UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ACNIELSEN
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
004833109
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
<PAGE>
CUSIP NO. 004833109
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
None
6.
SHARED VOTING POWER
1,060,112
7.
SOLE DISPOSITIVE POWER
1,060,112
8.
SHARED DISPOSITIVE POWER
None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,112
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.83%
12.
TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP NO. 004833109
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
None
6.
SHARED VOTING POWER
1,060,112
7.
SOLE DISPOSITIVE POWER
1,060,112
8.
SHARED DISPOSITIVE POWER
None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,112
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.83%
12.
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
Item 1(a)Name of Issuer:
ACNIELSEN
1(b) Address of Issuer's Principal Executive Offices:
177 BROAD STREET
STAMFORD, CT 06901
Item 2(a) Name of Person Filing:
Harris Associates L.P. ("Harris")
Harris Associates Inc. ("General Partner")
2(b) Address of Principal Business Office or, if none,
Residence:
Both Harris and the General Partner maintain
their principal offices at:
Two North LaSalle Street, Suite 500
Chicago, IL 60602-3790
2(c) Citizenship:
Harris is a Delaware limited partnership.
The General Partner is a Delaware
corporation.
2(d) Title of Class of Securities:
Common Stock, $0.01 Par Value (the "Shares")
2(e) CUSIP Number:
004833109
Item 3 If this statement if filed pursuant to Rules 13d-1(b),
or 13d-2(b):
Not applicable.
Item 4 Ownership (at December 31, 2000):
4(a) By reason of advisory and other relationships with the
person who owns the Shares, Harris may be deemed to be
the beneficial owner of the following shares:
1,060,112 shares
4(b) Percent of Class:
1.83%
<PAGE>
<PAGE>
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
None
(ii) shared power to vote or to direct the vote:
1,060,112
(iii) sole power to dispose or to direct the
disposition of:
1,060,112
(iv) shared power to dispose or to direct the
disposition of:
None
Harris has been granted the power to vote Shares in circumstances
it determines to be appropriate in connection with assisting its
advised clients to whom it renders financial advise in the
ordinary course of business, by either providing information or
advice to the persons having such power, or by exercising the
power to vote.
In addition, Harris serves as investment adviser to the Harris
Associates Investment Trust (the "Trust"), and various of Harris'
officers and directors are also officers and trustees of the
Trust. Harris does not consider that the Trust is controlled by
such persons. The Trust, through its various series, does not own
any shares.
Item 5 Ownership of Five Percent or Less of a Class:
As of December 31, 2000, Harris ceased to be a
beneficial owner of more than 5% of any class of shares.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the
Group:
Not Applicable.
<PAGE>
<PAGE>
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
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.
Dated: January 9, 2001
Harris Associates, Inc., for itself and, as
general partner of Harris Associates L.P.
By:/s/Anita M. Nagler
Anita M. Nagler
Chief Operating Officer
<PAGE>
<PAGE>
HARRIS ASSOCIATES L.P.
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
January 9, 2001
Via EDGAR System
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: Filing Desk, Stop 1-4
Re: Amendment No. 5 to Schedule 13G
for ACNIELSEN
Dear Sir or Madam:
On behalf of Harris Associates L.P. ("Harris") and Harris
Associates, Inc., Harris' sole general partner, and pursuant to
Regulation 13D-G of the Regulations adopted under the Securities
Exchange Act of 1934, attached hereto for filing is one copy of
Amendment No. 5 to Schedule 13G for ACNIELSEN.
A copy of this Amendment has been forwarded to the principal
executive offices of ACNIELSEN.
Very truly yours,
/s/ SUSAN L. KEHOE
Susan L. Kehoe
Legal Assistant
Attachment
