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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, 1999
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.
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<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-K, for
the year ended December 31, 1999 by amending the Index to Exhibits to add new
exhibit 99(d) as described below and by filing such new exhibit:
Exhibit 99(d) - Form 11-K Annual Report for the fiscal year ended December 31,
1999 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)
By: __________Robert J. Chrenc______________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Dated: June 28, 2000
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number
Regulation S-K Description
Articles of Incorporation and By-laws.
3
(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 U.S. $250,000,000 Credit Agreement dated as *
of April 15, 1998 (incorporated herein by reference to Exhibit 4(b)
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998, 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).
+This exhibit constitutes a management contract,compensatory plan,or
arrangement.
*Incorporated herein by reference to a previously filed document.
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<PAGE>
Exhibit Number
Regulation S-K Description
(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).
(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 Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, Commission File No. 001-12277).
(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 March
31, 1998, 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 under the 1996 ACNielsen Corporation +**
Key Employees' Stock Incentive Plan (filed herewith).
(r) Form of LSAR Agreement (incorporated herein by reference to +*
Exhibit 10(r) 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 10K on March 27, 2000. Not included with this document.
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<PAGE>
Exhibit Number
Regulation S-K Description
(s) Form of Directors' Restricted Stock Agreement (incorporated +*
herein by reference to Exhibit 10(s) to the 1996 Form 10-K).
(t) Form of Option Agreement under the 1996 ACNielsen Corporation +*
Non-Employee Directors' Stock Incentive Plan (incorporated herein
by reference to Exhibit 10(t) to the 1998 Form 10-K).
(u) ACNielsen Corporation Deferred Compensation Plan (incorporated +*
herein by reference to Exhibit 4.1 to the Company's Form S-8 filed
on February 25, 2000, Commission File No. 333-31152).
(v) Letter Agreement dated December 16, 1999 between ACNielsen +**
Corporation and Robert J Lievense (filed herewith).
13 Annual Report to Security Holders (filed herewith). **
1999 Annual Report (pages 32 to 56)
Only responsive information appearing on Pages 32 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.
21 Subsidiaries of the Registrant (filed herewith). **
List of Active Subsidiaries as of January 31, 2000
23 Consents of Experts and Counsel (filed herewith). **
Consent of Arthur Andersen LLP
24 Power of Attorney (filed herewith). **
Powers of Attorney dated February 17, 2000
27 Financial Data Schedule (filed herewith). **
[FN]
+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 27, 2000. Not included with this document.
</FN>
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<PAGE>
Exhibit Number
Regulation S-K Description
99 Other Exhibits
(a) Letter of Undertaking dated June 29, 1998 from the New Dun & *
Bradstreet Corporation to Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference to Exhibit 99(a) to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998, Commission File No. 001-12277).
(b) Letter of Undertaking dated June 29, 1998 from IMS Health *
Incorporated to The Dun & Bradstreet Corporation and ACNielsen
Corporation (incorporated herein by reference to Exhibit 99(b) to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998, Commission File No. 001-12277).
(c) Letter of Undertaking dated July 16, 1999 from Gartner Group, **
Inc. to R.H. Donnelley Corporation and ACNielsen Corporation
(filed herewith).
(d) Form 11-K Annual Report for the fiscal year ended
December 31, 1999 of the ACNielsen Corporation Savings Plan,
Exhibit 99(d)
*Incorporated herein by reference to a previously filed document.
**Filed with Form 10K on March 27, 2000. Not included with this document.
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<PAGE>
Exhibit 99(d)
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<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, 1999
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.
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<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)
BY: ____________Robert J. Chrenc________________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Dated: June 28, 2000
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<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, 1999 3
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1998 4
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1999 5
Notes to Financial Statements 6-11
Schedule of Assets Held for Investment Purposes
as of December 31, 1999 12
Consent of Independent Public Accountants 13
1
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<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, 1999 and 1998, and the related statement of
changes in net assets available for plan benefits with fund information for
the year ended December 31, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1999 and 1998,and the changes in its net assets available for
plan benefits for the year ended December 31, 1999, 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 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 are 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 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 1, 2000
2
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<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1999
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Managed ACNielsen Growth & OTC Fidelity
Income Stock Income Portfolio Europe
Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $763,336 $95,736 $0 $0 $0
Common stock 0 4,691,044 $0 0 0
Insurance contracts 19,248,545 0 0 0 0
Registered investment companies 0 0 43,868,815 10,048,325 209,115
Loans to participants 0 0 0 0 0
Total investments 20,011,881 4,786,780 43,868,815 10,048,325 209,115
Total assets 20,011,881 4,786,780 43,868,815 10,048,325 209,115
===============================================================================
Net assets available for plan benefits $20,011,881 $4,786,780 $43,868,815 $10,048,325 $209,115
===============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Asset
Blue Asset Low-Priced Manager: Emerging
Chip Manager Stock Growth Markets
Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $0 $0 $0 $0 $0
Common stock 0 0 0 0 0
Insurance contracts 0 0 0 0 0
Registered investment companies 12,423,435 1,447,255 3,440,880 2,089,631 469,438
Loans to participants 0 0 0 0 0
Total investments 12,423,435 1,447,255 3,440,880 2,089,631 469,438
Total assets 12,423,435 1,447,255 3,440,880 2,089,631 469,438
===============================================================================
Net assets available for plan benefits $12,423,435 $1,447,255 $3,440,880 $2,089,631 $469,438
===============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Asset Spartan US
Diversified Manager: Equity
International Income Index Loan
Fund Fund Fund Account Total
ASSETS
Investments:
Cash equivalents 0 0 0 0 859,072
Common stock 0 0 0 0 4,691,044
Insurance contracts 0 0 0 0 19,248,545
Registered investment companies 4,490,261 1,297,197 6,355,053 0 86,139,405
Loans to participants 0 0 0 2,268,506 2,268,506
Total investments 4,490,261 1,297,197 6,355,053 2,268,506 113,206,572
Total assets 4,490,261 1,297,197 6,355,053 2,268,506 113,206,572
===============================================================================
Net assets available for plan benefits $4,490,261 $1,297,197 $6,355,053 $2,268,506 $113,206,572
===============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
3
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<PAGE>
<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Managed ACNielsen Growth & OTC Blue
Income Stock Income Portfolio Chip
Fund Fund Fund Fund Fund
Investments:
Cash equivalents $0 $791,368 $0 $0 $0
Common stock 0 3,319,659 0 0 0
Insurance contracts 19,787,480 0 0 0 0
Registered investment companies 0 0 43,686,479 3,033,155 7,960,455
Loans to participants 0 0 0 0 0
Total investments 19,787,480 4,111,027 43,686,479 3,033,155 7,960,455
Total assets 19,787,480 4,111,027 43,686,479 3,033,155 7,960,455
=============================================================================
Net assets available for plan benefits $19,787,480 $4,111,027 $43,686,479 $3,033,155 $7,960,455
=============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Asset
Asset Low-Priced Manager: Emerging Diversified
Manager Stock Growth Markets International
Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $0 $0 $0 $0 $0
Common stock 0 0 0 0 0
Insurance contracts 0 0 0 0 0
Registered investment companies 1,221,887 3,605,026 1,845,841 311,863 2,441,592
Loans to participants 0 0 0 0 0
Total investments 1,221,887 3,605,026 1,845,841 311,863 2,441,592
Total assets 1,221,887 3,605,026 1,845,841 311,863 2,441,592
=============================================================================
Net assets available for plan benefits $1,221,887 $3,605,026 $1,845,841 $311,863 $2,441,592
=============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
<CAPTION>
<S>
<C> <C> <C> <C>
Asset Spartan US
Manager: Equity
Income Index Loan
Fund Fund Account Total
ASSETS
Investments:
Cash equivalents $0 $0 $0 $791,368
Common stock 0 0 0 3,319,659
Insurance contracts 0 0 0 19,787,480
Registered investment companies 1,533,311 1,646,734 0 67,286,343
Loans to participants 0 0 1,969,043 1,969,043
Total investments 1,533,311 1,646,734 1,969,043 93,153,893
Total assets 1,533,311 1,646,734 1,969,043 93,153,893
=============================================================
Net assets available for plan benefits $1,533,311 $1,646,734 $1,969,043 $93,153,893
=============================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
4
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<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, 1999
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Managed ACNielsen Growth & OTC Fidelity
Income Stock Income Portfolio Europe
Fund Fund Fund Fund Fund
Investment income and expense:
Interest and dividends $1,215,300 $18,782 $3,113,962 $623,128 $8,519
Realized gain/(loss) 0 (50,119) 162,334 119,343 1,310
Unrealized appr/(depr) 0 (289,202) 1,180,057 2,764,054 15,499
Administrative fee 0 0 0 0 (3)
Total income and expense 1,215,300 (320,539) 4,456,353 3,506,525 25,325
Contributions received
from participants 1,409,791 750,859 3,555,296 743,499 33,375
Distributions to participants (1,113,374) (204,344) (2,113,042) (305,726) (353)
Loans to participants (312,828) (77,728) (595,500) (63,301) (278)
Participant loan repayments 210,862 70,559 457,123 34,237 299
Merger of EDI plan 210,190 0 132,428 0 0
Interfund transfers (1,395,540) 456,946 (5,710,322) 3,099,936 150,747
Net increase (decrease) for the period 224,401 675,753 182,336 7,015,170 209,115
Net assets available for plan benefits
as of December 31, 1998 19,787,480 4,111,027 43,686,479 3,033,155 0
Net assets available for plan benefits =====================================================================
as of December 31, 1999 $20,011,881 $4,786,780 $43,868,815 $10,048,325 $209,115
=====================================================================
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
<TABLE>
Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1999
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Asset
Blue Asset Low-Priced Manager: Emerging
Chip Manager Stock Growth Markets
Fund Fund Fund Fund Fund
Investment income and expense:
Interest and dividends $428,448 $101,580 $208,722 $155,170 $184
Realized gain/(loss) 152,814 31,852 (37,268) 24,722 79,514
Unrealized appr/(depr) 1,778,212 55,452 (11,081) 76,651 161,669
Administrative fee 0 0 (499) 0 (579)
Total income and expense 2,359,474 188,884 159,874 256,543 240,788
Contributions received
from participants 1,674,270 178,928 562,826 334,050 74,246
Distributions to participants (1,229,832) (435,198) (150,198) (207,673) (3,754)
Loans to participants (91,990) (4,785) (25,447) (23,087) (4,523)
Participant loan repayments 81,212 6,163 20,408 14,646 555
Merger of EDI plan 0 0 126,903 0 0
Interfund transfers 1,669,846 291,376 (858,512) (130,689) (149,737)
Net increase (decrease) for the period 4,462,980 225,368 (164,146) 243,790 157,575
Net assets available for plan benefits
as of December 31, 1998 7,960,455 1,221,887 3,605,026 1,845,841 311,863
Net assets available for plan benefits =====================================================================
as of December 31, 1999 $12,423,435 $1,447,255 $3,440,880 $2,089,631 $469,438
=====================================================================
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
<TABLE>
Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1999
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Asset Spartan US
Diversified Manager: Equity
International Income Index Loan
Fund Fund Fund Account Total
Investment income and expense:
Interest and dividends $161,922 $94,632 $86,905 $0 $6,217,254
Realized gain/(loss) 76,070 268 97,718 0 658,558
Unrealized appr/(depr) 1,248,643 (14,040) 636,279 0 7,602,193
Administrative fee 0 0 0 0 (1,081)
Total income and expense 1,486,635 80,860 820,902 0 14,476,924
Contributions received
from participants 523,625 126,193 853,356 0 10,820,314
Distributions to participants (319,435) (277,137) (89,436) (43,138) (6,492,640)
Loans to participants (22,330) (6,099) (27,604) 1,255,500 0
Participant loan repayments 29,965 4,302 15,880 (946,211) 0
Merger of EDI plan 47,932 143,960 553,356 33,312 1,248,081
Interfund transfers 302,277 (308,193) 2,581,865 0 0
Net increase (decrease) for the period 2,048,669 (236,114) 4,708,319 299,463 20,052,679
Net assets available for plan benefits
as of December 31, 1998 2,441,592 1,533,311 1,646,734 1,969,043 93,153,893
Net assets available for plan benefits =====================================================================
as of December 31, 1999 $4,490,261 $1,297,197 $6,355,053 $2,268,506 $113,206,572
=====================================================================
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
5
================================================================================
<PAGE>
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
ACNIELSEN CORPORATION 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.
The ACNielsen Corporation Savings Plan (the "Plan") was adopted, effective
November 1, 1996, for all U.S. employees of ACNielsen.
Fidelity Management Trust Company became the trustee of the Plan effective
April 1, 1997. This established a master trust between Fidelity Management
Trust Company, the ACNielsen Corporation Savings Plan and the ACNielsen
Corporation Employee Stock Ownership Plan.
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 1999, the Internal Revenue Code limit on before-tax contributions
was $10,000.
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 1999 was $160,000.
Participant Accounts
Each participant's account is credited with the participant's contribution and
account earnings.
6
<PAGE>
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct his or her contributions
in 1% increments in any of the following twelve investment options, with no more
than 50% invested in the ACNielsen Stock Fund.
o 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.
o 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.
o 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-known 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.
o 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.
o 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.
o 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.
7
<PAGE>
o ACNielsen Stock Fund - The ACNielsen 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 Stock Fund are charged against the fund's assets. The
charges are reflected in the total rates of return.
o 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.
o 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.
o 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.
o Spartan U.S. Equity Index Fund - The Spartan U.S. Equity Index Fund is
an equity index fund that normally invests at least ninety percent (90%) of
its assets in stocks of companies that compose the Standard & Poor's 500
Index. The goal of the fund is to have a total return which corresponds to
that of the Standard & Poor's 500.
o Fidelity Europe Fund - Effective June 1, 1999 the Fidelity Europe
Fund became an investment option for all participants. The Fidelity Europe
Fund invests primarily in common stocks of European issuers. The goal of the
fund is to provide long-term growth of capital. A redemption fee is charged
if a shareholder sells shares held less than 90 days.
o 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. Effective June 1, 1999 contributions and exchanges in were no longer
allowed.
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 Stock Fund.
8
<PAGE>
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 11.50% and terms
ranged from 12 months to 177 months as of December 31, 1999.
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 $5,000 may elect a
deferred distribution. Retired participants may also elect payment in the form
of up to 20 annual installments.
EDI 401(k) Plan
The EDI 401(k) plan (maintained by a subsidiary of the Company) was merged with
the ACNielsen Corporation Savings Plan during 1999.
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.
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.
9
<PAGE>
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 or the
Company.
Note 3. 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 4. Reconciliation of Financial Statements to Form 5500
As of December 31, 1999, 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 5. Investment Income
For the year ended December 31, 1999, the Plan assets increased in value by
$14,476,924 which represented interest and dividends, realized gains/losses,
unrealized appreciation/depreciation, and administrative fees for the
investments.
10
<PAGE>
Note 6. 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 5 contracts with
interest rates from 6.15% to 6.75% and maturities from April 2000 to October
2000 as of December 31, 1999. There are no reserves against contract value
for credit risk of the contract issuer or otherwise.
Note 7. Significant Investments
For the year ended December 31, 1999, 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 $43,868,815
Managed Income Fund 20,011,881
Blue Chip Fund 12,423,435
OTC Portfolio Fund 10,048,325
Spartan US Equity Index Fund 6,355,053
Note 8. 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 9. Master Trust
A master trust exists between Fidelity Management Trust Company, the ACNielsen
Corporation Savings Plan and the ACNielsen Corporation Employee Stock Ownership
Plan.
11
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<PAGE>
<TABLE>
Schedule 1
ACNIELSEN CORPORATION
SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1999
EIN 06-1454128
PLAN #001
<CAPTION>
<S> <C> <C> <C> <C>
Description of Investment Maturity Date Interest Rate Cost Market/Contract
---------------------------------------------------------------------------------------------------
Common Stock:
ACNielsen Stock Fund $3,578,883 $4,691,044
------------------------------
Total Common Stock 3,578,883 4,691,044
Insurance Contracts:
Fidelity IPL 18,214,865 18,214,865
John Hancock GAC # 8776 3-Apr-00 6.22% 65,167 65,167
Metropolitan Life GAC # 24712 2-Oct-00 6.15% 58,614 58,614
Metropolitan Life GAC # 24714 3-Apr-00 6.75% 141,755 141,755
New York Life GAC # 30644-002 3-Apr-00 6.25% 90,303 90,303
Principal Mutual GAC # 4-26119-05 1-Oct-00 6.40% 677,841 677,841
------------------------------
Total Insurance Contracts 19,248,545 19,248,545
Registered Investment Companies
Growth & Income Fund 33,560,881 43,868,815
OTC Portfolio Fund 6,783,468 10,048,325
Fidelity Europe Fund 196,114 209,115
Blue Chip Fund 9,364,773 12,423,435
Asset Manager Fund 1,429,285 1,447,255
Low-Priced Stock Fund 3,586,648 3,440,880
Asset Manager: Growth Fund 2,038,240 2,089,631
Emerging Markets Fund 357,617 469,438
Diversified International Fund 3,165,973 4,490,261
Asset Manager: Income Fund 1,309,865 1,297,197
Spartan US Equity Index Fund 5,522,020 6,355,053
------------------------------
Total Registered Investment Companies 67,314,884 86,139,405
Cash Equivalents:
Fidelity Institutional Cash Portfolio 859,072 859,072
------------------------------
Total Cash Equivalents 859,072 859,072
Loans To Participants * - 2,268,506
Total Investments $91,001,384 $113,206,572
==============================
<FN>
* Interest rates of 8.00% to 11.50% and durations of 12 months to 177 months
The accompanying notes to financial statements are an integral part of this schedule.
</FN>
</TABLE> 12
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<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 1, 2000
