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, 1998
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, 1998 by amending the Index to Exhibits to add new
exhibit 99(c) as described below and by filing such new exhibit:
Exhibit 99(c) - Form 11-K Annual Report for the fiscal year
ended December 31, 1998 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)
Robert J. Chrenc
By: ________________________________________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Dated: June 25, 1999
INDEX TO EXHIBITS
Exhibit Number
Regulation S-K Description
Articles of Incorporation and By-laws.
3
(a) Restated Certificate of Incorporation of * the
Company dated October 7, 1996 (incorporated
herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 10,
Commission File No. 001-12277 (the "Form
10")).
(b) Amended and Restated By-laws of the Company *
(incorporated herein by reference to Exhibit
3.2 to the Form 10).
Instruments Defining the Rights of Security
4 Holders, Including Indentures.
(a) Rights Agreement dated as of October 17, *
1996 between ACNielsen Corporation and First
Chicago Trust Company of New York
(incorporated herein by reference to Exhibit 1
to the Company's Form 8-A filed on October 18,
1996, Commission File No.
001-12277).
(b) ACNielsen Corporation U.S. $250,000,000 *
Credit Agreement dated as of April 15, 1998
(incorporated herein by reference to Exhibit
4(b) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30,
1998, Commission File No. 001-12277).
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 (incorporated herein by
reference to Exhibit 10(a) to the 1996 Form
10-K).
(b) Tax Allocation Agreement dated as of * October
28, 1996 among The Dun & Bradstreet
Corporation, Cognizant Corporation and
ACNielsen Corporation (incorporated herein by
reference to Exhibit 10(b) to the 1996 Form
10-K).
(c) Employee Benefits Agreement dated as of *
October 28, 1996 among The Dun & Bradstreet
Corporation, Cognizant Corporation and
ACNielsen Corporation (incorporated herein by
reference to Exhibit 10(c) to the 1996 Form
10-K).
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
**Filed with Form 10-K on March 25, 1999; not included with this amendment.
Exhibit Number
Regulation S-K Description
(d) Intellectual Property Agreement dated as of *
October 28, 1996 among The Dun & Bradstreet
Corporation, Cognizant Corporation and
ACNielsen Corporation (incorporated herein by
reference to Exhibit 10(d) to the 1996 Form
10-K).
(e) TAM Master Agreement dated as of October * 28,
1996 between Cognizant Corporation and
ACNielsen Corporation (incorporated herein by
reference to Exhibit 10(e) to the
1996 Form 10-K).
(f) Indemnity and Joint Defense Agreement dated *
as of October 28, 1996 among The Dun &
Bradstreet Corporation, Cognizant Corporation
and ACNielsen Corporation (incorporated herein
by reference to Exhibit 10(f) to the 1996 Form
10-K).
(g) 1996 ACNielsen Corporation Non-Employee +*
Directors' Stock Incentive Plan (incorporated
herein by reference to Exhibit 10(g) to the
Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1998,
Commission File No. 001-12277).
(h) 1996 ACNielsen Corporation Non-Employee +*
Directors' Deferred Compensation Plan
(incorporated herein by reference to Exhibit
10(h) to the 1996 Form 10-K).
(i) 1996 ACNielsen Corporation Key Employees' +*
Stock Incentive Plan (incorporated herein by
reference to Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998,
Commission File No. 001-12277).
(j) 1996 ACNielsen Corporation Replacement Plan +*
for Certain Employees Holding The Dun &
Bradstreet Corporation Equity-Based Awards
(incorporated herein by reference to Exhibit
10(j) to the 1996 Form 10-K).
(k) 1996 ACNielsen Corporation Senior Executive +*
Incentive Plan (incorporated herein by
reference to Exhibit 10(k) to the 1996 Form
10-K).
(l) 1996 ACNielsen Corporation Management +*
Incentive Bonus Plan (incorporated herein by
reference to Exhibit 10(l) to the 1996 Form
10-K).
(m) ACNielsen Corporation Supplemental +*
Executive Retirement Plan (incorporated herein
by reference to Exhibit 10(m) to the 1996 Form
10-K).
(n) ACNielsen Corporation Retirement Benefit +*
Excess Plan (incorporated herein by reference
to Exhibit 10(n) to the 1996 Form 10-K).
(o) ACNielsen Corporation Executive Transition +*
Plan (incorporated herein by reference to
Exhibit 10(o) to the 1996 Form 10-K).
(p) Form of Change-in-Control Agreements +*
(incorporated herein by reference to Exhibit
10(p) to the 1996 Form 10-K).
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
**Filed with Form 10-K on March 25, 1999; not included with this amendment.
Exhibit Number
Regulation S-K Description
(q) Form of Option Agreement under the 1996 +*
ACNielsen Corporation Key Employees' Stock
Incentive Plan (incorporated herein by
reference to Exhibit 10(q) to the 1996 Form
10-K).
(r) Form of LSAR Agreement (incorporated herein +*
by reference to Exhibit 10(r) to the 1996 Form
10-K).
(s) Form of Directors' Restricted Stock +*
Agreement (incorporated herein by reference to
Exhibit 10(s) to the 1996 Form 10-K).
(t) Form of Option Agreement under the 1996 +**
ACNielsen Corporation Non-Employee
Directors' Stock Incentive Plan (filed
herewith).
11 Statement Re Computation of Per Share **
Earnings (filed herewith).
Computation of Earnings Per Share of Common
Stock on a Diluted Bases **
Annual Report to Security Holders (filed
herewith).
13
1998 Annual Report (pages 33 to 56) **
Only responsive information appearing on **
Pages 33 to 56 to Exhibit 13 is incorporated
herein by reference, and no other information
appearing in Exhibit 13 is or shall be deemed
to be filed as part of this Form 10-K.
21 Subsidiaries of the Registrant (filed
herewith).
List of Active Subsidiaries as of **
January 29, 1999
23 Consents of Experts and Counsel (filed
herewith).
Consent of Arthur Andersen LLP **
24 Power of Attorney (filed herewith). **
Powers of Attorney dated February 18, 1999 **
27 Financial Data Schedule (filed herewith).**
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
**Filed with Form 10-K on March 25, 1999; not included with this amendment.
Exhibit Number
Regulation S-K Description
Other Exhibits
99
(a) Letter of Undertaking dated June 29, 1998 *
from the New Dun & Bradstreet Corporation
to Cognizant Corporation and ACNielsen
Corporation (incorporation herein as
Exhibit 99(a) to the Company's Quarterly
Report on Form 10-Q for the quarterly
period ended June 30, 1998, Commission File
No. 001-12277).
(b) Letter of Undertaking dated June 29, 1998 *
form IMS Health Incorporated to The Dun &
Bradstreet Corporation and ACNielsen
Corporation (incorporated herein by
reference to Exhibit 99(b) to the Company's
Quarterly Report on From 10-Q for the
quarterly period ended June 30, 1998,
Commission File No. 001-12277).
(c) Form 11-K Annual Report for the fiscal Exhibit
year ended December 31, 1998 of the 99(c)
ACNielsen Corporation Savings Plan.
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
**Filed with Form 10-K on March 25, 1999; not included with this amendment.
Exhibit 99(c)
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, 1998
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)
Robert J. Chrenc
BY: ____________________________________
Robert J. Chrenc
Executive Vice President
and
Chief Financial Officer
Dated: June 25, 1999
ACNIELSEN CORPORATION SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Pages
Report of Independent Public Accountants 2
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1998 3
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1997 4
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1998 5
Notes to Financial Statements 6-11
Schedule of Assets Held for Investment Purposes as of December 31, 1998 12
Consent of Independent Public Accountants 13
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of ACNielsen Corporation:
We have audited the accompanying statements of net assets available for
plan benefits with fund information of the ACNielsen Corporation Savings Plan
(the "Plan") as of December 31, 1998 and 1997, and the related statement of
changes in net assets available for plan benefits with fund information for the
year ended December 31, 1998. 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 audits.
We conducted our audits 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 audits provide 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, 1998 and 1997, and the changes in its net assets available
for plan benefits for the year ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audits were 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 statements of net assets
available for plan benefits as of December 31, 1998 and 1997 and the statement
of changes in net assets available for plan benefits for the year ended December
31, 1998 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 audits
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
Arthur Andersen LLP
Stamford, Connecticut,
June 2, 1999
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
Continued
Managed ACNielsen Growth & OTC Blue
Income Stock Income Portfolio Chip
Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $0 $791,368 $0 $0 $0
Common stock 0 3,319,659 0 0 0
Insurance contracts 19,787,480 0 0 0 0
Registered investment companies 0 0 43,686,479 3,033,155 7,960,455
Loans to participants 0 0 0 0 0
Total investments 19,787,480 4,111,027 43,686,479 3,033,155 7,960,455
Total assets 19,787,480 4,111,027 43,686,479 3,033,155 7,960,455
=============================================================================
Net assets available for plan benefits $19,787,480 $4,111,027 $43,686,479 $3,033,155 $7,960,455
=============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
Continued
Asset
Asset Low-Priced Manager: Emerging Diversified
Manager Stock Growth Markets International
Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $0 $0 $0 $0 $0
Common stock 0 0 0 0 0
Insurance contracts 0 0 0 0 0
Registered investment companies 1,221,887 3,605,026 1,845,841 311,863 2,441,592
Loans to participants 0 0 0 0 0
Total investments 1,221,887 3,605,026 1,845,841 311,863 2,441,592
Total assets 1,221,887 3,605,026 1,845,841 311,863 2,441,592
=============================================================================
Net assets available for plan benefits $1,221,887 $3,605,026 $1,845,841 $311,863 $2,441,592
=============================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
Asset Spartan US
Manager: Equity
Income Index Loan
Fund Fund Account Total
ASSETS
Investments:
Cash equivalents $0 $0 $0 $791,368
Common stock 0 0 0 3,319,659
Insurance contracts 0 0 0 19,787,480
Registered investment companies 1,533,311 1,646,734 0 67,286,343
Loans to participants 0 0 1,969,043 1,969,043
Total investments 1,533,311 1,646,734 1,969,043 93,153,893
Total assets 1,533,311 1,646,734 1,969,043 93,153,893
=============================================================
Net assets available for plan benefits $1,533,311 $1,646,734 $1,969,043 $93,153,893
=============================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1997
Continued
Managed ACNielsen Growth & OTC Blue Asset
Income Stock Income Portfolio Chip Manager
Fund Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $0 $61,656 $0 $0 $0 $0
Common stock 0 2,251,410 0 0 0 0
Insurance contracts 17,360,517 0 0 0 0 0
Registered investment companies 0 0 33,688,107 1,517,955 3,849,554 899,943
Loans to participants 0 0 0 0 0 0
Total investments 17,360,517 2,313,066 33,688,107 1,517,955 3,849,554 899,943
Total assets 17,360,517 2,313,066 33,688,107 1,517,955 3,849,554 899,943
=====================================================================================
Net assets available for plan benefits $17,360,517 $2,313,066 $33,688,107 $1,517,955 $3,849,554 $899,943
=====================================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1997
Continued
Asset Asset
Low-Priced Manager: Emerging Diversified Manager:
Stock Growth Markets International Income
Fund Fund Fund Fund Fund
ASSETS
Investments:
Cash equivalents $0 $0 $0 $0 $0
Common stock 0 0 0 0 0
Insurance contracts 0 0 0 0 0
Registered investment companies 2,884,087 890,729 239,080 1,775,021 439,521
Loans to participants 0 0 0 0 0
Total investments 2,884,087 890,729 239,080 1,775,021 439,521
Total assets 2,884,087 890,729 239,080 1,775,021 439,521
=======================================================================
Net assets available for plan benefits $2,884,087 $890,729 $239,080 $1,775,021 $439,521
=======================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1997
Legacy Loan
Fund Account Total
ASSETS
Investments:
Cash equivalents 0 0 61,656
Common stock 1,669,590 0 3,921,000
Insurance contracts 0 0 17,360,517
Registered investment companies 0 0 46,183,997
Loans to participants 0 1,739,502 1,739,502
Total investments 1,669,590 1,739,502 69,266,672
Total assets 1,669,590 1,739,502 69,266,672
==========================================
Net assets available for plan benefits 1,669,590 1,739,502 69,266,672
===========================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
For The Year Ended December 31, 1998
Continued
Managed ACNielsen Growth & OTC Blue Asset
Income Stock Income Portfolio Chip Manager
Fund Fund Fund Fund Fund Fund
Investment income and expense:
Interest and dividends $1,185,882 $17,573 $2,400,032 $138,416 $311,066 $224,519
Realized gain/(loss) 0 32,935 491,938 26,121 64,697 9,339
Unrealized appr/(depr) 0 539,456 6,770,595 605,639 1,397,125 (73,461)
Administrative fee 0 0 0 0 0 0
Total income and expense 1,185,882 589,964 9,662,565 770,176 1,772,888 160,397
Contributions received from participants 2,104,094 901,230 3,914,271 428,740 1,772,447 103,040
Distributions to participants (645,558) (95,985) (1,040,250) (33,922) (215,254) (13,986)
Loans to participants (235,266) (65,460) (509,377) (18,194) (111,086) (8,183)
Participant loan repayments 200,299 79,262 370,156 14,043 49,084 3,407
Interfund transfers (182,488) 388,950 (2,398,993) 354,357 842,822 77,269
Net increase (decrease) for the period 2,426,963 1,797,961 9,998,372 1,515,200 4,110,901 321,944
Net assets available for plan benefits
as of December 31, 1997 17,360,517 2,313,066 33,688,107 1,517,955 3,849,554 899,943
========================================================================================
Net assets available for plan benefits
as of December 31, 1998 $19,787,480 $4,111,027 $43,686,479 $3,033,155 $7,960,455 $1,221,887
========================================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
For The Year Ended December 31, 1998
Continued
Asset Asset
Low-Priced Manager: Emerging Diversified Manager:
Stock Growth Markets International Income
Fund Fund Fund Fund Fund
Investment income and expense:
Interest and dividends $294,499 $272,935 $323 $97,621 $109,321
Realized gain/(loss) (22,426) 9,839 (16,172) 29,130 5,259
Unrealized appr/(depr) (280,458) (49,355) (51,536) 131,626 (5,040)
Administrative fee (962) 0 (167) 0 0
Total income and expense (9,347) 233,419 (67,552) 258,377 109,540
Contributions received from participants 697,584 424,672 113,079 535,522 122,113
Distributions to participants (82,078) (78,623) (5,096) (52,283) (8,910)
Loans to participants (33,875) (8,773) (2,264) (26,493) (7,974)
Participant loan repayments 33,121 13,389 1,309 25,824 1,780
Interfund transfers 115,534 371,028 33,307 (74,376) 877,241
Net increase (decrease) for the period 720,939 955,112 72,783 666,571 1,093,790
Net assets available for plan benefits
as of December 31, 1997 2,884,087 890,729 239,080 1,775,021 439,521
=================================================================================
Net assets available for plan benefits
as of December 31, 1998 $3,605,026 $1,845,841 $311,863 $2,441,592 $1,533,311
=================================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
For The Year Ended December 31, 1998
Spartan US
Equity
Index Legacy Loan
Fund Fund Account Total
Investment income and expense:
Interest and dividends $15,890 $0 $0 $5,068,077
Realized gain/(loss) (5,861) (22,966) 0 601,833
Unrealized appr/(depr) 181,764 0 0 9,166,355
Administrative fee 0 0 0 (1,129)
Total income and expense 191,793 (22,966) 0 14,835,136
Contributions received from participants 248,175 0 0 11,364,967
Distributions to participants (26,891) (7,676) (6,370) (2,312,882)
Loans to participants (4,255) 0 1,031,200 0
Participant loan repayments 3,615 0 (795,289) 0
Interfund transfers 1,234,297 (1,638,948) 0 0
Net increase (decrease) for the period 1,646,734 (1,669,590) 229,541 23,887,221
Net assets available for plan benefits
as of December 31, 1997 0 1,669,590 1,739,502 69,266,672
================================================================
Net assets available for plan benefits
as of December 31, 1998 $1,646,734 $0 $1,969,043 $93,153,893
================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
ACNIELSEN CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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.
Fidelity Management Trust Company became the trustee of the Plan effective April
1, 1997. This established a master trust between Fidelity Management Trust
Company, the ACNielsen Corporation Savings Plan and the ACNielsen Corporation
Employee Stock Ownership Plan.
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 1998, the Internal Revenue Code limit on before-tax contributions was
$10,000.
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 1998 was $160,000.
Participant Accounts
Each participant's account is credited with the participant's contribution and
account earnings.
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 1% increments in any of the first eleven investment options, with no more
than 50% invested in the ACNielsen Common Stock Fund.
o Managed Income Fund - The Managed Income Fund is a combination of
Fidelity's Managed Income Portfolio I and investment contracts previously
purchased by this plan. It is not a mutual fund. The goal of the fund is to
provide a competitive level of income over time while preserving the
investment. The Portfolio purchases investment contracts offered by major
insurance companies and other approved financial institutions and
short-term investments to provide for liquidity needs. Some investment
contracts (synthetic wrappers) are purchased in conjunction with the
purchase of fixed income securities or units of bond funds which invest in
such securities. As previous investment contracts mature, all proceeds will
be invested in the Managed Income Portfolio.
o Growth & Income Fund - The Growth & Income Fund is a growth and income
mutual fund. The goal of the fund is to provide high total return through a
combination of current income and capital appreciation. The fund invests
mainly in U.S. and foreign stocks. It selects companies that currently pay
dividends and carry the potential for increased earnings. The fund may also
invest in bonds.
o Blue Chip Fund - The Blue Chip Fund is a growth mutual fund. The goal of
the fund is to increase the value of the investment over the long term
through capita growth. The fund invests primarily in the common stock of
well-know and established companies. Normally, at least 65% of the fund's
total assets are invested in the common stock of blue chip companies. The
fund may also invest in companies with strong earnings and future growth
potential that are positioned to become blue chips of the future.
o Low-Priced Stock Fund - The Low-Priced Stock Fund is a growth mutual fund
with the goal of capital appreciation. The fund invests primarily in stocks
of companies that are considered undervalued or out of favor with other
investors and could offer the possibility for significant growth.
Generally, low-priced is considered $25 or less and are stocks of smaller,
less well-known companies. This fund carries a redemption fee to discourage
short-term buying and selling of fund shares.
o OTC Portfolio Fund - The OTC Portfolio Fund is a growth mutual fund. The
goal of the fund is to increase the value of the investment over the long
term through capital growth. The fund invests primarily in U.S. and foreign
common stocks that are traded on the over-the-counter (OTC) market. The
fund may also invest in bonds and other types of securities. Securities
traded on the OTC market tend to be from smaller or newer companies, which
generally involve greater investment risk than well-known companies.
o Diversified International Fund - The Diversified International Fund is a
growth mutual fund that invests overseas. The goal of the fund is to
increase the value of the investment over the long term through capital
growth. The fund invests primarily in stocks of companies located outside
the U.S. that are included in the Morgan Stanley EAFE Index. It seeks
stocks that are undervalued compared to industry norms in their countries
and focuses on larger companies.
o Emerging Markets Fund - The Emerging Markets Fund is a growth mutual fund
that invests in emerging markets. The goal of the fund is to increase the
value of the investment over the long term through capital growth. The fund
invests primarily in stocks of companies in emerging markets. The fund
emphasizes countries with relatively low GNP compared to the world's major
economies, and with the potential for rapid economic growth. A redemption
fee is charged if a shareholder sells shares held less than 90 days.
o ACNielsen Common Stock Fund - The ACNielsen Common Stock Fund invests in
the common stock of ACNielsen Corporation and approved short-term
instruments to provide for liquidity. Ownership is measured in units of the
fund instead of shares of stock. 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. Transaction fees related to
investments in the ACNielsen Common Stock Fund are charged against the
fund's assets. The charges are reflected in the total rates of return.
o Asset Manager Fund - The Asset Manager Fund is an asset allocation mutual
fund. The goal of the fund is to provide high total return with reduced
risk over the long term. The fund invests in all basic types of
investments: stocks, bonds, and short term and money market instruments.
The fund can have anywhere from 30% to 70% in stocks, 20% to 60% in bonds
and 0% to 50% in short-term/money market class.
o Asset Manager: Growth Fund - The Asset Manager: Growth Fund is an asset
allocation mutual fund. The goal of the fund is to provide maximum total
return over the long term. The fund invests in all basic types of
investments: stocks, bonds, and short-term and money market instruments.
Its more aggressive approach focuses on stocks for the potential of high
returns. The fund can have anywhere from 50% to 100% in stocks, 0% to 50%
in bonds and 0% to 50% in short-term/money market class.
o Asset Manager: Income Fund - The Asset Manager: Income Fund is an asset
allocation mutual fund. The goal of the fund is to provide high current
income while considering the potential for long-term growth. The fund
invests in all basic types of investments: stocks, bonds, and short-term
and money market instruments. The fund's approach focuses on bonds and
short-term and money market instruments for current income.
o Legacy Fund - At December 31, 1997, ACNielsen exercised its right to
close this fund and requested all participants in the fund to transfer
their balances to one or more of the other investment options. The final
distribution from the Legacy Fund commenced in January 1998. The Legacy
Fund replaced the Dun & Bradstreet Common Stock Fund in The Profit
Participation Plan of The Dun & Bradstreet Corporation and was
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. Ownership was
measured in units of the fund instead of shares of stock. Participants
could not make additional contributions or transfers to this fund.
Transaction fees related to investments in the Legacy Fund were charged
against the fund's assets. The charges were reflected in the total rates
of return. All distributions from the Legacy Fund were made in cash.
o Spartan U.S. Equity Index Fund - Effective March 1, 1998 another fund,
Spartan US Equity Index Fund, became an available investment option for all
participants. The Spartan U.S. Equity Index Fund is an equity index fund
that normally invests at least ninety percent (90%) of its assets in stocks
of companies that compose the Standard & Poor's 500 Index. The goal of the
fund is to have a total return which corresponds to that of the Standard &
Poor's 500.
Participants are able to reallocate their entire account balances in multiples
of 1% among the funds on a daily basis subject to the 50% limit on investments
in the ACNielsen Common Stock 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 11.00% and terms
ranged from 11 months to 117 months as of December 31, 1998.
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 $5,000 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.
Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, registered investment companies, 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 are paid by the Plan. Trustee fees and
other expenses of administering the Plan may be borne by the Plan or the
Company.
Note 3. 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 4. Reconciliation of Financial Statements to Form 5500
As of December 31, 1998, the Plan had no pending distributions to participants
who elected to withdraw from the Plan. Therefore, there were no reconciling
items between the accompanying financial statements and Form 5500.
Note 5. Investment Income
For the year ended December 31, 1998, the Plan assets increased in value by
$14,835,136 which represented interest and dividends, realized gains/losses and
unrealized appreciation/depreciation for the investments.
Note 6. 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 8 contracts with interest
rates from 6.15% to 7.33% and maturities from April 1999 to October 2000 as of
December 31, 1998. There are no reserves against contract value for credit risk
of the contract issuer or otherwise.
Note 7. Significant Investments
For the year ended December 31, 1998, the Plan had the following investments
which represented more than five percent of the net assets available for plan
benefits:
Fund Market Value
Growth & Income Fund $43,686,479
Managed Income Fund 19,787,480
Blue Chip Fund 7,960,455
Note 8. Tax Status
On December 18, 1997, the Company received a favorable determination letter in
which the Internal Revenue Service stated 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 9. Master Trust
A master trust exists between Fidelity Management Trust Company, the ACNielsen
Corporation Savings Plan and the ACNielsen Corporation Employee Stock Ownership
Plan.
Schedule 1
ACNIELSEN CORPORATION
SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
EIN 06-1454128
PLAN #001
Description of Investment Maturity Date Interest Rate Cost Market/Contract
- ----------------------------------------------------------------------------------------------------------------
Common Stock:
ACNielsen Stock Fund $2,401,257 $3,319,659
----------------------------------
Total Common Stock 2,401,257 3,319,659
Insurance Contracts:
Fidelity Portfolio 687,212 687,212
Fidelity IPL 11,064,709 11,064,709
John Hancock GAC # 8776 3-Apr-00 6.22% 981,533 981,533
Metropolitan Life GAC # 24710 1-Apr-99 7.33% 1,250,977 1,250,977
Metropolitan Life GAC # 24712 2-Oct-00 6.15% 577,654 577,654
Metropolitan Life GAC # 24714 2-Oct-00 6.75% 1,388,848 1,388,848
New York Life GAC # 30644 1-Oct-99 7.19% 725,243 725,243
New York Life GAC # 30644-002 3-Apr-00 6.25% 888,803 888,803
Principal Mutual GAC # 4-26119-04 30-Sep-99 7.24% 913,949 913,949
Principal Mutual GAC # 4-26119-05 1-Oct-00 6.40% 1,308,552 1,308,552
----------------------------------
Total Insurance Contracts 19,787,480 19,787,480
Registered Investment Companies
Growth & Income Fund 32,309,046 43,686,479
OTC Portfolio Fund 2,502,462 3,033,155
Blue Chip Fund 6,471,344 7,960,455
Asset Manager Fund 1,281,777 1,221,887
Low-Priced Stock Fund 3,811,939 3,605,026
Asset Manager: Growth Fund 1,896,289 1,845,841
Emerging Markets Fund 408,980 311,863
Diversified International Fund 2,348,346 2,441,592
Asset Manager: Income Fund 1,534,909 1,533,311
Spartan US Equity Index 1,472,204 1,646,734
----------------------------------
Total Registered Investment Companies 54,037,296 67,286,343
Cash Equivalents:
Fidelity Institutional Cash Portfolio 791,368 791,368
----------------------------------
Total Cash Equivalents 791,368 791,368
Loans To Participants * - 1,969,043
Total Investments $77,017,401 $93,153,893
==================================
<FN>
*Interest rates of 8.00% to 11.00% and durations of 11 months to 117 months
The accompanying notes to financial statements are an integral part of this
schedule.
</FN>
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
Arthur Andersen LLP
Stamford, Connecticut,
June 2, 1999