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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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: 001-12275
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
Nielsen Media Research, Inc. Savings Plan
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
Nielsen Media Research, Inc., 299 Park Avenue, New York, New York 10171
REQUIRED INFORMATION
The required financial statements are attached to this report.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Asset Management/Employee Benefits Committee of Nielsen Media Research, Inc. has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
(Name of Plan)
By: /s/ STUART J. GOLDSHEIN
------------------------------------
Stuart J. Goldshein
Vice President & Controller
Date: June 29, 1999
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
INDEX
DECEMBER 31, 1998
<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
Report of Independent Accountants ................................................... 2
Financial Statements:
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31, 1998 ......................................................... 3
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31, 1997 ......................................................... 4
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 31, 1998 ............................................ 5
Notes to Financial Statements ..................................................... 6-10
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes ........................ 11
Item 27d - (Part I) Schedule of Reportable Individual Transactions by Issue ....... 12
Item 27d - (Part II) Schedule of Reportable Cumulative Transactions by Issue ...... 13
Consent of Independent Accountants .................................................. 14
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Nielsen Media Research, Inc. Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Nielsen Media Research, Inc. Savings Plan (the "Plan") at December 31,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles. 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 of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits 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 benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
June 24, 1999
2
<PAGE>
<TABLE>
<CAPTION>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1998
(Dollars in thousands)
IMS
Nielsen Media Health Small Inter-
S&P 500 Research, Inc. Special Legacy Company national
Equity Common Fixed Common Equity Equity Balanced
Index Stock Income Stock Index Index Index Loan
Total Fund Fund* Fund Fund Fund Fund Fund Fund
-------- ------- ------------- -------- --------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $89,613 $43,076 $2,422 $23,923 $7,953 $4,010 $2,493 $3,178 $2,558
Interfund receivable/(payable) -- (11) (357) 476 (314) 162 44 -- --
Loan and interest receivable/
(payable) 20 (13) 7 (15) (14) -- 1 1 53
Receivables:
Members contributions 502 244 56 117 -- 42 17 26 --
Company contributions 115 52 17 31 (1) 8 3 5 --
------- ------- ------ ------- -------- ------ ------ ------ ------
Net assets available for
benefits $90,250 $43,348 $2,145 $24,532 $7,624 $4,222 $2,558 $3,210 $2,611
======= ======= ====== ======= ======== ====== ====== ====== ======
</TABLE>
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* Formerly known as the Cognizant Common Stock Fund
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1997
(Dollars in thousands)
Small Inter-
S&P 500 Cognizant Special Dun & Company national
Equity Common Fixed Bradstreet Equity Equity Balanced
Index Stock Income Legacy Index Index Index Loan
Total Fund Fund Fund Fund Fund Fund Fund Fund
-------- -------- --------- --------- ---------- -------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $138,279 $63,753 $8,392 $42,691 $3,693 $7,290 $3,368 $4,515 $4,577
Interfund receivable/(payable) -- (22) 1 3,677 (3,693) 1 (4) 40 --
Loan and interest receivable/
(payable) 6 13 10 (19) -- 8 -- 9 (15)
Receivables:
Members contributions 637 260 88 169 -- 62 29 29 --
Company contributions 216 98 30 57 -- 17 8 6 --
Dun & Bradstreet Profit
Participation Plan 21 11 - 10 -- -- -- -- --
-------- ------- ------ ------- ------ ------ ------ ------ ------
Net assets available for
benefits $139,159 $64,113 $8,521 $46,585 $ -- $7,378 $3,401 $4,599 $4,562
======== ======= ====== ======= ====== ====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the year ended December 31, 1998
(Dollars in thousands)
IMS
Nielsen Media Health Small Inter-
S&P 500 Research Inc. Special Legacy Company national
Equity Common Fixed Common Equity Equity Balanced
Index Stock Income Stock Index Index Index Loan
Total Fund Fund* Fund Fund Fund Fund Fund Fund
--------- -------- ------------- -------- -------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Transfers from/(to)
other trustees $ 855 $ 69 $ (6,795) $ 110 $6,791 $ 56 $ 551 $ 73 $ --
Investment income:
Net appreciation 23,248 15,232 4,703 -- 1,823 446 262 782 --
Interest and dividend income 2,242 5 18 2,206 8 2 1 2 --
-------- -------- -------- -------- ------- ------- ------- ------- -------
Total investment income 25,490 15,237 4,721 2,206 1,831 448 263 784 --
-------- -------- -------- -------- ------- ------- ------- ------- -------
Interest on member loans 281 (8) (4) (7) -- -- -- -- 300
Repayment of member loans -- 932 281 631 -- 114 63 70 (2,091)
Contributions:
Members 11,755 5,582 1,379 2,802 -- 926 503 563 --
Company, net of forfeitures 3,820 1,791 499 921 (10) 287 162 170 --
Rollover 1,265 545 198 133 -- 159 67 163 --
-------- -------- -------- -------- ------- ------- ------- ------- -------
Total contributions 16,840 7,918 2,076 3,856 (10) 1,372 732 896 --
-------- -------- -------- -------- ------- ------- ------- ------- -------
Total additions 43,466 24,148 279 6,796 8,612 1,990 1,609 1,823 (1,791)
-------- -------- -------- -------- ------- ------- ------- ------- -------
Deductions from net assets
attributed to:
Transfers to IMS Health
Incorporated Savings Plan (85,688) (42,683) (6,856) (23,232) -- (4,682) (2,487) (3,464) (2,284)
Benefits paid to members (6,687) (2,288) (250) (2,543) (108) (389) (268) (644) (197)
Loans to members -- (1,092) (202) (740) (90) (85) (44) (68) 2,321
-------- -------- -------- -------- ------- ------- ------- ------- -------
Total deductions (92,375) (46,063) (7,308) (26,515) (198) (5,156) (2,799) (4,176) (160)
-------- -------- -------- -------- ------- ------- ------- ------- -------
Net increase/(decrease) prior
to interfund transfers (48,909) (21,915) (7,029) (19,719) 8,414 (3,166) (1,190) (2,353) (1,951)
Interfund transfers-net -- 1,150 653 (2,334) (790) 10 347 964 --
-------- -------- -------- -------- ------- ------- ------- ------- -------
Net increase/(decrease) (48,909) (20,765) (6,376) (22,053) 7,624 (3,156) (843) (1,389) (1,951)
Net assets available for
benefits:
Beginning of period 139,159 64,113 8,521 46,585 -- 7,378 3,401 4,599 4,562
-------- -------- -------- -------- ------- ------- ------- ------- -------
End of period $ 90,250 $ 43,348 $ 2,145 $ 24,532 $7,624 $ 4,222 $ 2,558 $ 3,210 $ 2,611
======== ======== ======== ======== ======= ======= ======= ======= =======
</TABLE>
- ----------
* Formerly known as the Cognizant Common Stock Fund
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
On November 1, 1996 (the "Inception Date"), the Dun & Bradstreet Corporation
("D&B") spun-off Cognizant Corporation ("Cognizant"), which included the
businesses of Nielsen Media Research, Inc. (the "Company" or "Nielsen Media
Research") and IMS Health Incorporated ("IMS Health"). As of the Inception
Date, Cognizant adopted the Cognizant Corporation Savings Plan for the
benefit of Nielsen Media Research and IMS Health employees who were members
in the D&B Profit Participation Plan. On June 30, 1998, Cognizant, which is
now the Company, spun off the business of IMS Health (the "Distribution"). In
connection with the Distribution, the Company continued the Cognizant
Corporation Savings Plan, which was renamed the Nielsen Media Research, Inc.
Savings Plan (the "Plan"), for the benefit of the Nielsen Media Research
employees. Assets related to investments by IMS Health employees were
transferred effective July 1, 1998 to the newly established IMS Health
Incorporated Savings Plan.
GENERAL
The Plan is a defined contribution plan available to all U.S. employees of
the Company which have been designated to participate in the Plan. Full-time
and regular part-time employees are eligible to participate in the Plan in
the first calendar month following their first day of employment. Temporary
employees who work at least 1,000 hours in their first year of employment,
or any subsequent calendar year, are also eligible to participate. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
CONTRIBUTIONS
A member may elect to contribute 1% to 16% of compensation. A member may
designate savings as before-tax savings or after-tax savings. A member who is
a highly compensated employee may be limited to less than 16% on a before-tax
basis due to the existence of certain tests required under the Internal
Revenue Code (the "Code"). For 1998, the Code limit on before-tax
contributions was $10,000.
The Company matches an amount equal to 50% of a member's savings, up to the
first 6%. Member savings in excess of 6% are supplemental savings that are
not matched by Company contributions. Matching Company contributions are
invested in the same investment funds as the member's own contributions. The
member's contributions and the Company's matching contributions are forwarded
monthly to the plan trustee.
MEMBER ACCOUNTS
Each member's account is credited with the member's contribution and
allocations of the Company's contributions and Plan earnings.
CONTINUED 6
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
VESTING
Members are 100% vested in the Company matching contributions after the third
year of employment. Notwithstanding the foregoing statement, a member becomes
fully vested in their Company contribution account upon retirement,
disability, or death.
INVESTMENT FUNDS
Contributions for member savings shall be invested in selected investment
funds, in multiples of 5%. All dividends and earnings from funds are
reinvested in that same fund. However, dividends paid on common stock in the
IMS Health Legacy Fund may be held in a short-term investment fund.
S&P 500 EQUITY INDEX FUND - A fund invested in the common stock of
companies included in the Standard & Poor's 500 Stock Index. There are
1,874 members invested in this fund as of December 31, 1998.
NIELSEN MEDIA RESEARCH, INC. COMMON STOCK FUND - A fund invested in the
common stock of Nielsen Media Research, Inc. This fund, formerly known
as the Cognizant Common Stock Fund, had been invested in Cognizant
Corporation prior to June 30, 1998. There are 1,151 members invested in
this fund as of December 31, 1998.
SPECIAL FIXED INCOME FUND - A fund invested in guaranteed investment
contracts (GICs) with one or more insurance companies and/or financial
institutions selected by the Company. The insurance companies and/or
financial institutions contract to repay both principal and a specific
rate of return, from 4.88% to 7.30% with maturity dates from April 1,
1999 to October 1, 2003. The average yield for the year ended December
31, 1998 and 1997 was 6.68% and 6.64%, respectively. The contract values
of the guaranteed investment contracts approximate their fair market
value. There are 1,432 members in this fund as of December 31, 1998.
IMS HEALTH LEGACY COMMON STOCK FUND - A fund consisting of shares of IMS
Health common stock. There are 984 members in this fund. This is a
temporary fund established for the spinoff of IMS Health. No additional
members are eligible to participate. However, current members may
sell their shares at any time.
SMALL COMPANY EQUITY INDEX FUND - A fund invested in common stocks in
the U.S. equity market that are not included in the Standard & Poor's
500 (S&P 500) Stock Index. There are 748 members in this fund as of
December 31, 1998.
INTERNATIONAL EQUITY INDEX FUND - A fund invested in a portfolio of
securities traded outside the United States. Investment selections are
based on the Europe, Australia and Far East Index. There are 563 members
in this fund as of December 31, 1998.
BALANCED INDEX FUND - A fund comprised of 60% equity stocks (S&P 500)
and 40% U.S. debt instruments. There are 463 members in this fund as of
December 31, 1998.
The following investments represent 5% or more of net assets available
for benefits: (dollar amounts in thousands)
DECEMBER 31,
----------------------
1998 1997
------- --------
S&P 500 Equity Index Fund ............. $43,076 $63,753
Special Fixed Income Fund ............. $23,923 $42,691
IMS Health Legacy Common Stock Fund ... $ 7,953 --
Cognizant Common Stock Fund............ -- $ 8,392
Small Company Equity Index Fund........ -- $ 7,290
CONTINUED 7
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
MEMBERS LOANS
Members may borrow from their fund accounts a minimum of $500 up to a maximum
equal to the lesser of 50 percent of their vested account balance or $50,000
minus the highest outstanding loan balance they had in the preceding 12
months. Loan transactions are treated as a transfer to (from) the investment
fund from (to) the loan fund. The maximum loan term is 57 months or up to 117
months for the purchase of a primary residence. The loans are secured by the
balance in the member's account and bear interest at the prime rate as
published in The Wall Street Journal plus 2%. Principal and interest is
collected ratably through monthly payroll deductions.
PAYMENTS OF BENEFITS
On termination of service due to death, disability, retirement or other
reasons, a member may elect to receive either a lump sum amount equal to the
value of the member's vested interest in his or her account or, subject to
certain conditions, annual installments over a period not greater than twenty
years. Members may also elect to defer distributions subject to certain
conditions.
FORFEITURES
Forfeitures of terminated members' nonvested contributions are applied to
reduce future Company contributions. Forfeitures for the year ended December
31, 1998 were approximately $94,000 and were recorded net of contributions.
ADMINISTRATIVE EXPENSES
Transaction and investment manager fees for each fund are charged against the
Plan's assets. Trustee fees and other expenses of administering the Plan are
borne by the Company. These fees are netted against net
appreciation/(depreciation) as they are immaterial.
2. ACCOUNTING POLICIES:
The financial statements of the Plan are prepared under the accrual method of
accounting. The Plan's financial statements have been prepared in conformity
with generally accepted accounting principles. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of investment income and expenses during the reporting
period. Actual results could differ from those estimates.
The Plan provides for various investment options in any combination of
stocks, fixed income securities, mutual funds, and other investment
securities. These 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
CONTINUED 8
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
near term could materially affect members' account balances and the amounts
reported in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits.
The Plan's guaranteed investment contracts are stated at contract values,
which represent the aggregate amount of deposits thereto, plus interest at
the contract rate, less withdrawals. Mutual funds are valued at the net asset
values reported by the funds. The Company's common stock and the IMS Health's
common stock are valued at their quoted market price. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
3. FEDERAL INCOME TAX:
The Plan obtained its determination letter on March 19, 1998 in which the
Internal Revenue Service stated that the Plan was in compliance with the
applicable requirements of the Code. The Plan administrator and the Plan's
legal counsel believe that the Plan is currently designed and being operated
in compliance with the applicable requirements of the Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
4. PLAN TERMINATION:
While the Company has not expressed any intent to discontinue its
contributions or terminate the Plan, it is free to do so at any time subject
to the provisions of ERISA and the Code which state that, in such event, all
members of the Plan shall be fully vested in the amounts in their accounts.
In the event of Plan termination, members will become 100% vested in the
Company's contribution portion of their accounts.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits at
December 31, 1998 and 1997 per the financial statements to the Form 5500
(dollar amounts in thousands):
<TABLE>
<CAPTION>
1998 1997
------- --------
<S> <C> <C>
Net assets available for benefits per the financial statements ........ $90,250 $139,159
Amounts allocated to withdrawing members .............................. 252 438
------- --------
Net assets available for benefits per the Form 5500 ................... $89,998 $138,721
======= ========
</TABLE>
CONTINUED 9
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
The following is a reconciliation of benefits paid to members for the year
ended December 31, 1998 per the financial statements to the Form 5500:
Benefits paid to members per the financial statements ......... $6,687
Amounts allocated to withdrawing members ...................... 252
------
Benefits paid to members per the Form 5500 .................... $6,939
======
Amounts allocated to withdrawing members are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1998, but not yet paid as of that date.
10
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
(DOLLAR AMOUNT IN THOUSANDS)
DESCRIPTION OF ASSET COST FAIR VALUE
- ---------------------------------------------------- ---------- ----------
<S> <C> <C>
BT Pyramid Directed Account Cash Fund $ 113 $ 113
BZW Barclays Money Market for EBT 1 1
BZW Equity Index Fund 83 93
Wells Fargo Equity Index Fund 19,609 44,978
Wells Fargo U.S. Debt Fund 1,088 1,182
BGI Extended Equity Market Fund 3,461 4,010
BGI EAFE Equity Index Fund 2,206 2,483
BGI Miscellaneous Fund 7 10
Nielsen Media Research, Inc. Common Stock 1,407 2,421
IMS Health Common Stock 6,118 7,890
Participant Loans (Rate 8.00%-12.50%) -- 2,558
GUARANTEED INVESTMENT CONTRACTS:
Allstate Rate - 6.24%, matures on 4/1/2002 1,012 1,012
Allstate Rate - 4.88%, matures on 10/1/2002 1,561 1,561
John Hancock - Rate 6.22%, matures on 4/3/2000 888 888
John Hancock - Rate 5.66%, matures on 4/2/2001 1,616 1,616
John Hancock - Rate 6.12%, matures on 4/2/2001 2,066 2,066
John Hancock - Rate 6.01%, matures on 4/1/2002 1,074 1,074
Metropolitan Life - Rate 7.30%, matures on 4/1/1999 931 931
Metropolitan Life - Rate 6.20%, matures on 10/1/1999 1,102 1,102
Metropolitan Life - Rate 6.15%, matures on 10/2/2000 429 429
Metropolitan Life - Rate 6.75%, matures on 10/2/2000 1,033 1,033
Metropolitan Life - Rate 6.08%, matures on 10/1/2001 2,285 2,285
New York Life - Rate 7.19%, matures on 10/1/1999 540 540
New York Life - Rate 6.25%, matures on 4/3/2000 660 660
New York Life - Rate 7.17%, matures on 10/1/2003 3,418 3,418
Principal Mutual - Rate 7.24%, matures on 9/30/1999 698 698
Principal Mutual - Rate 6.40%, matures on 10/1/2000 998 998
Principal Mutual - Rate 7.22%, matures on 9/30/2003 3,563 3,563
------- -------
Total Investments $57,967 $89,613
======= =======
</TABLE>
11
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d (PART I) -- SCHEDULE OF 5% REPORTABLE INDIVIDUAL TRANSACTIONS BY ISSUE
FOR THE YEAR ENDED DECEMBER 31, 1998
SELLING/
PURCHASE/ FAIR VALUE NET GAIN
COST OF OF ASSETS ON OR
SECURITY DESCRIPTION ASSET TRANSACTION LOSS
- -------------------------------- ------------ ------------- --------
<S> <C> <C> <C>
BT Pyramid Directed Account Cash
Account Fund
Sold on 08/03/1998 $22,904,402 $22,904,402 --
Purchased on 07/31/1998 22,884,969
</TABLE>
12
<PAGE>
NIELSEN MEDIA RESEARCH, INC. SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27d (PART II) - SCHEDULE OF 5% REPORTABLE CUMULATIVE TRANSACTIONS BY ISSUE
FOR THE YEAR ENDED DECEMBER 31, 1998
DISPOSED ACQUIRED
----------------------------- --------------------------
SECURITY DESCRIPTION SALES PROCEEDS GAIN/LOSS PURCHASES COST
- ------------------------ ------ ------------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
BT Pyramid Directed
Account Cash Funds 216 $53,431,750 $ -- 306 $50,606,431
Wells Fargo Equity Index 10 1,340,413 518,712 48 9,564,961
IMS Health Incorporated
Common Stock 13 13,907,973 5,487,219 2 7,159,330
</TABLE>
13
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Nielsen Media Research, Inc. on Form S-8 (File No. 333-13889) of our report
dated June 24, 1999 on our audits of the financial statements of the Nielsen
Media Research, Inc. Savings Plan as of December 31, 1998 and for the year ended
December 31, 1998, which report is included in this annual report on Form 11-K.
PRICEWATERHOUSECOOPERS LLP
New York, New York
June 29, 1999
