As filed with the Commission on January 16, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
------------------------
ACNIELSEN CORPORATION
(Name of Subject Company)
------------------------
ARTIST ACQUISITION, INC.
VNU N.V.
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
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Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
(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, 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**
--------------------------------------------------------------------------------
$2,334,104,773.35 $466,820.95
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* Estimated for purposes of calculating the amount of the filing fee only. The
fee was calculated by multiplying $36.75, the per share tender offer price,
by the 57,830,966 currently outstanding shares of Common Stock sought in the
Offer, which gives an aggregate consideration of $2,125,288,000.50 (the
"Common Stock Consideration"). The Common Stock Consideration was then added
to the product of $16.11, the per share consideration for the options (after
deduction of the option exercise price of $20.64), and 12,961,935, the
number of options that will be vested as of December 22, 2000, to arrive at
a total transaction value of $2,334,104,773.75.
** Calculated as 1/50 of 1% of the transaction value.
[X] 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amount Previously Paid: $466,820.95 Filing Party: VNU N.V., Artist Acquisition, Inc.
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Form or Registration No.: Schedule TO Date Filed: December 22, 2000
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</TABLE>
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 13c-4
[ ] going-private transaction subject to Rule13e-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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<PAGE>
This Amendment No. 1 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on December 22, 2000 (the "Schedule TO"), 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"). The
Schedule TO relates to the offer by Purchaser to purchase all outstanding shares
of common stock, par value $.01 per share (the "Shares"), of ACNielsen
Corporation, a Delaware corporation (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 in the related Letter of Transmittal, copies of which
are filed as Exhibits (a)(1)(i) and (ii) to the Schedule TO (which, together
with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Offer to Purchase
or in the Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by
the following:
The waiting period with respect to Offer by Purchaser 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 with respect to the
Offer pursuant to the European Union Merger Control Regulation. In the absence
of closer examination by the European Commission of the proposed transactions,
the European Commission will issue, or will be deemed to have issued, a decision
declaring the proposed transactions compatible with the European common market
by February 12, 2001.
<PAGE>
After due 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.
Dated: January 16, 2001
ARTIST ACQUISITION, INC.
By /s/ James Ross
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Name: James Ross
Title: General Counsel
After due 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.
Dated: January 16, 2001
VNU N.V.
By /s/ Frans J.G.M. Cremers
----------------------------------
Name: Frans J.G.M. Cremers
Title: Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No.
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(a)(1)(i) Offer to Purchase dated December 22, 2000.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.*
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(vii) Summary Advertisement as published in The Wall Street Journal
on December 22, 2000.*
(a)(5)(i) Press Release issued by Parent on December 18, 2000
(incorporated by reference to exhibit 99.1 of the Schedule TO-C
filed by Parent on December 18, 2000).
(a)(5)(ii) Presentation by Parent to analysts and investors on December
18, 2000, (incorporated by reference to exhibit 99.2 of the
Schedule TO-C filed by Parent on December 18, 2000).
(b) Revolving Credit Facility Agreement, dated December 17, 2000,
between Merrill Lynch International and Parent.*
(d)(i) Agreement and Plan of Merger, dated as of December 17, 2000,
among Parent, Purchaser and the Company.*
(d)(ii) Letter Agreement, dated December 17, 2000, between ACNielsen
Corporation and Earl Doppelt.*
(d)(iii) Letter Agreement, dated December 17, 2000, between ACNielsen
Corporation and Michael Connors.*
(d)(iv) Letter Agreement, dated December 17, 2000, between ACNielsen
Corporation and Robert Chrenc.*
(d)(v) Letter Agreement, dated December 17, 2000, between ACNielsen
Corporation and Nicholas Trivisonno.*
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* Incorporated by reference to Parent's Schedule TO, filed December 22, 2000.
