-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TM4PXZy4brRu60rex0x5LQxa68NMemkvFZtrSOiJMo1DO8fnqkUk2SsPwv6WKNMj CUAZ9BUPQtGH5O/LKp5Pvg== 0000732812-97-000020.txt : 19970222 0000732812-97-000020.hdr.sgml : 19970222 ACCESSION NUMBER: 0000732812-97-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NYSE GROUP MEMBERS: CAPITAL GROUP COMPANIES INC ET AL GROUP MEMBERS: CAPITAL RESEARCH AND MANAGEMENT COMPANY 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47591 FILM NUMBER: 97527050 BUSINESS ADDRESS: STREET 1: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2038344200 MAIL ADDRESS: STREET 1: 187 DANBURY RD CITY: WINTON STATE: CT ZIP: 06897 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GROUP COMPANIES INC ET AL CENTRAL INDEX KEY: 0000732812 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 333 SO HOPE ST 52ND FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134869426 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL GROUP COMPANIES INC DATE OF NAME CHANGE: 19941104 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL GROUP INC DATE OF NAME CHANGE: 19930818 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20594 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ACNielsen Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 004833109 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Capital Group Companies, Inc. 86-0206507 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware 5 SOLE VOTING POWER 1,870,400 NUMBER OF SHARED VOTING POWER 6 SHARES BENEFICIALL NONE Y OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 6,402,230 SHARED DISPOSITIVE POWER 8 NONE AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 6,402,230 Beneficial ownership disclaimed pursuant to Rule 13d-4 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% TYPE OF REPORTING PERSON* 12 HC * SEE INSTRUCTION BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Research and Management Company 95-1411037 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware 5 SOLE VOTING POWER NONE NUMBER OF SHARED VOTING POWER 6 SHARES BENEFICIALL NONE Y OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 3,893,660 SHARED DISPOSITIVE POWER 8 NONE AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,893,660 Beneficial ownership disclaimed pursuant to Rule 13d-4 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% TYPE OF REPORTING PERSON* 12 IA * SEE INSTRUCTION BEFORE FILLING OUT! SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Item 1(a) Name of Issuer: ACNielsen Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 177 Broad Street Stamford, CT 06901 Item 2(a) Name of Person(s) Filing: The Capital Group Companies, Inc., Capital Research and Management Company Item 2(b) Address of Principal Business Office: 333 South Hope Street Los Angeles, CA 90071 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 004833109 Item 3 The person(s) filing is(are): (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (g) [X] Parent Holding Company in accordance with Section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership The Capital Group Companies, Inc., is the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over the securities reported in this Schedule 13G. The investment management companies, which include a "bank" as defined in Section 3(a)6 of the Securities Exchange Act of 1934 (the "Act") and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. The Capital Group Companies, Inc., does not have investment power or voting power over any of the securities reported herein; however, The Capital Group Companies, Inc., may be deemed to "beneficially own" such securities by virtue of Rule 13d-3 under the Act. Capital Research and Management Company, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and wholly owned subsidiary of The Capital Group Companies, Inc., is the beneficial owner of 3,893,660 shares or 6.8% of the 57,019,000 shares of Common Stock believed to be outstanding as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The remaining shares reported as being beneficially owned by The Capital Group Companies, Inc. are beneficially owned by other subsidiaries of The Capital Group Companies, Inc. listed under item 7, none of which by itself owns 5% or more of the outstanding securities. Item 5 Ownership of 5% or Less of a Class: [ ] Item 6 Ownership of More than 5% on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 1. Capital Research and Management Company is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of The Capital Group Companies, Inc. 2. Capital Guardian Trust Company is a bank as defined in Section 3(a)(6) of the Act and a wholly owned subsidiary of The Capital Group Companies, Inc. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of the Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: February 12, 1997 Signatu *Larry P. Clemmensen re: Name/Ti Larry P. Clemmensen, President tle: The Capital Group Companies, Inc. Date: February 12, 1997 Signatu *Paul G. Haaga, Jr. re: Name/Ti Paul G. Haaga, Jr., Executive Vice tle: President Capital Research and Management Company *By James P. Ryan Attorney-in-fact Signed pursuant to a Power of Attorney dated February 11, 1997 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by The Capital Group Companies, Inc. on February 12, 1997 with respect to AAR Corporation. AGREEMENT Los Angeles, CA February 12, 1997 The Capital Group Companies, Inc. ("CGC") and Capital Research and Management Company ("CRMC") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of Common Stock issued by ACNielsen Corporation. CGC and CRMC state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CGC and CRMC are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. THE CAPITAL GROUP COMPANIES, INC. BY: *Larry P. Clemmensen Larry P. Clemmensen, President The Capital Group Companies, Inc. CAPITAL RESEARCH AND MANAGEMENT COMPANY BY: *Paul G. Haaga, Jr. Paul G. Haaga, Jr., Executive Vice President Capital Research and Management Company *By James P. Ryan Attorney-in-fact Signed pursuant to a Power of Attorney dated February 11, 1997 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by The Capital Group Companies, Inc. on February 12, 1997 with respect to AAR Corporation. -----END PRIVACY-ENHANCED MESSAGE-----