8-K 1 y40976e8-k.txt MOODY'S CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 30, 2000 MOODY'S CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-14037 13-3998945 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 99 CHURCH STREET NEW YORK, NEW YORK 10007 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212)553-0300 THE DUN & BRADSTREET CORPORATION ONE DIAMOND HILL ROAD MURRAY HILL, NEW JERSEY 07974 (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. Other Events On December 15, 1999, the Board of Directors of the Registrant announced a preliminary decision to distribute to the holders of common stock of the Registrant (the "Distribution") all of the common stock of the Registrant's subsidiary, The New D&B Corporation ("New D&B"). On September 8, 2000, the Registrant's Board of Directors formally approved the Distribution and declared a dividend payable to each holder of record of the Registrant's common stock at the close of business on September 20, 2000 (the "Record Date") of one share of New D&B common stock for every two shares of the Registrant's common stock held by such holder at the close of business on the Record Date. Certificates representing shares of New D&B common stock will be mailed to stockholders of the Registrant on or about October 2, 2000. The Registrant has received a ruling from the Internal Revenue Service to the effect that the Distribution will be tax-free to the Registrant and its stockholders. As a result of the Distribution, the Registrant has been separated into two independent publicly traded companies: (i) New D&B, a leading global information company, and (ii) the Registrant, a leading global credit rating, research and risk analysis firm. New D&B is a Delaware corporation, the businesses of which consists of a leading global information company -- Dun & Bradstreet, Inc., the leading provider of business information and related decision-support services. In connection with the Distribution, New D&B has changed its name to "The Dun & Bradstreet Corporation". Shares of New D&B Common Stock are listed on the New York Stock Exchange, Inc. (the "NYSE") under the symbol "DNB". Moody's Investors Service, Inc., a subsidiary of the Registrant, provides credit opinions, research and ratings on fixed-income securities, issuers of securities and other credit obligations (the "Moody's Business"). The Moody's Business will remain with the Registrant after the Distribution. As a result of the Distribution, the Registrant has changed its name to "Moody's Corporation". The Registrant's common stock will continue to trade on the NYSE after the Distribution, but the symbol under which it trades has been changed from "DNB" to "MCO". As a result of the Distribution, the Registrant no longer has any ownership interest in New D&B. In addition, New D&B does not have any ownership interest in the Registrant. New D&B and the Registrant have entered into certain agreements governing the relationship between New D&B and the Registrant after the Distribution and providing for the allocation of tax, employee benefits and certain other assets and liabilities and obligations arising from periods prior to the Distribution, including contingent liabilities relating to certain litigation. Forms of such agreements are filed as Exhibits 10.1 to 10.8 to this Form 8-K. In connection with the Distribution, the Registrant has borrowed approximately $210 million under a new bank credit facility and expects to issue $300 million of senior notes. A portion of the proceeds of this indebtedness has been used to repay existing indebtedness of the Registrant prior to the Distribution. New D&B will retain the obligation for approximately $300 million of existing minority interest financing. 2 3 Attached hereto as Exhibit 99.1 is the Information Statement dated as of September 20, 2000 (the "Information Statement") which the Registrant has sent to each of the record holders of its common stock as of the close of business on the Record Date. The Information Statement contains additional information regarding the Distribution and the Registrant. The following sections of the Information Statement are included in Exhibit 99.1: Questions and Answers About the Distribution Information Statement Summary Forward-Looking Statements Risk Factors The Distribution Relationship Between the New D&B Corporation and Moody's Corporation After The Distribution Dividend Policies Moody's Corporation Capitalization Moody's Corporation Selected Financial Data Moody's Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations Moody's Corporation Business Moody's Corporation Management and Executive Compensation Moody's Corporation Security Ownership By Certain Beneficial Owners and Management Financial Statements - Moody's Corporation (pages F-49 to F-80 inclusive) The information contained in the Information Statement under the caption "Moody's Corporation Management and Executive Compensation--Moody's Executive Officers" is supplemented to add the following with respect to additional persons who have been elected as executive officers of the Registrant: Name, Position with Moody's Corporation and Age Biographical Data ---------------------------- ------------------ Jeanne Dering, 44 .............. Ms. Dering joined Moody's Investors Service, Senior Vice President, Chief Inc. in 1997 as managing director, finance Financial Officer and Treasurer officer and became chief financial officer of Moody's Investors Service, Inc. in 1998. Ms. Dering assumed her current position with Moody's on October 1, 2000. Prior to joining she spent over ten years at The Dun & Bradstreet Corporation in a number of financial management positions, including director of budgets & financial analysis and director of financial planning-acquisitions and new business development. 3 4 John J. Goggins, 40............... Mr. Goggins joined Moody's Investors Senior Vice President and Service, Inc. in February 1999 from General Counsel Dow Jones & Company, where he served as counsel for three years and was responsible for securities, acquisitions and general corporate matters. Prior of Dow Jones, he was an associate at Cadwalader, Wickersham & Taft from 1985 to 1995, where he specialized in mergers and acquisitions. Mr. Goggins assumed his current position with Moody's on October 1, 2000. Andrew E. Kimball, 50............. Mr, Kimball joined Moody's Investors Senior Vice President - Service, Inc. in 1987 as a senior Risk Management Services analyst in the Structured Finance Group. He was named associate director in Structured Finance in 1988 and then, in 1990, associate director of the newly- formed Speculative Grade Ratings Group. In 1994 he left the ratings side of the firm to become managing director of Corporate Ratings Services. He was named managing director of Information Management in 1997 and chief information officer in 1998. He became Managing Director of the Risk Management Services of Moody's Investors Service, Inc. in 1999. Mr. Kimball assumed his current position with Moody's on October 1, 2000. 4 5 ITEM 7. Financial Statements: Pro Forma Financial Statements and Exhibits (b) Pro Forma Financial Information The information included in the section of the Information Statement entitled "Moody's Corporation Pro Forma Condensed Financial Statements" is incorporated herein by reference. Readers should note that notwithstanding the legal form of the Distribution described above, whereby New D&B was "spun-off" by the Registrant, because of the relative significance of the New D&B business to the Registrant, New D&B is being treated as the "accounting successor" to the Registrant for financial reporting purposes. The pro forma financial statements incorporated by reference herein relate to the ongoing operations of the Registrant after the Distribution. (c) Exhibits
Exhibit No. Description ---------- ----------- 3.1 Restated Certificate of Incorporation of the Registrant dated June 15, 1998, as amended effective June 30, 1998, and as further amended effective October 1, 2000. 4.1 Specimen Common Stock certificate. 4.2 Five-Year Credit Agreement, dated as of September 11, 2000, among the Registrant, certain subsidiaries of the Registrant, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as syndication agent, and The Bank of New York, as documentation agent. 4.3 364-Day Credit Agreement, dated as of September 11, 2000, among the Registrant, certain subsidiaries of the Registrant, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as syndication agent, and The Bank of New York, as documentation agent. 10.1 Distribution Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.2 Tax Allocation Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.3 Employee Benefits Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.4 Intellectual Property Assignments, dated as of September 1, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
5 6 10.5 Shared Transaction Services Agreement, dated as of September 30, 2000, between the Registrant(f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.6 Data Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation(f.k.a. The New D&B Corporation). 10.7 Transition Services Agreement dated as of September 30, 2000, between the Registrant(f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation(f.k.a. The New D&B Corporation). 10.8 Insurance and Risk Management Services Agreement, dated as of September 30, 2000, between the Registrant(f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 23.1 Consent of PricewaterhouseCoopers. 99.1 Information Statement, dated September 20, 2000. 6 7 SIGNATURES Pursuant in the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOODY'S CORPORATION By: /s/ John Goggins ------------------------------------ Name: John Goggins Title: Senior Vice President and General Counsel Date: October 3, 2000 7 8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 3.1 Restated Certificate of Incorporation of the Registrant dated June 15, 1998, as amended effective June 30, 1998, and as further amended effective October 1, 2000. 4.1 Specimen Common Stock certificate. 4.2 Five-Year Credit Agreement, dated as of September 11, 2000, among the Registrant, certain subsidiaries of the Registrant, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as syndication agent, and The Bank of New York, as documentation agent. 4.3 364-Day Credit Agreement, dated as of September 11, 2000, among the Registrant, certain subsidiaries of the Registrant, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as syndication agent, and The Bank of New York, as documentation agent. 10.1 Distribution Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.2 Tax Allocation Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.3 Employee Benefits Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.4 Intellectual Property Assignments, dated as of September 1, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.5 Shared Transaction Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.6 Data Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.7 Transaction Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation). 10.8 Insurance and Risk Management Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
8 9 23.1 Consent of PricewaterhouseCoopers. 99.1 Information Statement, dated September 20, 2000. 9