<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
------------------------
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. [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 2 (the "Amendment") amends and supplements the Schedule
14D-9 filed with the Securities and Exchange Commission on December 22, 2000
(the "14D-9"), as amended by Amendment No. 1 to the 14D-9 filed on January 16,
2001 by ACNielsen Corporation (the "Company"), relating to the tender offer by
Artist Acquisition, Inc. ("Purchaser"), a Delaware corporation and a wholly
owned subsidiary of VNU N.V. ("Parent") to purchase all outstanding shares of
common stock, par value $.01 per share (the "Shares"), of the Company, at a
purchase price of $36.75 per Share, net to the seller in cash, 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,
together with any supplements or amendments thereto, collectively constitute the
"Offer"). The Offer is described in a Tender Offer Statement on Schedule TO (as
amended or supplemented from time to time, the "Schedule TO"), filed by the
Purchaser with the Securities and Exchange Commission on December 22, 2000.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(b) of the 14D-9 is hereby amended and supplemented by the following:
Parent has received unconditional positive advice from its Central Works'
Council (the "Works Council") with respect to the bank facility and related
guarantee being entered into by Parent in connection with the financing of the
Offer. Accordingly, the condition of the Offer requiring positive advice of the
Works' Council has been satisfied.
<PAGE> 3
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.
* Previously filed.
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: January 18, 2001
