SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the Transition Period From to .
Commission file number 001-12277.
ACNielsen Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-1454128
(State of incorporation) (I.R.S. Employer Identification No.)
177 Broad Street, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 961-3000.
The undersigned registrant hereby amends its Annual Report on Form 10-K, for
the year ended December 31, 1996 by amending the Index to Exhibits to add
new exhibit 99 as described below and by filing such new exhibit:
Exhibit 99 - Form 11-K Annual Report for the fiscal year ended December 31,
1996 of the ACNielsen Corporation Savings Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACNielsen Corporation
(Registrant)
By: Robert J. Chrenc___________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Date June 25, 1997
INDEX TO EXHIBITS
Exhibit Number
Regulation S-K Description
3 Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation of the Company dated October
7, 1996 (filed as Exhibit 3.1 to the Company's Registration
Statement on Form 10, File No. 001-12277 (the "Form 10") and
incorporated herein by reference).
(b) Amended and Restated By-laws of the Company (filed as Exhibit 3.2
to the Form 10 and incorporated herein by reference).
4 Instruments Defining the Rights of Security Holders, Including
Indentures.
ACNielsen Corporation $125,000,000 Credit Agreement dated as of
December 19, 1996. *
10 Material Contracts. (All of the following documents, except for items (a)
through (f), are management contracts or compensatory plans or
arrangements required to be filed pursuant to Item 14(c).)
(a) Distribution Agreement dated as of October 28, 1996 among The
Dun & Bradstreet Corporation, Cognizant Corporation and
ACNielsen Corporation. *
(b) Tax Allocation Agreement dated as of October 28, 1996 among The
Dun & Bradstreet Corporation, Cognizant Corporation and
ACNielsen Corporation. *
(c) Employee Benefits Agreement dated as of October 28, 1996 among
The Dun & Bradstreet Corporation, Cognizant Corporation and
ACNielsen Corporation. *
(d) Intellectual Property Agreement dated as of October 28, 1996 among
The Dun & Bradstreet Corporation, Cognizant Corporation and
ACNielsen Corporation. *
(e) TAM Master Agreement dated as of October 28, 1996 between
Cognizant Corporation and ACNielsen Corporation. *
(f) Indemnity and Joint Defense Agreement dated as of October 28,
1996 among The Dun & Bradstreet Corporation, Cognizant
Corporation and ACNielsen Corporation. *
(g) 1996 ACNielsen Corporation Non-Employee Directors' Stock
Incentive Plan. *#
(h) 1996 ACNielsen Corporation Non-Employee Directors' Deferred
Compensation Plan. *#
(i) 1996 ACNielsen Corporation Key Employees' Stock Incentive Plan. *#
(j) 1996 ACNielsen Corporation Replacement Plan for Certain
Employees Holding The Dun & Bradstreet Corporation Equity-
Based Awards. *#
Exhibit Number
Regulation S-K Description
(k) 1996 ACNielsen Corporation Senior Executive Incentive Plan. *#
(l) 1996 ACNielsen Corporation Management Incentive Bonus Plan. *#
(m) ACNielsen Corporation Supplemental Executive Retirement Plan. *#
(n) ACNielsen Corporation Retirement Benefit Excess Plan. *#
(o) ACNielsen Corporation Executive Transition Plan. *#
(p) Form of Change-in-Control Agreements. *#
(q) Form of Option Agreement. *#
(r) Form of LSAR Agreement. *#
(s) Form of Directors' Restricted Stock Agreement. *#
11 Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a Fully
Diluted Basis *
13 Annual Report to Security Holders.
1996 Annual Report *
21 Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1997 *
23 Consents of Experts and Counsel.
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Coopers & Lybrand L.L.P. *
27 Financial Data Schedule. *
99 Additional Exhibit.
Form 11-K Annual Report for the fiscal year ended
December 31, 1996 of the ACNielsen Corporation
Savings Plan. Exhibit 99
* Filed with Form 10-K on March 26, 1997; not included with this amendment.
# This exhibit constitutes a management contract, compensatory plan, or
arrangement.
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number 001-12277
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ACNielsen Corporation Savings Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ACNielsen Corporation, 177 Broad Street, Stamford, CT 06901.
REQUIRED INFORMATION
The required financial statements are attached to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the ACNielsen Corporation Savings Plan have duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ACNIELSEN CORPORATION SAVINGS PLAN
(Name of Plan)
BY: _____Robert J. Chrenc___________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Date: June 25, 1997
1
ACNIELSEN CORPORATION SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Pages F-
Report of Independent Public Accountants 2
Statement of Net Assets Available for Plan Benefits
with Fund Information as of December 31, 1996 3
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information for the Period from Inception (November 1, 1996)
through December 31, 1996 4
Notes to Financial Statements 5-11
Schedule of Assets Held for Investment Purposes as of
December 31, 1996 12
Consent of Independent Public Accountants 13
F-1
_________________
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of ACNielsen Corporation:
We have audited the accompanying statement of net assets available for plan
benefits with fund information of the ACNielsen Corporation Savings Plan (the
"Plan") as of December 31, 1996, and the related statement of changes in net
assets available for plan benefits with fund information for the period from
inception (November 1, 1996) through December 31, 1996. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1996, and the changes in its net assets available for
plan benefits for the period from inception (November 1, 1996) through
December 31, 1996, in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The fund information in the statement of net assets available for plan
benefits as of December 31, 1996 and the statement of changes in net assets
available for plan benefits for the period from inception (November 1, 1996)
through December 31, 1996 is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes
in net assets available for plan benefits of each fund. The supplemental
schedule and the fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Arthur Andersen LLP
Stamford, Connecticut,
June 9, 1997
F-2
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
As of December 31, 1996
Long
ACNielsen Special Term
Equity Common Fixed Bond
Index Stock Income Index Legacy Loan
Fund Fund Fund Fund Fund Account Total
ASSETS
Investments:
Cash equivalents $46,063 $12,155 $290,997 $19,868 $75,563 $9 $444,655
Common stock 0 155,184 0 0 4,588,343 0 4,743,527
Insurance contracts 0 0 16,379,237 0 0 0 16,379,237
Collective funds 22,530,120 0 297,146 2,740,295 0 0 25,567,561
Loans to participants 0 0 0 0 0 55,700 55,700
Total investm 22,576,183 167,339 16,967,380 2,760,163 4,663,906 55,709 47,190,680
Contributions receivable
from participants 13,212 1,247 2,539 623 0 0 17,621
Transfer receivable from D&B
Profit Participation Plan 2,497,905 0 334,344 297,314 7,980 1,457,064 4,594,607
Interfund receivable (payab 17,621 163,709 (113,375) (30,667) (37,288) 0 0
Loan payments receivable 47,589 13,311 36,554 6,777 0 (104,231) 0
Total assets 25,152,510 345,606 17,227,442 3,034,210 4,634,598 1,408,542 51,802,908
Net assets available for plan
benefits $25,152,510 $345,606 $17,227,442 $3,034,210 $4,634,598 $1,408,542 $51,802,908
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
F-3
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
For The Period From Inception (November 1, 1996) Through December 31, 1996
Long
ACNielsen Special Term
Equity Common Fixed Bond
Index Stock Income Index Legacy Loan
Fund Fund Fund Fund Fund Account Total
Investment income:
Interest $260 $125 $88,333 $44 $140 $9 $88,911
Realized gains 6,221 0 0 0 0 0 6,221
Unrealized appr/(depr) 1,268,621 (3,776) 0 22,094 213,339 0 1,500,278
Total income 1,275,102 (3,651) 88,333 22,138 213,479 9 1,595,410
Contributions received
from participants 627,367 128,464 264,695 66,624 0 0 1,087,150
Distributions to participants (1,663) (31) (1,072) (253) (259) 0 (3,278)
Loans to participants (27,372) (123) (24,190) (783) (3,232) 55,700 0
Participant loan repayments 47,589 13,311 36,554 6,777 0 (104,231) 0
Transfer from D&B Profit
Participation Plan 23,411,356 0 16,842,506 2,950,802 4,461,898 1,457,064 49,123,626
Interfund transfers (179,869) 207,636 20,616 (11,095) (37,288) 0 0
Net increase for the period 25,152,510 345,606 17,227,442 3,034,210 4,634,598 1,408,542 51,802,908
Net assets available for plan benefits
as of November 1, 1996 0 0 0 0 0 0 0
Net assets available for plan benefits
as of December 31, 1996 $25,152,510 $345,606 $17,227,442 $3,034,210 $4,634,598 $1,408,542 $51,802,908
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
F-4
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description
ACNielsen Corporation ("ACNielsen" or the "Company") began operating as
an independent, publicly-held company on November 1, 1996 (the "Distribution
Date") as a result of the distribution on that date by The Dun & Bradstreet
Corporation ("D&B") of the Company's $.01 par value Common Stock. As
part of a reorganization of its businesses, D&B also distributed all of the
outstanding common stock of Cognizant Corporation ("Cognizant") on the
Distribution Date.
The ACNielsen Corporation Savings Plan (the "Plan") was adopted, effective
November 1, 1996, for all U.S. employees of ACNielsen. In December 1996
and January 1997, assets from the Profit Participation Plan of The Dun &
Bradstreet Corporation held in the accounts of ACNielsen employees were
transferred to the Plan to the extent those employees so elected. The assets
transferred in December 1996 are presented in the financial statements at their
November 1, 1996 market value. Any unrealized appreciation/(depreciation)
from November 1, 1996 to December 31, 1996 is included in investment
income. The assets transferred in January 1997 are accrued in the financial
statements at their December 31, 1996 market value.
The following summary of major Plan provisions in effect for the Plan year is
provided for general information purposes only. Participants should refer to
the Plan document for more complete information.
General
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
All U.S. employees except leased employees and employees whose terms and
conditions of employment are the subject of a collective bargaining agreement
become eligible to participate in the Plan on their employment commencement
date.
Contributions
Participants contribute to the Plan by authorizing payroll deductions of a
stated whole percentage subject to a maximum of 16% of the participant's
covered compensation as defined in the Plan.
A participant's contributions under the Plan may be made in the form of
contributions from after-tax earnings and/or contributions from before-tax
earnings, which have the effect of reducing current taxable earnings for
federal income tax purposes. A participant's aggregate before- and after-tax
contributions may not exceed 16% of the participant's covered compensation,
subject to an overall limit on contributions imposed by the Internal Revenue
Code. For 1996, the Internal Revenue Code limit on before-tax contributions
was $9,500.
F-5
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 1. Plan Description (Cont.)
To comply with certain provisions of the Internal Revenue Code, the Plan limits
maximum covered compensation as defined by the Secretary of the Treasury.
The maximum covered compensation for purposes of determining a
participant's contributions under the Plan for 1996 was $150,000.
Participant Accounts
Each participant's account is credited with the participant's contribution and
an allocation of plan earnings. The allocations are based on participant
account balances as defined.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct his or her contributions
in 10% increments in any of four investment options, with no more than 50%
invested in the ACNielsen Common Stock Fund. No additional amounts may
be contributed to the Legacy Fund.
Equity Index Fund - The Equity Index Fund is invested in the common
stock of all or a significant portion of the companies included in the
Standard & Poor's 500 Stock Index and approved short-term instruments to
provide for liquidity. The objective of the fund is to obtain a total rate of
return (dividends plus market gains or losses) similar to that of the Standard
& Poor's 500 Stock Index, although there can be no assurance that this
objective will be achieved. The Equity Index Fund is managed by BZW
Barclays Global Investors which has exclusive responsibility for investment
management of the fund.
ACNielsen Common Stock Fund - The ACNielsen Common Stock Fund is
invested in the common stock of ACNielsen Corporation and approved
short-term instruments to provide for liquidity. Bankers Trust, the Plan's
trustee, purchases ACNielsen common stock for this fund in the open
market in accordance with a nondiscretionary purchasing program. The
trustee may also purchase or accept authorized but as yet unissued shares of
ACNielsen common stock, or shares held as treasury shares, from
ACNielsen.
Special Fixed Income Fund - The Special Fixed Income Fund is comprised
of Fidelity's Managed Income Portfolio and individual investment contracts
(ICs) with one or more insurance companies previously selected by D&B.
The objective of the Special Fixed Income Fund is to provide a competitive
level of income over time while preserving the
F-6
PAGE>
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 1. Plan Description (Cont.)
value of the investment. As the existing ICs mature, the funds will be
invested with Fidelity's Managed Income Portfolio. The Managed Income
Portfolio purchases investment contracts offered by major insurance
companies and other approved short-term instruments to provide for
liquidity. Some investment contracts are purchased along with fixed
income securities or units of bond funds which invest in such securities.
New contributions and transfers to the Special Fixed Income Fund are
invested in the Managed Income Portfolio which is managed by Fidelity
Management Trust Company.
Long Term Bond Index Fund - The Long Term Bond Index Fund is
invested in fixed income securities, including, but not limited to, U.S.
government and agency securities, mortgage-backed securities issued by
agencies of the U.S. government, investment grade corporate securities and
other short-term investments to provide for liquidity. The objective of the
fund is to obtain a total rate of return (interest plus market gains and
losses) similar to that of the Lehman Brothers Aggregate Bond Index, although
there can be no assurance that this objective will be achieved. The Long
Term Bond Index Fund is managed by BZW Barclays Global Investors.
The Long Term Bond Index Fund assets are managed as part of the BZW
Barclays U.S. Debt Index Fund, a collective trust fund which has the
objective of replicating the performance of the Lehman Brothers Aggregate
Bond Index.
Legacy Fund - The Legacy Fund replaced the Dun & Bradstreet Common
Stock Fund in the Profit Participation Plan of The Dun & Bradstreet
Corporation and is available only to former participants in that plan. At the
time of the D&B reorganization, the Dun & Bradstreet Common Stock
Fund became a fund consisting of shares of ACNielsen, Cognizant and
D&B. Participants may not make additional contributions or transfers to
this fund.
Participants are able to reallocate their entire account balances in multiples
of 10% among the funds on a monthly basis subject to the 50% limit on
investments in the ACNielsen Common Stock Fund. Participants may not elect
transfers into the Legacy Fund.
Loans
Participants may obtain loans from the Plan, which are secured by the balance
in their accounts. Loan transactions are recorded as transfers to/(from) the
investment funds and from/(to) the loan account. Principal and interest are
repaid through payroll deductions. The Plan limits the total number and amount
of loans outstanding at any time for each participant. The interest rate
charged on a loan for its duration is the prime rate plus two percentage
points. Interest rates for participant loans ranged from 8.00% to 12.50% and
terms ranged from 12 months to 117 months as of December 31, 1996.
F-7
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 1. Plan Description (Cont.)
Payment of Benefits
Upon termination of service with the Company, participants become eligible for
a lump sum distribution of their account balance. Retired and terminated
participants who have an account balance in excess of $3,500 may elect a
deferred distribution. Retired participants may also elect payment in the form
of up to 20 annual installments.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make significant estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value except for the insurance
contracts which are stated at contract value. Contract value represents
principal plus accrued interest for each contract, which approximates fair
value. Investments in common stock are valued based upon quoted market prices.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis.
Contributions
Contributions by participants are recorded in the period payroll deductions are
made.
Distributions
Distributions are recorded when paid.
F-8
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Summary of Significant Accounting Policies (Cont.)
Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, collective funds, and other investment
securities. Such investments are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with such
investments and the level of uncertainty related to changes in the value of
such investments, it is at least reasonably possible that changes in risks or
investment values in the near term could materially affect a participant's
account balance and the amounts reported in the statement of net assets
available for plan benefits with fund information and the statement of changes
in net assets available for plan benefits with fund information.
Plan Expenses
Transaction and investment manager fees relating to investments in the
ACNielsen Common Stock Fund, Legacy Fund, Equity Index Fund, Special
Fixed Income Fund and Long Term Bond Index Fund are paid by the Plan.
Trustee fees and other expenses of administering the Plan are borne by the
Company.
Note 3. Related Party Transactions
Certain Plan investments are shares of a short term investment fund managed
by Bankers Trust. Bankers Trust was the trustee as of December 31, 1996 as
defined by the Plan and, therefore, these transactions qualify as party-in-
interest transactions.
Note 4. Plan Termination
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of ERISA and the Internal
Revenue Code which state that, in such event, all participants of the Plan
shall be fully vested in the amounts credited to their accounts.
Note 5. Reconciliation of Financial Statements to Form 5500
As of December 31, 1996, the Plan had $56,976 of pending distributions to
participants who elected to withdraw from the Plan. These amounts are
recorded as a liability in the Plan's Form 5500; however, in accordance with
generally accepted accounting principles, these amounts are not recorded as a
liability in the accompanying financial statements.
F-9
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Reconciliation of Financial Statements to Form 5500 (Cont.)
The following is a reconciliation of the net assets available for plan benefits
according to the financial statements to Form 5500:
1996
Net assets available for plan benefits per the financial statements $51,802,908
Amounts allocated to withdrawing participants as of 12/31/96 (56,976)
Net assets available for plan benefits per Form 5500 $51,745,932
The following is a reconciliation of plan benefits paid to participants
according to the financial statements to Form 5500:
1996
Plan benefits paid to participants per the financial statements $ 3,278
Amounts allocated to withdrawing participants as of 12/31/96 56,976
Plan benefits paid to participants per Form 5500 $60,254
Amounts allocated to withdrawing participants are recorded on Form 5500 for
plan benefit claims that have been processed and approved for payment prior to
December 31, 1996 but not paid as of that date.
Note 6. Investment Income
For the year ended December 31, 1996, the Plan assets increased in value by
$1,595,410 which represented interest, realized gains and unrealized
appreciation/depreciation for the following investments:
Cash Equivalents $ 696
Common Stock 209,564
Insurance Contracts 86,697
Collective Funds 1,298,453
Total $1,595,410
Note 7. Insurance Contracts
The insurance contracts are held by John Hancock Mutual Life Insurance
Company, Metropolitan Life Insurance Company, New York Life Insurance
Company and Principal Mutual Life Insurance Company. There were 14
contracts with interest rates from 5.35% to 7.30% and maturities from March
1997 to October 2000 as of December 31, 1996. There are no reserves against
contract value for credit risk of the contract issuer or otherwise.
F-10
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 8. Significant Investments
For the year ended December 31, 1996, the Plan had the following investments
which represented more than five percent of the net assets available for plan
benefits:
Fund Market Value
Barclays Global Investors Equity Index Fund $22,381,899
Barclays Global Investors U.S. Debt Fund 2,675,813
Note 9. Tax Status
On May 27, 1997, the Company applied for a determination letter in which it
expects the Internal Revenue Service to state that the Plan is in compliance
with the requirements for a qualified plan under Section 401(a) of the Internal
Revenue Code and the trust is exempt from federal income taxes under the
provisions of Section 501(a) of the Code.
Note 10. Subsequent Events
Fidelity Management Trust Company replaced Bankers Trust Company as the
trustee of the Plan effective April 1, 1997. As a result of the assignment of
the new trustee and the establishment of a master trust between Fidelity
Management Trust Company, the ACNielsen Corporation Savings Plan and the
ACNielsen Corporation Employee Stock Ownership Plan, participants have
new investment options during 1997.
F-11
Schedule 1
ACNIELSEN CORPORATION
SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1996
EIN 06-1454128
PLAN #001
Description of Investment Maturity Date Interest Rate Cost Market/Contract
Common Stock:
ACNielsen Corporation $545,444 $532,393
Cognizant Corporation 2,337,458 2,448,765
Dun & Bradstreet Corporation 1,651,061 1,762,369
Total Common Stock 4,533,963 4,743,527
Insurance Contracts:
John Hancock GAC # 8773 1-Apr-97 6.12% 613,454 616,596
John Hancock GAC # 8774 1-Oct-97 5.79% 1,496,052 1,503,313
John Hancock GAC # 8775 1-Oct-98 5.98% 1,070,500 1,075,861
John Hancock GAC # 8776 3-Apr-00 6.22% 1,341,040 1,348,019
Metropolitan Life GAC # 24710 1-Apr-99 7.30% 1,826,306 1,837,408
Metropolitan Life GAC # 24712 2-Oct-00 6.15% 648,029 651,364
Metropolitan Life GAC # 24714 2-Oct-00 6.75% 1,539,789 1,548,465
New York Life GAC # 30644 1-Oct-99 7.19% 1,062,900 1,069,267
New York Life GAC # 30644-002 3-Apr-00 6.25% 995,123 1,000,326
Principal Mutual GAC # 4-26119-01 31-Mar-97 6.00% 402,288 404,309
Principal Mutual GAC # 4-26119-02 31-Mar-98 5.35% 1,807,492 1,815,613
Principal Mutual GAC # 4-26119-03 30-Sep-98 6.09% 959,337 964,228
Principal Mutual GAC # 4-26119-04 30-Sep-99 7.24% 1,030,443 1,036,657
Principal Mutual GAC # 4-26119-05 1-Oct-00 6.40% 1,499,787 1,507,811
Total Insurance Contracts 16,292,540 16,379,237
Collective Funds:
Barclays Global Investors Equity Index Fund 21,240,423 22,381,899
Barclays Global Investors Equity Index Fund E 148,039 148,221
Barclays Global Investors U.S. Debt Fund 2,655,715 2,675,813
Barclays Global Investors U.S. Debt Fund E 64,709 64,481
Fidelity Managed Income Portfolio 297,147 297,147
Total Collective Funds 24,406,033 25,567,561
Cash Equivalents:
* Banker's Trust Short Term Investment Fund 444,256 444,655
Total Cash Equivalents 444,256 444,655
#Loans To Participants - 55,700
Total Investments $45,676,792 $47,190,680
<FN>
*Denotes party in interest
#Interest rates of 8.00% to 12.50% and durations of 12 months to 117 months
The accompanying notes to financial statements are an integral part of this schedule.
</FN>
F-12
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into ACNielsen Corporation's previously
filed Registration Statement on Form S-8 (File No. 333-14085) and the related
Prospectus.
Arthur Andersen LLP
Stamford, Connecticut,
June 25, 1997
F-13