ACNIELSEN CORP, SC 14D9, 2000-12-22

ACNIELSEN CORP
SC 14D9, 2000-12-22
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9

(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ACNIELSEN CORPORATION
(NAME OF SUBJECT COMPANY)

ACNIELSEN CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)

004833109
(CUSIP NUMBER OF CLASS OF SECURITIES)

EARL H. DOPPELT, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
ACNIELSEN CORPORATION
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(203) 961-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)

COPY TO:

RICHARD A. GARVEY
JOHN G. FINLEY
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000

Check the box if the filing relates solely to preliminary communication made
before the commencement of a tender offer. [ ]
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ITEM 1. SUBJECT COMPANY INFORMATION.

The name of the subject company is ACNielsen Corporation, a Delaware
corporation (the "Company"), and the address of its principal executive offices
is 177 Broad Street, Stamford, Connecticut 06901. The telephone number of the
Company at its principal offices is (203) 961-3000.

The title of the equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement")
relates is the common stock, par value $0.01 per share (the "Common Stock"), of
the Company, including the associated preferred share purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of October 17, 1996,
between the Company and First Chicago Trust Company of New York (the "Rights
Agent"), as amended by the amendment thereto dated as of December 17, 2000 (as
so amended, the "Rights Agreement"). References herein to the "Shares" mean the
outstanding shares of the Common Stock and the associated Rights. As of November
30, 2000, there were 57,830,966 Shares outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

The filing person is the subject company. The Company's name, business
address and business telephone number are set forth in Item 1 above.

This Statement relates to the tender offer by Artist Acquisition, Inc., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of VNU N.V., a
corporation organized under the laws of The Netherlands ("Parent"), to purchase
all outstanding Shares at a price of $36.75 per Share (the "Offer
Consideration"), net to the seller in cash, without interest thereon, as
described in a Tender Offer Statement on Schedule TO (as amended or supplemented
from time to time), upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 22, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal (which Schedule TO, Offer to Purchase, Letter of
Transmittal and other documents, together with any supplements or amendments
thereto, are referred to herein collectively as the "Offer Documents").

The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of December 17, 2000 (the "Merger Agreement"), among the Company, Parent and
Purchaser. A copy of the Merger Agreement is filed as Exhibit (e)(1) to this
Statement and is incorporated herein by reference.

The Schedule TO states that the principal executive offices of Parent are
located at Ceylonpoort 5-25, 2037 AA Haarlem, The Netherlands and the principal
executive offices of Purchaser are located at 770 Broadway, New York, New York
10003-9595.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Certain contracts, agreements, arrangements or understandings between the
Company or its affiliates and certain of its directors and executive officers
are, except as noted below, described in the Information Statement pursuant to
Rule 14f-1 under the Securities Exchange Act of 1934 (the "Information
Statement") that is attached as Annex B to this Statement and is incorporated
herein by reference. Except as described in this Statement (including in the
Exhibits hereto and in Annex B hereto) or incorporated herein by reference, to
the knowledge of the Company, as of the date of this Statement there exists no
material agreement, arrangement or understanding or any actual or potential
conflict of interest between the Company or its affiliates and (1) the Company's
executive officers, directors or affiliates or (2) the Purchaser or the
Purchaser's officers, directors or affiliates.

AGREEMENTS AND POTENTIAL CONFLICTS BETWEEN THE COMPANY AND ITS EXECUTIVE
OFFICERS

Certain members of the Company's management, including the Company's
Chairman and Chief Executive Officer and Vice Chairman, who are also members of
the Board of Directors of the Company (the "Board"), have interests in the
transactions contemplated by the Merger Agreement that are in addition to their
interests as Company stockholders generally, as described below. The Board was
aware of these interests
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and considered them, among other matters, in approving the Merger Agreement and
the transactions contemplated thereby.

(a) Executive Agreements

In connection with the Merger, the Company entered into amended change in
control agreements with each of Nicholas Trivisonno, Michael Connors, Earl
Doppelt and Robert Chrenc. The agreements will become effective upon the
consummation of the Offer. Pursuant to the agreements, each executive is
entitled to a lump-sum payment of his benefits under his change in control
agreement if he remains employed by the Company on the date that is 90 days
following the consummation of the Offer (the "Payment Date") or if, prior to the
Payment Date, (i) his employment is terminated by the Company without "cause"
(generally a termination other than for the executive's willful and continued
failure to perform his duties or his engaging in conduct that is materially
injurious to the Company), (ii) he resigns for "good reason" (generally a
reduction in compensation or a required relocation), or (iii) he dies or becomes
disabled. The lump-sum payment includes: (i) three times the sum of the
executive's annual base salary and annual bonus; (ii) a prorated portion of the
executive's annual target bonus; (iii) a full target bonus payable with respect
to any long-term performance period in effect at the time of the consummation of
the Offer; and (iv) the present value of the executive's benefits under the
Company's 1996 Supplemental Executive Retirement Plan using the maximum credited
service allowed to be taken into account and assuming that the executive is
employed at age 55.

In addition, upon an executive's termination of employment following the
Payment Date (or, prior to the Payment Date, if he is terminated by the Company
without cause, he resigns for good reason, or he dies or becomes disabled) the
executive will be entitled to the following benefits: (i) his full base salary
through the date of termination; (ii) cash reimbursement of up to 20% of his
annual compensation (but no more than $100,000) for outplacement and job
separation expenses; (iii) life and health insurance coverage for up to 36
months; and (iv) retiree life and medical insurance beginning at age 55.

In addition, the executive is entitled to a gross-up payment from the
Company to cover any required excise taxes payable by the executive as a result
of any payments made in connection with the Offer and/or the Merger. Upon the
consummation of the Offer, the full amount of each executive's lump-sum payment
(including any gross-up payments) will be deposited in an escrow account. In
consideration for the acceleration of these payments, the executives have agreed
to (i) refrain from competing with the Company or soliciting the Company's
customers and employees during the eighteen-month period following the
consummation of the Offer, (ii) the termination of their previously executed
change in control agreements and (iii) repay their loans pursuant to the loan
agreements with Northern Trust Company, which are guaranteed by the Company, on
or prior to the Payment Date.

(b) Stock Based Awards

The Company, Purchaser and Parent have agreed, pursuant to the Merger
Agreement, that certain actions will be taken with respect to stock options held
by directors and employees of the Company. As of the Effective Time, each
outstanding option to purchase Shares will be canceled by the Company and, in
consideration, the Company will pay to the holder of the option an amount equal
to the product of (A) the excess of the merger consideration of $36.75 per Share
(the "Merger Consideration") over the exercise price per Share and (B) the
number of Shares subject to such option.

In addition, as of the Effective Time, (i) each then outstanding deferred
share unit issued under the Directors' Deferred Compensation Plan shall be
cancelled and in consideration of such cancellation, the holder of such deferred
share unit shall receive as promptly as practicable following the Effective Time
a cash payment equal to the number of deferred share units then held by such
holder, multiplied by the Merger Consideration, (ii) each deferred cash account
established under the Directors' Deferred Compensation Plan shall be cancelled
and in consideration of such cancellation, the participant in whose name the
deferred cash account is established shall receive as promptly as practicable
following the Effective Time a cash payment equal to the balance in such
deferred cash account and (iii) each then outstanding share of restricted stock
issued under the Directors' Plan shall be cancelled and in consideration of such
cancellation, the holder of

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such shares of restricted stock shall receive as promptly as practicable
following the Effective Time a cash payment equal to the number of shares of
restricted stock then held by such holder, multiplied by the Merger
Consideration.

MERGER AGREEMENT

In connection with the transactions contemplated by the Merger Agreement,
the Company, Parent and Purchaser entered into the Merger Agreement. The summary
of the material terms of the Merger Agreement set forth in Section 10 of the
Offer to Purchase is incorporated by reference herein. The summary of the Merger
Agreement contained in the Offer to Purchase is qualified in its entirety by
reference to the Merger Agreement, a copy of which is filed as Exhibit (e)(1)
hereto and incorporated herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) Recommendation of the Board of Directors

The Board of Directors, at a meeting duly called and held on December 17,
2000, unanimously (1) determined that the Merger Agreement, the Offer and the
Merger are fair to and in the best interests of the Company's stockholders, (2)
approved the Merger Agreement and the transactions contemplated thereby and (3)
declared the advisability of the Merger Agreement and resolved to recommend
acceptance of the Offer and adoption of the Merger Agreement by the holders of
Shares.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES IN THE OFFER.

(b) (I) Background of the Offer; Contacts with Parent

During the period from late 1999 until November 2000, representatives of
VNU, Inc., a wholly owned subsidiary of Parent, and the Company held
negotiations with respect to creating an international joint venture wherein
each party would contribute certain of its media and film entertainment assets
and license certain technology. On January 5, 2000, VNU, Inc. and the Company
entered into a confidentiality agreement.

On June 22, 2000, Nicholas Trivisonno, Chairman and Chief Executive Officer
of the Company and Gerald Hobbs, Chief Executive Officer of VNU, Inc. met for
dinner in New York City and discussed their respective businesses. Mr. Hobbs
spoke about potential strategies of Parent and transactions that might be
attractive to Parent, including possible business combination transactions with
the Company and others.

On September 5, 2000, Mr. Hobbs met with Mr. Trivisonno at the Company's
offices in Stamford, Connecticut to discuss the possibility of a business
combination between Parent and the Company. At that meeting, Mr. Hobbs inquired
as to whether Mr. Trivisonno would support an acquisition of the Company by
Parent if Parent authorized such a proposal in the future. Mr. Trivisonno
informed Mr. Hobbs that the Company was not for sale. However, in light of the
potentially compelling benefits of a business combination with Parent, Mr.
Trivisonno indicated that the Company would be willing to discuss the matter
further with Mr. Hobbs and other representatives of Parent.

Accordingly, on September 11, 2000, Mr. Trivisonno, Michael Conners, Vice
Chairman of the Company, Robert Chrenc, Executive Vice President and Chief
Financial Officer of the Company, Earl Doppelt, Executive Vice President and
General Counsel of the Company and a representative of Evercore Group Inc.
("Evercore") gave a presentation on the nature of the Company's business, its
operating results and its "Operation Leading Edge" program to Mr. Hobbs, Thomas
Mastrelli, Chief Operating Officer of VNU, Inc., Dan O'Shea, Chief Operating
Officer of VNU MI and a representative of Merrill Lynch.

At a regularly scheduled meeting of the Board on September 22, 2000, Mr.
Trivisonno updated the Board on the current status of discussions with Parent.
At the meeting, Mr. Doppelt provided a review of the Board's legal duties under
the circumstances.

On September 26, 2000, Mr. Doppelt met with James Ross, Vice President and
General Counsel of VNU, Inc. as well as representatives of Parent's outside
counsel, Shearman & Sterling, at the offices of

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Shearman & Sterling. Mr. Doppelt reviewed the history of the action commenced by
Information Resources, Inc. on July 29, 1996 in the United States District Court
for the Southern District of New York, naming as defendants The Dun & Bradstreet
Corporation, A.C. Nielsen Company and I.M.S. International, Inc. (the
"Litigation"), and its current status.

On October 5, 2000, Mr. Hobbs met with Mr. Trivisonno at the Company's
offices in Stamford, Connecticut. Mr. Hobbs indicated that VNU, Inc. was
prepared to make an offer to acquire the Company for approximately $32 per
Share, and outlined certain other elements of a possible transaction. He also
stated that Parent would like to sign a definitive agreement for such a
transaction by October 18, 2000. Mr. Trivisonno responded that he would not, and
he believed the Board would not, support a transaction at that price.

Mr. Trivisonno telephoned each of the Company's independent directors and
updated them on the discussions with Mr. Hobbs. Each of the directors agreed
that they would not be willing to proceed with a transaction on the basis
outlined by Mr. Hobbs. On October 10, 2000, Mr. Trivisonno telephoned Mr. Hobbs
and confirmed that the Board of Directors would not be willing to approve a
transaction on the terms described by Mr. Hobbs on October 5. Mr. Hobbs and Mr.
Trivisonno agreed to resume discussions with respect to the joint venture that
had been contemplated earlier in the year.

On November 10, 2000, Mr. Trivisonno and Mr. van den Bergh met socially for
dinner in Amsterdam, The Netherlands. During dinner, Mr. van den Bergh indicated
that Parent might be prepared to make an offer for the Company at $35 per Share.
Mr. Trivisonno reiterated that he believed such a price would not be acceptable
to the Board, but a price of $40 or above would be acceptable to the Company.

On November 21, 2000, Mr. Hobbs faxed a letter from Mr. van den Bergh to
Mr. Trivisonno with a note to contact Mr. Hobbs to discuss the contents of the
letter. The text of the letter is set forth below:

[PARENT LETTERHEAD]

November 21, 2000

Mr. Nicholas L. Trivisonno
Chairman and Chief
Executive Officer
ACNielsen Corporation
177 Broad Street
Stamford, CT 06901

Dear Nick,

As you, Jerry and I have previously discussed, the prospect of
combining our two companies presents compelling strategic and financial
advantages. The combination would create the world's leading media and
marketing information services company across all distribution platforms,
and reunite the ACNielsen brand.

While you and I both see the exciting opportunities such a combination
clearly presents for our two companies, the momentum we had developed
toward a possible transaction has unfortunately slowed recently as we have
worked to achieve a mutually acceptable view of the price to be paid to
ACNielsen's stockholders in the combination.

As you know, we believed that our proposal in October of a price in
the range of $32.00 per share fairly valued ACNielsen. That price
represented a premium of 37% over Monday's closing price of ACNielsen's
common stock and a 39% premium over the average trading price of
ACNielsen's common stock during the past 30 days. Nevertheless, you advised
me that this price did not adequately reflect your views of ACNielsen's
full value.

We have reconsidered our prior proposal and are now prepared to
significantly improve that proposal in an effort to move forward quickly to
enter into a definitive agreement and clearly deliver full value to

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your stockholders. Consistent with our discussions on November 10, 2000, I
am pleased to report that the Supervisory Board of VNU has formally
authorized me to present to you our revised offer to acquire all of the
outstanding shares of ACNielsen's common stock in a merger transaction in
which your stockholders would receive a price of $35.00 per share in cash.
We believe this enhanced offer fully reflects the value of ACNielsen,
including the appropriate financial benefits expected to result under
Operation Leading Edge. Additionally, this price provides a premium of 49%
over Monday's closing price of ACNielsen's common stock and a 52% premium
over the average trading price of ACNielsen's common stock during the past
30 days. We are confident that our revised offer will be enthusiastically
received by your stockholders. Nick, this increase is a significant step
forward on our part and we are prepared to proceed on this basis only if
you are prepared to move forward promptly with us toward the completion of
a definitive agreement for the transaction.

We recognize that your Board of Directors will want to understand how
your management team would fit into the leadership structure of the
combined company. We hope and expect that your management team would
continue to play an important leadership role going forward. We will want
and need ACNielsen's management to continue to build the business and we
will work with you to identify the key employees and discuss appropriate
roles and responsibilities and aim to put in place a generous management
retention/incentive package that would be based on specific operating
targets over the next few years. We would appropriately address ACNielsen's
existing employment agreements, benefit plans and other commitments to its
employees consistent with our detailed discussion last month. We are
confident that your senior executives and workforce would find working in
the combined company to be professionally rewarding and exciting.

Our proposal is conditioned on its approval by the ACNielsen's Board
of Directors and on the negotiation of a definitive merger agreement
containing mutually acceptable terms. This proposal is also subject to our
receipt of all regulatory and other required approvals, which we are
confident will be obtained in a timely manner. We would, of course, expect
to conduct a confirmatory due diligence investigation of ACNielsen prior to
executing a definitive merger agreement, and we and our advisors are
confident that we could complete our due diligence expeditiously. We have
already obtained a bank commitment to finance the acquisition of all of the
outstanding shares of ACNielsen's common stock and, consequently, our
proposal is not conditioned on securing financing.

We are submitting this offer on a confidential basis and have no
current intention to announce it publicly. We view this transaction as a
critical strategic initiative for VNU and, as indicated above, our revised
offer is being presented on the condition that you agree to move forward
with us promptly toward bringing the transaction to a successful
completion. Accordingly, I would appreciate your response by December 6,
2000. Absent your favorable response by that date, our revised offer will
be automatically withdrawn as our board wishes us to consider other
available alternatives at that point.

Nick, I know you and I both see clearly the benefits of the
combination of our two companies and I hope that you and your Board will
also now recognize the full value we are offering to your stockholders to
bring this to completion. I am available at any time to discuss our revised
offer with you and will look forward to your response.

With kind regards,

VNU nv

/s/ R.F. VAN DEN BERGH
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R.F. van den Bergh
Chairman of the Executive Board

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Mr. Trivisonno telephoned Mr. Hobbs and stated that the price indicated in
the letter was not acceptable, and suggested that representatives of Evercore
and Merrill Lynch should meet to discuss valuation. Mr. Hobbs suggested that Mr.
Trivisonno should contact Mr. van den Bergh and propose a meeting of their
respective financial advisors. On November 22, 2000, Mr. Trivisonno telephoned
Mr. van den Bergh and they agreed to arrange a meeting between their respective
financial advisors.

On November 28, 2000, Mr. Hobbs called Mr. Trivisonno. Mr. Hobbs indicated
that Parent had a Supervisory Board meeting scheduled for December 12, 2000, and
that Parent would like to be apprised of the Company's response to Parent's
proposal prior to that meeting. Mr. Hobbs also indicated that Parent's
representatives would like to discuss the conduct of confirmatory due diligence
and other matters with respect to a potential transaction.

On November 30, 2000, representatives of Merrill Lynch and Evercore met to
discuss valuation issues.

Also on November 30, 2000, a telephonic meeting of the Board was held. At
the meeting, Mr. Doppelt provided a review of the Board's legal duties with
respect to a possible sale of the Company. Mr. Trivisonno updated the Board with
respect to the discussions with Parent. Mr. Trivisonno noted that a special
meeting of the Board had been called for December 5, 2000, and he stated that
the purpose of that meeting was to have management and the Company's financial
and legal advisors present the Board with the business, financial and legal
information and advice necessary to enable the Board to respond to Parent's
proposal on a fully informed basis.

On December 5, 2000, a meeting of the Board was held at the offices of
Simpson Thacher & Bartlett, the Company's outside legal advisors. At the
meeting, Mr. Trivisonno provided a further update regarding the status of
discussions with Parent. Representatives of Simpson Thacher & Bartlett reviewed
the legal duties of the Board with respect to, among other matters, a potential
business combination, including a possible sale of the Company. Mr. Chrenc made
a presentation to the Board on behalf of management with respect to the
Company's current financial condition, strategic objectives and the outlook for
the future. Representatives of Evercore made a presentation that included, among
other matters, a review of the historical performance of the Shares, valuation
ranges for the Company based on various methodologies, including the values that
could be obtained for stockholders pursuant to the Company's existing operating
strategy, particularly considering the implementation of "Operation Leading
Edge" and other matters, including the eRatings joint venture, historical
financial data for the Company and a financial analysis of the $35 per Share
offer contained in the November 21 letter from Mr. van den Bergh. The Evercore
presentation also included an overview of Parent, including its business,
financial position and ability to complete the acquisition, as well as the
potential for other offers for the Company, including the most likely interested
parties and their financial capacity. Management of the Company and Evercore
responded to various questions from the directors regarding the presentation and
other matters. The Board considered the benefits and risks of soliciting
indications of interest from additional parties. The Board took into account,
among other factors, Evercore's advice with respect to the best process to
maximize value and the extent to which entering into discussions with other
potential bidders could jeopardize discussions with Parent and materially
disrupt the Company's business and operations. The Board discussed, among other
things, whether this was an opportune time to sell the Company. Mr. Doppelt and
representatives of Simpson Thacher & Bartlett reviewed certain legal and
regulatory issues relating to any potential transaction, including certainty of
closing, the ability of the Board to consider superior proposals in a meaningful
manner and requirements that might be applicable to Parent such as Works'
Council approvals. Management of the Company reviewed the Company's current
position and future challenges and opportunities. Management, Evercore and
representatives of Simpson Thacher & Bartlett responded to questions from the
Board. The Board authorized management to continue discussions, particularly
with regard to increasing the offer price and addressing the legal and
regulatory issues reviewed by Simpson Thacher & Bartlett.

On the afternoon of December 5, 2000, representatives of Evercore called
representatives of Merrill Lynch and indicated that the Company was seeking a
price closer to $40 per share than $35. Representatives of Merrill Lynch
indicated that Parent's Supervisory Board had approved a transaction for $35 per
Share and that Parent would not be willing to pay a price closer to $40 than
$35. Evercore indicated further that the

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Company would expect Parent to sign a confidentiality agreement containing a
standstill provision and also outlined certain material elements of a
transaction from the Company's perspective, including those pertaining to (i)
the size of any termination fee and the Company's ability to respond to superior
proposals, (ii) the precise nature, extent and duration of Parent's due
diligence investigation, (iii) existing employee arrangements being honored
without waiver of existing rights and (iv) other material terms. With respect to
a number of these contractual provisions Evercore suggested Parent's acquisition
of Nielsen Media Research, Inc. in 1999 as an appropriate precedent.

On the morning of December 7, 2000, Merrill Lynch called Evercore and
indicated that Parent would be willing to pay $36 per Share. Merrill Lynch added
that the offer was subject to Parent reaching understandings regarding the
employment status of certain key executives, confirmatory due diligence and
Supervisory Board approval. Merrill Lynch added that Parent would agree to terms
and conditions similar to the agreement with respect to its acquisition of
Nielsen Media Research, Inc. and stated that Parent was seeking to commence due
diligence immediately. Evercore indicated that $36 per Share was a lower value
than they thought acceptable from the perspective of the Company. Later in the
day, a representative of Evercore called a representative of Merrill Lynch and
stated that the Company was seeking $37.50 per Share. Evercore suggested that
Mr. Trivisonno and Mr. Hobbs should have a conversation to further discuss
price.

On the evening of December 7, 2000, Mr. Hobbs telephoned Mr. Trivisonno.
Mr. Hobbs and Mr. Trivisonno agreed on a price of $36.75 per Share, subject to
approval by their respective Boards, provided that no "surprises" were
discovered during Parent's due diligence investigation.

On December 8, 2000, the parties entered into a confidentiality agreement,
which contained a customary standstill provision requested by the Company and
superceded the January 5, 2000 confidentiality agreement between the parties.

Beginning on December 8, 2000, Parent conducted a due diligence review of
the Company, which included additional meetings with various Company executives
and a review of documents provided by the Company.

On December 10, 2000, Shearman & Sterling delivered a draft merger
agreement to the Company and its advisors. Between December 10 and December 17,
the outside legal counsel of the Company and Parent, in consultation with
respective management and financial advisors, negotiated the terms of the merger
agreement. Towards the end of this period, after negotiation, the parties agreed
on a termination fee of $60 million.

On December 11, 2000, a telephonic meeting of the Board was held. Mr.
Trivisonno and Evercore updated the Board on developments since the December 5
Board meeting. In addition, the Company's management and its financial and legal
advisors responded to questions from the Board. Following discussions, the Board
authorized management to continue discussions with the representatives of
Parent.

On December 12, 2000, the Supervisory Board of Parent met to consider the
proposed acquisition of the Company. After the meeting, a representative of
Parent advised the Company that the Supervisory Board had authorized a
transaction to acquire all of the outstanding Shares of the Company.

On December 14, 2000, a regular meeting of the Board was held in Stamford,
Connecticut. Mr. Trivisonno provided an update on the status of the negotiations
with Parent. Representatives of Simpson Thacher & Bartlett summarized the
principal terms and conditions of the then current draft of the merger
agreement, and outlined the open issues with respect to the merger agreement.
Mr. Doppelt and Representatives of Simpson Thacher & Bartlett reviewed the legal
and regulatory issues relating to the proposed transaction and they responded to
questions from the Board. Representatives of Evercore presented analyses with
respect to fairness and responded to questions from the Board regarding certain
of these analyses. Evercore also indicated that, subject to their review of
final transaction documents, they would be prepared to render an opinion to the
Board that, as of the date of the Merger Agreement, the consideration to be
received by the stockholders of the Company in the Offer and the Merger was
fair, from a financial point of view, to the stockholders of the Company. After
further discussion, with respect to the risks and benefits of proceeding with a
transaction, the Board authorized management to finalize the terms of the
proposed transaction.
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On December 17, 2000, a telephonic meeting of the Board was convened. Mr.
Trivisonno reported on the progress since December 14 and described management's
rationale for a transaction between the Company and Parent. Representatives of
Simpson Thacher & Bartlett updated the Board on the final terms and conditions
of the Merger Agreement. Representatives of Evercore delivered its opinion that
the consideration to be received by the stockholders in the Offer and the Merger
was fair from a financial point of view to the stockholders of the Company as
well as the underlying analyses. Mr. Doppelt reviewed the terms of employment
arrangements between the Company and certain executives which were to be entered
into at the request of Parent. The Board discussed the proposed transaction and
the Company's management and its financial and legal advisors responded to
questions from the Board. The Board then unanimously approved and declared the
advisability of the terms and conditions of the Merger Agreement and all of the
transactions contemplated thereby and recommended that the stockholders of the
Company tender their Shares in the Offer.

The Merger Agreement was executed by the parties during the evening of
December 17, 2000.

(b) (II) Reasons for the Recommendation of the Board of Directors

In making the determination and recommendation described above, the Board
considered a number of factors, including, without limitation, the following:

- the price being paid for each Share in the transaction which represents
(a) a premium of 49.2% over the closing sale price of $24.625 on the New
York Stock Exchange on December 15, 2000 (the trading day immediately
prior to the date on which the Company announced it had entered into the
Merger Agreement) and (b) a premium of 60.3% over the average closing
sale price of $22.93 for the 52-week period prior to December 15, 2000;

- the price being paid in the transaction represents a 16% premium over the
all-time closing high of $31.69 for historical market prices for the
Shares;

- the opinion of Evercore, dated as of December 17, 2000, to the effect
that as of such date the $36.75 per Share to be received by the holders
of Common Stock in the Offer and the Merger was fair to such holders from
a financial point of view (the full text of the written opinion of
Evercore, which sets forth assumptions made, matters considered and
limitations on the review undertaken in connection with such opinion, is
attached hereto as Annex A; holders of Shares are encouraged to read such
opinion in its entirety);

- the Company's business, its current financial condition and results of
operations, and its future prospects, and the Board's belief, on the
basis of their familiarity with these matters, that the consideration to
be received by the Company's stockholders in the transaction fairly
reflects the Company's intrinsic value, including its potential for
future growth;

- possible alternatives to the sale of the entire Company, including
continuing to operate the Company as it has in the past, which the Board
determined, after considering the advice of its financial advisor, not to
pursue in light of its belief that pursuing the transaction with Parent
represented the best means to maximize stockholder value;

- the risks associated with the Litigation;

- the certainty of value represented by the all-cash consideration offered
by Parent;

- that while the Company is prohibited from soliciting or encouraging
acquisition proposals, the Company is permitted to furnish information
concerning the Company to a third party who contacts the Company on an
unsolicited basis and may engage in discussions or negotiations with a
third party to the extent the Board, after receiving advice from its
outside counsel, concludes in good faith that such action is reasonably
necessary for the Board to act in a manner consistent with its fiduciary
obligations;

- the ability of the Company to terminate the Merger Agreement in order to
accept a Superior Proposal;

8
<PAGE> 10

- the $60 million termination fee demanded by Parent and the Board's
conclusion that, based on the advice of Evercore, such amount should not
significantly deter any third party with serious interest in bidding for
the Company and is reasonable in light of the benefits of the Offer and
the Merger;

- the limited number of instances in which a termination fee is payable by
the Company;

- the agreement of Parent not to commence the Offer prior to the fifth
business day after the announcement of the Merger Agreement, which would
permit any party interested in acquiring the Company at least 25 business
days to prepare and communicate an acquisition proposal following
announcement of the transaction;

- the fact that various provisions of the Merger Agreement impose
obligations on Parent that improve the certainty of closing the
transaction;

- the absence of a financing condition on Parent's obligation to consummate
the Offer;

- the agreement of Parent to pay $60 million to the Company if the Offer is
not consummated due to Parent's condition relating to the Central Works'
Council of Parent not being satisfied with respect to Parent's financing
arrangements;

- the limited number and nature of other conditions to Parent's obligation
to consummate the Offer; and

- the other terms and conditions of the Offer and the Merger.

The Board did not assign relative weights to the above factors or determine
that any factor was of particular importance. Rather the Board viewed its
position and recommendations as being based on the totality of the information
presented to and considered by it.

After reasonable inquiry and to the best of the Company's knowledge, each
executive officer and director of the Company currently intends to tender all
Shares owned by such person to the Purchaser pursuant to the Offer, except for
persons who would by tendering incur liability under Section 16(b) of the
Exchange Act (which persons intend, if applicable, to vote their Shares in favor
of the Merger).

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Pursuant to the terms of the engagement letter dated December 5, 2000, the
Company has retained Evercore to render financial advisory services to the
Company, and in accordance with such engagement, Evercore has advised the
Company with respect to the Offer and related matters.

Evercore is entitled to receive a fee equal to $2,000,000 for delivering
the fairness opinion attached hereto as Annex A. In addition, Evercore will be
entitled to receive a fee equal to $9,500,000 (less any amount previously paid
upon the delivery of a fairness opinion) in connection with any business
combination transaction, such as the Offer and the Merger, such fee to be
contingent upon the consummation of the transaction and payable at the closing
thereof.

The Company has also agreed to reimburse Evercore for its reasonable
expenses, including professional and legal fees and disbursements, and to
indemnify Evercore and certain related persons against certain liabilities in
connection with their engagement, including certain liabilities under the
federal securities laws.

Except as described above, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any person to make
solicitations or recommendations on its behalf concerning the Offer or the
Merger.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

There have been no transactions in Shares that were effected during the
past 60 days by the Company (except for issuances of Shares in the ordinary
course of business under the Company's Employee Stock

9
<PAGE> 11

Ownership Plan) or, to the best knowledge of the Company, by any executive
officer, director, affiliate or subsidiary of the Company.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

The Company is not currently undertaking or engaged in any negotiations in
response to the Offer that relate to (1) a tender offer for or other acquisition
of the Company's securities by the Company, any subsidiary of the Company or any
other person; (2) an extraordinary transaction, such as a merger, reorganization
or liquidation, involving the Company or any subsidiary of the Company; (3) a
purchase, sale or transfer of a material amount of assets of the Company or any
subsidiary of the Company; or (4) any material change in the present dividend
policy, indebtedness or capitalization of the Company.

There are no transactions, resolutions of the Board, agreements in
principle, or signed contracts in response to the Offer that relate to one or
more of the events referred to in the preceding paragraph.

ITEM 8. ADDITIONAL INFORMATION.

(a) Delaware General Corporation Law.

Under the DGCL, if the Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the outstanding Shares, the Purchaser will be able to
effect the Merger after consummation of the Offer without the approval of the
Company's stockholders. However, if the Purchaser does not acquire at least 90%
of the Shares pursuant to the Offer or otherwise and a vote of the Company's
stockholders is required under the DGCL, a significantly longer period of time
will be required to effect the Merger.

The Purchaser and Parent have each agreed to cause all of the Shares owned
by them to be voted in favor of the adoption of the Merger Agreement, so
stockholder approval of the Merger is assured if the Minimum Condition has been
satisfied and the Offer is completed.

(b) Antitrust Matters.

Under the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") and
the rules that have been promulgated thereunder by the Federal Trade Commission
(the "FTC"), certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the FTC and certain waiting
period requirements have been satisfied. The acquisition of Shares by Purchaser
pursuant to the Offer are subject to such requirements.

Parent has advised the Company that, pursuant to the HSR Act, on December
18, 2000, Parent filed a Premerger Notification and Report Form in connection
with the purchase of Shares pursuant to the Offer with the Antitrust Division
and the FTC. Under the provisions of the HSR Act applicable to the Offer, the
purchase of Shares pursuant to the Offer may not be consummated until the
expiration of a 15-calendar day waiting period following the filing by Parent.
Accordingly, the waiting period under the HSR Act applicable to the purchase of
Shares pursuant to the Offer will expire at 11:59 p.m., New York City time, on
January 1, 2001, unless such waiting period is earlier terminated by the FTC and
the Antitrust Division or extended by a request from the FTC or the Antitrust
Division for additional information or documentary material prior to the
expiration of the waiting period. Parent has advised the Company that, pursuant
to the HSR Act, Parent has requested early termination of the waiting period
applicable to the Offer. There can be no assurance, however, that the 15-day HSR
Act waiting period will be terminated early. If either the FTC or the Antitrust
Division were to request additional information or documentary material from
Parent with respect to the Offer, the waiting period with respect to the Offer
would expire at 11:59 p.m., New York City time, on the tenth calendar day after
the date of substantial compliance with such request. Thereafter, the waiting
period could be extended only by court order. If the acquisition of Shares is
delayed pursuant to a request by the FTC or the Antitrust Division for
additional information or documentary material pursuant to the HSR Act, the
Offer may, but need not, be extended and, in any event, the purchase of and
payment for Shares will be deferred until 10 days after the request is
substantially complied with, unless the waiting period is sooner terminated by
the FTC and the Antitrust Division. Only one extension of such waiting period
pursuant to a request for

10
<PAGE> 12

additional information is authorized by the HSR Act and the rules promulgated
thereunder, except by court order. Any such extension of the waiting period will
not give rise to any withdrawal rights not otherwise provided for by applicable
law. See Section 4 of the Offer to Purchase. It is a condition to the Offer that
the waiting period applicable under the HSR Act to the Offer expire or be
terminated. See Section 1 and Section 14 of the Offer to Purchase.

The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of Shares by
Purchaser pursuant to the Offer. At any time before or after the purchase of
Shares pursuant to the Offer by Purchaser, the FTC or the Antitrust Division
could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer or seeking the divestiture of Shares purchased by
Purchaser or the divestiture of substantial assets of Parent, the Company or
their respective subsidiaries. Private parties and state attorneys general may
also bring legal action under federal or state antitrust laws under certain
circumstances. Based upon an examination of information available to Parent and
the Company relating to the businesses in which Parent, the Company and their
respective subsidiaries are engaged, the Company believes, and it has been
informed by Parent and Purchaser that Parent and Purchaser believe, that the
Offer will not violate the antitrust laws. Nevertheless, there can be no
assurance that a challenge to the Offer on antitrust grounds will not be made
or, if such a challenge is made, what the result would be. See Section 14 of the
Offer to Purchase for certain conditions to the Offer, including conditions with
respect to litigation.

The consummation of the Merger is also contingent upon confirmation from
the European Commission under the EU Merger Regulation, that the Merger does not
create or strengthen a dominant position as a result of which effective
competition would be significantly impeded in the European common market. Parent
and the Company will jointly prepare and file with the European Commission the
required notification of the Merger. The European Commission has one month from
the date on which such information is supplied in which to complete its
preliminary investigation into the Merger. If, following such one-month period,
the European Commission considers that it needs to examine the Merger more
closely, it may initiate a Phase II investigation; if it does initiate a Phase
II investigation, the European Commission must make a final determination as to
whether or not the Merger is compatible with the European common market no later
than four months after the initiation of such investigation. If the European
Commission does not make a decision within this four-month period, the Merger
would automatically be deemed to be compatible with the European common market
and would be allowed to proceed. Parent and the Company believe it is likely
that the European Commission will determine that the Merger is compatible with
the common market. However, no assurance can be given that the European
Commission will not impose certain conditions or restrictions on the Merger.

Parent and the Company have determined that approvals (or expiration of any
waiting periods) under the Competition Act of Canada are not required to
consummate the Offer or the Merger.

The Information Statement attached as Annex B hereto is being furnished in
connection with the possible designation by Purchaser pursuant to the Merger
Agreement of certain persons to be appointed to the Board other than at a
meeting of the Company's stockholders.

11
<PAGE> 13

ITEM 9. EXHIBITS.

The following exhibits are filed herewith:

<TABLE>
<C> <S>
(a)(1) Offer to Purchase, dated December 22, 2000 (incorporated by
reference to Exhibit (a)(1)(i) to the Schedule TO of
Purchaser filed on December 22, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(ii) to the Schedule TO of Purchaser filed on
December 22, 2000).
(a)(3) Letter to Stockholders dated December 22, 2000. +
(a)(4) Press Release, dated December 18, 2000 (incorporated by
reference to Exhibit 99.1 to the Form 8-K of the Company
filed on December 20, 2000).
(a)(5) Opinion of Evercore Group Inc. dated as of December 17, 2000
(included as Annex A to this Statement).+
(e)(1) Agreement and Plan of Merger dated as of December 17, 2000
among Parent, Purchaser and the Company (incorporated by
reference to Exhibit (d)(i) to the Schedule TO of Purchaser
filed on December 22, 2000).
(e)(2) Information Statement Pursuant to Section 14(f) of the
Exchange Act and Rule 14f-1 thereunder (included as Annex B
to this Statement).+
(e)(3) Letter Agreement, dated December 17, 2000, between the
Company and Earl Doppelt.
(e)(4) Letter Agreement, dated December 17, 2000, between the
Company and Michael Connors.
(e)(5) Letter Agreement, dated December 17, 2000, between the
Company and Robert Chrenc.
(e)(6) Letter Agreement, dated December 17, 2000, between the
Company and Nicholas Trivisonno.
</TABLE>

---------------
+ Included in copy mailed to stockholders.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

ACNIELSEN CORPORATION

By: /s/ Earl H. Doppelt
------------------------------------
Name: Earl H. Doppelt
Title: Executive Vice President and
General Counsel

Dated: December 22, 2000

12
<PAGE> 14

E V E R C O R E G R O U P ANNEX A

December 17, 2000

Board of Directors
ACNielsen Corporation
177 Broad Street
Stamford, CT 06901

Members of the Board of Directors:

We understand that ACNielsen Corporation ("ACNielsen" or the "Company"),
VNU NV ("VNU") and Artist Acquisition, Inc., a wholly owned subsidiary of VNU
("Acquisition Sub") propose to enter into an Agreement and Plan of Merger dated
as of December 17, 2000 (the "Merger Agreement"), which provides, among other
things, for (i) the commencement by Acquisition Sub of a tender offer (the
"Tender Offer") for all outstanding shares of Common Stock, par value $0.01 per
share, of the Company (the "Shares") for $36.75 per share in cash, and (ii) the
subsequent merger (the "Merger") of Acquisition Sub with and into the Company.
The transactions contemplated by the Merger Agreement, including without
limitation the Tender Offer and the Merger, are referred to jointly as the
"Transaction". Pursuant to the Merger, ACNielsen will become a wholly owned
subsidiary of VNU and each of the Shares, other than shares held in treasury or
held by VNU or any subsidiary of VNU or as to which dissenters' rights have been
perfected, will be converted into the right to receive $36.75 per share in cash
(the "Merger Consideration"). The terms and conditions of the Tender Offer and
the Merger are more fully set forth in the Merger Agreement.

You have asked us whether, in our opinion, the Merger Consideration to be
paid pursuant to the Tender Offer and the Merger is fair, from a financial point
of view as of the date hereof, to the holders of the Shares.

In connection with rendering our opinion, we have, among other things:

(i) Analyzed certain publicly available financial statements and other
information relating to ACNielsen;

(ii) Analyzed certain internal financial statements and other financial
and operating data concerning ACNielsen prepared by and furnished to
us by the management of ACNielsen;

(iii) Analyzed certain financial projections concerning ACNielsen prepared
by and furnished to us by the management of ACNielsen;

(iv) Discussed the past and current operations and financial condition and
the prospects of ACNielsen with the management of ACNielsen;

(v) Reviewed the reported prices and trading activity of the Common Stock
of ACNielsen;

(vi) Compared the financial performance of ACNielsen and the prices and
trading activity of the Common Stock of ACNielsen with that of
certain other comparable publicly-traded companies and their
securities;

(vii) Reviewed the financial terms, to the extent available, of certain
comparable transactions;

(viii) Participated in discussions and negotiations among representatives
of ACNielsen, VNU, and their advisers;

(ix) Reviewed the Merger Agreement, and the related exhibits and schedules
in substantially final form and have assumed that the final form of
such Merger Agreement, exhibits and schedules will not vary in any
respect material to our analysis; and

(x) Performed such other analyses and examinations and considered such
other factors as we have in our sole judgment deemed appropriate.

A-1
<PAGE> 15

For purposes of our analysis and opinion, we have not assumed any
responsibility for independently verifying the accuracy and completeness of the
information reviewed by us or reviewed for us. With respect to the financial
projections of ACNielsen which were furnished to us, we have assumed that such
financial projections have been reasonably prepared by ACNielsen, on bases
reflecting the best currently available estimates and good faith judgments of
the future competitive, operating and regulatory environments and related
financial performance of ACNielsen. We have not made nor assumed any
responsibility for making any independent valuation or appraisal of the assets
or liabilities of ACNielsen, nor have we been furnished with any such
appraisals. Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information and the Merger Agreement and
related exhibits and schedules thereto made available to us as of the date
hereof. Our opinion does not address ACNielsen's underlying business decision to
effect the Transaction nor constitute a recommendation to any ACNielsen
shareholder as to how such holder should respond to the Tender Offer.

In connection with the Transaction, we have not been authorized by the
Board of Directors to solicit, nor have we solicited, third party indications of
interest for the acquisition of all or any part of the Company. Additionally, we
have not been asked to pass upon, and express no opinion with respect to, any
matter other than the fairness from a financial point of view of the Merger
Consideration to be received by the holders of the Shares pursuant to the Tender
Offer and the Merger.

We have acted as financial advisor to the Board of Directors of ACNielsen
in connection with the Transaction and will receive fees for our services upon
the rendering of this opinion and upon the consummation of the Merger. In the
past, Evercore Group Inc. and its affiliates have provided financial advisory
services to ACNielsen and have received fees for the rendering of these
services.

It is understood that this letter is for the information and benefit of the
Board of Directors of ACNielsen and may not be quoted or referred to or relied
upon or used for any other purpose without our prior written consent, provided
that we hereby consent to the inclusion of the text of this opinion and to a
reference to or description of this opinion in any document delivered to the
shareholders of ACNielsen in connection with the Transaction. This opinion is
not intended to confer any rights or remedies upon any employee, creditor or
shareholder of ACNielsen or any other party.

Based upon and subject to the foregoing, it is our opinion that as of the
date hereof, the Merger Consideration to be received by the holders of the
Shares pursuant to the Tender Offer and the Merger is fair, from a financial
point of view, to the holders of the Shares.

Very truly yours,

Evercore Group Inc.

By: /s/ DAVID G. OFFENSEND
------------------------------------
David G. Offensend
Vice Chairman

A-2
<PAGE> 16

ANNEX B

ACNIELSEN CORPORATION
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(203) 961-3000

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement ("Information Statement") is being mailed on or
about December 22, 2000, as part of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement") to the holders of shares of common
stock, $.01 par value per share (the "Common Stock"), of ACNielsen Corporation
(the "Company"). You are receiving this Information Statement in connection with
the possible election of persons designated by VNU N.V. ("Parent") to a majority
of the seats on the Board of Directors (the "Board") of the Company. On December
17, 2000, the Company entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Parent and Artist Acquisition, Inc., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Parent, pursuant to which
Purchaser is required to commence a tender offer to purchase all outstanding
shares of Common Stock, including the associated Preferred Share Purchase Rights
(the "Rights" and, together with the Common Stock, the "Shares") issued pursuant
to a Rights Agreement, dated as of October 17, 1996, between the Company and
First Chicago Trust Company of New York, in each case, net to the seller in
cash, upon the terms and conditions set forth in the Purchaser's Offer to
Purchase, dated December 22, 2000, and in the related Letter of Transmittal
(which, together with any amendments and supplements thereto, collectively
constitute the "Offer"). Copies of the Offer to Purchase and the Letter of
Transmittal have been mailed to stockholders of the Company and are filed as
Exhibits (a)(1)(i) and (a)(1)(ii) respectively, to the Tender Offer Statement on
Schedule TO (as amended from time to time, the "Schedule TO") filed by the
Purchaser with the Securities and Exchange Commission (the "Commission") on
December 22, 2000. The Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions, following completion of the Offer,
and in accordance with the Delaware General Corporation Law (the "DGCL"), the
Purchaser will be merged with and into the Company (the "Merger"). Following
consummation of the Merger, the Company will continue as the surviving
corporation (the "Surviving Corporation") and will be a wholly owned subsidiary
of Parent. At the effective time of the Merger (the "Effective Time"), each
Share issued and outstanding immediately prior to the Effective Time (other than
Shares that are owned by the Company or any subsidiaries of the Company and
Shares held by stockholders of the Company who did not vote in favor of the
Merger Agreement and who comply with all of the relevant provisions of Section
262 of the DCGL) will be converted into the right to receive the merger
consideration of $36.75 per Share.

The Offer, the Merger, and the Merger Agreement are more fully described in
the Statement to which this Information Statement is attached as Annex B, which
was filed by the Company with the Commission on December 22, 2000 and which is
being mailed to stockholders of the Company along with this Information
Statement.

This Information Statement is being mailed to you in accordance with
Section 14(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 14f-1 promulgated thereunder. The information set forth herein supplements
certain information set forth in the Statement. Information set forth herein
related to Parent, the Purchaser or the Parent Designees (as defined below) has
been provided by Parent. You are urged to read this Information Statement
carefully. You are not, however, required to take any action in connection with
the matters set forth herein.

Pursuant to the Merger Agreement, the Purchaser commenced the Offer on
December 22, 2000. The Offer is currently scheduled to expire at 12:00 midnight,
New York City time, on January 23, 2001, unless extended.

B-1
<PAGE> 17

GENERAL

The Common Stock is the only class of voting securities of the Company
outstanding. The holders of a majority of the outstanding Shares represented in
person or by proxy will constitute a quorum. Each stockholder is entitled to one
vote per Share. Assuming the presence of a quorum, the affirmative vote of a
plurality in interest of the stockholders present in person or by proxy and
entitled to vote thereon is required to elect directors. As of November 30,
2000, there were 57,830,966 Shares outstanding and 16,604,442 Shares were
reserved for issuance pursuant to the exercise of options (of which there are
options to purchase 12,942,060 Shares outstanding), of which Parent and the
Purchaser own no Shares as of the date hereof.

RIGHTS TO DESIGNATE DIRECTORS AND PARENT DESIGNEES

The Merger Agreement provides that, promptly upon the consummation of the
Offer, Parent shall be entitled to designate such number of directors, rounded
up to the next whole number, on the Board as is equal to the product of the
total number of directors on the Company's Board (determined after giving effect
to any increase in the size of such Board pursuant to this sentence) multiplied
by the percentage that the number of Shares beneficially owned by Purchaser at
such time bears to the total number of Shares then outstanding; provided that in
no event shall Parent's designees (the "Designees") constitute less than a
majority of the entire Board. In futherance thereof, the Company shall, upon the
request of Parent, promptly use its reasonable best efforts to secure the
resignations of such number of its existing directors or increase the size of
the Board; provided, however, that prior to the Effective Time the Company and
Parent shall use their respective best efforts to ensure that at least two of
the members of the Board shall at all times prior to the consummation of the
Merger be directors of the Company who were directors of the Company on December
17, 2000.

Parent has informed the Company that it will choose the Designees from the
directors and executive officers of certain affiliates of Parent listed in
Schedule I attached hereto. Parent has informed the Company that each of the
directors and executive officers listed in Schedule I has consented to act as a
director if so designated. The business address of Parent is Ceylonpoort 5-25,
2037 AA Haarlem, The Netherlands and the business address of Purchaser is 770
Broadway, New York, New York 10003-9595.

It is expected that the Designees may assume office at any time following
the purchase by Purchaser pursuant to the Offer of such number of Shares
representing not less than a majority of the outstanding shares of Common Stock
on a fully-diluted basis and that upon assuming office Designees will thereafter
constitute at least a majority of the Board.

DIRECTORS AND EXECUTIVE OFFICERS

THE CURRENT MEMBERS OF THE BOARD

The Board currently consists of eleven members in three classes. The names
of the current directors, their ages as of December 18, 2000 and certain other
information about them are set forth below. As indicated above, some of the
current directors may resign effective immediately following the purchase of the
Shares by the Purchaser pursuant to the Offer.

B-2
<PAGE> 18

Class I Directors Holding Office for Terms Expiring at the 2003 Annual Meeting

<TABLE>
<CAPTION>
POSITIONS WITH DIRECTOR PRINCIPAL OCCUPATION OTHER
NAME THE COMPANY SINCE DURING LAST FIVE YEARS AGE DIRECTORSHIPS
--------------------- -------------- -------- ---------------------- --- -------------
<S> <C> <C> <C> <C> <C>
Donald W. Griffin Director 1996 Chairman, President 63 Eastman Chemical
and Chief Executive Company; Olin
Officer, Olin Corporation.
Corporation
(manufacturer of
chemicals, metals and
ammunition), 4/96 to
present; President and
Chief Executive
Officer, 1/96 to 4/96;
President and Chief
Operating Officer,
2/94 to 12/95.
Robert M. Hendrickson Director 1996 President, Juno 71
Capital Partners, Ltd.
(corporate finance and
investment management
consulting), 4/88 to
present; Chairman,
Juno Land Investment
Corporation
(residential real
estate development),
1/90 to present;
President, Juno Land
Development
Corporation
(commercial real
estate development),
7/96 to present.
Brian B. Pemberton Director 1996 President and Chief 56 ROHN Industries, Inc.
Executive Officer,
ROHN Industries, Inc.
(manufacturer of
cellular and PCS
industry towers and
shelters), 4/97 to
present; business
consultant, 1/97 to
4/97;
President -- SKYCELL
Services, American
Mobile Satellite
Corporation (mobile
communications), 8/96
to 12/96; President
and Chief Executive
Officer, 4/95 to 8/96.
Nicholas L. Chairman, Chief 1996 Chairman and Chief 53 Rayonier Inc.
Trivisonno Executive Officer Executive Officer,
and Director ACNielsen, 5/96 to
present; Executive
Vice
President -- Finance
and Chief Financial
Officer, The Dun &
Bradstreet Corporation
(business
information), 9/95 to
11/96.
</TABLE>

B-3
<PAGE> 19

Class II Directors Holding Office for Terms Expiring at the 2001 Annual
Meeting

Class III Directors Holding Office for Terms Expiring at the 2002 Annual
Meeting

<TABLE>
<CAPTION>
POSITIONS WITH DIRECTOR PRINCIPAL OCCUPATION OTHER
NAME THE COMPANY SINCE DURING LAST FIVE YEARS AGE DIRECTORSHIPS
--------------------- -------------- -------- ---------------------- --- -------------
<S> <C> <C> <C> <C> <C>
Michael P. Connors Vice Chairman and 1996 Vice Chairman, 45 NetRatings, Inc.
Director ACNielsen, 5/96 to
present, Senior Vice
President, The Dun &
Bradstreet Corporation
(business
information), 4/95 to
11/96.
Karen L. Hendricks Director 1996 Chairman, President 52 Baldwin Piano & Organ
and Chief Executive Company
Officer, Baldwin Piano
& Organ Company
(manufacturer of
musical instruments),
1/97 to present;
President and Chief
Executive Officer,
11/94 to 1/97.
Robert Holland, Jr. Director 1996 President and Chief 60 Carver Bancorp;
Executive Officer, Lexmark International,
WorkPlace Integrators Inc.; Tricon Global
(office furniture Restaurants, Inc.
dealer), 6/97 to
present; Chairman,
Rokher-J, Inc.
(management
consulting), 10/96 to
6/97; President and
Chief Executive
Officer, Ben & Jerry's
Homemade, Inc. (ice
cream and frozen
desserts), 2/95 to
10/96.
Robert N. Thurston Director 1996 Business consultant, 68 Ag-Bag International
1985 to present; Ltd.; McDonald's
former Executive Vice Corporation.
President, The Quaker
Oats Company.
</TABLE>

B-4
<PAGE> 20

COMMITTEES OF THE BOARD AND MEETINGS

The Audit and Finance Committee of the Board monitors the adequacy of the
Company's internal controls for purposes of verifying that the Company's
financial statements are prepared in accordance with generally accepted
accounting principles. It also reviews key financial aspects of the Company's
business. The Committee also recommends the appointment of the Company's
independent public accountants to the full Board. The Committee consists of
Messrs. Hendrickson (Chairman), Griffin, Hendricks, Holland, Meyer and
Pemberton. The Audit and Finance Committee held four meetings during 1999.

The Compensation Committee approves the annual compensation and benefits of
the Company's senior executives and administers the Company's compensation and
benefit plans. The Committee consists of Messrs. Thurston (Chairman), Beeby,
Griffin, Hays and Pemberton. The Compensation Committee held four meetings
during 1999.

The Nominating Committee considers and makes recommendations to the Board
regarding Board of Directors' qualifications, structure and membership. The
Committee consists of Messrs. Hays (Chairman), Beeby, Hendrickson and Meyer. The
Nominating Committee held two meetings in 1999. Shareholders may recommend
nominees to the Nominating Committee by submitting the names in writing to:
Thomas C. Hays, Chairman of the Nominating Committee, ACNielsen Corporation, 177
Broad Street, Stamford, CT 06901. The Company's by-laws specify certain time
limitations, notice requirements and other procedures applicable to the
submission of nominations before an Annual or Special Meeting.

Six meetings of the Board were held during 1999. No director attended fewer
than 75% of the total number of meetings of the Board and of the Committees of
the Board on which the director serves.

INFORMATION ABOUT EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The following individuals currently serve as executive officers of the
Company:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONAL DURING
NAME POSITION LAST FIVE YEARS
---- -------- -----------------------------
<S> <C> <C>
Nicholas L. Trivisonno....... Chairman and Chief Executive President and Chief Executive
Officer; Director Officer, 5/96 to present;
Executive Vice President --
Finance and Chief Financial
Officer, The Dun & Bradstreet
Corporation (business
information), 9/95 to 11/96.
Michael P. Connors........... Vice Chairman; Director Vice Chairman, 5/96 to
present; Senior Vice
President, The Dun &
Bradstreet Corporation
(business information), 4/95
to 11/96
Robert J. Chrenc............. Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer, 6/96
to present; Partner, Arthur
Andersen LLP (accounting),
9/79 to 5/96.
Earl H. Doppelt.............. Executive Vice President and Executive Vice President and
General Counsel General Counsel, 5/96 to
present; Senior Vice
President and General
Counsel, The Dun & Bradstreet
Corporation (business
information), 5/94 to 11/96.
</TABLE>

B-5
<PAGE> 21

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

REPORT OF THE COMPENSATION COMMITTEE

This report to shareholders reviews the decisions made and actions taken by
the Compensation Committee of the Board (the "Committee") as they relate to the
compensation of the Chairman and Chief Executive Officer and the other executive
officers, all of whom are named in the Summary Compensation Table (the "named
officers"), for the period from January 1, 1999 to December 31, 1999.

The Committee's oversight of the Company's executive compensation program
was directed by an overall philosophy intended to meet the following important
criteria: (i) enable the Company to retain and attract the necessary strategic
leadership resources; and (ii) directly link management compensation to the
Company's financial performance and shareholder value appreciation. In all its
executive compensation determinations, the Committee considered the nature of
the financial and operational challenges and opportunities facing the Company.

EXECUTIVE COMPENSATION PROGRAM -- OVERVIEW AND ACTIONS

During 1999, the executive compensation program for the named officers was
comprised of two principal elements: annual cash compensation (consisting of
base salaries and annual incentives) and long-term incentives (consisting of
two-year cash awards and stock options). These plans were each designed to
further the shareholders' interests by facilitating the employment of talented
executives and motivating them to achieve superior levels of performance. An
overview of each of these elements and the specific actions taken is provided
below.

ANNUAL CASH COMPENSATION

Annual cash compensation for the named officers consists of base salary and
an annual at-risk incentive.

In December of 1998, the Committee set base salary levels and annual
incentive targets for the named officers for the period through December 31,
1999. In making its determinations at that time, the Committee assessed the
Company's business results, individual performance and increases in
responsibility of the named officers since pay was last set in 1996. It also
examined pay data provided by an independent executive compensation consultant
for similar or related positions in a 28-company sample of consumer packaged
goods companies and 46 other companies and reviewed such data with the
consultant.

The Committee considered these companies to be relevant competitive frames
of reference for the period commencing January 1, 1999 and ending December 31,
1999 as their pay reflected compensation levels for the labor market within
which the Company competed for executive talent. The Committee is aware that
this comparison group differs from that used for relative shareholder return
comparison purposes in this proxy statement's performance graph. The Committee
believes that the performance graph peer group does not reflect the labor market
within which the Company competed for executive resources.

The annual incentive links the award of each named officer to performance
measures most appropriate to his responsibilities. To focus efforts on overall
Company objectives, their awards were tied to corporate performance, as defined
by revenue, operating income and net income, employee satisfaction, and their
contributions toward the Company's achievements in 1999 including the (i)
continued improvement in product quality and client satisfaction levels; (ii)
successful integration and growth of acquired businesses; (iii) the
implementation of several global initiatives intended to expand and improve
existing products and services and ensure consistency and excellence of the
Company brand throughout all operating regions; and (iv) expansion of our market
research business into advertising and audience measurement on the Internet.

LONG-TERM INCENTIVE COMPENSATION

The Company provided the named officers and other executives with
incentives linked to longer-term corporate performance through the 1999-2000
incentive described below and through equity-based incentives. The combination
of these two key elements is intended to enable the named officers to benefit
accordingly
B-6
<PAGE> 22

when meaningful shareholder wealth is created, and directly link a significant
portion of total and at-risk compensation to the Company's long-term stock
performance.

1999-2000 INCENTIVE

The Company's 1999-2000 incentive program reinforces the shared imperatives
of its executives by linking rewards to the Company's consolidated results and
focuses the named officers on enhancing longer-term shareholder value.
Incentives are tied to the Company's achievement, over a two-year period, of its
earnings per share and return on investment targets as well as to the Company's
share price. The Committee approved the adoption of this program, specific
incentive targets for the named officers and performance objectives for the
1999-2000 performance period in December 1998.

STOCK OPTIONS

The Company's equity-based incentive plan provides the named officers with
stock option-based incentives and is designed to provide periodic grants of
options to acquire Common Stock.

In connection with the Spin-Off, grants of new stock options were made to
the named officers in 1996. These grants anticipated no additional stock option
grants to the named officers prior to November 1999. In December 1999, the
Committee granted stock options to the named officers as set forth in the option
grant table in this proxy statement. In general, these grants will vest 50% on
the second anniversary of the grant and 25% on each of the third and fourth
anniversaries. A portion of the options, however, will become exercisable in
accordance with this vesting schedule only if the average of the high and low
prices of the Common Stock attains $32.75 (a 40% increase over the grant price)
for each of five consecutive trading days. If this price is not achieved, these
options will vest 9 1/2 years after their grant.

The option grants were designed to maximize the incentive to increase the
value of the Company to its shareholders and recognized that the executive
compensation program anticipates no additional stock option grants to the named
officers prior to December 2001.

COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

In November 1996, the Committee set the base salary and annual incentive
target for the Company's Chairman and Chief Executive Officer, Nicholas L.
Trivisonno. In accordance with the compensation program implemented at the time,
no adjustments were made to Mr. Trivisonno's base salary or annual incentive
target through December 31, 1998. As indicated above, the Committee, after
considering a number of factors, set a new base salary level and annual
incentive target for the 1999 calendar year.

The Committee awarded Mr. Trivisonno an annual incentive of $950,000 for
1999 based on its assessment of the Company's financial performance as having
substantially met its revenue, operating income and employee satisfaction
performance targets and exceeded its net income target. As indicated above, a
number of other factors were considered by the Committee in granting the annual
incentive and Mr. Trivisonno made significant contributions towards the
Company's achievements with the respect to each of the factors described.

$1 MILLION DEDUCTION LIMIT

Section 162(m) of the Internal Revenue Code (the "Code") limits
deductibility of certain compensation for the Chief Executive Officer and the
additional four executive officers who are highest paid and employed at year-end
to $1 million per year per executive. The $1 million limit on deductibility does
not apply to compensation that meets the requirements for qualified
performance-based compensation as further described under the Code.

The 1996 ACNielsen Corporation Senior Executive Incentive Plan (the "Senior
Executive Incentive Plan") and the 1996 ACNielsen Corporation Key Employees'
Stock Incentive Plan (the "Key Employees' Stock Incentive Plan"), approved by
shareholders at the 1997 annual meeting, enable the Company to meet the
conditions to allow compensation under those plans to qualify for tax
deductibility under the Code.
B-7
<PAGE> 23

IN CONCLUSION

The Committee believes the executive compensation program described above,
through the Committee's administration of the elements of the program, will
continue to facilitate the Company's ability to retain, motivate and attract the
executive resources required to maximize shareholder returns. The emphasis on
variable pay and the direct link to both short- and long-term results, as well
as financial and stock performance, links pay to critical measures of Company
performance.

THE COMPENSATION COMMITTEE

Robert N. Thurston, Chairman
Robert H. Beeby
Donald W. Griffin
Thomas C. Hays
Brian B. Pemberton

B-8
<PAGE> 24

This graph compares the cumulative total return to shareholders of Common
Stock to the cumulative total return of the Standard & Poor's 500 Index,
Standard & Poor's 400 Index and a peer group. Since there is no widely
recognized standard industry group or index comprising the Company and peer
companies, the BusinessWeek magazine Other Services group of companies has been
used as the peer group. This is an independently compiled company grouping that
includes the Company and 25 other companies. As the Company only commenced
regular way trading on the New York Stock Exchange on November 4, 1996, the
period covered by the graph begins on that date and ends on December 31, 1999.

COMPARISON OF CUMULATIVE TOTAL RETURN
ACNIELSEN, S&P 500, S&P 400 & BUSINESS WEEK OTHER SERVICES GROUP
[GRAPHIC]

<TABLE>
<CAPTION>
ACNIELSEN S&P 500 S&P 400 BW GROUP
--------- ------- ------- --------
<S> <C> <C> <C> <C>
11/4/96 100.00 100.00 100.00 100.00
12/31/96 97.57 105.19 105.64 97.90
12/31/97 156.00 140.27 139.70 128.85
12/31/98 180.80 180.36 166.37 125.26
12/31/99 164.00 218.31 190.82 134.45
</TABLE>

THE PEER GROUP IS MADE UP OF COMPANIES IN THE BUSINESS WEEK MAGAZINE OTHER
SERVICES GROUP AS PUBLISHED ON DECEMBER 27, 1999. HOWEVER, THE PEER GROUP RETURN
FIGURES SHOWN IN THE GRAPH EXCLUDE ACNIELSEN AND ONE COMPANY THAT BEGAN TRADING
PUBLICLY DURING 1999. THE GRAPH INCLUDES THE FOLLOWING COMPANIES: ABM INDUSTRIES
INC., ADMINISTAFF, INC. (INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING
PUBLICLY DURING 1997), AUTONATION INC., BURNS INTERNATIONAL SERVICES, CARMAX
GROUP (INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING
1997), CDI CORPORATION, CENDANT CORPORATION, CINTAS CORPORATION, CONVERGYS
CORPORATION (INCLUDED IN 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING 1998),
GROUP 1 AUTOMOTIVE INC. (INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING
PUBLICLY DURING 1997), INTERIM SERVICES INC., KELLY SERVICES INC., MAGELLAN
HEALTH SERVICES, MANPOWER INC., MODIS PROFESSIONAL SERVICES, OLSTEN CORPORATION,
PITTSTON BRINK'S GROUP, ROBERT HALF INTERNATIONAL INC., SERVICE CORP.
INTERNATIONAL, SERVICEMASTER COMPANY, SONIC AUTOMOTIVE INC. (INCLUDED IN 1998
AND 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING 1997), STAFFLEASING, INC.
(INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING 1997)
UNITED AUTO GROUP, INC. AND WACKENHUT CORPORATION. IN ACCORDANCE WITH SEC
REQUIREMENTS, THE RETURN FOR EACH ISSUER IN THE PEER GROUP HAS BEEN WEIGHTED
ACCORDING TO ITS STOCK MARKET CAPITALIZATION AT THE BEGINNING OF EACH PERIOD FOR
WHICH A RETURN IS INDICATED.

B-9