SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-12277
ACNIELSEN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 06-1454128
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(State of Incorporation) (I.R.S. Employer Identification No.)
177 Broad Street, Stamford, CT 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 961-3000
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Shares Outstanding
Title of Class at July 31, 1997
Common Stock,
par value $.01 per share 57,184,580
ACNIELSEN CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended June 30, 1997 and 1996 3
Condensed Consolidated Statements of Operations (Unaudited)
Six Months Ended June 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 1997 and 1996 5
Condensed Consolidated Balance Sheets
June 30, 1997 (Unaudited) and December 31, 1996 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
-2-
PART I. FINANCIAL INFORMATION
Item I. FINANCIAL STATEMENTS
ACNIELSEN CORPORATION
Condensed Consolidated Statements Of Operations (Unaudited)
(Amounts in thousands except per share amounts)
Three Months Ended
June 30,
-------------------------------------------------
1997 1996
------------------------ ---------------------
Operating Revenue $356,325 $336,948
Operating Costs 192,062 176,315
Selling and Administrative Expenses 122,548 126,816
Depreciation and Amortization 23,058 22,788
----------------- ----------------
Operating Income 18,657 11,029
Interest Income 1,021 1,586
Interest Expense (384) (1,338)
Other Expense - Net (315) (1,262)
------------------ -----------------
Non-Operating Income (Expense) - Net 322 (1,014)
Income Before Income Tax Provision 18,979 10,015
Income Tax Provision 8,730 8,309
----------------- ----------------
Net Income $10,249 $1,706
================= ================
Net Income Per Share of Common Stock $0.18 $0.03
================= ================
Average Number of Shares Outstanding 57,035 56,686
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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ACNIELSEN CORPORATION
Condensed Consolidated Statements Of Operations (Unaudited)
(Amounts in thousands except per share amounts)
Six Months Ended
June 30,
-------------------------------------------------
1997 1996
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Operating Revenue $681,099 $644,240
Operating Costs 382,458 355,585
Selling and Administrative Expenses 242,255 249,088
Depreciation and Amortization 46,907 47,288
---------------- ----------------
Operating Income (Loss) 9,479 (7,721)
Interest Income 3,052 3,282
Interest Expense (1,685) (2,651)
Other Income (Expense) - Net 511 (446)
---------------- ----------------
Non-Operating Income - Net 1,878 185
Income (Loss) Before Income Tax Provision 11,357 (7,536)
Income Tax Provision 5,224 9,948
---------------- ----------------
Net Income (Loss) $6,133 $(17,484)
================ ================
Net Income (Loss) Per Share of Common Stock $0.11 $(0.31)
================ ================
Average Number of Shares Outstanding 56,977 56,603
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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ACNIELSEN CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Amounts in Thousands)
Six Months Ended
June 30,
-------------------------------------------------
1997 1996
-------------------------------------------------
Cash Flows from Operating Activities:
Net Income (Loss) $6,133 $(17,484)
Reconciliation of Net Income (Loss) to Net Cash Provided by
(Used in) Operating Activities:
Depreciation and Amortization 46,907 47,288
Deferred Income Taxes 2,846 1,597
Restructuring Payments - (342)
Payments Related to 1995 Non-Recurring Charge (21,157) (15,877)
Postemployment Benefit Expense 547 3,333
Postemployment Benefit Payments (5,718) (14,008)
Net (Increase) Decrease in Accounts Receivable (4,082) 15,353
Net Increase in Other Working Capital Items (26,667) (22,963)
Other 2,274 (4,767)
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Net Cash Provided by (Used In) Operating Activities 1,083 (7,870)
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Cash Flows from Investing Activities:
Proceeds from Marketable Securities 261 141
Payments for Marketable Securities (10) (303)
Capital Expenditures (20,827) (29,786)
Additions to Computer Software (6,719) (10,868)
Payments for Acquisition of Businesses (5,082) -
Decrease (Increase) in Other Investments 1,800 (1,447)
Other (10,360) (1,821)
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Net Cash Used in Investing Activities (40,937) (44,084)
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Cash Flows from Financing Activities:
Net Transfers from The Dun & Bradstreet Corporation - 41,876
(Decrease) Increase in Short-Term Borrowings (10,347) 12,924
Common Stock Issuances under Stock Plans 3,892 -
Other 222 (403)
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Net Cash (Used in) Provided by Financing Activities (6,233) 54,397
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Effect of Exchange Rate Changes on Cash and Cash Equivalents (5,171) (49)
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(Decrease) Increase in Cash and Cash Equivalents (51,258) 2,394
Cash and Cash Equivalents, Beginning of Period 185,005 89,568
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Cash and Cash Equivalents, End of Period $133,747 $91,962
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $1,751 $2,584
Cash paid during the period for income taxes $19,562 $33,189
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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ACNIELSEN CORPORATION
Condensed Consolidated Balance Sheets
(Amounts in thousands)
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June 30 December 31
1997 1996
(Unaudited)
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Assets
Current Assets
Cash and Cash Equivalents $133,747 $185,005
Accounts Receivable-Net 268,327 270,603
Other Current Assets 34,086 30,822
---------------- -------------
Total Current Assets 436,160 486,430
Marketable Securities and Other Investments 50,875 26,352
Property, Plant and Equipment-Net 170,508 186,053
Other Assets-Net
Prepaid Pension 46,499 46,743
Computer Software 30,547 37,858
Intangibles & Other Assets 51,155 48,610
Goodwill 207,728 204,022
---------------- -------------
Total Other Assets-Net 335,929 337,233
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TOTAL ASSETS $993,472 $1,036,068
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Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $74,055 $84,680
Short-Term Debt 26,008 36,761
Accrued and Other Current Liabilities 238,176 260,606
Accrued Income Taxes 47,104 64,268
---------------- -------------
Total Current Liabilities 385,343 446,315
Postretirement and Postemployment Benefits 72,985 78,924
Deferred Income Taxes 41,812 32,523
Other Liabilities 26,089 24,360
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TOTAL LIABILITIES 526,229 582,122
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Commitments and Contingencies
Shareholders' Equity
Common Stock 574 571
Additional Paid-in Capital 465,082 461,193
Retained Earnings 13,856 7,723
Treasury Stock (3,966) (3,966)
Cumulative Translation Adjustment (29,837) (17,658)
Unrealized Gains on Investments, Net 21,534 6,083
---------------- -------------
Total Shareholders' Equity 467,243 453,946
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $993,472 $1,036,068
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<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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ACNIELSEN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Consolidated Financial Statements
These interim consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and should be read in conjunction with the
consolidated financial statements and related notes in the ACNielsen Corporation
(the "Company") 1996 Annual Report on Form 10-K. In the opinion of management,
all adjustments (which include only normal recurring adjustments), considered
necessary for a fair presentation of financial position, results of operations
and cash flows at the dates and for the periods presented have been included.
Certain prior year amounts have been reclassified to conform with the 1997
presentation.
Note 2 - Basis of Presentation
Effective on November 1, 1996 (the "Distribution Date"), the Company became an
independent, publicly-owned company as a result of the distribution by The Dun &
Bradstreet Corporation ("D&B") of the Company's $.01 par value Common Stock, at
a distribution ratio of one share for three shares (the "Distribution"). For
purposes of these financial statements, all references to the Company include
the assets and liabilities of the former D&B businesses and operations that were
transferred to the Company prior to the Distribution.
The condensed financial statements for periods prior to the Distribution Date
are presented on a combined basis and have been prepared using D&B's historical
basis of accounting for the assets and liabilities and historical results of
operations related to the Company's businesses, except for accounting for income
taxes. For the six months ended June 30, 1996, the Company had not recognized
benefits for U.S. losses since the Company did not believe that it was more
likely than not that such benefits could be recognized on a separate-company
basis.
For the period prior to November 1, 1996, the condensed financial statements
generally reflect the results of operations and cash flows of the Company as if
it were a separate entity. The condensed financial statements include
allocations of certain D&B Corporate expenses relating to the Company's
businesses that were transferred to the Company from D&B. Management believes
these allocations are reasonable. However, the financial information included
herein may not necessarily reflect the results of operations, and cash flows of
the Company in the future or what they would have been had the Company been a
separate entity during the periods prior to the Distribution.
The computation of net income (loss) per share of common stock for the periods
prior to November 1, 1996 is based on the average number of shares of D&B common
stock outstanding, adjusted for the one for three distribution ratio.
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Note 3 - Financial Instruments with Off-Balance-Sheet Risk
During the first half of 1997, the Company entered into foreign currency forward
contracts to reduce the effect of fluctuating European currencies on certain
known transactional exposures. At June 30, 1997, the Company had approximately
$18.9 million of foreign exchange forward contracts outstanding, which mature on
various dates over the next nine months. Any gain or loss on the forward
contract is deferred and included in the measurement of the related foreign
currency transaction.
Note 4 - New Accounting Pronouncement
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"), Earnings
Per Share ("EPS"), which establishes standards for computing and presenting EPS,
is effective for both interim and annual periods ending after December 15, 1997.
SFAS No. 128 does not permit early application of its provisions. The Statement
replaces the presentation of primary EPS with a presentation of basic EPS, as
defined. Had EPS been determined in accordance with SFAS No. 128, the Company's
basic and diluted income (loss) per share for the three months and six months
ended June 30, 1997 and 1996 would be unchanged from the reported net income
(loss) per share.
Note 5 - Litigation
On July 29, 1996, Information Resources, Inc. ("IRI") filed a complaint in the
United States District Court for the Southern District of New York, naming as
defendants D&B, A.C. Nielsen Company (which is a subsidiary of the Company) and
I.M.S. International, Inc., a subsidiary of Cognizant Corporation ("IMS") (the
"IRI Action").
The complaint alleges various violations of the United States antitrust laws,
including alleged violations of Sections 1 and 2 of the Sherman Act. The
complaint also alleges a claim of tortious interference with a contract and a
claim of tortious interference with a prospective business relationship. These
claims relate to the acquisition by defendants of Survey Research Group Limited
("SRG"). IRI alleges that SRG violated an alleged agreement with IRI when it
agreed to be acquired by the defendants and that the defendants induced SRG to
breach that agreement.
IRI's complaint alleges damages in excess of $350 million, which amount IRI has
asked to be trebled under the antitrust laws. IRI also seeks punitive damages in
an unspecified amount.
By notice of motion dated October 15, 1996, defendants moved for an order
dismissing all claims in the complaint. On May 6, 1997 the United States
District Court for the Southern District of New York issued a decision on the
motion to dismiss. The Court dismissed IRI's claim of attempted monopolization
in the United States, with leave to replead within sixty days. The Court denied
defendants' motion with respect to the remaining claims in the complaint.
-8-
On June 3, 1997, defendants filed an answer and counterclaims. Defendants denied
all material allegations of the complaint. In addition, A.C. Nielsen Company
asserted counterclaims against IRI alleging that IRI has made false and
misleading statements about A.C. Nielsen's services and commercial activities
and that such conduct constitutes a violation of Section 43(a) of the Lanham Act
and unfair competition. A.C. Nielsen seeks injunctive relief and damages.
On July 7, 1997, IRI filed an amended complaint seeking to replead the claim of
attempted monopolization in the United States, which had been dismissed by the
Court in its May 6, 1997 decision. The parties have agreed that defendants shall
have until August 18, 1997 to move to dismiss this amended claim.
In connection with the IRI Action, D&B, Cognizant Corporation (the parent
company of IMS) and the Company have entered into an Indemnity and Joint Defense
Agreement (the "Indemnity and Joint Defense Agreement") pursuant to which they
have agreed (i) to certain arrangements allocating potential liabilities ("IRI
Liabilities") that may arise out of or in connection with the IRI Action and
(ii) to conduct a joint defense of such action. In particular, the Indemnity and
Joint Defense Agreement provides that the Company will assume exclusive
liability for IRI Liabilities up to a maximum amount to be calculated at the
time such liabilities, if any, become payable (the "ACN Maximum Amount"), and
that Cognizant and D&B will share liability equally for any amounts in excess of
the ACN Maximum Amount. The ACN Maximum Amount will be determined by an
investment banking firm as the maximum amount which the Company is able to pay
after giving effect to (i) any plan submitted by such investment bank which is
designed to maximize the claims paying ability of the Company without impairing
the investment banking firm's ability to deliver a viability opinion (but which
will not require any action requiring stockholder approval), and (ii) payment of
related fees and expenses. For these purposes, financial viability means the
ability of the Company, after giving effect to such plan, the payment of related
fees and expenses and the payment of the ACN Maximum Amount, to pay its debts as
they become due and to finance the current and anticipated operating and capital
requirements of its business, as reconstituted by such plan, for two years from
the date any such plan is expected to be implemented.
The Indemnity and Joint Defense Agreement also imposes certain restrictions on
the payment of cash dividends and the ability of the Company to purchase its
stock.
Management of ACNielsen is unable to predict at this time the final outcome of
the IRI Action or whether its resolution could materially affect the Company's
results of operations, cash flows or financial position.
The Company and its subsidiaries are also involved in other legal proceedings
and litigation arising in the ordinary course of business. In the opinion of
management, the outcome of such current legal proceedings, claims and
litigation, if decided adversely, could have a material effect on quarterly or
annual operating results or cash flows when resolved in a future period.
However, in the opinion of management, these matters will not materially affect
the Company's consolidated financial position.
-9-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Dollar amounts in thousands, except per share data)
The Company's second-quarter net income was $10,249, or $0.18 per share, an
$8,543 improvement over the second quarter 1996 income of $1,706 or $0.03 per
share. The 1996 second-quarter net income excludes the impact of a tax benefit
recorded in the third quarter of 1996 to reduce the Company's full year
effective tax rate to 48%. Had the Company provided for a 48% effective tax rate
in the second quarter of 1996, net income for the period would have been $5,208
or $0.09 per share.
Second-quarter revenue rose 5.8% to $356,325 from $336,948, reflecting the
negative impact of a strong U.S. dollar. Driven by growth in the Americas and
Asia Pacific regions, second-quarter revenue advanced 11.3% in local currency.
The Company's operating income in the second quarter increased by $7,628, to
$18,657, reflecting profit improvement in the United States.
Non-operating income-net in the second quarter was $322, compared with a
non-operating expense- net of $1,014, in the second quarter of 1996, partially
as a result of lower interest expense on lower borrowings.
The Company's operating results by geographic region for the quarters ended June
30, 1997 and 1996 are set forth in the table below.
(in thousands)
Revenues Operating Income (Loss)
----------------------------- ---------------------------
1997 1996 1997 1996
United States $78,206 $69,645 $4,268 $(3,088)
Canada/ Latin America 52,499 44,812 7,065 7,427
------ ------ ------ ------
Total Americas 130,705 114,457 11,333 4,339
Europe, Middle East & Africa 149,374 151,434 8,243 9,231
Asia Pacific 68,171 62,548 1,751 1,449
ACN Japan 8,075 8,509 (2,670) (3,990)
------ ------ ------ ------
Total $356,325 $336,948 $18,657 $11,029
======== ======== ======= =======
The following discusses second quarter results on a geographic basis:
Total Americas revenue increased 14.2% to $130,705 from $114,457. Excluding the
impact of currency translation, revenue grew 15.9%. Operating income was
$11,333, compared with $4,339 in the second quarter of 1996. In the United
States, revenue grew 12.3% to $78,206, led by increased sales of key-account
information in the retail measurement business, as well as consumer panel
services. The U.S. recorded its fourth consecutive profitable quarter, as
operating income reached $4,268, a $7,356 improvement over 1996's $3,088
operating loss. The gain was the result of higher revenue, coupled with
increased operating efficiency.
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In Canada and Latin America, revenue increased 17.2%, to $52,499, driven by
growth in each of Canada's core businesses - retail measurement, consumer panels
and customized research - as well as higher retail tracking and customized
research revenue in several Latin American markets. Operating income decreased
$362 to $7,065 from $7,427 due to higher costs associated with improving the
Company's business in Argentina and the impact of the strong U.S. dollar,
particularly in Mexico and Brazil, which reduced operating income by $400.
Revenue for the Europe, Middle East & Africa ("EMEA") region declined 1.4%, to
$149,374, due to the impact of the strong U.S. dollar. Revenue for EMEA grew
7.8% in local currency, resulting from improved results in the U.K., France and
Ireland; strong growth in Eastern Europe and the addition of recently acquired
businesses in Turkey, South Africa and Israel. However, EMEA operating income
decreased $988, to $8,243, for the quarter, primarily the result of an
unfavorable currency translation impact of $1,858, and costs associated with
improving the Company's European operations.
Asia Pacific's revenue increased 9% to $68,171, led by improved results in
China, Hong Kong, Taiwan, Thailand, Korea, Singapore and the Philippines.
Revenue for Asia Pacific grew 11.4% in local currency. The region's operating
income increased $302 to $1,751, as improved operating efficiency and lower
costs began to take hold across the region.
ACNielsen Japan reported revenue of $8,075, down slightly from the prior year.
Excluding the impact of the strong U.S. dollar, revenue grew 9.5%. Japan reduced
its operating loss by $1,320, to $2,670, as it continued to more closely align
its operating costs with revenue.
Net income for the six months ended June 30, 1997 was $6,133 or $0.11 per share,
compared with a year-ago net loss of $17,484, or $0.31 per share. The 1996 net
loss excludes the impact of a tax benefit recorded in the third quarter of 1996
to reduce the Company's full year effective tax rate to 48%. Had the Company
provided for the 48% effective tax rate in the first half of 1996, the net loss
for the period would have been $3,918 or $0.07 per share.
Revenue for the six months ended June 30, 1997 was $681,099, an increase of 5.7%
from the six-month period of 1996, reflecting the negative impact of a strong
U.S. dollar. Driven by growth in the Americas and Asia Pacific regions, revenue
advanced 10% in local currency. The Company increased its operating income in
the first half of the year by $17,200, to $9,479, reflecting profit improvements
in the United States.
Non-operating income-net was $1,878, compared with $185 in the first half of
1996, primarily reflecting lower interest expense.
-11-
The Company's operating results by geographic region for the six months ended
June 30, 1997 and 1996 are set forth in the table below.
(in thousands)
Revenues Operating Income (Loss)
----------------------------- --------------------------
1997 1996 1997 1996
United States $151,513 $136,418 $4,718 $(10,552)
Canada/ Latin America 100,558 85,673 9,896 9,412
------ ------ ------ ------
Total Americas 252,071 222,091 14,614 (1,140)
Europe, Middle East & Africa 282,999 286,393 1,245 1,160
Asia Pacific 129,736 119,148 (642) 1,181
ACN Japan 16,293 16,608 (5,738) (8,922)
------ ------ ------ ------
Total $681,099 $644,240 $9,479 $(7,721)
======== ======== ====== ========
The following discusses first half results on a geographic basis:
Year-to-date total Americas revenue increased 13.5% to $252,071 from $222,091.
Excluding the impact of currency translation, revenue grew 14.9%. Operating
income was $14,614, compared with an operating loss of $1,140 in the first half
of 1996.
In the United States, revenue grew 11.1% to $151,513, led by strong performances
in Retail Management Services and Consumer Panels. Operating income reached
$4,718, a $15,270 improvement over the first half of 1996's $10,552 operating
loss. The gain was the result of increased operating efficiency and revenue
growth.
In Canada and Latin America, year-to-date revenue grew 17.4%, led by an
increase in Latin America, and combined growth in all of Canada's businesses.
Operating income increased 5.1% to $9,896 from the prior year.
Revenue for the first half of 1997 in the Europe, Middle East & Africa ("EMEA")
region declined 1.2% to $282,999, due to the impact of the strong U.S. dollar.
Revenue for EMEA grew 6.1% in local currency, resulting from gains in Eastern
Europe and France and the new acquisitions in South Africa, Turkey and Israel.
Operating income increased $85, to $1,245 for the year.
Asia Pacific's year-to-date revenue increased 8.9% to $129,736, led by increased
sales in North Asia and Southeast Asia. Revenue for Asia Pacific grew 10.0% in
local currency. The region's operating loss was $642 compared with operating
income of $1,181 in 1996, due to higher overall operating expenses in the first
quarter of 1997.
Revenue for ACNielsen Japan was down slightly from 1996 to $16,293. Excluding
the impact of the strong U.S. dollar in the first half of the year, revenue in
local currency was up 12.1%. Japan reduced its operating loss by $3,184, to
$5,738, as higher revenue and cost control efforts continued the operating
improvement.
-12-
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1997 and 1996
Net cash provided by operating activities for the six months ended June 30,
1997, totaled $1,083 compared with net cash used of $7,870 for the comparable
period in 1996. The change primarily is the result of improved operating results
(net income of $6,133 in 1997 as compared to a net loss of $17,484 in 1996) and
lower postemployment benefit payments ($8,290), offset by an increase in
accounts receivable ($19,435) and increased payments related to the 1995
non-recurring charge ($5,280).
Net cash used in investing activities totaled $40,937 for the six months ended
June 30, 1997 compared with $44,084 for the comparable period in 1996. The
decrease in cash used in investing activities primarily represents lower capital
expenditures ($8,959) and lower additions to computer software ($4,149), offset
by increased project costs included in other investing and the payments for
acquisition of businesses ($5,082).
Net cash used in financing activities for the six months ended June 30, 1997,
totaled $6,233 compared with cash provided by financing activities of $54,397
for the comparable period in 1996. The decrease in the cash provided of $60,630
primarily reflected the absence of remittances from D&B of $41,876 and a
decrease in borrowings in the current year of $10,347 as compared with increases
in borrowings of $12,924 during the comparable period in 1996.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Information required by this item is contained in Note 5 -
Litigation, which is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the ACNielsen Corporation was held
on April 16, 1997.
-13-
The following nominees for director named in the Proxy Statement dated
March 11, 1997 were elected at the Meeting by the votes indicated.
For Withheld
Donald W. Griffin 44,132,880 7,005,407
Robert M. Hendrickson 44,143,052 6,995,235
Brian B. Pemberton 44,142,711 6,995,576
Nicholas L. Trivisonno 44,146,806 6,991,481
The votes in favor of the election of the nominees represent at least
86.3% of the shares voted for each of the nominees.
The ratification of the selection of Arthur Andersen LLP as
Independent Public Accountants for 1997 was approved by the following
vote:
For Against Abstain
Number of shares 50,963,943 113,590 60,653
The proposal to approve the Company's 1996 Key Employees' Stock
Incentive Plan was approved by the following vote:
Broker
For Against Abstain Non-Votes
Number of shares 32,820,922 14,324,939 235,523 3,756,802
The proposal to approve the Company's 1996 Senior Executive Incentive
Plan was approved by the following vote:
Broker
For Against Abstain Non-Votes
Number of shares 44,601,307 2,485,809 294,268 3,756,802
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(10) Material Contracts
(i) 1996 ACNielsen Corporation Key Employees Stock Incentive Plan
(As amended April 17, 1997)
(27) Financial Data Schedule (filed electronically)
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter ended
June 30, 1997.
-14-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACNIELSEN CORPORATION
(Registrant)
Date: August 12, 1997 By: /s/ROBERT J. CHRENC
===========================
Robert J. Chrenc
Executive Vice President
and Chief Financial Officer
Date: August 12, 1997 By: /s/WILLIAM R. HICKS
===========================
William R. Hicks
Vice President and Controller
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