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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-C
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ACNIELSEN CORPORATION
(Name of Subject Company)
ARTIST ACQUISITION, INC.
VNU N.V.
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
004833109
(CUSIP Number of Class of Securities)
TH.C.M. VAN KAMPEN, ESQ. JAMES ROSS, ESQ.
VNU N.V. VNU USA, INC.
P.O. BOX 1 770 BROADWAY
200 MA HAARLEM NEW YORK, NEW YORK 10003
THE NETHERLANDS (646) 654-5000
(011) 31-23-546-3463
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copies to:
JOHN MADDEN, ESQ.
CLARE O'BRIEN, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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<S> <C>
NOT APPLICABLE NOT APPLICABLE
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
------------ -------------
Form or Registration No.: Date Filed:
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<S> <C>
99.1 Press Release issued by VNU N.V. on December 18, 2000.
99.2 Presentation by VNU N.V. to analysts and
investors on December 18, 2000.
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