SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
X
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1997
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 001-12277.
ACNielsen Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-1454128
(State of incorporation) (I.R.S. Employer Identification No.)
177 Broad Street, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 961-3000.
<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-K, for
the year ended December 31, 1997 by amending the Index to Exhibits to add
new exhibit 99 as described below and by filing such new exhibit:
Exhibit 99 - Form 11-K Annual Report for the fiscal year ended
December 31, 1997 of the ACNielsen Corporation Savings 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.
ACNielsen Corporation
(Registrant)
Robert J. Chrenc
By: _________________________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Date: June 25, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
Regulation S-K Description
3 Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation of the Company dated October
7, 1996 (incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 10, Commission File
No. 001-12277 (the"Form 10")). *
(b) Amended and Restated By-laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Form 10). *
4 Instruments Defining the Rights of Security Holders, Including Indentures.
(a) Rights Agreement dated as of October 17, 1996 between ACNielsen
Corporation and First Chicago Trust Company of New York (incorporated
herein by reference to Exhibit 1 to the Company's Form 8-A filed on
October 18, 1996, Commission File No. 001-12277). *
(b) ACNielsen Corporation $125,000,000 Credit Agreement dated as of
December 19, 1996 (incorporated herein by reference to Exhibit 4 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, Commission File No. 001-12277, (the "1996
Form 10-K")). *
(c) First Amendment dated as of July 1, 1997 to the ACNielsen Corporation
$125,000,000 Credit Agreement dated as of December 19, 1996
(incorporated herein by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997, Commission File No. 001-12277). *
10 Material Contracts. (All of the following documents, except for items
(a) through (f), are management contracts or compensatory plans or
arrangements required to be filed pursuant to Item 14(c).)
(a) Distribution Agreement dated as of October 28, 1996 among The Dun &
Bradstreet Corporation, Cognizant Corporation and ACNielsen Corporation
(incorporated herein by reference to Exhibit 10(a) to the 1996
Form 10-K). *
(b) Tax Allocation Agreement dated as of October 28, 1996 among The Dun &
Bradstreet Corporation, Cognizant Corporation and ACNielsen Corporation
(incorporated herein by reference to Exhibit 10(b) to the 1996
Form 10-K). *
(c) Employee Benefits Agreement dated as of October 28, 1996 among The Dun
& Bradstreet Corporation, Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference to Exhibit 10(c) to
the 1996 Form 10-K). *
(d) Intellectual Property Agreement dated as of October 28, 1996 among
The Dun & Bradstreet Corporation, Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference to Exhibit 10(d) to the
1996 Form 10-K). *
(e) TAM Master Agreement dated as of October 28, 1996 between Cognizant
Corporation and ACNielsen Corporation (incorporated herein by
reference to Exhibit 10(e) to the 1996 Form 10-K). *
! This exhibit constitutes a management contract, compensatory plan, or
arrangement.
* Incorporated herein by reference to a previously filed document.
** Filed with Form 10-K on March 26, 1998; not included with this amendment.
<PAGE>
Exhibit Number
Regulation S-K Description
(f) Indemnity and Joint Defense Agreement dated as of October 28, 1996
among The Dun & Bradstreet Corporation, Cognizant Corporation and
ACNielsen Corporation (incorporated herein by reference to
Exhibit 10(f) to the 1996 Form 10-K). *
(g) 1996 ACNielsen Corporation Non-Employee Directors' Stock Incentive
Plan (incorporated herein by reference to Exhibit 10(g) to the 1996
Form 10-K). !*
(h) 1996 ACNielsen Corporation Non-Employee Directors' Deferred
Compensation Plan (incorporated herein by reference to Exhibit 10(h)
to the 1996 Form 10-K). !*
(i) 1996 ACNielsen Corporation Key Employees' Stock Incentive Plan
(incorporated herein by reference to Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997, Commission File No. 001-12277). !*
(j) 1996 ACNielsen Corporation Replacement Plan for Certain Employees
Holding The Dun & Bradstreet Corporation Equity-Based Awards
(incorporated herein by reference to Exhibit 10(j) to the 1996
Form 10-K). !*
(k) 1996 ACNielsen Corporation Senior Executive Incentive Plan
(incorporated herein by reference to Exhibit 10(k) to the 1996
Form 10-K). !*
(l) 1996 ACNielsen Corporation Management Incentive Bonus Plan
(incorporated herein by reference to Exhibit 10(l) to the 1996
Form 10-K). !*
(m) ACNielsen Corporation Supplemental Executive Retirement Plan
(incorporated herein by reference to Exhibit 10(m) to the 1996
Form 10-K). !*
(n) ACNielsen Corporation Retirement Benefit Excess Plan (incorporated
herein by reference to Exhibit 10(n) to the 1996 Form 10-K). !*
(o) ACNielsen Corporation Executive Transition Plan (incorporated herein
by reference to Exhibit 10(o) to the 1996 Form 10-K). !*
(p) Form of Change-in-Control Agreements (incorporated herein by
reference to Exhibit 10(p) to the 1996 Form 10-K). !*
(q) Form of Option Agreement (incorporated herein by reference to Exhibit
10(q) to the 1996 Form 10-K). !*
(r) Form of LSAR Agreement (incorporated herein by reference to Exhibit
10(r) to the 1996 Form 10-K). !*
(s) Form of Directors" Restricted Stock Agreement (incorporated herein by
reference to Exhibit 10(s) to the 1996 Form 10-K). !*
11 Statement Re Computation of Per Share Earnings (filed herewith). **
Computation of Earnings Per Share of Common Stock on a Diluted Basis
13 Annual Report to Security Holders (filed herewith). **
1997 Annual Report
Only responsive information appearing on Pages 33 to 56 to Exhibit
13 is incorporated herein by reference, and no other information
appearing in Exhibit 13 is or shall be deemed to be filed as part
of this Form 10-K.
! This exhibit constitutes a management contract, compensatory plan, or
arrangement.
* Incorporated herein by reference to a previously filed document.
** Filed with Form 10-K on March 26, 1998; not included with this amendment.
<PAGE>
Exhibit Number
Regulation S-K Description
21 Subsidiaries of the Registrant (filed herewith). **
List of Active Subsidiaries as of January 31, 1998
23 Consents of Experts and Counsel (filed herewith). **
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (filed herewith). **
Powers of Attorney dated February 19, 1998
27 Financial Data Schedule (filed herewith). **
99 Additional Exhibit
Form 11-K Annual Report for the fiscal year ended December 31, 1997
of the ACNielsen Corporation Savings Plan. Exhibit 99
! This exhibit constitutes a management contract, compensatory plan, or
arrangement.
* Incorporated herein by reference to a previously filed document.
** Filed with Form 10-K on March 26, 1998; not included with this amendment.
<PAGE>
Exhibit 99
<PAGE>
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
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 001-12277
A. Full title of the plan and the address of the plan, if different from
that of the issuer
named below:
ACNielsen Corporation Savings Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ACNielsen Corporation, 177 Broad Street, Stamford, CT 06901.
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the ACNielsen Corporation Savings Plan have duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ACNIELSEN CORPORATION SAVINGS PLAN
(Name of Plan)
Robert J. Chrenc
BY: ____________________________________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Date: June 25, 1998
<PAGE>
ACNIELSEN CORPORATION SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Pages
Report of Independent Public Accountants 2
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1997 3
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1996 4
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1997 5
Notes to Financial Statements 6-13
Schedule of Assets Held for Investment Purposes as of December 31, 1997 14
Consent of Independent Public Accountants 15
<PAGE>
_________________
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of ACNielsen Corporation:
We have audited the accompanying statements of net assets available for
plan benefits with fund information of the ACNielsen Corporation Savings Plan
(the "Plan") as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits with fund information for
the year ended December 31, 1997. 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 audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits
of the Plan as of December 31, 1997 and 1996, and the changes in its net
assets available for plan benefits for the year ended December 31, 1997, 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 supplemental schedule of
assets held for investment purposes is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is 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 plan benefits as of December 31, 1997
and 1996 and the statement of changes in net assets available for plan
benefits for the year ended December 31, 1997 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 supplemental schedule and the 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.
Arthur Andersen LLP
Stamford, Connecticut,
June 25, 1998
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1997
Continued
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
<C>
ACNielsen
Common Long Legacy Loan
Stock Special Term Fund Account
Equity Fund at Fixed Bond at at Managed
Index Bankers Income Index Bankers Bankers Income
Fund Trust Fund Fund Trust Trust Fund
ASSETS
Investments:
Cash equivalents $0 $0 $0 $0 $0 $0 $0
Common stock 0 0 0 0 0 0 0
Insurance contracts 0 0 0 0 0 0 17,360,517
Registered investment
companies 0 0 0 0 0 0 0
Loans to participants 0 0 0 0 0 0 0
Total Investments 0 0 0 0 0 0 17,360,517
Total assets 0 0 0 0 0 0 17,360,517
Net assets available for
Plan Benefits $0 $0 $0 $0 $0 $0 $17,360,517
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1997
Continued
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACNielsen
Stock Legacy
Fund Fund Growth & OTC Blue Asset Low-Priced
at at Income Portfolio Chip Manager Stock
Fidelity Fidelity Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $61,656 $0 $0 $0 $0 $0 $0
Common stock 2,251,410 1,669,590 0 0 0 0 0
Insurance contracts 0 0 0 0 0 0 0
Registered investment
companies 0 0 33,688,101 1,517,955 3,849,554 899,943 2,884,087
Loans to participants 0 0 0 0 0 0 0
Total Investments 2,313,066 1,669,590 33,688,101 1,517,955 3,849,554 899,943 2,884,087
Total assets 2,313,066 1,669,590 33,688,101 1,517,955 3,849,554 899,943 2,884,087
Net assets available for
plan benefits $2,313,06 $1,669,590 $33,688,101 $1,517,955 $3,849,554 $899,943 $2,884,087
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1997
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Asset Asset Loan
Manager: Emerging Diversified Manager: Account
Growth Markets International Income at
Fund Fund Fund Fund Fidelity Total
ASSETS
Investments:
Cash equivalents $0 $0 $0 $0 $0 $61,656
Common stock 0 0 0 0 0 3,921,000
Insurance contracts 0 0 0 0 0 17,360,517
Registered investment
companies 890,729 239,080 1,775,021 439,521 0 46,183,997
Loans to participants 0 0 0 0 1,739,502 1,739,502
Total Investments 890,729 239,080 1,775,021 439,521 1,739,502 69,266,672
Total assets 890,729 239,080 1,775,021 439,521 1,739,502 69,266,672
Net assets available for
plan benefits $890,729 $239,080 $1,775,021 $439,521 $1,739,502 $69,266,672
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1996
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long
ACNielsen Special Term
Equity Common Fixed Bond
Index Stock Income Index Legacy Loan
Fund Fund Fund Fund Fund Account Total
ASSETS
Investments:
Cash equivalents $46,063 $12,155 $290,997 $19,868 $75,563 $9 $444,655
Common stock 0 155,184 0 0 4,588,343 0 4,743,527
Insurance contracts 0 0 16,379,237 0 0 0 16,379,237
Collective funds 22,530,120 0 297,146 2,740,295 0 0 25,567,561
Loans to participants 0 0 0 0 0 55,700 55,700
Total investments 22,576,183 167,339 16,967,380 2,760,163 4,663,906 55,709 47,190,680
Contributions receivable
from participants 13,212 1,247 2,539 623 0 0 17,621
Transfer receivable from D&B
Profit Participation Plan 2,497,905 0 334,344 297,314 7,980 1,457,064 4,594,607
Interfund
receivable (payable) 17,621 163,709 (113,375) (30,667) (37,288) 0 0
Loan payments receivable 47,589 13,311 36,554 6,777 0 (104,231) 0
Total assets 25,152,510 345,606 17,227,442 3,034,210 4,634,598 1,408,542 51,802,908
Net assest avalable for
plan bebefits $25,152,510 $345,606 $17,227,442 $3,034,210 $4,634,598 $1,408,542 $51,802,908
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1997
Continued
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACNielsen
Common Long Legacy Loan
Stock Special Term Fund Account
Equity Fund at Fixed Bond at at Managed
Index Bankers Income Index Bankers Bankers Income
Fund Trust Fund Fund Trust Trust Fund
Investment Income & Expense:
Interest and dividends $131,657 $1,523 $255,891 $49,870 $19,010 $35,347 $930,018
Realized gain/(loss) 474,614 0 0 (53,333) 11,209 0 0
Unrealized appr/(depr) 0 (20,388) 0 0 (177,480) 0 0
Administrative fee 0 0 0 0 0 0 0
Total income and expense 606,271 (18,865) 255,891 (3,463) (147,261) 35,347 930,018
Contributions received
from participants 1,562,958 315,697 693,476 152,969 0 0 1,400,999
Distributions to
participants (576,899) (1,460) (236,562) (60,183) (40,110) (692) (906,760)
Loans to participants (71,355) (2,545) (57,918) (37,152) (15,030) 184,000 (196,744)
Participant loan repayments 113,093 19,698 53,930 10,160 0 (196,881) 165,234
Transfer from Banker Trust
to Fidelity (26,467,578)(555,857)(18,477,383)(3,082,596)(4,326,292)(1,430,316) 21,559,979
Interfund transfers (319,000)(102,274) 541,124 (13,945) (105,905) 0 (5,592,209)
Net increase for
the period (25,152,510)(345,606)(17,227,442)(3,034,210)(4,634,598)(1,408,542) 17,360,517
Net assets available for plan benefits
as of December 31, 1996 25,152,510 345,606 17,227,442 3,034,210 4,634,598 1,408,542 0
Net assets available for plan benefits
as of December 31, 1997 $0 $0 $0 $0 $0 $0 $17,360,517
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1997
Continued
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACNielsen
Stock Legacy
Fund Fund Growth & OTC Blue Asset Low-Priced
at at Income Portfolio Chip Manager Stock
Fidelity Fidelity Fund Fund Fund Fund Fund
Investment income and expense:
Interest and dividends $10,973 $6,381 $1,438,678 $86,592 $134,617 $59,132 $152,956
Realized gain/(loss) 32,439 1,439,705 700,034 4,761 1,616 1,439 3,881
Unrealized appr/(depr) 480,174 23,388 5,325,692 (86,492) 77,655 11,038 79,913
Administrative fee 0 0 0 0 0 0 (260)
Total income and expense 523,586 1,469,474 7,464,404 4,861 213,888 71,609 236,490
Contributions received
from participants 491,164 0 2,688,937 222,595 489,571 43,415 364,169
Distributions to
participants (49,967) (259,799) (1,001,527) (4,320) (16,031) (397) (27,689)
Loans to participants (31,197) (52,617) (512,363) (8,797) (18,649) (1,936) (20,392)
Participant loan repayments 64,967 0 266,894 5,342 19,001 663 11,249
Transfer from Bankers Trust
to Fidelity 555,857 4,326,292 26,467,578 0 0 0 0
Interfund transfers 758,656 (3,813,760) (1,685,816) 1,298,274 3,161,774 786,589 2,320,260
Net increase for the period 2,313,066 1,669,590 33,688,107 1,517,955 3,849,554 899,943 2,884,087
Net assets available for plan benefits
as of December 31, 1996 0 0 0 0 0 0 0
Net assets available for plan benefits
as of December 31, 1997 $2,313,066 $1,669,590 $33,688, 107 $1,517,955 $3,849,554 $899,943 $2,884,087
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1997
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Asset Loan
EmergingDiversified Manager: Account
MarketsInternational Income at
Fund Fund Fund Fidelity Total
Investment income and expense:
Interest and dividends $4,612 $62,800 $18,878 $0 $3,479,493
Realized gain/(loss) 129 122 96 0 $2,616,682
Unrealized appr/(depr) (75,149) (62,865) 905 0 5,552,356
Administrative fee (243) 0 0 0 (503)
Total income and expense (70,651) 57 19,879 0 11,648,028
Contributions received
from participants 84,397 312,750 31,825 0 $9,030,255
Distributions to
participants (302) (11,541) (8) (17,752) ($3,214,519)
Loans to participants (1,792) (21,631) (4,865) 877,320 0
Participant loan repayments 950 9,397 2,040 (550,382) 0
Transfer from Bankers Trust 0 0 0 1,430,316 0
Interfund transfers 226,478 1,485,989 390,650 0 0
Net increase for the period 239,080 1,775,021 439,521 1,739,502 17,463,764
Net assets available for plan benefits
as of December 31, 1996 0 0 0 0 51,802,908
Net assets available for plan benefits
as of December 31, 1997 $239,080 $1,775,021 $439,521 $1,739,50 69,266,672
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
ACNEILSEN CORPORATE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description
ACNielsen Corporation ("ACNielsen" or the "Company") began operating as an
independent, publicly-held company on November 1, 1996 (the "Distribution
Date") as a result of the distribution on that date by The Dun & Bradstreet
Corporation ("D&B") of the Company's $.01 par value Common Stock. As part of
a reorganization of its businesses, D&B also distributed all of the
outstanding common stock of Cognizant Corporation ("Cognizant") on the
Distribution Date.
The ACNielsen Corporation Savings Plan (the "Plan") was adopted, effective
November 1, 1996, for all U.S. employees of ACNielsen. In December 1996
and January 1997, assets from the Profit Participation Plan of The Dun &
Bradstreet Corporation held in the accounts of ACNielsen employees were
transferred to the Plan to the extent those employees so elected.
Fidelity Management Trust Company replaced Bankers Trust Company as the trustee
of the Plan effective April 1, 1997. As a result of the assignment of the
new trustee and the establishment of a master trust between Fidelity
Management Trust Company, the ACNielsen Corporation Savings Plan and the
ACNielsen Corporation Employee Stock Ownership Plan, participants have new
investment options beginning April 1, 1997.
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.
General
The Plan is a defined contribution plan and is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
All U.S. employees, except leased employees and employees whose terms and
conditions of employment are the subject of a collective bargaining
agreement, become eligible to participate in the Plan on their employment
commencement date.
Contributions
Participants contribute to the Plan by authorizing payroll deductions of a
stated whole percentage subject to a maximum of 16% of the participant's
covered compensation as defined in the Plan.
A participant's contributions under the 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- and after-
tax contributions may not exceed 16% of the participant's covered
compensation, subject to an overall limit on contributions imposed by the
Internal Revenue Code. For 1997, the Internal Revenue Code limit on
before-tax contributions was $9,500.
To comply with certain provisions of the Internal Revenue Code, the Plan
limits maximum covered compensation as defined by the Secretary of the
Treasury. The maximum covered compensation for purposes of determining a
participant's contributions under the Plan for 1997 was $160,000.
<PAGE>
Participant Accounts
Each participant's account is credited with the participant's contribution and
account earnings.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon.
Investment Options
Prior to April 1, 1997, upon enrollment in the Plan, a participant could direct
his or her contributions in 10% increments in any of the four following
investment options, with no more than 50% invested in the ACNielsen Common
Stock Fund. No additional amounts could be contributed to the Legacy Fund.
Equity Index Fund - The Equity Index Fund was invested in the common stock
of all or a significant portion of the companies included in the Standard &
Poor's 500 Stock Index and approved short-term instruments to provide for
liquidity. The objective of the fund was to obtain a total rate of return
(dividends plus market gains or losses) similar to that of the Standard &
Poor's 500 Stock Index,
although there was no assurance that this objective would be achieved. The
Equity Index Fund was managed by BZW Barclays Global Investors which had
exclusive responsibility for investment management of the fund.
ACNielsen Common Stock Fund - The ACNielsen Common Stock Fund was invested
in the common stock of ACNielsen Corporation and approved short-term
instruments to provide for liquidity. Bankers Trust, the Plan's trustee,
prior to April 1, 1997, purchased ACNielsen common stock for this fund in
the open market in accordance with a nondiscretionary purchasing program.
The trustee could also purchase or accept authorized but as yet unissued shares
of ACNielsen common stock, or shares held as treasury shares, from ACNielsen.
Special Fixed Income Fund - The Special Fixed Income Fund was comprised of
Fidelity's Managed Income Portfolio and individual investment contracts
(ICs) with one or more insurance companies previously selected by D&B. The
objective of the Special Fixed Income Fund was to provide a competitive level
of income over time while preserving the value of the investment. As the
existing ICs mature, the funds would be invested with Fidelity's Managed
Income Portfolio. The Managed Income Portfolio purchased investment contracts
offered by major insurance companies and other approved short-term instruments
to provide for liquidity. Some investment contracts were purchased along with
fixed income securities or units of bond funds which invest in such
securities. New contributions and transfers to the Special Fixed Income Fund
were invested in the Managed Income Portfolio which was managed by Fidelity
Management Trust Company.
Long Term Bond Index Fund - The Long Term Bond Index Fund was 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, investment grade corporate securities and other short-term
investments to provide for liquidity. The objective of the fund was to obtain
a total rate of return (interest plus market gains and losses) similar to that
of the Lehman Brothers Aggregate Bond Index, although there was no assurance
that this objective would be achieved. The Long Term Bond Index Fund was
managed by BZW Barclays Global Investors. The Long Term Bond Index Fund
<PAGE>
assets were managed as part of the BZW Barclays U.S. Debt Index Fund,
a collective trust fund which had the objective of replicating the performance
of the Lehman Brothers Aggregate Bond Index.
Legacy Fund - The Legacy Fund replaced the Dun & Bradstreet Common Stock
Fund in the Profit Participation Plan of The Dun & Bradstreet Corporation and
was available only to former participants in that plan. At the time of the
D&B reorganization, the Dun & Bradstreet Common Stock Fund became a fund
consisting of shares of ACNielsen, Cognizant and D&B. Participants could not
make additional contributions or transfers to this fund.
Participants were able to reallocate their entire account balances in multiples
of 10% among the funds on a monthly basis subject to the 50% limit on
investments in the ACNielsen Common Stock Fund. Participants could not elect
transfers into the Legacy Fund.
On and after April 1, 1997 (with Fidelity Management Trust Company replacing
Bankers Trust as the new trustee) and upon enrollment in the Plan, a
participant may direct his or her contributions in 1% increments in any of
eleven investment options, with no more than 50% invested in the ACNielsen
Common Stock Fund. No additional amounts may be contributed to the Legacy
Fund.
Managed Income Fund - The Managed Income Fund is a combination of
Fidelity's Managed Income Portfolio I and investment contracts previously
purchased by this plan. It is not a mutual fund. The goal of the fund is to
provide a competitive level of income over time while preserving the
investment. The Portfolio purchases investment contracts offered by major
insurance companies and other approved financial institutions and short-term
investments to provide for liquidity needs. Some investment contracts
(synthetic wrappers) are purchased in conjunction with the purchase of fixed
income securities or units of bond funds which invest in such securities. As
previous investment contracts mature, all proceeds will be invested in the
Managed Income Portfolio.
Growth & Income Fund - The Growth & Income Fund is a growth and income
mutual fund. The goal of the fund is to provide high total return through a
combination of current income and capital appreciation. The fund invests
mainly in U.S. and foreign stocks. It selects companies that currently pay
dividends and carry the potential for increased earnings. The fund may also
invest in bonds.
Blue Chip Fund - The Blue Chip Fund is a growth mutual fund. The goal of
the fund is to increase the value of the investment over the long term through
capital growth. The fund invests primarily in the common stock of well-know
and established companies. Normally, at least 65% of the fund's total assets
are invested in the common stock of blue chip companies. The fund may also
invest in companies with strong earnings and future growth potential that are
positioned to become blue chips of the future.
Low-Priced Stock Fund - The Low-Priced Stock Fund is a growth mutual fund
with the goal of capital appreciation. The fund invests primarily in stocks
of companies that are considered undervalued or out of favor with other
investors and could offer the possibility for significant growth. Generally,
low-priced is considered $25 or less and are stocks of smaller, less well-known
companies. This fund carries a redemption fee to discourage short-term buying
and selling of fund shares.
<PAGE>
OTC Portfolio Fund - The OTC Portfolio Fund is a growth mutual fund. The
goal of the fund is to increase the value of the investment over the long term
through capital growth. The fund invests primarily in U.S. and foreign common
stocks that are traded on the over-the-counter (OTC) market. The fund may also
invest in bonds and other types of securities. Securities traded on the OTC
market tend to be from smaller or newer companies, which generally involve
greater investment risk than well-known companies.
Diversified International Fund - The Diversified International Fund is a
growth mutual fund that invests overseas. The goal of the fund is to increase
the value of the investment over the long term through capital growth. The
fund invests primarily in stocks of companies located outside the U.S. that are
included in the Morgan Stanley EAFE Index. It seeks stocks that are
undervalued compared to industry norms in their countries and focuses on larger
companies.
Emerging Markets Fund - The Emerging Markets Fund is a growth mutual fund
that invests in emerging markets. The goal of the fund is to increase the
value of the investment over the long term through capital growth. The fund
invests primarily in stocks of companies in emerging markets. The fund
emphasizes countries with relatively low GNP compared to the world's major
economies, and with the potential for rapid economic growth. A redemption fee
is charged if a shareholder sells shares held less than 90 days.
ACNielsen Common Stock Fund - The ACNielsen Common Stock Fund invests in
the common stock of ACNielsen Corporation and approved short-term instruments
to provide for liquidity. Ownership is measured in units of the fund instead
of shares of stock. The Plan's trustee purchases ACNielsen common stock for
this fund in the open market in accordance with a nondiscretionary purchasing
program. The trustee may also purchase or accept authorized but as yet
unissued shares of ACNielsen common stock, or shares held as treasury shares
from ACNielsen. Transaction fees related to investments in the ACNielsen
Common Stock Fund are charged against the fund's assets. The charges are
reflected in the total rates of return.
Legacy Fund - The Legacy Fund replaced the Dun & Bradstreet Common Stock
Fund in The Profit Participation Plan of The Dun & Bradstreet Corporation and
was available only to former participants in that plan. At the time of the
D&B reorganization, the Dun & Bradstreet Common Stock Fund became a fund
consisting of shares of ACNielsen, Cognizant and D&B. Ownership was measured
in units of the fund instead of shares of stock. Participants could not make
additional contributions or transfers to this fund. ACNielsen exercised its
right to close this fund and requested all participants in the fund to
transfer their balances to one or more of the other investment options as of
December 31, 1997. Transaction fees related to investments in the Legacy Fund
were charged against the fund's assets. The charges were reflected in the
total rates of return. All distributions from the Legacy Fund were made in
cash.
Asset Manager Fund - The Asset Manager Fund is an asset allocation mutual
fund. The goal of the fund is to provide high total return with reduced risk
over the long term. The fund invests in all basic types of investments:
stocks, bonds, and short term and money market instruments. The fund can have
anywhere from 30% to 70% in stocks, 20% to 60% in bonds and 0% to 50% in
short-term/money market class.
Asset Manager: Growth Fund - The Asset Manager: Growth Fund is an asset
allocation mutual fund. The goal of the fund is to provide maximum total
return over the long term. The fund invests in all basic types of investments:
stocks, bonds, and short-term and money market instruments. Its more aggressive
approach focuses on stocks for the potential of high returns. The fund can
have anywhere from 50% to 100% in stocks, 0% to 50% in bonds and 0% to 50% in
short-term/money market class.
<PAGE>
Asset Manager: Income Fund - The Asset Manager: Income Fund is an asset
allocation mutual fund. The goal of the fund is to provide high current income
while considering the potential for long-term growth. The fund invests in all
basic types of investments: stocks, bonds, and short-term and money market
instruments. The fund's approach focuses on bonds and short-term and money
market instruments for current income.
Participants are able to reallocate their entire account balances in multiples
of 1% among the funds on a daily basis subject to the 50% limit on investments
in the ACNielsen Common Stock Fund.
Loans
Participants may obtain loans from the Plan, which are secured by the balance
in their accounts. Loan transactions are recorded as transfers to/(from) the
investment funds and from/(to) the loan account. Principal and interest are
repaid through payroll deductions. The Plan limits the total number and
amount of loans outstanding at any time for each participant. The interest
rate charged on a loan for its duration is the prime rate plus two percentage
points. Interest rates for participant loans ranged from 8.00% to 12.50%
and terms ranged from 11 months to 119 months as of December 31, 1997.
Payment of Benefits
Upon termination of service with the Company, participants become eligible for
a lump sum distribution of their account balance. Retired and terminated
participants who have an account balance in excess of $3,500 may elect a
deferred distribution. Retired participants may also elect payment in the
form of up to 20 annual installments.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
<PAGE>
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value except for the insurance
contracts which are stated at contract value. Contract value represents
principal plus accrued interest for each contract, which approximates fair
value. Investments in common stock are valued based upon quoted market
prices.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis.
Contributions
Contributions by participants are recorded in the period payroll deductions
are made.
Distributions
Distributions are recorded when paid.
Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, registered investment companies, and other
investment securities. Such investments are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
such investments and the level of uncertainty related to changes in the value
of such investments, it is at least reasonably possible that changes in risks
or investment values in the near term could materially affect a participant's
account balance and the amounts reported in the statement of net assets
available for plan benefits with fund information and the statement of changes
in net assets available for plan benefits with fund information.
Plan Expenses
Transaction and investment manager fees are paid by the Plan. Trustee fees and
other expenses of administering the Plan may be borne by the Plan and the
Company.
Note 3. Related Party Transactions
Certain Plan investments were shares of a short term investment fund managed
by Bankers Trust. Bankers Trust was the trustee as of March 31, 1997 as
defined by the Plan and, therefore, these transactions qualified as
party-in-interest transactions.
<PAGE>
Note 4. Plan Termination
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of ERISA 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 5. Reconciliation of Financial Statements to Form 5500
As of December 31, 1997, the Plan had no pending distributions to participants
who elected to withdraw from the Plan. Therefore, there were no reconciling
items between the accompanying financial statements and Form 5500.
Note 6. Investment Income
For the year ended December 31, 1997, the Plan assets increased in value by
$11,648,028 which represented interest and dividends, realized gains/losses and
unrealized appreciation/depreciation for the investments.
Note 7. Insurance Contracts
The insurance contracts are held by John Hancock Mutual Life Insurance Company,
Metropolitan Life Insurance Company, New York Life Insurance Company and
Principal Mutual Life Insurance Company. There were 11 contracts with interest
rates from 5.35% to 7.30% and maturities from March 1998 to October 2000 as of
December 31, 1997. There are no reserves against contract value for credit
risk of the contract issuer or otherwise.
Note 8. Significant Investments
For the year ended December 31, 1997, the Plan had the following investments
which represented more than five percent of the net assets available for plan
benefits:
Fund Market Value
Growth & Income Fund $33,688,107
Managed Income Fund 17,360,517
Blue Chip Fund 3,849,554
<PAGE>
Note 9. Tax Status
On December 18, 1997, the Company received a favorable determination letter
in which the Internal Revenue Service stated that the Plan is in compliance
with the requirements for a qualified plan under Section 401(a) of the Internal
Revenue Code and the trust is exempt from federal income taxes under the
provisions of Section 501(a) of the Code.
Note 10. Change in Trustee and Creation of a Master Trust
Fidelity Management Trust Company replaced Bankers Trust Company as the trustee
of the Plan effective April 1, 1997. As a result of the assignment of the new
trustee, a master trust was established between Fidelity Management Trust
Company, the ACNielsen Corporation Savings Plan and the ACNielsen Corporation
Employee Stock Ownership Plan.
<PAGE>
<TABLE>
Schedule 1
ACNIELSEN CORPORATION
SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1997
EIN 06-1454128
PLAN #001
<CAPTION>
<S> <C> <C> <C> <C> <C>
Description of Investment Maturity DateInterest Ra Cost Market/Contract
Common Stock:
ACNielsen Stock Fund 1,815,054 2,251,410
Legacy Fund 1,003,094 1,669,590
Total Common Stock 2,818,148 3,921,000
Insurance Contracts:
Fidelity Portfolio 525,106 525,106
Fidelity IPL 5,858,048 5,858,048
John Hancock GAC # 8775 01-Oct-98 5.98% 897,406 897,406
John Hancock GAC # 8776 03-Apr-00 6.22% 1,126,982 1,126,982
Metropolitan Life GAC # 2471 01-Apr-99 7.30% 1,551,798 1,551,798
Metropolitan Life GAC # 2471 02-Oct-00 6.15% 544,187 544,187
Metropolitan Life GAC # 2471 02-Oct-00 6.75% 1,301,029 1,301,029
New York Life GAC # 30644 01-Oct-99 7.19% 902,128 902,128
New York Life GAC # 30644-00 03-Apr-00 6.25% 836,521 836,521
Principal Mutual GAC # 4-261 31-Mar-98 5.35% 579,674 579,674
Principal Mutual GAC # 4-261 30-Sep-98 6.09% 885,774 885,774
Principal Mutual GAC # 4-261 30-Sep-99 7.24% 962,672 962,672
Principal Mutual GAC # 4-261 01-Oct-00 6.40% 1,389,192 1,389,192
Total Insurance Contracts 17,360,517 17,360,517
Registered Investment Companies
Growth & Income Fund 28,453,913 33,688,107
OTC Portfolio Fund 1,607,261 1,517,955
Blue Chip Fund 3,773,443 3,849,554
Asset Manager Fund 888,941 899,943
Low-Priced Stock Fund 2,808,029 2,884,087
Asset Manager: Growth Fund 914,892 890,729
Emerging Markets Fund 309,411 239,080
Diversified International Fund 1,837,934 1,775,021
Asset Manager: Income Fund 438,644 439,521
Total Registered Investment Companies 41,032,468 46,183,997
Cash Equivalents:
Fidelity Institutional Cash Portfolio 61,656 61,656
Total Cash Equivalents 61,656 61,656
Loans To Participants - 1,739,502
Total Investments $61,272,789 $69,266,672
Interest rates of 8.00% to 12.50% and durations of 11 months to 119 months
The accompanying notes to financial statements are an integral part of this schedule.
14
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into ACNielsen Corporation's previously
filed Registration Statement on Form S-8 (File No.333-14085) and the related
Prospectus.
Arthur Andersen LLP
Stamford, Connecticut,
June 25, 1998
15
