<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
ACNielsen Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 06-1454128
-------- ----------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
177 Broad Street, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip Code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
Preferred Share Purchase Rights New York Stock Exchange
</TABLE>
<PAGE> 2
2
Item 1. Description of Securities to be Registered
On December 17, 2000, ACNielsen Corporation (the "Company"),
VNU N.V. ("Parent") and Artist Acquisition, Inc. ("Purchaser") entered into an
Agreement and Plan of Merger, dated as of December 17, 2000 (the "Merger
Agreement"). The Merger Agreement provides, among other things, that (i)
Purchaser will commence an offer (the "Offer") to purchase all of the
outstanding shares of common stock, par value $.01 per share, of the Company
(the "Common Stock"), including the associated Preferred Share Purchase Rights
(the "Rights") issued pursuant to the Rights Agreement dated October 17, 1996,
between the Company and First Chicago Trust Company of New York, as Rights Agent
(the "Rights Agreement"), and (ii) after the consummation of the Offer,
Purchaser would be merged with and into the Company as soon as practicable (the
"Merger").
In connection with the Merger Agreement, the Company executed
an amendment (the "Rights Amendment") to the Rights Agreement, dated December
17, 2000. The Rights Amendment provides that (a) neither a "Stock Acquisition
Date" or "Distribution Date" (as such terms are defined in the Rights Agreement)
will occur, and none of Parent, Purchaser nor any of their affiliates or
associates will be deemed to be an "Acquiring Person" (as such terms are defined
in the Rights Agreement"), by reason of the execution or delivery of the Merger
Agreement or the consummation of the transactions to be effected pursuant to the
Merger Agreement and (b) the Rights will expire immediately prior to the
consummation of the Offer.
A summary of the Rights as amended follows.
Summary of Rights
On October 17, 1996 the Board of Directors of ACNielsen
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share of the Company (the "Common Stock"). The dividend is payable on October
23, 1996 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Preferred Stock") of the Company at a price of $108
per one one-thousandth of a share of Preferred Stock (as the same may be
adjusted, the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement dated as of October 17,
1996 as the same may be amended from time to time (the "Rights Agreement"),
between the Company and First Chicago Trust Company of New York, as Rights Agent
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (with
certain exceptions an "Acquiring Person", which term shall not include Parent,
Purchaser or any of their affiliates or associates which would otherwise become
Acquiring Persons solely by reason of: (x) the approval, execution or delivery
of the Merger Agreement or (y) the consummation of the Offer or the Merger in
accordance with the Merger Agreement) have acquired beneficial ownership of 15%
or more of
<PAGE> 3
3
the outstanding shares of Common Stock or (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date",
which date shall not be deemed to have occurred solely by reason of: (x) the
approval, execution or delivery of the Merger Agreement or (y) the consummation
of the Offer or the Merger in accordance with the Merger Agreement), the Rights
will be evidenced by such Common Stock certificate.
The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), Common Stock certificates will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on (i) October 23, 2006 (the "Final Expiration Date"), (ii)
immediately prior to the time at which the consummation of the Offer occurs or
(iii) at the time the Rights are earlier redeemed or exchanged by the Company,
in each case as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then-current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The Rights are also subject to adjustment in the event of a
stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Preferred Stock will be entitled,
when, as and if declared, to a minimum preferential quarterly dividend payment
of $10 per share but will be entitled to an aggregate dividend of 1000 times the
dividend declared per share of Common Stock. In the event of liquidation,
dissolution or winding up of the Company, the holders of the Preferred
<PAGE> 4
4
Stock will be entitled to a minimum preferential liquidation payment of $100 per
share (plus any accrued but unpaid dividends) but will be entitled to an
aggregate payment of 1000 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 1000 votes, voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which shares of Common Stock are converted or exchanged (other than pursuant
to the Offer or the Merger in accordance with the Merger Agreement), each share
of Preferred Stock will be entitled to receive 1000 times the amount received
per share of Common Stock. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest in a
share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of a Right
and payment of the Purchase Price, that number of shares of Common Stock having
a market value of two times the Purchase Price.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold (other than pursuant to the Offer or the Merger in accordance
with the Merger Agreement), proper provision will be made so that each holder of
a Right (other than Rights beneficially owned by an Acquiring Person which will
have become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which number of shares at the time of such
transaction will have a market value of two times the Purchase Price.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding shares of Common Stock or the occurrence of an event described
in the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or a fractional share of Preferred Stock (or of a share of a class or series of
the Company's preferred stock having similar rights, preferences and privileges)
of equivalent value, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per
<PAGE> 5
5
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable, the Company may, except with respect
to the redemption price, amend the Rights in any manner that does not adversely
affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Item 2. Exhibits
1. Rights Agreement, dated as of October 17, 1996,
between the Company and First Chicago Trust Company of
New York which includes the Certificate of
Designations for the Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C. Pursuant to
the Rights Agreement, printed Right Certificates will
not be mailed until as soon as practicable after the
earlier of the tenth day after public announcement
that a person or group has acquired beneficial
ownership of 15% or more of the shares of Common Stock
or the tenth business day after a person commences, or
announces its intention to commence, a tender offer or
exchange offer the consummation of which they would
result in the beneficial ownership by a person or
group of 15% or more of the shares of Common Stock.*
2. Amendment, dated as of December 17, 2000, to Rights
Agreement, dated as of October 17, 1996, between the
Company and First Chicago Trust Company of New York,
as Rights Agent.
----------------------------
* Previously Filed
<PAGE> 6
6
SIGNATURE
Pursuant to the requirements of Section 12 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
By: /s/ Earl H. Doppelt
-----------------------
Name: Earl H. Doppelt
Title: Executive Vice President
and General Counsel
December 18, 2000
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1. Rights Agreement, dated as of October 15, 1996, between the Company and First Chicago
Trust Company of New York which includes the Certificate of Designations for the
Series A Junior Participating Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as
Exhibit C. Pursuant to the Rights Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier of the tenth day after public
announcement that a person or group has acquired beneficial ownership of 15% or more
of the shares of Common Stock or the tenth business day after a person commences, or
announces its intention to commence, a tender offer or exchange offer the consummation
of which they would result in the beneficial ownership by a person or group of 15% or
more of the shares of Common Stock.*
2. Amendment, dated as of August 15, 1999, to Rights Agreement, dated as of October 15, 1996,
between the Company and First Chicago Trust Company of New York, as Rights Agent.
</TABLE>
----------------------------
* Previously Filed
