

       As filed with the Securities and Exchange Commission on January 24, 2001.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                   SCHEDULE TO
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                                (Amendment No. 3)
                            ------------------------
                              ACNIELSEN CORPORATION
                            (Name of Subject Company)
                            ------------------------
                            ARTIST ACQUISITION, INC.
                                    VNU N.V.
            (Names of Filing Persons (identifying status as offeror,
                            issuer or other person))
                            ------------------------
                     Common Stock, Par Value $.01 Per Share
           (Including the Associated Preferred Share Purchase Rights)
                         (Title of Class of Securities)
                            ------------------------
                                    004833109
                      (CUSIP Number of Class of Securities)

         Th.C.M. van Kampen, Esq.                          James Ross, Esq.
                 VNU N.V.                                     VNU, Inc.
                P.O. Box 1                                   770 Broadway
              200 MA Haarlem                           New York, New York 10003
              The Netherlands                               (646) 654-5000
           (011) 31-23-546-3463
          (Name, Address and Telephone Number of Persons Authorized to
        Receive Notices and Communications on Behalf of filing persons)
                            ------------------------
                                   Copies to:

                                John Madden, Esq.
                               Clare O'Brien, Esq.
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                                 (212) 848-4000


                            CALCULATION OF FILING FEE

================================================================================
      Transaction Valuation*                         Amount of Filing Fee**
- --------------------------------------------------------------------------------
         $2,334,104,773.35                                 $466,820.95
================================================================================

*    Estimated for purposes of calculating the amount of the filing fee only.
     The fee was calculated by multiplying $36.75, the per share tender offer
     price, by the 57,830,966 currently outstanding shares of Common Stock
     sought in the Offer, which gives an aggregate consideration of
     $2,125,288,000.50 (the "Common Stock Consideration"). The Common Stock
     Consideration was then added to the product of $16.11, the per share
     consideration for the options (after deduction of the option exercise price
     of $20.64), and 12,961,935, the number of options that will be vested as of
     December 22, 2000, to arrive at a total transaction value of
     $2,334,104,773.75.

** Calculated as 1/50 of 1% of the transaction value.

[X]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

<PAGE>

<TABLE>
<CAPTION>

<S>                      <C>                  <C>             <C>
Amount Previously Paid:  $466,820.95          Filing Party:   VNU N.V., Artist Acquisition, Inc.
                         ------------------                 ------------------------------------------
Form or Registration No.: Schedule TO         Date Filed:     December 22, 2000
                          -----------------                 ------------------------------------------
</TABLE>

Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:

[X]     third-party tender offer subject to Rule 14d-1.

[ ]     issuer tender offer subject to Rule 13c-4

[ ]     going-private transaction subject to Rule13e-3.

[ ]     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer.     [  ]
================================================================================


<PAGE>


         This Amendment No. 3 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on December 22, 2000 (the "Schedule TO") and as amended by Artist
Acquisition, Inc., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of VNU N.V., a corporation organized under the laws of the
Netherlands ("Parent"). The Schedule TO relates to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of ACNielsen Corporation, a Delaware corporation (the "Company"), at
a purchase price of $36.75 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated December
22, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal,
copies of which are filed as Exhibits (a)(1)(i) and (ii) to the Schedule TO
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer"). Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in the Offer to
Purchase or in the Schedule TO.

Item 4.  Terms of the Transaction

         Item 4 of the Schedule TO is hereby amended and supplemented by the
following:

         On January 24, 2001, Parent issued a press release announcing the
extension of the Offer until 12:00 midnight, New York City time, Tuesday,
February 6, 2001. Parent also announced that it had been advised by Citibank,
N.A., the depositary for the Offer, that as of the close of business on January
23, 2001, a total of 44,431,060 shares of common stock of the Company, or
approximately 74.6% of the 59,577,043 shares issued and outstanding had been
tendered. The foregoing description of the press release, which is attached
hereto as Exhibit (a)(5)(iii), is incorporated by reference herein.

Item 11. Additional Information

         Item 11 of the Schedule TO is hereby amended and supplemented by the
following:

         On January 23, 2001, Parent received a letter from the Company,
asserting its right under the Merger Agreement to request that Purchaser extend
the expiration date of the Offer for 10 Business Days because the condition to
the Offer relating to the issuance of a decision under Article 6(1)(b) or 8(2)
of the EC Merger Regulation had not been satisfied at the scheduled expiration
date of the Offer.

                  [Remainder of page intentionally left blank]

<PAGE>

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  January 24, 2001

                                         ARTIST ACQUISITION, INC.



                                         By  /s/  James Ross
                                           -------------------------------------
                                           Name:  James Ross
                                           Title: General Counsel

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  January 24, 2001

                                         VNU N.V.



                                         By  /s/  Frans J.G.M. Cremers
                                           -------------------------------------
                                           Name:  Frans J.G.M. Cremers
                                           Title: Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

Exhibit  No.
- ------------

(a)(1)(i)        Offer to Purchase dated December 22, 2000.*

(a)(1)(ii)       Form of Letter of Transmittal.*

(a)(1)(iii)      Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)       Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                 Companies and Other Nominees.*

(a)(1)(v)        Form of Letter from Brokers, Dealers, Commercial Banks, Trust
                 Companies and Nominees to Clients.*

(a)(1)(vi)       Form of Guidelines for Certification of Taxpayer Identification
                 Number on Substitute Form W-9.*

(a)(1)(vii)      Summary Advertisement as published in The Wall Street Journal
                 on December 22, 2000.*

(a)(5)(i)        Press Release issued by Parent on December 18, 2000
                 (incorporated by reference to exhibit 99.1 of the Schedule TO-C
                 filed by Parent on December 18, 2000).

(a)(5)(ii)       Presentation by Parent to analysts and investors on December
                 18, 2000, (incorporated by reference to exhibit 99.2 of the
                 Schedule TO-C filed by Parent on December 18, 2000).

(a)(5)(iii)      Press Release issued by Parent on January 24, 2001.

(b)              Revolving Credit Facility Agreement, dated December 17, 2000,
                 between Merrill Lynch International and Parent.*

(d)(i)           Agreement and Plan of Merger, dated as of December 17, 2000,
                 among Parent, Purchaser and the Company.*

(d)(ii)          Letter Agreement, dated December 17, 2000, between ACNielsen
                 Corporation and Earl Doppelt.*

(d)(iii)         Letter Agreement, dated December 17, 2000, between ACNielsen
                 Corporation and Michael Connors.*

(d)(iv)          Letter Agreement, dated December 17, 2000, between ACNielsen
                 Corporation and Robert Chrenc.*

(d)(v)           Letter Agreement, dated December 17, 2000, between ACNielsen
                 Corporation and Nicholas Trivisonno.*

- --------
* Incorporated by reference to Parent's Schedule TO, filed December 22, 2000.


