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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2001
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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
(AMENDMENT NO. 1)
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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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This Amendment No. 1 (the "Amendment") amends and supplements the Schedule
14D-9 filed with the Securities and Exchange Commission on December 22, 2000
(the "14D-9"), 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:
The waiting period with respect to Offer under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") expired at 11:59 p.m. on
January 2, 2001. Accordingly, the condition to the Offer requiring the
expiration or termination of the waiting period under the HSR Act has been
satisfied.
Parent has also notified the European Commission of the transaction
pursuant to the European Union Council Regulation (EEC) No. 4064/89 of 21
December 1989, as amended by the European Council Regulation (EC) No. 1310/97 of
30 June 1997 (the "EMCR"). In the absence of a finding by the European
Commission that the transaction raises serious doubts as to its compatibility
with the European Common Market the European Commission will issue, or will be
deemed to have issued, a decision declaring the transaction to be compatible
with the European Common Market by February 12, 2001, pursuant to article
6(1)(b) of the EMCR.
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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>
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+ 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
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Name: Earl H. Doppelt
Title: Executive Vice President and
General Counsel
Dated: January 16, 2001
