-----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, N6PZIm55F7sThiI7IhpMzyQS6Byc40JjVVOGTUEK5PNiMTnpAYbLIo3Tk86EJf6J 10Jl3r5JOjiHE29b25FWvQ== 0000030419-95-000008.txt : 199506300000030419-95-000008.hdr.sgml : 19950630 ACCESSION NUMBER: 0000030419-95-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950626 FILED AS OF DATE: 19950629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 95550764 BUSINESS ADDRESS: STREET 1: 187 DANBURY ROAD CITY: WILTON STATE: CT ZIP: 06897 BUSINESS PHONE: 2032224200 MAIL ADDRESS: STREET 1: 187 DANBURY ROAD STREET 2: 34TH FLOOR CITY: WILTON STATE: CT ZIP: 06897 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 10-K/A 1 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, 1994 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.) 187 Danbury Road, Wilton, Connecticut 06897 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 834-4200. The undersigned registrant hereby amends its Annual Report on Form 10-K, for the year ended December 31, 1994 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, 1994 of the Profit Participation Plan of The Dun & Bradstreet Corporation. Exhibit 99b - Form 11-K Annual Report for the fiscal year ended December 31, 1994 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 21, 1995 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 (incorporated herein by reference to Exhibit E to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, file number 1-7155, filed March 25, 1994). (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 (u) and (v), 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, 21, 1994..........................................Exhibit E* (b) Nonfunded Deferred Compensation Plan for Non-Employee Directors of Registrant, as amended April 21, 1993 (incorporated herein by reference to Exhibit F to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, file number 1-7155, filed March 25, 1994). (c) Pension Benefit Equalization Plan, as amended December 21, 1994........................................................Exhibit F* (d) Profit Participation Benefit Equalization Plan adopted October 17, 1990 (incorporated herein by reference to Exhibit H to Registrant's 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 31, 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). (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). Regulation S-K Exhibit to Exhibit Number this Report (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 Employees 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 (incorporated herein by reference to Exhibit G to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, file number 1-7155, filed March 25, 1994). (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 December 21, 21, 1994....................................................Exhibit G* (t) 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). (u) Agreement of Limited Partnership of D&B Investors L.P., dated as of October 14, 1993 (incorporated herein by reference to Exhibit H to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, file number 1-7155, filed March 25, 1994). (v) Purchase Agreement and Purchase Agreement Amendment dated October 14, 1993 among D&B Investors L.P. and other parties (incorporated herein by reference to Exhibit I to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, file number 1-7155, filed March 25, 1994). (w) Consulting Agreement, dated March 6, 1995, between Registrant and Charles W. Moritz.......................................Exhibit H* (11) Statement Re Computation of Per Share Earnings. Computation of Earnings Per Share of Common Stock on a Fully Diluted Basis...........................................Exhibit A* Regulation S-K Exhibit to Exhibit Number this Report (12) Statement Re Computation of Ratios. Not applicable. (13) Annual Report to Security Holders. 1994 Annual Report............................................Exhibit D* (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, 1995............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 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, 1994 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, 1994 of the DonTech Profit Participation Plan....................................................Exhibit 99(b) * Filed with Form 10-K on March 27, 1995; not included with this amendment. Exhibit 99(a) 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, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _________________to_________________ 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, 187 Danbury Road, Wilton, CT 06897. REQUIRED INFORMATION The required financial statements are attached to this report. 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 21, 1995 1 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 20, 1995 on our audits of the financial statements of the Profit Participation Plan of The Dun & Bradstreet Corporation as of December 31, 1994 and 1993 and for the year ended December 31, 1994, which report is included in this annual report on Form 11-K. Coopers & Lybrand L.L.P New York, New York June 21, 1995 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, 1994 and 1993 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year Ended December 31, 1994 5 Notes to the 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 net assets available for plan benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1994. 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 plan benefits of the Plan as of December 31, 1994 and 1993, and the statement of changes in its net assets available for plan benefits for the year ended December 31, 1994 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 plan benefits as of December 31, 1994 and 1993 and the statement of changes in net assets available for plan benefits for the year ended December 31, 1994 ispresented for purposes of additional analysis rather than to present the net assets available for plan benefits 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 L.L.P New York, New York June 20, 1995 F-2 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1994 (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 ASSETS Investment in Group Trust, at fair value $814,432 209,220 123,519 412,084 41,505 28,104 Accrued interest receivable on particpant loans 105 33 24 40 8 0 Interfund receivable (payable) 0 (539) (1,150) 3,417 (1,728) 0 Contributions receivable: from employer 8,854 3,027 1,678 3,517 632 0 from participant 3,255 1,108 750 1,193 204 0 Total assets 826,646 212,849 124,821 420,251 40,621 28,104 Net assets available for plan benefits $826,646 $212,849 $124,821 $420,251 $40,621 $28,104 The net assets are an integral part of the financial statements F-3 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABL FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1993 (Dollars in Thousands) FUND INFORMATION Dun & Bradstreet Special Long Equity Common Fixed Bond Index Stock Income Index Loan Total Fund Fund Fund Fund Account ASSETS Investments in Group Trust, at fair value $764,965 $188,142 $133,624 $374,507 $43,716 $24,976 Accrued interest receivable on particpant 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 particpants 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-4 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1994 (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 $20,661 3,107 (8,973) 26,064 (1,290) 1,753 Accrued interest income on particpant loans 105 33 24 40 8 0 Contribuitons received: from employer 28,607 9,935 5,523 10,830 2,319 0 from participants 62,305 22,090 11,727 23,077 5,411 0 Participant loan repayments 0 3,060 2,493 4,210 687 (10,450) Distributions to participants (72,414) (19,727) (13,200) (34,660) (4,827) 0 Loans to particpants (503) (3,730) (2,727) (5,030) (840) 11,824 Transfer from IDC Savings Plan (Note 2) 13,984 7,512 1,113 3,968 1,391 0 Interfund transfers 0 (325) (7,292) 14,248 (6,631) 0 Net increase (decrease) for the year 52,745 21,955 (11,312) 42,747 (3,772) 3,127 Net assets available for plan benefits, as of January 1, 1994 773,901 190,894 136,133 377,504 44,393 24,977 Net assets available for plan benefits, as of December 31, 1994 $826,646 $212,849 $124,821 $420,251 $40,621 $28,104 The accompanying notes are an integral part of the financial statements F-5 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 1994, distributions are recorded when paid. In accordance with guidance issued by the American Institute of Certified Public Accountants in 1993, the Plan 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. Liabilities of $20,443,431 and $13,227,000 for the years ended December 31, 1994 and December 31, 1993 respectively, relating to participants who have elected to withdraw from the Plan but have not yet been paid, have been reflected on the Form 5500's. The difference between distributions to participants reported in the statement of changes in net assets available for plan benefits and the Form 5500 for the year ended December 31, 1994 amounted to $7,216,431. 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. F-6 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 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 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 before tax contributions imposed by the Internal Revenue Code. For 1994, the Internal Revenue Code limit on before tax contribution was $9,240. 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 1994 was $150,000. 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. F-7 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) 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. 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, 1994 was 6,184. Amounts forfeited by nonvested or partially vested members who terminated during the year ended December 31, 1994, totaled $1,126,198. 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, a wholly owned subsidiary of The Dun & Bradstreet Corporation, were 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. On January 1, 1994, associates of IDC, a wholly owned subsidiary of The Dun & Bradstreet Corporation, were admitted to participation into the Plan. On July 1, 1994, $13,984,000 in assets were transferred into the Plan from the IDC Profit 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 into 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. 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 cash value. For each fund of the Plan, the cash value and number of participants were as follows: December 31, 1994 1993 Wells Fargo Equity Index Fund: Cash Value $207,619,023 $184,790,295 Number of participants 12,562 12,443 Dun & Bradstreet Common Stock Fund: Cash Value $121,109,008 $132,273,483 Number of participants 11,168 11,671 Special Fixed Income Fund: Cash Value $409,896,535 $368,365,414 Number of Participants 14,458 14,647 Wells Fargo Long Term Bond Index Fund: Cash Value $ 39,473,724 $ 43,243,588 Number of participants 5,003 5,124 The variance between the cash value at December 31, 1994 and December 31, 1993, and the net assets available for plan benefits at December 31, 1994 and December 31, 1993 is the distribution payable amount for each fund. 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 96.5% and 96.4% at December 31, 1994 and 1993 respectively. Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, 1994 1993 Wells Fargo Equity Index Fund $210,407* $191,269* The Dun & Bradstreet Corporation Common Stock 125,308* 139,132* Ameritech Corporation Common Stock 1,127 949 Prudential Annuity Contract 71,168* 111,774* New York Life Annuity Contract 42,062* 88,445* John Hancock Annuity Contract 119,481* 89,404* Principal Mutual Annuity Contract 138,432* 98,200* MetLife Annuity Contract 55,371* 0 Wells Fargo Long Term Bond Index Fund 40,011* 43,260* Loan Account 28,739 25,663 Bankers Trust Short Term Investment Fund 9,110 2,866 Total Investments $841,216 $790,962 Accrued interest and dividends 2,420 2,361 Total assets in Group Trust $843,636 $793,323 * These investments represented 5% or more of the total Plan assets. The Group Trust's investments had the following income/(loss) during 1994 (in thousands): Net Appreciation/(Depreciation) Investments, at fair value as determined by quoted market prices: Wells Fargo Equity Index Fund $ ( 2,691) The Dun & Bradstreet Corporation Common Stock (15,201) Wells Fargo Long Term Bond Index Fund ( 4,450) Total net appreciation/(depreciation) $(22,342) F-10 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investments (Cont.) Investment Income Interest 37,929 Dividends 5,961 Total Investment Income 43,890 Group Trust Income $21,548 The Plan's allocated income in the Group Trust represents its participating share throughout the year ended December 31, 1994. 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, Metropolitan 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 and administrative expenses. 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 and investment manager 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 and other expenses of administering the Plan are borne by the Company. F-11 Exhibit 99(b) 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, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 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) 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, 187 Danbury Road, Wilton, CT 06897; 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 & Chief Financial Officer Date: June 21, 1995 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 20, 1995 on our audits of the financial statements of the DonTech Profit Participation Plan as of December 31, 1994 and 1993 and for the year ended December 31, 1994, which report is included in this annual report on Form 11-K. Coopers & Lybrand L.L.P. New York, New York June 21, 1995 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, 1994 and 1993 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year Ended December 31, 1994 5 Notes to the 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 statements of net assets available for plan benefits of the DONTECH PROFIT PARTICIPATION PLAN (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1994. 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 plan benefits of the Plan as of December 31, 1994 and 1993, and changes in its net assets available for plan benefits for the year ended December 31, 1994 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 plan benefits as of December 31, 1994 and 1993 and the statement of changes in net assets available for plan benefits for the year ended December 31, 1994 is presented for purposes of additional analysis rather than to present the net assets available for plan benefits 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 L.L.P. New York, New York June 20, 1995 F-2 DONTECH PROFIT PARTICIPATION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1994 (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 ASSETS Investment in Group Trust, at fair value $29,204 4,497 4,956 1,281 16,845 990 635 Accrued interest receivable on participant loans 2 1 0 0 1 0 0 Interfund receivable (payable) 0 (43) (159) (6) 214 (6) 0 Contributions receivable: from employer 44 12 10 9 12 1 0 from participant 176 54 33 30 56 3 0 Total assets 29,426 4,521 4,840 1,314 17,128 988 635 Total assets available for plan benefits $29,426 $4,521 $4,840 $1,314 $17,128 $988 $635 The accompanying note are an integral part of the financial statements F-3 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 ASSETS Investments in Group Trust at, fair value $28,358 $4,218 $5,672 $979 $15,704 $1,098 $687 Accrued interest receivable on particpant 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 particpant 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-4 DONTECH PROFIT PARTICIPATION PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION Dececmber 31, 1994 (Dollars in Thousands) FUNDNFORMATION 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 $880 63 (367) 103 1,073 (35) 43 Accrued interest income on particpant loans 2 1 0 0 1 0 0 Contributions receivable: from employer 684 187 114 117 234 32 0 from particpants 2,183 629 349 349 763 93 0 Participant loan repayments 0 68 42 42 91 12 (255) Distributions to participants (2,830) (549) (534) (225) (1,486) (36) 0 Loans to participants (53) (82) (59) (15) (55) (2) 160 Interfund transfers 0 (67) (378) (64) 687 (178) 0 Net increase (decrease) for the year 866 250 (833) 307 1,308 (114) (52) Net assets available for plan benefits, as of January 1, 1994 28,560 4,271 5,673 1,007 15,820 1,102 687 Net assets available for plan benefits, as of December 31, 1994 $29,426 $4,521 $4,840 $1,314 $17,128 $988 $635 The accompanying notes are an integral part of the financial statements F-5 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 1994, 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. Liabilities of $668,730 and $520,000 for the years ended December 31, 1994 and December 31, 1993 respectively, relating to participants who have elected to withdraw from the Plan but have not yet been paid, have been reflected on the Form 5500's. The difference between distributions to participants reported in the statement of changes in net assets available for plan benefits and the Form 5500 for the year ended December 31, 1994 amounted to $148,730. 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 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 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. Participating companies make 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 1994 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 the Dun & Bradstreet Common Stock Fund and Ameritech Common Stock Fund ("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 1994, the Internal Revenue Code limit on before tax contribution was $9,240. 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 1994 was $150,000. 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 Dontech, 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 DONTECH PROFIT PARTICIPATION PLAN 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, 1994 was 165. Amounts forfeited by nonvested or partially vested members who terminated during the year ended December 31, 1994, totaled $40,788. Forfeited amounts reduce future 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 of 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 into 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 cash value. For each fund of the Plan, the cash value and number of participants were as follows: F-8 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 3. Investment funds (Cont.) December 31, 1994 1993 Wells Fargo Equity Index Fund: Cash Value $ 4,426,172 $ 4,161,639 Number of participants 334 328 Dun & Bradstreet Common Stock Fund: Cash Value $ 4,776,114 $ 5,569,895 Number of participants 461 479 Ameritech Common Stock Fund: Cash Value $ 1,279,316 $ 917,917 Number of participants 415 415 Special Fixed Income Fund: Cash Value $16,669,037 $15,638,072 Number of Participants 409 464 Wells Fargo Long Term Bond Index Fund: Cash Value $ 974,422 $ 1,101,087 Number of participants 90 91 The variance between the cash value at December 31, 1994 and December 31, 1993, and the net assets available for plan benefits at December 31, 1994 and December 31, 1993 is the distribution payable amount for each fund. 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 3.5% and 3.6% at December 31, 1994 and 1993 respectively. Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, 1994 1993 Wells Fargo Equity Index Fund $210,407* $191,269* The Dun & Bradstreet Corporation Common Stock 125,308* 139,132* Ameritech Corporation Common Stock 1,127 949 Prudential Annuity Contract 71,168* 111,774* New York Life Annuity Contract 42,062* 88,445* John Hancock Annuity Contract 119,481* 89,404* Principal Mutual Annuity Contract 138,432* 98,200* MetLife Annuity Contract 55,371* 0 Wells Fargo LongTerm Bond Index Fund 40,011* 43,260* Loan Account 28,739 25,663 Bankers Trust Short Term Investment Fund 9,110 2,866 Total Investments $841,216 $790,962 Accrued interest and dividends 2,420 2,361 Total assets in Group Trust $843,636 $793,323 * These investments represented 5% or more of total Plan assets. The Group Trust's investments had the following income/(loss) during 1994 (in thousands): Net Appreciation (Depreciation) Investments, at fair value as determined by quoted market prices: Wells Fargo Equity Index Fund $(2,691) The Company Stock Fund (15,201) Wells Fargo Long Term Bond Index Fund ( 4,450) Total net appreciation/(depreciation) $( 22,342) Investment Income Interest 37,929 Dividends 5,961 Total Investment Income 43,890 Group Trust Income $ 21,548 F-10 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investments (Cont.) The Plan's allocated income in the Group Trust represents its participating share throughout the year ended December 31, 1994. 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, Metropolitan 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 and investment manager fees relating to investments in the Ameritech/Dun & Bradstreet Common Stock Fund , Equity Index Fund, and Long Term Bond Index Fund are charged against Plan assets. Trustee fees and other expenses of administering the Plan are borne by DonTech. F-11 -----END PRIVACY-ENHANCED MESSAGE-----