<SUBMISSION>
<ACCESSION-NUMBER>0000950123-01-000928
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20010207
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACNIELSEN CORP
<CIK>0001019878
<ASSIGNED-SIC>8700
<IRS-NUMBER>061454128
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
<ACT>34
<FILE-NUMBER>005-47591
<FILM-NUMBER>1526705
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>177 BROAD STREET
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
<PHONE>2038344200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>177 BROAD ST
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>ACNIELSEN CORP
<CIK>0001019878
<ASSIGNED-SIC>8700
<IRS-NUMBER>061454128
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>SC 14D9/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>177 BROAD STREET
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
<PHONE>2038344200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>177 BROAD ST
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>y45113a4sc14d9a.txt
<DESCRIPTION>AMEND #4 TO SCHEDULE 14D-9: ACNIELSEN/ACNIELSEN
<TEXT>

<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                            ------------------------

                                 SCHEDULE 14D-9

                                 (RULE 14d-101)
                     SOLICITATION/RECOMMENDATION STATEMENT
                             UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 4)

                            ------------------------

                             ACNIELSEN CORPORATION
                           (NAME OF SUBJECT COMPANY)

                             ACNIELSEN CORPORATION
                      (NAME OF PERSON(S) FILING STATEMENT)

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
           (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
                         (TITLE OF CLASS OF SECURITIES)

                                   004833109
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

                             EARL H. DOPPELT, ESQ.
                            EXECUTIVE VICE PRESIDENT
                              AND GENERAL COUNSEL
                             ACNIELSEN CORPORATION
                                177 BROAD STREET
                          STAMFORD, CONNECTICUT 06901
                                 (203) 961-3000
                 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
               AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
                   BEHALF OF THE PERSON(S) FILING STATEMENT)

                                    COPY TO:

                               RICHARD A. GARVEY
                                 JOHN G. FINLEY
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                         NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000

Check the box if the filing relates solely to preliminary communication made
before the commencement of a tender offer.  [ ]

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

     This Amendment No. 4 (the "Amendment") amends and supplements the Schedule
14D-9 filed with the Securities and Exchange Commission on December 22, 2000
(the "14D-9"), as amended by Amendments No. 1, No. 2 and No. 3 to the 14D-9
filed on January 16, 18 and 24, 2001, respectively, by ACNielsen Corporation
(the "Company"), relating to the tender offer by Artist Acquisition, Inc.
("Purchaser"), a Delaware corporation and a wholly owned subsidiary of VNU N.V.
("Parent") to purchase all outstanding shares of common stock, par value $.01
per share (the "Shares"), of 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 the related Letter of Transmittal (which, together with any
supplements or amendments thereto, collectively constitute the "Offer"). The
Offer is described in a Tender Offer Statement on Schedule TO (as amended or
supplemented from time to time, the "Schedule TO"), filed by the Purchaser with
the Securities and Exchange Commission on December 22, 2000.

ITEM 8.  ADDITIONAL INFORMATION

     Item 8(b) of the 14D-9 is hereby amended and supplemented by the following:

     On February 6, 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 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.

     On February 7, 2001, Parent issued a press release announcing the extension
of the Offer until 12:00 midnight, New York City time, Wednesday, February 14,
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 February 6, 2001,
a total of 55,527,922 shares of common stock of the Company, or approximately
93% of the 59,577,043 shares issued and outstanding had been tendered. The
foregoing press release is filed as Exhibit (a)(7)hereto.
<PAGE>   3

ITEM 9.  EXHIBITS.

     The following exhibit is filed herewith:

<TABLE>
<C>           <S>
      (a)(7)  Press Release, dated February 7, 2001 (incorporated by
              reference to Exhibit (a)(5)(iv) to Amendment No. 4. to the
              Schedule TO filed on February 7, 2001.)
</TABLE>

                                   SIGNATURE

     After reasonable 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.

                                          ACNIELSEN CORPORATION

                                          By: /s/ Earl H. Doppelt
                                            ------------------------------------
                                            Name: Earl H. Doppelt
                                            Title: Executive Vice President and
                                              General Counsel

Dated: February 7, 2001
<PAGE>   4

                                 EXHIBIT INDEX
<TABLE>
<C>           <S>

      (a)(7)  Press Release, dated February 7, 2001 (incorporated by
              reference to Exhibit (a)(5)(iv)to Amendment No. 4 to the
              Schedule TO filed on February 7, 2001).
</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
