ACNielsen Files Registration Statement With SEC; Form 10 Filing Reports Company's Historical Results

Business Wire, Oct 7, 1996

STAMFORD, Conn.--(BUSINESS WIRE)--Oct. 7, 1996--ACNielsen Corporation today filed a registration statement with the Securities and Exchange Commission that reports its historical operating results, forecasted capital structure and the terms of its proposed spin-off from The Dun & Bradstreet Corporation.

Dun & Bradstreet first announced plans to split into three publicly traded corporations -- ACNielsen, Cognizant Corp., and the "new" Dun & Bradstreet -- in January. The reorganization will enable each company to tailor its operating strategies and capital investments to meet the demands of its specific markets.

Dun & Bradstreet will distribute to its shareholders one share of ACNielsen common stock for every three shares of D&B common stock held on the record date. The dividend declaration and record dates will be set shortly. The spin-off remains targeted for an early November 1996 date. After the spin-off is completed, ACNielsen will trade on the New York Stock Exchange under the ticker symbol, "ART."

"As an independent company, we will focus all of our energies on improving shareholder value," said Nicholas L. Trivisonno, chairman and chief executive officer of ACNielsen. "Our new management team is leading an aggressive turnaround that is already returning ACNielsen to profitability, and putting us on a solid track to continued profitable growth. We're creating a dynamic company that is built to last."

In its filing with the SEC today, ACNielsen disclosed its historical financial statements, which present results of operations as though the company were a separate entity from D&B. These results differ from D&B's earlier pro-forma numbers, which were intended to give the financial community a sense of the ongoing operations of the three spin-off companies as separate entities.

ACNielsen had revenues of $644.2 million for the first six months of 1996, an increase of 5.4% from the $611.2 million recorded during the same period in 1995. The company's operating loss for the 1996 period was $7.7 million, a 30.0% improvement over an $11.0 million operating loss in 1995. ACNielsen posted a net loss of $17.5 million, or $0.31 per share, during the first half of 1996, compared with a $36.8 million loss, or $0.65 per share, in the first half of 1995.

In calculating its historical results, ACNielsen provided for a significantly higher income tax rate than the Federal Statutory rate, since the company has yet to recognize the tax benefits of its losses in the U.S. and in certain foreign countries. The company is in the process of implementing global tax-planning strategies that are expected to reduce its effective tax rate for 1996 to approximately 48%.

For the full year of 1995, ACNielsen's revenues were $1.3 billion. Excluding the impact of unusual items recorded in the third and fourth quarters, the company essentially broke even at the operating income line, and had a net loss of $65.4 million, or $1.16 per share, primarily due to the higher effective tax rate.

The 1995 unusual items, which were not reflected in the pro- forma information, included a $31.9 million provision ($24.2 million, after tax, or $0.43 per share) for severance payments in the third quarter, and write-offs in the fourth quarter of $152.2 million ($141.3 million, after tax, or $2.50 per share), which include asset impairment losses in connection with the adoption of SFAS No. 121, and an accrual for contractual obligations having no future economic benefit. Including these unusual items, the company's operating loss for 1995 was $184.0 million, and its net loss was $230.9 million, or $4.09 per share.

The results for the six-month periods of 1996 and 1995, and for the full year of 1995, also differ from the pro-forma numbers because they reflect the transfer of ACNielsen's Canadian television audience measurement business to Cognizant Corp., and D&B's allocation of certain corporate expenses related to ACNielsen's business. In addition, the results reflect higher taxes and interest expense than were included in the pro-forma results.

The registration statement also provided details on ACNielsen's forecasted capital structure. The company expects to have approximately $120 million of cash, $40 million of short- and long-term debt, and $408 million of shareholders' equity at November 1, 1996.

Initial cash resources, plus a debt capacity in excess of $150 million, are adequate to achieve the company's current objectives, Trivisonno said.

Attached to this release are schedules reporting the results of operations on a combined and geographic basis, together with the forecasted capital structure as of November 1, 1996. Reference is made to the Form 10 for additional information. In addition, reconciliations have been provided from management's pro-forma information to the historical operating results.

ACNielsen, offering services in over 90 countries and with 1995 revenues of $1.3 billion, is a global leader in delivering market research, information and analysis to the consumer products and service industries. -0-