-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dOG6kEsi5ifrDbGx2GA19MQptzLsVrMrEhmxn0ISdN+GQwlWfZtBKvOBQPPNnpfd Jo8+WSZC6oj596AmT5l3tA== 0000030419-94-000012.txt : 19940706 0000030419-94-000012.hdr.sgml : 19940706 ACCESSION NUMBER: 0000030419-94-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940628 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: 8700 IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 94537015 BUSINESS ADDRESS: STREET 1: 299 PARK AVE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 2125936800 MAIL ADDRESS: STREET 1: 299 PARK AVE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 11-K 1 THIS IS A SUBMISSION OF LIVE DATA
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO.1 (mark one) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from __________________ to __________________ Commission file number 1-7155 THE DUN & BRADSTREET CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-2740040 (State of Incorporation) (I.R.S. Employer Identification No.) 200 Nyala Farms, Westport, Connecticut 06880 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 222-4200 The undersigned registrant hereby amends its Annual Report on Form 10-K, for the year ended December 31, 1993 by amending the Index to Exhibits to add new exhibits 99a and 99b as described below and by filing such new exhibits: Exhibit 99a -Form 11-K Annual Report for the fiscal year ended December 31, 1993 of the Profit Participation Plan of The Dun & Bradstreet Corporation. Exhibit 99b -Form 11-K Annual Report for the fiscal year ended December 31, 1993 of the DonTech Profit Participation Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. THE_DUN_&_BRADSTREET_CORPORATION (Registrant) By: ______________________________ Edwin A. Bescherer, Jr. Executive Vice President-Finance and Chief Financial Officer Date: June 23, 1994 INDEX TO EXHIBITS Regulation S-K Exhibit to Exhibit Number this Report _____________ ____________ (3) Articles of Incorporation and By-laws (a) Restated Certificate of Incorporation of The Dun & Bradstreet Corporation dated June 15, 1988 (incorporated herein by reference to Exhibit 4(a) to Registrant's Registration No. 33-25774 on Form S-8 filed November 25, 1988). (b) By-laws of Registrant dated December 15, 1993................ Exhibit E* ** (4) Instruments Defining the Rights of Security Holders, Including Indentures. Not Applicable. (9) Voting Trust Agreement. Not Applicable. (10) Material Contracts. (All of the following documents, except for items (v) and (w), are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 14(c).) (a) Retirement Plan for Directors of Registrant, as amended December 19, 1990 (incorporated herein by reference to Exhibit E to Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, file number 1-7155, filed March 27, 1991). (b) Nonfunded Deferred Compensation Plan for Non-Employee Directors of Registrant, as amended April 21, 1993...... Exhibit F* ** (c) Pension Benefit Equalization Plan adopted October 17, 1990 (incorporated herein by reference to Exhibit G to Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, file number 1-7155, filed March 27, 1991). (d) Profit Participation Benefit Equalization Plan adopted October 17, 1990 (incorporated herein by reference to Exhibit H to Registrants' Annual Report on Form 10-K for the year ended December 31, 1990, file number 1-7155, filed March 27, 1991). (e) 1982 Key Employees Stock Option Plan for Registrant and Subsidiaries, as amended July 17, 1991 (incorporated herein by reference to Exhibit E to Registrant's Annual Report on Form 10-K for the year ended December 1991, file number 1-7155, filed March 26, 1992) (f) 1991 Key Employees Stock Option Plan for Registrant and Subsidiaries, adopted April 16, 1991 (incorporated herein by reference to Exhibit 28(a) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). (g) Ten-Year Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 28(b) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). (h) Ten-Year Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 28(c) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). (i) Stock Appreciation Rights Agreement relating to Incentive Stock Options (incorporated herein by reference to Exhibit 28(d) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). (j) Stock Appreciation Rights Agreement relating to Non-Qualified Stock Options (incorporated herein by reference to Exhibit 28(e) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991. Regulation S-K Exhibit to Exhibit Number this Report _____________ ____________ (k) Limited Stock Appreciation Rights Agreement relating to Incentive Stock Options (incorporated herein by reference to Exhibit 28(f) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). (l) Limited Stock Appreciation Rights Agreement relating to Non-Qualified Stock Options (incorporated herein by reference to Exhibit 28(g) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). (m) 1982 Key Employees Performance Unit Plan for Registrant and Subsidiaries, as amended December 18, 1991 (incorporated herein by reference to Exhibit F to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991, file number 1-7155, filed March 26, 1992). (n) Corporate Management Incentive Plan, effective January 1, 1990 (incorporated herein by reference to Exhibit J to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, file number 1-7155, filed March 26, 1990). (o) 1989 Key Employes Restricted Stock Plan for Registrant and Subsidiaries, as amended July 19, 1989 (incorporated herein by reference to Exhibit K to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, file number 1-7155, filed March 26, 1990). (p) Restricted Stock Agreement (incorporated herein by reference to Exhibit L to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, file number 1-7155, filed March 26, 1990). (q) Performance-Based Restricted Stock Agreement............. Exhibit G* ** (r) Form of Change-in-Control Severance Agreement, approved July 19, 1989 (incorporated herein by reference to Exhibit M to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, file number 1-7155, filed March 26, 1990). (s) Supplemental Executive Benefit Plan, as amended October 17, 1990 (incorporated herein by reference to Exhibit J to Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, file number 1-7155, filed March 27, 1991). (t) IMS International, Inc. Executive Pension Plan, dated November 5, 1987 (incorporated herein by reference to Exhibit E to Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, file number 1-7155, filed March 25, 1993). (u) IMS International, Inc. Long-Term Incentive Compensation Plan, as amended April 19, 1991 (incorporated herein by reference to Exhibit F to Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, file number 1-7155, filed March 25, 1993). (v) Agreement of Limited Partnership of D&B Investors L.P., dated as of October 14, 1993............................ Exhibit H* ** (w) Purchase Agreement and Purchase Agreement Amendment dated October 14, 1993 among D&B Investors L.P. and other parties................................................. Exhibit I* ** (11) Statement Re Computation of Per Share Earnings. Computation of Earnings Per Share of Common Stock on a Fully Diluted Basis........................................ Exhibit A* ** (12) Statement Re Computation of Ratios. Not applicable. (13) Annual Report to Security Holders. 1993 Annual Report..................................... Exhibit D* ** Regulation S-K Exhibit to Exhibit Number this Report _____________ ____________ (18) Letter Re Change in Accounting Principles. Not applicable. (19) Previously Unfiled Documents. Not applicable (21) Subsidiaries of the Registrant. List of Active Subsidiaries as of January 31, 1994..... Exhibit B* ** (22) Published Report Regarding Matters Submitted to a Vote of Security Holders. Not applicable. (23) Consents of Experts and Counsel. Consent of Independent Certified Public Accountants....... Exhibit C* ** (24) Power of Attorney. Not applicable. (28) Information from Reports Furnished to State Insurance Regulatory Authorities. Not applicable. (99) Additional Exhibits. (a) Form 11-K Annual Report for the fiscal year ended December 31, 1993 of the Profit Participation Plan of The Dun & Bradstreet Corporation ................. Exhibit 99(a)** (b) Form 11-K Annual Report for the fiscal year ended December 31, 1993 of the DonTech Profit Participation Plan................................................. Exhibit 99(b)** *Not included in this document **Filed electronically EXHIBIT 99a SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 1-7155 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Profit Participation Plan of The Dun & Bradstreet Corporation. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Dun & Bradstreet Corporation, 200 Nyala Farms, Westport, CT 06880. REQUIRED INFORMATION The required financial statements are attached to this report. F-11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee of The Dun & Bradstreet Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION (Name of Plan) BY: __________________________________ Thomas W. Young Senior Vice President & Controller Date: June 23, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Post-Effective Amendment No. 4 to the registration statement of The Dun & Bradstreet Corporation on Form S-8 (File No. 33-27144) of our report dated June 22, 1994 on our audits of the financial statements of the Profit Participation Plan of The Dun & Bradstreet Corporation as of December 31, 1993 and 1992 and for the year ended December 31, 1993, which report is included in this annual report on Form 11-K. Coopers & Lybrand New York, New York June 23, 1994 2 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION INDEX TO FINANCIAL STATEMENTS Pages_F- Report of Independent Accountants 2 Statements of Net Assets Available for Plan Benefits as of December 31, 1993 and 1992 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year Ended December 31, 1993 5 Notes to Financial Statements 6-11 F-1 ___________________ REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Benefits Committee of The Board of Directors of THE DUN & BRADSTREET CORPORATION: We have audited the accompanying statements of assets available for plan benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION (the "Plan") as of December 31, 1993 and 1992, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1993 and 1992, and changes in its net assets available for benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statement of net assets available for benefits of the Plan as of December 31, 1993 and 1992, and the statement of changes in net assets available for benefits for the year ended December 31, 1993 is presented for purposes of additional analysis rather than to present the net assets available for plan benefit and changes in net assets available for plan benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND New York, New York June 22, 1994. F-2 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Master_Trust The Dun & Bradstreet Corporation and affiliated participating companies (the "Company") has established with Bankers Trust Company (the "Trustee"), The Dun & Bradstreet Defined Contribution Plan Group Trust (the "Group Trust"), a master trust. The assets of the Profit Participation Plan of The Dun & Bradstreet Corporation (the "Plan") are commingled for investment purposes with the assets of the DonTech Profit Participation Plan. The Plan's investment in the Group Trust is based on its relative interest in the fair value of the assets held in the Group Trust. Investment income, gains and losses on sales of investments and net appreciation/depreciation in the fair value of investments are allocated to the Plan based upon its relative investment balances at fair value, during the valuation period. Contributions Contributions by participants ("members") are recorded in the period payroll deductions are made. Contributions by participating companies are based upon amounts required to be funded under the provisions of the Plan. Distributions In 1993, distributions are recorded when paid. In accordance with guidance issued by the American Institute of Certified Public Accountants in 1993, the Plan has changed its method of accounting for distributions such that all amounts elected to be distributed from the Plan by participants, but not yet disbursed at year-end, are no longer recorded as a liability in the statement of net assets available for plan benefits. Prior to 1993, distributions were recorded as liability in the period such amounts were authorized to be paid to participants. The effect of this change is immaterial to net assets available for plan benefits. A liability in the amount of $13,227,000, relating to participants who have elected to withdraw from the Plan but have not yet been paid, has been reflected on Form 5500 in the statement of net assets available for plan benefits, as well as the statement of changes in net assets available for plan benefits in accordance with Department of Labor requirements. Note 2. Plan Description The following summary of major Plan provisions in effect for the Plan year is provided for general information purposes only. Members should refer to the Plan document for more complete information. The Plan is a defined contribution plan. Associates of The Dun & Bradstreet Corporation and affiliated companies that have been admitted to participate in the Plan ("participating companies") who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan on the following January 1 or July 1. F-6 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Members contribute to the basic Plan by authorizing payroll deductions equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the Plan. Participating companies make matching contributions equal to a minimum of 50% of aggregate member contributions. If the average increase in earnings per share ("EPS"), as defined in the Plan, of common stock of The Dun & Bradstreet Corporation for any Plan year and the immediately preceding plan year is greater than 5%, participating companies contribute an additional percentage of the aggregate member contributions. The percentage of additional Company matching contributions depends on the average increase in EPS and a member's total years of service. Members also may make additional contributions (which are not eligible for company matching contributions) under an Investment Plan addendum to the basic Plan. Members are not permitted to invest more than 50% of their account balance or contributions in the Dun & Bradstreet Common Stock Fund, nor are they permitted to specify a dollar amount to be transferred into this fund. Members are able to reallocate their entire account balances in multiples of 10% among the Plan's four investment funds, subject to the 50% maximum for the Dun & Bradstreet Common Stock Fund. Members' contributions under the basic Plan and additional contributions under the Investment Plan may be made in the form of contributions from after-tax earnings and/or contributions from before-tax earnings, which have the effect of reducing current taxable earnings for federal income tax purposes. A member's aggregate before tax contributions may not exceed 16% of the member's creditable compensation (up to 6% in before tax contributions under the basic Plan and up to 10% in before tax contributions under the Investment Plan) subject to an overall limit on contributions imposed by the Internal Revenue Code. For 1993, the Internal Revenue Code limit on before tax contribution was $8,944. To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"), the Plan limits maximum covered compensation as defined by the Secretary of the Treasury. The maximum covered compensation for purposes of determining member and Company contributions under the plan for 1993 was $235,840. Additionally, the Plan provides for graduated vesting in the value of company contributions to a member's Plan account over a six year period beginning on the member's initial employment date with the Company. Upon termination of service with participating companies, members become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated members who have an account balance in excess of $3,500 may elect various forms of deferred distribution. F-7 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Members may obtain loans from the Plan, which are secured by the vested balance in their accounts. The Plan limits the total number and amount of loans outstanding at any time for each member. Interest rates applicable to Plan loans are commensurate with prevailing rates of interest charged on similar commercial loans determined in the marketplace. The total number of members with outstanding loans at December 31, 1993 was 6,015. Amounts forfeited by nonvested or partially vested members who terminated during the year ended December 31, 1993, totaled $1,053,000. Forfeited amounts reduce company contributions. While the Company has not expressed any intent to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code which state that, in such event, all members of the Plan shall be fully vested in the amounts credited to their accounts. On January 1, 1993 associates of IMS where admitted to participation into the Plan. On April 3, 1993, $17,969,000 in assets of the IMS U.S. Investment & Savings Plan, (a tax qualified defined contribution plan maintained by a predecessor employer) was transferred into the Plan. Note 3. Investment Funds Members of the Plan can elect to have amounts credited to their Plan accounts invested in one or more of four investment funds: an Equity Index Fund, a Dun & Bradstreet Common Stock Fund, a Special Fixed Income Fund and a Long Term Bond Index Fund. Contributions received from members and participating companies are temporarily invested in Bankers Trust Company Short Term Investment Fund, pending investment in the funds. Investments of the Special Fixed Income Fund consist entirely of investment contracts with insurance companies which represents a concentration of credit risk. However, the Plan does not anticipate nonperformance of the insurance companies. F-8 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 3. Investment Funds (Cont.) The recordkeeper maintains individual account records reflecting each member's interest in the Plan and in each fund of the Plan in which such member invests. Members' interests in each fund of the Plan are represented by units of participation. In each fund of the Plan, the number of participants, number of units and value per unit, were as follows: December 31, 1993 1992 Wells Fargo Equity Index Fund: Number of units 17,294,889.103 15,705,524.001 Value per unit $10.68467647 $9.69971495 Number of participants 12,443 11,161 Dun & Bradstreet Common Stock Fund: Number of units 8,090,072.776 8,241,026.074 Value per unit $16.35009803 $14.72102803 Number of participants 11,671 11,407 Special Fixed Income Fund: Number of units 67,871,438.909 66,004,883.734 Value per unit $5.42739950 $5.03569378 Number of participants 14,647 13,925 Wells Fargo Long Term Bond Index Fund: Number of units 15,184,186.143 10,956,954.696 Value per unit $2.84793590 $2.59815639 Number of participants 5,124 3,993 Note 4. Tax Status The Plan obtained its latest determination letter on December 16, 1986, in which the Internal Revenue Service stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan and the related Trust continue to be qualified as of the financial statement date. F-9 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investment in Group Trust The investment reflected in the Statement of Net Assets Available for Plan Benefits represents the Plan's share of total assets in the Group Trust which is 96.4% and 96.3% at December 31, 1993 and 1992, respectively. Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, ___1993__ __1992__ Wells Fargo Equity Index Fund $191,269 $153,261 The Dun & Bradstreet Corporation Common Stock 139,132 126,431 Ameritech Corporation Common Stock 949 138 Prudential Annuity Contract 111,774 157,018 New York Life Annuity Contract 88,445 116,958 John Hancock Annuity Contract 89,404 25,922 Principal Mutual Annuity Contract 98,200 49,127 Wells Fargo Long Term Bond Index Fund 43,260 27,919 Loan Account 25,663 21,512 Bankers Trust Short Term Investment Fund ___2,866 __6,706 Total investments 790,962 684,992 Accrued interest and dividends ___2,361 __2,335 Total assets in Group Trust $793,323 $687,327 The Group Trust's investments had the following income/(loss) during 1993 (in thousands): Net Appreciation/(Depreciation) Investments, at fair value as determined by quoted market prices: Wells Fargo Equity Index Fund $ 11,930 The Dun & Bradstreet Corporation Common Stock 8,655 Wells Fargo Long Term Bond Index Fund _____569 Total net appreciation/(depreciation) __21,154 Investment Income Interest 32,242 Dividends __10,316 Total investment income __42,558 Group Trust Income $ 63,712 F-10 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investments (Cont.) The Plan's allocated income in Group Trust represents its participating share throughout the year ended December 31, 1993. Investments in securities are included at fair value. The fair value of investments is determined utilizing the applicable December 31 closing sales prices as quoted in published financial sources. Investments in Bankers Trust Company Short Term Investment Fund, the Wells Fargo Bank Equity Index Fund and the Wells Fargo Long Term Bond Index Fund are valued at the applicable December 31 redemption prices reported by the managers of the Funds. Investments under The Prudential Insurance Company of America, New York Life Insurance Company, John Hancock Mutual Life Insurance Company and the Principal Mutual Life Insurance Company investment contracts do not participate directly in market appreciation or depreciation. Such investments are stated at contract value which represents the aggregate amount of accumulated contributions into the account and interest earned thereon, less accumulated distributions. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on the trade date. The net appreciation/(depreciation) in the fair value of the Group Trust's investments consists of realized gains and losses and the unrealized appreciation/(depreciation) on those investments for the year. Note 6. Plan Expenses Transaction fees relating to investments in the Dun & Bradstreet Common Stock Fund, Equity Index Fund and Long Term Bond Index Fund are charged against Plan assets. Trustee fees, investment manager fees and other expenses of administering the Plan are borne by the Company. F-11 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1993 (Dollars In Thousands) FUND INFORMATION Dun & Bradstreet Special Long Term Equity Common Fixed Bond Index Stock Income Index Loan Total Fund Fund Fund Fund Account A S S E T S Investments in Group Trust, at fair value $764,965 $188,142 $133,624 $374,507 $43,716 $24,976 Accrued interest receivable on participant loans 180 53 46 69 12 0 Interfund receivable (payable) 0 (67) 362 (280) (15) 0 Contributions receivable: from employer 7,245 2,349 1,498 2,804 594 0 from participants 1,510 416 603 405 86 0 Total assets 773,900 190,893 136,133 377,505 44,393 24,976 Net assets available for plan benefits $773,900 $190,893 $136,133 $377,505 $44,393 $24,976 The accompanying notes are an integral part of the financial statements. F-3 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1992 (Dollars In Thousands) FUND INFORMATION Dun & Bradstreet Special Long Term Equity Common Fixed Bond Index Stock Income Index Loan Total Fund Fund Fund Fund Account A S S E T S Investments in Group Trust, at fair value $661,832 $153,350 $122,946 $336,180 $28,426 $20,930 Accrued interest receivable on participant loans 163 50 45 58 10 0 Interfund receivable (payable) 0 982 (1,133) (73) 224 0 Contributions receivable: from employer 1,440 419 344 596 81 0 from participants 2,515 790 616 946 163 0 Total assets $665,950 $155,591 $122,818 $337,707 $28,904 $20,930 LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distributions payable to participants $ 9,576 $ 3,001 $ 1,312 $ 4,860 $ 403 $ 0 Total liabilites 9,576 3,001 1,312 4,860 403 0 Net assets available for plan benefits $656,374 $152,590 $121,506 $332,847 $28,501 $20,930 The accompanying notes are an integral part of the financial statements. F-4 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For The Year Ended December 31, 1993 (Dollars in Thousands) FUND INFORMATION Dun & Bradstreet Special Long Term Equity Common Fixed Bond Index Stock Income Index Loan Total Fund Fund Fund Fund Account Allocated income in Group Trust $61,409 $16,436 $13,423 $26,592 $3,060 $1,898 Accrued interest receivable on participant loans 180 53 46 69 12 0 Contributions received: from employer 27,172 8,947 5,464 10,551 2,210 0 from participants 59,159 19,782 11,553 22,743 5,081 0 Participant loan repayments 0 2,981 2,505 4,015 582 (10,083) Distributions to participants (46,882) (12,260) (8,582) (23,666) (2,374) 0 Loans to participants (1,481) (4,089) (3,191) (5,392) (882) 12,073 Transfer from IMS Savings Plan (Note 2) 17,969 7,004 3,289 4,712 2,806 158 Interfund transfers 0 (551) (9,880) 5,034 5,397 0 Net increase for the year 117,526 38,303 14,627 44,658 15,892 4,046 Net assets available for plan benefits, as of January 1, 1993 656,374 152,590 121,506 332,847 28,501 20,930 Net assets available for plan benefits, as of December 31, 1993 $773,900 $190,893 $136,133 $377,505 $44,393 $24,976 The accompanying notes are an integral part of the financial statements. F-5 EXHIBIT 99b SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 1-7155 (The Dun & Bradstreet Corporation) 1-8612 (Ameritech Corporation) A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DonTech Profit Participation Plan, 205 N. Michigan Avenue, Chicago, Illinois 60601. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Dun & Bradstreet Corporation, 200 Nyala Farms, Westport, CT 06880; and Ameritech Corporation, 30 South Wacker Drive, Chicago, Illinois 60606. REQUIRED INFORMATION The required financial statements are attached to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Am-Don general partnership (the administrator of the DonTech Profit Participation Plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DONTECH PROFIT PARTICIPATION PLAN (Name of Plan) BY:______________________________ Reid Simpson Vice President-Finance and Chief Financial Officer Date: June 23, 1994 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in (i) the registration statement of Ameritech Corporation on Form S-8 (File No. 33-49036), and (ii) the registration statement of The Dun & Bradstreet Corporation on Form S-8 (File No. 33-49060), of our report dated June 22, 1994 on our audits of the financial statements of the DonTech Profit Participation Plan as of December 31, 1993 and 1992, and for the year ended December 31, 1993, which report is included in this annual report on Form 11-K. COOPERS & LYBRAND New York, New York June 23, 1994 2 DONTECH PROFIT PARTICIPATION PLAN INDEX TO FINANCIAL STATEMENTS Pages_F- Report of Independent Accountants 2 Statements of Net Assets Available for Plan Benefits as of December 31, 1993 and 1992 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1993 5 Notes to Financial Statements 6-11 F-1 ___________________ REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Benefits Committee of The Board of Directors of AM-DON GENERAL PARTNERSHIP: We have audited the accompanying statement of net assets available for plan benefits of the DONTECH PROFIT PARTICIPATION PLAN (the "Plan") as of December 31, 1993 and 1992, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1993 and 1992, and changes in its net assets available for benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statement of net assets available for benefits as of December 31, 1993 and 1992 and the statement of changes in net assets available for benefits for the year ended December 31, 1993 is presented for purposes of additional analysis rather than to present the net assets available for plan benefit and changes in net assets available for plan benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND New York, New York June 22, 1994. F-2 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Master_Trust AM-DON, a general partnership between The Reuben H. Donnelly Corporation and Ameritech Publishing of Illinois, doing business under the name DonTech, ("DonTech") has adopted the DonTech Profit Participation Plan (the "Plan") for the benefit of its eligible associates. The assets of the DonTech Profit Participation Plan (the "Plan") are commingled for investment purposes with the assets of The Profit Participation Plan of The Dun & Bradstreet Corporation in The Dun & Bradstreet Defined Contribution Plan Group Trust (the "Group Trust"), a master trust established between The Dun & Bradstreet Corporation and Bankers Trust Company (the "Trustee"). The Plan's investment in the Group Trust is based on its relative interest in the fair value of the assets held in the Group Trust. Investment income, gains and losses on sales of investments and net appreciation/depreciation in the fair value of investments are allocated to the Plan based upon its relative investment balances at fair value, during the valuation period. Contributions Contributions by participants ("members") are recorded in the period payroll deductions are made. Contributions by DonTech are based upon amounts required to be funded under the provisions of the Plan. Distributions In 1993, distributions are recorded when paid. In accordance with guidance issued by the American Institute of Certified Public Accountants in 1993, the Plan has changed its method of accounting for distributions such that all amounts elected to be distributed from the Plan by participants, but not yet disbursed at year-end, are no longer recorded as a liability in the statement of net assets available for plan benefits. Prior to 1993, distributions were recorded as liability in the period such amounts were authorized to be paid to participants. The effect of this change is immaterial to net assets available for plan benefits. A liability in the amount of $520,000, relating to participants who have elected to withdraw from the Plan but have not yet been paid, has been reflected on Form 5500 in the statement of net assets available for plan benefits, as well as the statement of changes in net assets available for plan benefits in accordance with Department of Labor requirements. 2. Plan Description The following summary of major Plan provisions in effect for the plan year is provided for general information purposes only. Members should refer to the Plan document for more complete information. The Plan is a defined contribution plan. Associates of DonTech who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan on the following January 1 or July 1. F-6 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Members contribute to the basic Plan by authorizing payroll deductions equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the Plan. DonTech makes matching contributions equal to a minimum of 50% of aggregate member contributions. If the average increase in DonTech's net income, as defined in the Plan, for any Plan year and the immediately preceding plan year is greater than 5%, DonTech contributes an additional percentage of the aggregate member contributions. DonTech's Employee Benefit Committee established the average increase in net income at 10% for the 1993 Plan year. Members also may make additional contributions (which are not eligible for company matching contributions) under an Investment Plan addendum to the basic Plan. Members are not permitted to invest more than 50% of their account balance or contributions in Dun & Bradstreet Common Stock and Ameritech Common Stock ("the Company Stock Fund"). Contributions, transfers, reallocations of actual balances into the Company Stock Fund will be invested 50% in Ameritech Common Stock and 50% in Dun & Bradstreet Common Stock. Members are able to reallocate their entire account balances in multiples of 10% among the Plan's four investment funds, subject to the 50% maximum for the Company Stock Fund. Members' contributions under the basic Plan and additional contributions under the Investment Plan may be made in the form of contributions from after tax earnings and/or contributions from before tax earnings, which have the effect of reducing current taxable earnings for federal income tax purposes. A member's aggregate before tax contributions may not exceed 16% of the member's creditable compensation (up to 6% in before tax contributions under the basic Plan and up to 10% in before tax contributions under the Investment Plan) subject to an overall limit on before tax contributions imposed by the Internal Revenue Code. For 1993, the Internal Revenue Code limit on before tax contribution was $8,944. To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"), the Plan limits contributions to the maximum covered compensation as defined by the Secretary of the Treasury. The maximum covered compensation for 1993 was $235,840. Additionally, the Plan provides for graduated vesting in the value of company contributions to a member's Plan account over a six year period beginning on the member's initial employment date with the Company. Upon termination of service, members become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated members who have an account balance in excess of $3,500 may elect various forms of deferred distribution. Members may obtain loans from the Plan, which are secured by the vested balance in their accounts. The Plan limits the total number and amount of loans outstanding at any time for each member. Interest rates applicable to Plan loans are commensurate with prevailing rates of interest charged on similar commercial loans determined in the marketplace. The total number of members with outstanding loans at December 31, 1993 was 208. F-7 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Amounts forfeited by nonvested or partially vested members who terminated during the year ended December 31, 1993, totaled $23,000. Forfeited amounts reduce DonTech contributions. While DonTech has not expressed any intent to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code which state that, in such event, all members in the Plan shall be fully vested in the amounts credited to their accounts. Note 3. Investment Funds Members of the Plan can elect to have amounts credited to their Plan accounts invested in one or more of four investment funds: an Equity Index Fund, an Ameritech/Dun & Bradstreet Common Stock Fund, a Special Fixed Income Fund, and a Long Term Bond Index Fund. Contributions received from members and from DonTech are temporarily invested in Bankers Trust Company Short Term Investment Fund, pending investment in the funds. Investments of the Special Fixed Income Fund consist entirely of investment contracts with insurance companies which represents a concentration of credit risk. However, the Plan does not anticipate nonperformance by the insurance companies. The recordkeeper maintains individual account records reflecting each member's interest in the Plan and in each fund of the Plan in which such member invests. Members' interests in each fund of the Plan are represented by units of participation. In each fund of the Plan, the number of participants, number of units and value per unit, were as follows: F-8 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 3. Investment Funds (Cont.) December 31, 1993 1992 Wells Fargo Equity Index Fund: Number of units 389,495.984 370,165.634 Value per unit $10.68467647 $9.69971495 Number of participants 328 300 Dun & Bradstreet Common Stock Fund: Number of units 340,664.301 361,278.809 Value per unit $16.35009803 $14.72102803 Number of participants 479 456 Ameritech Common Stock Fund: Number of units 798,047.273 316,595.924 Value per unit $1.15020403 $1.03287386 Number of participants 415 369 Special Fixed Income Fund: Number of units 2,881,319.428 296,082.322 Value per unit $5.42739950 $2.59815639 Number of participants 464 465 Wells Fargo Long Term Bond Index Fund: Number of units 386,626.361 296,082.322 Value per unit $2.84793590 $2.59815639 Number of participants 91 79 Note 4. Tax Status The Plan Administrator and its qualified tax counsel believe the Plan is in compliance with ERISA requirements for a qualified trust under Sections 401(a) of the Internal Revenue code (the "Code") and to be exempt from Federal income taxes under the provisions of Section 501(a) of the Code. Once the Internal Revenue Service (the "Service") reinstitutes determination letter procedures, the Plan intends to make formal application to the Service for a determination that the Plan is so qualified. F-9 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investment in Group Trust The investment reflected in the Statement of Net Assets Available for Plan Benefits represents the Plan's share of total assets in the Group Trust which is 3.6% and 3.7% at December 31, 1993 and 1992, respectively. Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, __1993__ __1992__ Wells Fargo Equity Index Fund $191,269 $153,261 The Dun & Bradstreet Corporation Common Stock 139,132 126,431 Ameritech Corporation Common Stock 949 138 Prudential Annuity Contract 111,774 157,018 New York Life Annuity Contract 88,445 116,958 John Hancock Annuity Contract 89,404 25,922 Principal Mutual Annuity Contract 98,200 49,127 Wells Fargo Long Term Bond Index Fund 43,260 27,919 Loan Account 25,663 21,512 Bankers Trust Short Term Investment Fund ___2,866 ___6,706 Total investments 790,962 684,992 Accrued interest and dividends ___2,361 ___2,335 Total assets in Group Trust $793,323 $687,327 The Group Trust's investments had the following income/(loss) during 1993 (in thousands): Net Appreciation/(Depreciation) Investments, at fair value as determined by quoted market prices: Wells Fargo Equity Index Fund $ 11,930 The Dun & Bradstreet Corporation Common Stock 8,648 Ameritech Corporation Common Stock 7 Wells Fargo Long Term Bond Index Fund _____569 Total net appreciation/(depreciation) __21,154 Investment Income Interest 32,242 Dividends __10,316 Total investment income __42,558 Group Trust Income $ 63,712 F-10 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investments (Cont.) The Plans' allocated income in the Group Trust reflects its participating share throughout the year ended December 31, 1993. Investments in securities are included at fair value. The fair value of investments is determined utilizing the applicable December 31 closing sales prices as quoted in published financial sources. Investments in Bankers Trust Company Short Term Investment Fund, the Wells Fargo Bank Equity Index Fund and the Wells Fargo Long Term Bond Index Fund are valued at the applicable December 31 redemption prices reported by the managers of the Funds. Investments under Prudential Insurance Company of America, New York Life Insurance Company, John Hancock Mutual Life Insurance Company and the Principal Mutual Life Insurance Company investment contracts do not participate directly in market appreciation and depreciation. Such investments are stated at contract value which represents the aggregate amount of accumulated contributions into the account and interest earned thereon, less accumulated distributions. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on the trade date. The net appreciation/depreciation in the fair value of the Group Trust's investments consist of realized gains and losses and the unrealized appreciation/(depreciation) on those investments for the year. Note 6. Plan Expenses Transaction fees relating to investments in the Ameritech/Dun & Bradstreet Common Stock Fund, Wells Fargo Equity Index Fund and the Wells Fargo Long Term Bond Index Fund are charged against Plan assets. Trustee fees, investment management fees, and other expenses of administering the Plan are borne by DonTech. F-11 DONTECH PROFIT PARTICIPATION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1993 (Dollars In Thousands) FUND INFORMATION Company Stock Fund Special Long Term Equity Fixed Bond Index Dun & Income Index Loan Total Fund Bradstreet Ameritech Fund Fund Account A S S E T S Investment in Group Trust, at fair value $28,358 $4,218 $5,672 $979 $15,704 $1,098 $687 Accrued interest receivable on participant loans 6 2 1 1 2 0 0 Interfund receivable (payable) 0 0 (30) (4) 34 0 0 Contributions receivable: From employer 41 11 7 7 14 2 0 From participants 155 40 23 24 66 2 0 Total assets 28,560 4,271 5,673 1,007 15,820 1,102 687 Net assets available for plan benefits $28,560 $4,271 $5,673 $1,007 $15,820 $1,102 $687 The accompanying notes are an integral part of the financial statements. F-3 DONTECH PROFIT PARTICIPATION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORM December 31, 1992 (Dollars In Thousands) FUND INFORMATION Company Stock Fund Special Long Term Equity Fixed Bond Index Dun & Income Index Loan Total Fund Bradstreet Ameritech Fund Fund Account A S S E T S Investment in Group Trust, at fair value $25,495 $3,422 $5,348 $182 $15,184 $777 $582 Accrued interest receivable on participant loans 14 4 2 2 5 1 0 Interfund receivable (payable) 0 135 (73) 104 (166) 0 0 Contributions receivable: From employer 322 64 53 52 143 10 0 From participants 123 3 34 31 63 (8) 0 Total assets $25,954 $3,628 $5,364 $371 $15,229 $780 $582 LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distributions payable to participants $99 $13 $20 $1 $65 $0 $0 Total liabilities 99 13 20 1 65 0 0 Net assets available for plan benefits $25,855 $3,615 $5,344 $370 $15,164 $780 $582 The accompanying notes are an integral part of the financial statements. F-4 DONTECH PROFIT PARTICIPATION PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND December 31, 1993 (Dollars in Thousands) FUND INFORMATION Company Stock Fund Special Long Term Equity Fixed Bond Index Dun & Income Index Loan Total Fund Bradstreet Ameritech Fund Fund Account Allocated income in Group Trust $2,303 $378 $572 $39 $1,181 $73 $60 Accrued interest income on participant loans 6 2 1 1 2 0 0 Contributions received: from employer 615 151 96 99 247 22 0 from participants 1,884 492 288 268 774 62 0 Participant loan repayments 0 75 42 43 107 16 (283 Distributions to participants (2,006) (240) (377) (34) (1,287) (68) 0 Loans to participants (97) (134) (130) (14) (137) (10) 328 Interfund transfers 0 (68) (163) 235 (231) 227 0 Net increase for the year 2,705 656 329 637 656 322 105 Net assets available for plan benefits, as of January 1, 1993 25,855 3,615 5,344 370 15,164 780 582 Net assets available for plan benefits, as of December 31, 1993 $28,560 $4,271 $5,673 $1,007 $15,820 $1,102 $687 The accompanying notes are an integral part of the financial statements. F-5
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