-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000947871-01-000035.txt : 20010125
<SEC-HEADER>0000947871-01-000035.hdr.sgml : 20010125
ACCESSION NUMBER:		0000947871-01-000035
CONFORMED SUBMISSION TYPE:	SC TO-T/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010124
GROUP MEMBERS:		ARTIST ACQUISITION, INC.
GROUP MEMBERS:		VNU N V
GROUP MEMBERS:		VNU N.V.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACNIELSEN CORP
		CENTRAL INDEX KEY:			0001019878
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
		IRS NUMBER:				061454128
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC TO-T/A
		SEC ACT:		
		SEC FILE NUMBER:	005-47591
		FILM NUMBER:		1513859

	BUSINESS ADDRESS:	
		STREET 1:		177 BROAD STREET
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901
		BUSINESS PHONE:		2038344200

	MAIL ADDRESS:	
		STREET 1:		177 BROAD ST
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VNU N V
		CENTRAL INDEX KEY:			0001093410
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]

	FILING VALUES:
		FORM TYPE:		SC TO-T/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O VNU USA INC
		STREET 2:		1515 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	MAIL ADDRESS:	
		STREET 1:		C/O VNU USA INC
		STREET 2:		1515 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 3 TO SCHEDULE TO-T
<TEXT>


       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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)(III)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>





Press release

Date           January 24, 2001


               VNU ANNOUNCES EXTENSION OF TENDER OFFER FOR ACNIELSEN

               Haarlem, The Netherlands - VNU announced that its wholly owned
               subsidiary, Artist Acquisition, Inc., is extending its offer to
               purchase all outstanding shares of common stock of ACNielsen
               Corporation (NYSE: ART) for USD 36.75 per share, net to seller in
               cash, until 12:00 midnight, New York City time, on Tuesday,
               February 6, 2001. The offer had previously been scheduled to
               expire on January 23, 2001. The terms of the extended offer
               otherwise are identical to the offer as set forth in offering
               materials filed with the Securities and Exchange Commission on
               December 22, 2000, as amended.

               The waiting period with respect to the offer under the
               Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the 'HSR
               Act') expired at 11:59 p.m. on January 2, 2001. Accordingly, the
               condition to the offer requiring the expiration or termination of
               the waiting period under the HSR Act has been satisfied.

               VNU has received a positive advice from its Central Works'
               Council with respect to the bank facility and related guarantee
               being entered into by VNU in connection with the financing of the
               offer. Accordingly, the condition of the offer requiring positive
               advice of the Works' Council has been satisfied.

               VNU notified the European Commission of the transaction pursuant
               to the European Union Merger Control Regulation. In the absence
               of a finding by the European Commission that the transaction
               raises serious doubts as to its compatibility with the European
               Common Market, the European Commission will issue, or will be
               deemed to have issued, a decision declaring the transaction to be
               compatible with the European Common Market by February 12, 2001.

               According to Citibank N.A., the depositary for the offer, as of
               the close of business on January 23, 2001, a total of 44,431,060
               shares of common stock of ACNielsen, or approximately 75% of the
               59,577,043 shares issued and outstanding, had been validly
               tendered and not withdrawn pursuant to the offer (including
               shares tendered via guarantee of delivery).


               Press contacts:     Maarten Schikker, telephone + 31 23 546 36 00
               Investor Relations: Rob de Meel, telephone +31 23 546 36 68
               website:            news.vnu.com
                                   ------------


               VNU is one of the world's leading media and information companies
               and has leading market positions in marketing & media
               information, business information, directories, consumer
               information, as well as educational information. Worldwide, VNU
               employs approximately 16,000 people and has annual revenues of
               more than EUR 2.8 billion (1999).

               ACNielsen, with 21,000 employees and annual revenues of more than
               USD 1.5 billion, is the world's leading market research firm,
               offering measurement and analysis of marketplace dynamics,
               consumer attitudes and behavior, and new and traditional media in
               more than 100 countries. ACNielsen's clients include leading








               Corporate Communications
               P.O. Box 1, 2000 MA Haarlem, The Netherlands/
               Telephone +31 23 546 36 00/Fax +31 23 546 39 12
               news.vnu.com


<PAGE>


Press release

Date           January 24, 2001
Page           2 of 2


               consumer product manufacturers and retailers, service firms,
               media and entertainment companies and the Internet community.


               The offer for all the outstanding shares of ACNielsen common
               stock is being made through, and the foregoing announcement is
               qualified in its entirety by reference to, Artist Acquisition,
               Inc.'s Tender Offer Statement on Schedule TO, including the Offer
               to Purchase dated December 22, 2000, and the related letter of
               transmittal, which can be obtained for free, along with other
               filed documents, at the SEC's website www.sec.gov. ACNielsen
               stockholders should read the Offer to Purchase and related letter
               of transmittal in their entirety before making any decision as to
               whether to tender their shares into the offer.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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