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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): August 13, 2002
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-15967 22-3725387
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Diamond Hill Road, Murray Hill, NJ 07974
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 665-5000
(Former name or former address, if changed since last report.)
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Item 9. Regulation FD Disclosure.
The information in this Current Report is being furnished pursuant to
Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement pursuant to the
Securities Act of 1933, as amended. The furnishing of the information in this
Current Report is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the information this
Current Report contains is material investor information that is not otherwise
publicly available.
On August 13, 2002, pursuant to Securities and Exchange Commission Order
No. 4-460 requiring the filing of sworn statements pursuant to Section 21(a)(1)
of the Securities Exchange Act of 1934, as amended, The Dun & Bradstreet
Corporation (the "Company"), delivered to the Securities and Exchange Commission
(the "Commission") sworn statements of Allan Z. Loren, the Company's Chief
Executive Officer (principal executive officer), and Sara Mathew, the Company's
Chief Financial Officer (principal financial officer), both in the form of
Exhibit A to the Order. The text of each of these sworn statements is set forth
below.
On August 13, 2002, the Company filed with the Commission its Quarterly
Report on Form 10-Q for the period ended June 30, 2002 accompanied by the
certifications of Allan Z. Loren, the Company's Chief Executive Officer (chief
executive officer), and Sara Mathew, the Company's Chief Financial Officer
(chief financial officer), required pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002. The text of each of these
certifications is set forth below.
A. STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Allan Z. Loren, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of The Dun & Bradstreet Corporation (the "Company"), and, except as
corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the
end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001, dated
March 4, 2002, of The Dun & Bradstreet Corporation;
o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of The Dun & Bradstreet Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o Any amendments to any of the foregoing.
/s/ Allan Z. Loren
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Allan Z. Loren
Chief Executive Officer
August 13, 2002
Subscribed and sworn
to before me this 13th
day of August 2002.
/s/Jan Borkowski
Notary Public
My Commission Expires:
April 4, 2007
B. STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Sara Mathew, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of The Dun & Bradstreet Corporation (the "Company"), and,
except as corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the
end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001, dated
March 4, 2002, of The Dun & Bradstreet Corporation;
o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of The Dun & Bradstreet Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o Any amendments to any of the foregoing.
/s/Sara Mathew
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Sara Mathew
Chief Financial Officer
August 13, 2002
Subscribed and sworn
to before me this 13
day of August 2002.
/s/P. Chandra Sekar
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Notary Public
My Commission Expires:
November 28, 2005
C. CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of The Dun & Bradstreet
Corporation (the "Company") hereby certifies that the Company's Quarterly Report
on Form 10-Q for the period ending June 30, 2002 (the "Report"), fully complies
with the requirements of section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ Allan Z. Loren
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Allan Z. Loren
Chief Executive Officer
August 13, 2002
D. CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of The Dun & Bradstreet
Corporation (the "Company") hereby certifies that the Company's Quarterly Report
on Form 10-Q for the period ending June 30, 2002 (the "Report"), fully complies
with the requirements of section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/Sara Mathew
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Sara Mathew
Chief Financial Officer
August 13, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Dun & Bradstreet Corporation
By /s/David J. Lewinter
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David J. Lewinter
Senior Vice President, General Counsel
& Corporate Secretary
DATE: August 13, 2002