-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sm1lt6A/KnGmd57dN+EHZZLBrcViLz4BoHrGv+QLX2sovD09/mOoNtkV/TkGdQHn hS0MKMhQmajP15GyuFKk8w== 0000030419-97-000006.txt : 19970701 0000030419-97-000006.hdr.sgml : 19970701 ACCESSION NUMBER: 0000030419-97-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970626 FILED AS OF DATE: 19970630 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: 97632359 BUSINESS ADDRESS: STREET 1: ONE DIAMOND HILL ROAD CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 2032224200 MAIL ADDRESS: STREET 1: 1 DIAMOND HILL RD STREET 2: 34TH FLOOR CITY: MURRAY HILL STATE: NJ ZIP: 07974 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. 2 (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, 1996 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.) One Diamond Hill Road, Murray Hill, New Jersey 07974 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 665-5000. The undersigned registrant hereby amends its Annual Report on Form 10-K, for the year ended December 31, 1996 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, 1996 of the Profit Participation Plan of The Dun & Bradstreet Corporation. Exhibit 99b - Form 11-K Annual Report for the fiscal year ended December 31, 1996 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: __________________________________ Frank S. Sowinski Senior Vice President and Chief Financial Officer Date: June 19, 1997 INDEX TO EXHIBITS Regulation S-K Exhibit Number Exhibit to 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 (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 21, 1994 (incorporated herein by reference to Exhibit E to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, file number 1-7155, filed March 27, 1995). (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 (incorporated herein by reference to Exhibit F to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, file number 1-7155, filed March 27, 1995). (d) Profit Participation Benefit Equalization Plan, as amended and restated effective January 1, 1995............................................Exhibit E* (e) 1982 Key Employees Stock Option Plan for Registrant and Subsidiaries, as amended April 18, 1995..............................................Exhibit F* (f) 1991 Key Employees Stock Option Plan for Registrant and Subsidiaries, as amended April 18, 1995 (incorporated herein by reference to Exhibit C to Registrant's Proxy Statement dated March 10, 1995, file number 1-7155). (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 Number Exhibit to 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) Key Employees Performance Unit Plan for Registrant and Subsidiaries, as amended April 18, 1995 (incorporated by reference to Exhibit B to Registrant's Proxy Statement dated March 10, 1995, file number 1-7155). (o) Corporate Management Incentive Plan, as amended April 18, 1995 incorporated herein by reference to Exhibit A to Registrant's Proxy Statement dated March 10, 1995, file number 1-7155). (p) 1989 Key Employees Restricted Stock Plan for Registrant and Subsidiaries, as amended April 18, 1995 (incorporated herein by reference to Exhibit D to Registrant's Proxy Statement dated March 10, 1995, file number 1-7155). (q) 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). (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, 1994 (incorporated herein by reference to Exhibit G to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, file number 1-7155, filed March 27, 1995). (t) Restricted Stock Plan for Non-Employee Directors, adopted July 20, 1994 (incorporated by reference to Exhibit E to Registrant's Proxy Statement dated March 10, 1995, file number 1-7155). (u) Executive Transition Plan, as amended on February 19, 1997. Exhibit G* (v) 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). (w) 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). (x) Consulting Agreement, dated March 6, 1995, between Registrant and Charles W. Moritz (incorporated herein by reference to Exhibit H to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, file number 1-7155, filed March 27, 1995). (y) Memorandum of Agreement, dated April 13, 1995, between Registrant and Serge Okun (incorporated by reference to Exhibit 10 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, file number 1-7155, filed August 10, 1995). (z) Agreement and Release, dated July 20, 1995, between Registrant and Edwin A. Bescherer, Jr. (incorporated by reference to Exhibit 10 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, file number 1-7155, filed November 10, 1995). Regulation S-K Exhibit Number Exhibit to this Report (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. 1996 Annual Report..................................................Exhibit D* (18) Letter Re Change in Accounting Principles. Not applicable. (19) Report Furnished to Security Holders. Not applicable (21) Subsidiaries of the Registrant. List of Active Subsidiaries as of January 31, 1997.................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. (27) Financial Data Schedules......................................Exhibit H* (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, 1996 of the Profit Participation Plan of The Dun & Bradstreet Corporation (b) Form 11-K Annual Report for the fiscal year ended December 31, 1996 of the DonTech Profit Participation Plan Exhibit 99(a) Exhibit 99(b) * Filed with Form 10-K on March 27, 1997; 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, 1996 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, One Diamond Hill Road, Murray Hill, NJ 07974. 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: __________________________________ Chester J. Geveda, Jr. Vice President & Controller Date: June 19, 1997 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 19, 1997 on our audits of the financial statements of the Profit Participation Plan of The Dun & Bradstreet Corporation as of December 31, 1996 and 1995 and for the year ended December 31, 1996, which report is included in this annual report on Form 11-K. Coopers & Lybrand LLP New York, New York June 19, 1997 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, 1996 and 1995 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year Ended December 31, 1996 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 net assets available for plan benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION (the "Plan") as of December 31, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 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 statements of net assets available for plan benefits as of December 31, 1996 and 1995 and the statement of changes in net assets available for plan benefits for the year ended December 31, 1996 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 19, 1997 F-2 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For The Year Ended December 31, 1996 (Dollars in Thousands)
FUND INFORMATION Common Stock Fund Dun & Dun & Long Mid & Bradstreet Bradstreet Special Term Small International Equity Legacy Common Fixed Bond Equity Equity Index Stock Stock Income Index Index Index Loan Total Fund Fund Fund Fund Fund Fund Fund Account ASSETS Investments in Group Trust, at fair value $828,250 $316,336 $119,129 $1,709 $326,867 $37,019 $0 $0 $27,190 Accrued interest receivable on participant Loans 102 53 0 0 41 7 1 0 0 Interfund receivable (payable) 0 (7,188) (8,723) 2,561 18,140 (21,028) 9,151 7,087 0 Contributions receivable: employer 340 113 (9) 93 115 20 5 3 0 participants 2,145 841 0 498 595 178 21 12 0 Total assets 830,837 310,155 110,397 4,861 345,758 16,196 9,178 7,102 27,190 LIABILITIES Due to other companies (note 2) (48,460) (25,912) (3,859) (28) (9,766) (3,596) (25) (5) (5,269) Total liabilities (48,460) (25,912) (3,859) (28) (9,766) (3,596) (25) (5) (5,269) Net assets available for plan benefits $782,377 $284,243 $106,538 $4,833 $335,999 $12,600 $9,153 $7,097 $21,921 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, 1995 (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 $935,046 $298,278 $141,942 $417,546 $49,234 $28,046 Accrued interest receivable on participant loans 141 51 30 51 9 0 Interfund receivable (payable) 0 1,290 (571) (1,364) 645 0 Contributions receivable: employer 2,206 820 423 800 163 0 participants 1,924 819 391 547 167 0 Total assets 939,317 301,258 142,215 417,580 50,218 28,046 Net assets available for plan benefits $939,317 $301,258 $142,215 $417,58 0 $50,218 $28,046 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, 1996 (Dollars in Thousands)
FUND INFORMATION Common Stock Fund Dun & Dun & Mid & Bradstreet Bradstreet Special Long Small International Equity Legacy Common Fixed Term Equity Equity Index Stock Stock Income Bond Index Index Loan Total Fund Fund Fund Fund Fund Fund Fund Account Allocated income in Group Trust $92,756 $72,543 $(7,897) $(23) $24,352 $1,999 $0 $0 $1,782 Accrued interest receivable on participant loans 102 53 0 0 41 7 1 0 0 Contributions received: employer 17,609 7,609 2,808 335 5,478 1,371 5 3 0 participants 53,479 23,893 8,158 1,021 16,103 4,278 17 9 0 Participant loan repayments 114 5,076 2,513 191 4,333 835 4 3 (12,841) Distributions to participants (134,173) (45,663) (15,413) (2) (65,179) (7,916) 0 0 0 Loans to participants (3,093) (4,938) (2,390) (4) (4,598) (875) 0 0 9,712 Transfer from Interactive Data Corporation 261 103 76 0 62 20 0 0 0 Transfer of assets to other companies (183,995) (88,724) (15,341) (27) (60,551) (14,544) (25) (5) (4,778) Interfund transfers 0 13,033 (8,191) 3,342 (1,629) (22,793) 9,151 7,087 0 Net increase (decrease) for the year (156,940) (17,015) (35,677) 4,833 (81,588) (37,618) 9,153 7,097 (6,125) Net assets available for plan benefits,as of January 1, 1996 939,317 301,258 142,215 0 417,580 50,218 0 0 28,046 Net assets available for plan benefits, as of December 31, 1996 $782,377 $284,243 $106,538 $4,833 $335,992 $9,153 $7,097 $21,921 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 participating employees ("participants") 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 Distributions are recorded when paid. Liabilities of $17,079,604 and $14,782,281 for the years ended December 31, 1996 and 1995 respectively, relating to participants who have elected to withdraw from the Plan but have not yet been paid, have been reflected on the Forms 5500. 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, 1996 amounted to $2,297,323. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants'account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. Note 2. Plan Description The following summary of major Plan provisions in effect for the Plan year is provided for general information purposes only. Participants 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). F-6 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) 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. Participants 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 participant contributions. The percentage of additional Company matching contributions depends on the average increase in EPS and a participant's total years of service. Participants also may make additional contributions (which are not eligible for company matching contributions) under an Investment Plan addendum to the basic Plan. Participants 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. Participants 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. Participants' 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 participant's aggregate before-tax contributions may not exceed 16% of the participant'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 1996, the Internal Revenue Code limit on before-tax contribution was $9,500. 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 participant and Company contributions under the Plan for 1996 was $150,000. Additionally, the Plan provides for graduated vesting in the value of company contributions to a participant's Plan account over a six year period beginning on the participant's initial employment date with the Company. Upon termination of service with participating companies, participants become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated participants 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.) Participants 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 participant. 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 participants with outstanding loans at December 31, 1996 was 4,648. Amounts forfeited by nonvested or partially vested participants who terminated during the year ended December 31, 1996 totaled $1,148,256. Forfeited amounts reduce future 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 participants of the Plan shall be fully vested in the amounts credited to their accounts. On September 26, 1995, in connection with the sale of Interactive Data Corporation (IDC) $18,976,372 in assets of the IDC Profit Plan were transferred to The Pearson Savings Plan. In 1996, it was determined that the amount previously transferred was in excess of the IDC participant balances. The excess was transferred back into the plan during 1996. On October 2, 1995, associates of Financial Proformas, Inc., a wholly owned subsidiary of The Dun & Bradstreet Corporation, were admitted to participate in the Plan. On December 12, 1995, $920,101 in assets were transferred into the Plan from Financial Proformas, Inc. On November 1, 1996, the Company reorganized into three publicly traded companies by spinning off two of its businesses to shareholders through a tax-free distribution ("the distribution"). The distribution resulted in the following three companies: The Dun & Bradstreet Corporation, ACNielsen Corporation and Cognizant Corporation. The participants of the plan at October 31, 1996 were given the option to transfer their profit participation plan (PPP) account balances into the trivested companies' PPPs, receive a lump sum payment, or keep their funds in the Plan. In connection with the reorganization, assets relating to the participants who elected to transfer their account balance were distributed to Cognizant Corporation and ACNielsen Corporation. Amounts transferred in 1996 totaled $83,506,932 and $44,839,809, respectively. The remaining balances of $8,968,573 and $4,271,816 were transferred subsequent to year end. In addition, assets of $33,773,358 were transferred in 1997 relating to other companies sold as part of the reorganization. During 1996, Plan assets of Dataquest, and other divested companies of $6,199,600 and $987,092 respectively, were transferred. An additional $1,447,820 was transferred after year end relating to the divested companies. Note 3. Investment Funds Participants of the Plan can elect to have amounts credited to their Plan accounts invested in one or more of seven investment funds: an Equity Index Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock Fund, a Special Fixed Income Fund, a Long-Term Bond Index Fund, a Mid & Small Equity Index Fund and an International Equity Index Fund. F-8 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 3. Investment Funds (Cont.) The Equity Index Fund is a fund invested in the common stock of companies included in the Standard & Poor's 500 Stock Index (S&P 500); the number of participants at December 31, 1996 was 9,618. The Dun & Bradstreet Legacy fund consists of shares of the company, ACNielsen and Cognizant common stock; the number of participants at December 31, 1996 was 7,224. The Dun & Bradstreet Common Stock Fund is a fund invested in the common stock of The Dun & Bradstreet Corporation; the number of participants at December 31, 1996 was 3,957. The Special Fixed Income Fund is a fund invested in group insurance contracts (GICs) with one or more insurance companies and/or financial institutions selected by The Dun & Bradstreet Corporation. The insurance companies and/or financial institutions contract to repay both principle and a specific rate of return, depending on market conditions when the contract is negotiated, and the length of the contract; the number of participants at December 31, 1996 was 9,437. The Long Term Bond fund is a fund invested in fixed income securities, including, but not limited to, U.S. government and agency securities, mortgage backed securities issued by agencies of the U.S. government and investment-grade corporate securities; the number of participants at December 31, 1996 was 390. The Mid & Small Equity Index Fund is a fund invested in common stocks in the U.S. equity market that are not included in the S&P 500; the number of participants at December 31, 1996 was 346. The International Equity Index Fund is a fund invested in a portfolio of securities traded outside the U.S. Investment selections are based on the Europe, Australia and Far East Index; the number of participants at December 31, 1996 was 427. Contributions received from participants 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. Note 4. Tax Status The Plan obtained a determination letter on July 7, 1995 in which the Internal Revenue Service stated that the Plan was in compliance with the requirements for a qualified trust under Section 401(a) of the Internal Revenue Code (the "Code") and is exempt from Federal income taxes under the provisions of Section 501(a) of the Code. 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 95.8% and 96.5% at December 31, 1996 and 1995, respectively. F-9 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investment in Group Trust (Cont.) Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, 1996 1995 BZW Barclays Equity Index Fund $326,028* $302,503* The Dun & Bradstreet Corporation Common Stock 1,625 146,717* Ameritech Corporation Common Stock 2,274 2,155 Legacy Common Stock Fund 122,918* 0 Prudential Annuity Contract 0 31,681 New York Life Annuity Contract 42,764 61,770* John Hancock Annuity Contract 93,875* 123,691* Principal Mutual Annuity Contract 118,514* 151,241* MetLife Annuity Contract 87,211* 64,035* BZW Barclays Long-Term Bond Index Fund 37,865 49,680* Loan Account 28,139 28,797 Bankers Trust Short-Term Investment Fund 1,407 4,398 Total Investments $862,620 $966,668 Accrued interest and dividends 1,530 2,378 Total assets in Group Trust $864,150 $969,046 * These investments represented 5% or more of the total Plan assets. The Group Trust's investments had the following income during 1996 (in thousands): Net Appreciation Investments, at fair value as determined by quoted market prices: BZW Barclays Equity Index Fund $ 65,877 The Dun & Bradstreet Corporation/Ameritech Common Stock/ Legacy Common Stock (12,385) BZW Barclays Long-Term Bond Index Fund (1,532) Total net appreciation $ 51,960 Investment Income Interest $ 38,556 Dividends 4,285 Total Investment Income 42,841 Group Trust Income $ 94,801 F-10 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investment in Group Trust (Cont.) The Plan's allocated income in the Group Trust represents its participating share throughout the year ended December 31, 1996. 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 the Bankers Trust Company Short-Term Investment Fund, the BZW Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are valued at the applicable December 31 redemption prices reported by the managers of the Funds. Investments under The 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 approximates fair value and 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 in the fair value of the Group Trust's investments consists of realized gains and losses and the unrealized appreciation 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-1 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, 1996 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, One Diamond Hill Road, Murray Hill, NJ 07974; 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 19, 1997 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 19, 1997 on our audits of the financial statements of the DonTech Profit Participation Plan as of December 31, 1996 and 1995 and for the year ended December 31, 1996, which report is included in this annual report on Form 11-K. Coopers & Lybrand L.L.P New York, New York June 19, 1997 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, 1996 and 1995 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year Ended December 31, 1996 5 Notes to Financial Statements 6-10 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, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 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 statements of net assets available for plan benefits as of December 31, 1996 and 1995 and the statement of changes in net assets available for plan benefits for the year ended December 31, 1996 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 19, 1997 F-2 DONTECH PROFIT PARTICIPATION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For The Year Ended December 31, 1996 (Dollars in Thousands)
FUND INFORMATION Common Stock Funds Dun & Dun & Long Mid & Bradstreet Bradstreet Ameritech Special Term Small Internatioanl Equity Legacy Common Common Fixed Bond Equity Equity Index Stock Stock Stock Income Index Index Index Loan Total Fund Fund Fund Fund Fund Fund Fund Fund Account ASSETS Investments in Group Trust, at fair value $ 35,900 $10,216 $3,968 $141 $2,319 $17,400 $907 $0 $0 $949 Accrued interest receivable on participant loans 5 2 1 0 1 1 0 0 0 0 Interfund receivable (payable) 0 0 (107) 32 (54) 179 (541) 293 198 0 Contributions receivable: employer 129 49 0 21 18 34 5 1 1 0 participants 168 70 2 43 12 38 2 1 0 0 Total assets 36,202 10,337 3,864 237 2,296 17,652 373 295 199 949 Net assets available for plan benefits $36,202 $10,337 $3,864 $237 $2,296 $17,652 $373 $295 $199 $949 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 INFORMATION December 31, 1995 (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 $34,000 $7,476 $5,166 $2,189 $17,251 $1,168 $750 Accrued interest receivable on participant loans 4 1 1 1 1 0 0 Interfund receivable (payable) 0 (27) 3 3 13 8 0 Contributions receivable: employer 331 100 54 55 108 14 0 participants 186 37 19 26 98 6 0 Total assets 34,521 7,587 5,243 2,274 17,471 1,196 750 Net assets available for plan benefits $34,521 $7,587 $5,243 $2,274 $17,471 $1,196 $750 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 For The Year Ended December 31, 1996 (Dollars in Thousands)
FUND INFORMATION Common Stock Fund Dun & Dun & Bradstreet Bradstreet Ameritech Special Long Term Mid & Small International Equity Legacy Common Common Fixed Bond Equity Equity Index Stock Stock Stock Income Index Index Index Loan Total Fund Fund Fund Fund Fund Fund Fund Fund Account Allocated income in Group Trust $2,045 $1,033 $(269) $(1) $115 $1,079 $37 $0 $0 $51 Accrued interest receivable on participant loans 5 2 1 0 1 1 0 0 0 0 Contributions received: employer 819 301 102 27 130 222 35 1 1 0 participants 2,160 924 266 53 335 499 82 1 0 0 Participant loan repayments 4 114 48 8 56 109 14 0 0 (345) Distributions to participants (3,244) (746) (473) 0 (238) (1,673) (114) 0 0 0 Loans to participants (108) (203) (111) 0 (84) (186) (17) 0 0 493 Interfund transfers 0 1,325 (943) 150 (293) 130 (860) 293 198 0 Net increase (decrease) for the year 1,681 2,750 (1,379) 237 22 181 (823) 295 199 199 Net assets available for plan benefits, as of January 1, 1996 34,521 7,587 5,243 0 2,274 17,471 1,196 0 0 750 Net assets available for plan benefits, as of December 31, 1996 $36,202 $10,377 $3,864 $237 $2,296 $17,652 $373 $295 $199 $949 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. Donnelley Corporation and Ameritech Publishing of Illinois, Inc. 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 participating employees ("participants") 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 Distributions are recorded when paid. Liabilities of $478,700 and $314,269 for the years ended December 31, 1996 and 1995, respectively, relating to participants who have elected to withdraw from the Plan but have not yet been paid, have been reflected on the Forms 5500. 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, 1996 amounted to $164,431. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. Note 2. Plan Description The following summary of major Plan provisions in effect for the Plan year is provided for general information purposes only. Participants should refer to the Plan document for more complete information. F-6 DONTECH PROFIT PARTICIPATION PLAN 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 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. Participants 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 participant 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. Participants also may make additional contributions (which are not eligible for company matching contributions) under an Investment Plan addendum to the basic Plan. Participants 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. Participants 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. Participants' 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 participant'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 1996, the Internal Revenue Code limit on before-tax contribution was $9,500. 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 participant and Company contributions under the Plan for 1996 was $150,000. Additionally, the Plan provides for graduated vesting in the value of company contributions to a participant'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, participants become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated participants who have an account balance in excess of $3,500 may elect various forms of deferred distribution. Participants 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 participant. 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 participants with outstanding loans at December 31, 1996 was 197. F-7 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Amounts forfeited by nonvested or partially vested participants who terminated during the year ended December 31, 1996 totaled $8,795. 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 participants of the Plan shall be fully vested in the amounts credited to their accounts. Note 3. Investment Funds Participants of the Plan can elect to have amounts credited to their Plan accounts invested in one or more of eight investment funds: an Equity Index Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock Fund, an Ameritech Common Stock Fund, a Special Fixed Income Fund, a Long-Term Bond Index Fund, a Mid & Small Equity Index Fund and an International Equity Index Fund. The Equity Index Fund is a fund invested in the common stock of companies included in the Standard & Poor's 500 Stock Index (S&P 500); the number of participants at December 31, 1996 was 452. The Dun & Bradstreet Legacy fund consists of shares of the company, ACNielsen and Cognizant common stock; the number of participants at December 31, 1996 was 430. The Dun & Bradstreet Common Stock Fund is a fund invested in the common stock of The Dun & Bradstreet Corporation; the number of participants at December 31, 1996 was 322. The Ameritech Common Stock Fund is a fund invested in the common stock of Ameritech Corporation; the number of participants at December 31, 1996 was 438. The Special Fixed Income Fund is a fund invested in group insurance contracts (GICs) with one or more insurance companies and/or financial institutions selected by The Dun & Bradstreet Corporation. The insurance companies and/or financial institutions contract to repay both principle and a specific rate of return, depending on market conditions when the contract is negotiated, and the length of the contract; the number of participants at December 31, 1996 was 467. The Long Term Bond fund is a fund invested in fixed income securities, including, but not limited to, U.S. government and agency securities, mortgage backed securities issued by agencies of the U.S. government and investment-grade corporate securities; the number of participants at December 31, 1996 was 7. The Mid & Small Equity Index Fund is a fund invested in common stocks in the U.S. equity market that are not included in the S&P 500; the number of participants at December 31, 1996 was 6. The International Equity Index Fund is a fund invested in a portfolio of securities traded outside the U.S. Investment selections are based on the Europe, Australia and Far East Index; the number of participants at December 31, 1996 was 9. Contributions received from participants 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. F-8 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 4. Tax Status The Plan obtained a determination letter on January 31, 1996 in which the Internal Revenue Service stated that the Plan was in compliance with the requirements for a qualified trust under Section 401(a) of the Internal Revenue Code (the "Code"). 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 4.2% and 3.5% at December 31, 1996, respectively and 1995. Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, 1996 1995 BZW Barclays Equity Index Fund $326,028* $302,503* The Dun & Bradstreet Corporation Common Stock 1,625 146,717* Ameritech Corporation Common Stock 2,274 2,155 Legacy Common Stock 122,918* 0 Prudential Annuity Contract 0 31,681 New York Life Annuity Contract 42,764 61,770* John Hancock Annuity Contract 93,875* 123,691* Principal Mutual Annuity Contract 118,514* 151,241* MetLife Annuity Contract 87,211* 64,035* BZW Barclays Long-Term Bond Index Fund 37,865 49,680* Loan Account 28,139 28,797 Bankers Trust Short-Term Investment Fund 1,407 4,398 Total Investments $862,620 $966,668 Accrued interest and dividends 1,530 2,378 Total assets in Group Trust $864,150 $969,046 * These investments represented 5% or more of total Plan assets. The Group Trust's investments had the following income during 1996 (in thousands): Net Appreciation Investments, at fair value as determined by quoted market prices: BZW Barclays Equity Index Fund $ 65,877 The Dun & Bradstreet Corporation/Ameritech Common Stock/ Legacy Common Stock Fund (12,385) BZW Barclays Long-Term Bond Index Fund (1,532) Total net appreciation $ 51,960 F-9 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investments (Cont.) Investment Income Interest $ 38,556 Dividends 4,285 Total Investment Income 42,841 Group Trust Income $ 94,801 The Plan's allocated income in the Group Trust represents its participating share throughout the year ended December 31, 1996. 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 the Bankers Trust Company Short-Term Investment Fund, the BZW Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are valued at the applicable December 31 redemption prices reported by the managers of the Funds. Investments under The 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 approximates fair value and 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 in the fair value of the Group Trust's investments consists of realized gains and losses and the unrealized appreciation 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-10 -----END PRIVACY-ENHANCED MESSAGE-----