-----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, N8+8nTHySL681QvuTe5UKbJa7xsM1ZnpgjveXZih+ax8K93G9nddtKofwCPoNbG6 UI/VtRo96+1t0hMgzO3wyA== 0000947871-01-000116.txt : 20010226 0000947871-01-000116.hdr.sgml : 20010226 ACCESSION NUMBER: 0000947871-01-000116 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010223 GROUP MEMBERS: ACNIELSEN CORPORATION GROUP MEMBERS: NIELSEN MEDIA RESEARCH, INC. GROUP MEMBERS: VNU N V GROUP MEMBERS: VNU N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETRATINGS INC CENTRAL INDEX KEY: 0001095480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770461990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-57383 FILM NUMBER: 1552777 BUSINESS ADDRESS: STREET 1: 890 HILLVIEW CT STREET 2: STE 300 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089570699 MAIL ADDRESS: STREET 1: 890 HILLVIEW CT STREET 2: STE 300 CITY: MILPITAS STATE: CA ZIP: 95035 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 13D/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 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 1)* NETRATINGS, INC. (Name of Issuer) COMMON STOCK $0.001 PAR VALUE (Title of Class of Securities) 64116M-10-8 (CUSIP Number) JAMES A. ROSS VNU, INC. 770 BROADWAY NEW YORK, NEW YORK 10003 (646) 654-5000 --------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 16, 2001 (Date of Event Which Requires Filing of This Statement) - -------------------- * 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 disclosures provided in a prior cover page. The information required on 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 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 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box. { } Note. Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 2 CUSIP NO. 64116M-10-8 SCHEDULE 13D - -------------------------------------------------------------------------------- (1) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only) Nielsen Media Research, Inc. (EIN: 06-1450569) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC AF - -------------------------------------------------------------------------------- (5) Check box if Disclosure of Legal Proceeding is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 Number of --------------------------------------------- Shares (8) Shared Voting Power Owned 20,830,595* by Each --------------------------------------------- Reporting (9) Sole Dispositive Power Person With 0 --------------------------------------------- (10) Shared Dispositive Power 20,830,595* --------------------------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by each Reporting Person 20,830,595* - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 63.9% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- - ----------------- * The number of shares beneficially owned includes 1,640 shares of Common Stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after this filing. See Item 5 for further details regarding the options. 3 CUSIP NO. 64116M-10-8 SCHEDULE 13D - -------------------------------------------------------------------------------- (1) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only) ACNielsen Corporation (EIN: 06-1454128) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds AF - -------------------------------------------------------------------------------- (5) Check box if Disclosure of Legal Proceeding is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 Number of --------------------------------------------- Shares (8) Shared Voting Power Owned 20,830,595** by Each --------------------------------------------- Reporting (9) Sole Dispositive Power Person With 0 --------------------------------------------- (10) Shared Dispositive Power 20,830,595** --------------------------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by each Reporting Person 20,830,595** - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 63.9% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- - ---------------- ** The number of shares beneficially owned includes 1,640 shares of Common Stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after this filing. See Item 5 for further details regarding the options. 4 CUSIP NO. 64116M-10-8 SCHEDULE 13D - -------------------------------------------------------------------------------- (1) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only) VNU N.V. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds BK - -------------------------------------------------------------------------------- (5) Check box if Disclosure of Legal Proceeding is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization The Netherlands - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 Number of --------------------------------------------- Shares (8) Shared Voting Power Owned 20,830,595# by Each --------------------------------------------- Reporting (9) Sole Dispositive Power Person With 0 --------------------------------------------- (10) Shared Dispositive Power 20,830,595# --------------------------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by each Reporting Person 20,830,595# - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 63.9% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- - ---------------- # The number of shares beneficially owned includes 1,640 shares of Common Stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after this filing. See Item 5 for further details regarding the options. 5 ITEM 1 SECURITY AND ISSUER This Amendment No. 1 to the Schedule 13D, dated January 3, 2000, of VNU N.V. and Nielsen Media Research, Inc. (the "Schedule 13D") is filed to reflect information required pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Act"), relating to the common stock, par value $.001 per share (the "Common Stock"), of NetRatings, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 830 Hillview Court, Suite 300, Milpitas, California 95035. ITEM 2 IDENTITY AND BACKGROUND Item 2 is hereby amended in its entirety to read as follows: "This statement is being filed on behalf of Nielsen Media Research, Inc., a Delaware corporation ("NMR"), ACNielsen Corporation, a Delaware corporation ("ACNielsen") and VNU N.V., a Netherlands corporation ("VNU", and, together with NMR and ACNielsen, the "Reporting Persons"). A copy of the Joint Filing Agreement between the Reporting Persons is annexed hereto as Exhibit 1. NMR's principal business and office address is 299 Park Avenue, New York, New York 10171. NMR is principally engaged in the business of providing television audience measurement and related services in the United States and Canada. ACNielsen's principal business and office address is 177 Broad Street, Stamford, Connecticut 06901. ACNielsen is principally engaged in the business of delivering market research information and analysis to the consumer products and services industries. VNU's principal business and office address is Ceylonpoort 5-25, 2037 AA Haarlem, The Netherlands. The telephone number of VNU at such location is 0ll 31 23 546 3463. VNU is principally engaged in the business of publishing and information services activities. VNU indirectly owns 100% of the voting stock of NMR and of ACNielsen. NMR is a wholly-owned subsidiary of VNU, Inc. ("VNU, Inc."), which in turn is a wholly-owned subsidiary of VNU International B.V., which itself is a wholly owned subsidiary of VNU. VNU, Inc.'s principal business and office address is 770 Broadway, New York, New York 10003. The telephone number of VNU, Inc. at such location is (646) 654-5000. VNU, Inc. conducts VNU's business operations in the United States, including publishing and information services activities. VNU International B.V.'s principal business and office address is Ceylonpoort 5-25, 2037 AA Haarlem, The Netherlands. The telephone number of VNU International B.V. at such location is 011 31 23 546 3463. VNU International B.V. is a holding company, the principal business of which is to hold certain of VNU's investments and operations, including ACN Holdings Inc. and VNU, Inc. ACNielsen is a wholly-owned subsidiary of ACN Holdings Inc., which in turn is a wholly-owned subsidiary of VNU International B.V., which itself is a wholly-owned subsidiary of VNU. ACN Holdings Inc.'s principal business and office address is 770 Broadway, New York, New York 10003. The telephone number of ACN Holdings Inc. at such location is (646) 654-5000. ACN Holdings Inc. is a holding company which holds all of the shares of ACNielsen. 6 On February 15, 2001, as a result of a tender offer by VNU and its indirect wholly-owned subsidiary, Artist Acquisition, Inc., VNU acquired indirect beneficial ownership of approximately 96% of the outstanding shares of common stock of ACNielsen. On February 16, 2001, Artist Acquisition, Inc. merged with and into ACNielsen. Prior to February 16, 2001 ACNielsen was a filing person in respect of 1,997,868 shares of Common Stock of the Issuer. By virtue of the merger of Artist Acquisition, Inc. with and into ACNielsen, ACNielsen became an indirect wholly-owned subsidiary of VNU, and VNU became the beneficial owner of the 1,997,868 shares of Common Stock of the Issuer held by ACNielsen. Schedule A sets forth, with respect to each executive officer and director of the Reporting Persons (hereinafter, the "Related Persons"), such person's name, business address and present principal employment, the name and address of any corporation or other organization in which such employment is conducted and such person's citizenship. Neither the Reporting Persons, VNU, Inc., ACN Holdings Inc., VNU International B.V. nor, to the best knowledge of the Reporting Persons, any of the Related Persons, has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." ITEM 3 SOURCE AND AMOUNT OF CONSIDERATION Item 3 is hereby amended in its entirety to read as follows: "On February 15, 2001, as a result of a tender offer by VNU and its indirect wholly-owned subsidiary, Artist Acquisition, Inc., VNU acquired indirect beneficial ownership of approximately 96% of the outstanding shares of common stock of ACNielsen. On February 16, 2001, Artist Acquisition, Inc. merged with and into ACNielsen. Prior to February 16, 2001 ACNielsen was a filing person in respect of 1,997,868 shares of Common Stock of the Issuer. By virtue of the merger of Artist Acquisition, Inc. with and into ACNielsen, ACNielsen became an indirect wholly-owned subsidiary of VNU, and VNU became the beneficial owner of the 1,997,868 shares of Common Stock of the Issuer held by ACNielsen. The funds for VNU's and Artist Acquisition, Inc.'s tender offer and for the subsequent merger of Artist Acquisition, Inc. with and into ACNielsen were borrowed by VNU under a Revolving Credit Facility Agreement dated as of December 17, 2000 with Merrill Lynch International as agent and arranger and the banks from time to time parties thereto. VNU and certain of its affiliates advanced such funds via intercompany loans and capital contributions to Artist Acquisition, Inc. to fund the tender offer and subsequent merger. 7 The funds for NMR's purchase of Series C and Series D Preferred Stock of the Issuer described in Item 4 below were obtained from NMR's working capital. VNU and an affiliate of VNU borrowed the funds used to purchase the Common Stock through exercise of the Warrants and the Top-Off Right (as described in Item 4 below) under a Revolving Credit Facility Agreement dated as of August 15, 1999 with ABN-AMRO Bank ("ABN") and Merrill Lynch International as arrangers, ABN as agent and the banks from time to time parties thereto. VNU and the affiliate of VNU advanced such funds to NMR to fund the purchase of the Common Stock by NMR. Such Credit Facility has expired prior to the filing of this Amended Schedule 13D." ITEM 4 PURPOSE OF TRANSACTION Item 4 is hereby amended by the addition of the following paragraphs: "On February 15, 2001, as a result of a tender offer by VNU and its indirect wholly-owned subsidiary, Artist Acquisition, Inc., VNU acquired indirect beneficial ownership of approximately 96% of the outstanding shares of common stock of ACNielsen. On February 16, 2001, Artist Acquisition, Inc. merged with and into ACNielsen. Prior to February 16, 2001 ACNielsen was a filing person in respect of 1,997,868 shares of Common Stock of the Issuer. By virtue of the merger of Artist Acquisition, Inc. with and into ACNielsen, ACNielsen became an indirect wholly-owned subsidiary of VNU, and VNU became the beneficial owner of the 1,997,868 shares of Common Stock of the Issuer held by ACNielsen. The Reporting Persons, VNU, Inc., VNU International B.V. and ACN Holdings Inc. do not have (and, to the best knowledge of the Reporting Persons, none of the Related Persons has) any present plans or proposals which relate to or would result in any of the actions or events specified in clauses (a) through (i) of the Instructions to Item 4 to Schedule 13D or any action similar to those enumerated in those clauses." ITEM 5 INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended in its entirety to read as follows: "(a) The Reporting Persons are the beneficial owners of 20,830,595 shares of Common Stock, constituting approximately 63.9% of the issued and outstanding shares of Common Stock outstanding as of November 10, 2000 based upon information obtained from the Issuer's Form 10Q for the period ending September 30, 2000. 8 To the best knowledge of the Reporting Persons, the Related Persons are the beneficial owners, in the aggregate, of 8,640 shares of Common Stock, constituting less than 1% of the issued and outstanding shares of Common Stock as of November 10, 2000, as follows: Name Number of Shares - ---- ---------------- John A. Dimling 3,500 Thomas A. Mastrelli 0 Gerald S. Hobbs 0 James O'Hara 0 Stephen J. Boatti 2,000 Anita M. Rubino 750 John A. Loftus 750 Piet A.W. Roef 0 Peter A.F.W. Elverding 0 Theo G.G.M. Bouwman 0 Peter J. van Dun 0 Aad G. Jacobs 0 Frank L.V. Meysman 0 Lien M.W.M. Vos-van Gortel 0 Joep L. Brentjens 0 Rob F. van den Bergh 0 Frans J.G.M. Cremers 0 Nicholas L. Trivisonno 0 Michael P. Connors 1,640 Earl H. Doppelt 0 Robert J. Chrenc 0 (b) NMR directly owns 18,832,727 shares of the Common Stock of the Issuer. ACNielsen directly owns 1,997,868 shares of the Common Stock of the Issuer. VNU may be deemed to share voting and dispositive power with NMR and ACNielsen over the 18,832,727 and 1,997,868## shares of the Common Stock of the Issuer directly held by NMR and ACNielsen, respectively, as a result of VNU's indirect ownership of 100% of the voting securities of each of NMR and ACNielsen. Each of the Related Persons, except Michael P. Connors, who owns shares in the Issuer as described in response to Item 5(a) above has sole voting and dispositive power over the shares of the Common Stock of the Issuer owned by such Related Person. Mr. Connors, an employee of ACNielsen, is a director of the Issuer and holds options to acquire 5,000 shares of Common Stock of the Issuer. ACNielsen has the power to direct the exercise of these options as well as the disposition of the shares issuable upon exercise thereof. Of these 5,000 shares, 1,640 are issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after this filing and are therefore included in the information in Items 7 through 13 on the cover page hereof. The remaining 3,360 shares are not currently beneficially owned by Mr. Connors or ACNielsen for purposes of Section 13(d) of the Act because the options covering these shares are not currently exercisable and will not become exercisable within 60 days after this filing. (c) Other than as reported in Item 4, there were no transactions in the Common Stock that were effected by any Reporting Person or any Related Person during the past 60 days. - ----------------------- ## See following discussion relating to 1,640 options to buy shares of Common Stock of the Issuer held by Michael P. Connors, an employee of ACNielsen, which are included in the number of shares beneficially owned by ACNielsen. 9 (d) Not applicable. (e) Not applicable." ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended by the addition of the following paragraph: "Mr. Connors, an employee of ACNielsen, is a director of the Issuer and holds options to acquire 5,000 shares of Common Stock of the Issuer. ACNielsen has the power to direct the exercise of these options as well as the disposition of the shares issuable upon exercise thereof. Of these 5,000 shares, 1,640 are issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after this filing and are therefore included in the information in Items 7 through 13 on the cover page hereof. The remaining 3,360 shares are not currently beneficially owned by Mr. Connors or ACNielsen for purposes of Section 13(d) of the Act because the options covering these shares are not currently exercisable and will not become exercisable within 60 days after this filing." ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended in its entirety to read as follows: "The following materials are filed as exhibits to this statement of beneficial ownership on Schedule 13D and are either attached hereto or are incorporated by reference to registration statements or periodic reports of the Issuer or the Reporting Persons filed with the Securities and Exchange Commission, as permitted under Rule 12b-32 of the general rules and regulations under the Securities Exchange Act of 1934, as amended. a. Joint Filing Agreement between NMR, ACNielsen and VNU dated February 21, 2001; b. Operating Agreement; c. First Warrant; d. Second Warrant; e. Second Restated Rights Agreement dated September 22, 1999; f. Series C Preferred Stock Purchase Agreement dated as of August 5, 1999; g. Series D Preferred Stock Purchase Agreement dated September 22, 1999; h. Top-Off Agreement; i. Closing Agreement; j. Second Restated Stockholders Agreement dated September 22, 1999; and 10 k. Revolving Credit Facility Agreement, dated as of August 15, 1999 among VNU, VNU Ireland, ABN-AMRO Bank N.V., Merrill Lynch International and Merrill Lynch Capital Corporation. l. Revolving Credit Facility Agreement, dated as of December 17, 2000 among VNU and Merrill Lynch International." 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 23, 2001 NIELSEN MEDIA RESEARCH, INC. By: /s/ Stephen J. Boatti ------------------------------ Name: Stephen J. Boatti Title: Senior Vice President & Secretary ACNIELSEN CORPORATION By: /s/ Thomas A. Mastrelli ------------------------------ Name: Thomas A. Mastrelli Title: Director VNU N.V. By: /s/ Frans J.G.M. Cremers ------------------------------ Name: Frans J.G.M. Cremers Title: Chief Financial Officer 12 SCHEDULE A i. DIRECTORS AND EXECUTIVE OFFICERS OF NMR - EACH OF THE FOLLOWING PERSONS IS A CITIZEN OF THE UNITED STATES OF AMERICA. THE BUSINESS ADDRESS OF EACH SUCH PERSON IS C/O NIELSEN MEDIA RESEARCH, INC., 299 PARK AVENUE, NEW YORK, NEW YORK 10171 EXCEPT THAT THE BUSINESS ADDRESS OF MESSRS. HOBBS AND MASTRELLI IS C/O VNU, INC., 770 BROADWAY, NEW YORK, NEW YORK 10003.
- ------------------------------------------------------------------------------------------------------------ Name and Principal Business Present Principal Employment, if Address; Citizenship Position with NMR not Stated at Left - ------------------------------------------------------------------------------------------------------------ John A. Dimling President and Chief Executive Officer; Director - ------------------------------------------------------------------------------------------------------------ Thomas A. Mastrelli Director Chief Operating Officer, VNU, Inc. - ------------------------------------------------------------------------------------------------------------ Gerald S. Hobbs Director Chairman of the Board of Directors and Chief Executive Officer, VNU, Inc. - ------------------------------------------------------------------------------------------------------------ James O'Hara Senior Vice President and Chief Financial Officer - ------------------------------------------------------------------------------------------------------------ Stephen J. Boatti Senior Vice President, Chief Legal Officer and Secretary - ------------------------------------------------------------------------------------------------------------ Anita M. Rubino Senior Vice President and Chief Human Resources Officer - ------------------------------------------------------------------------------------------------------------ John A. Loftus Senior Vice President and Chief Communications Officer - ------------------------------------------------------------------------------------------------------------
13 ii. DIRECTORS AND EXECUTIVE OFFICERS OF ACNIELSEN CORPORATION - EACH OF THE FOLLOWING PERSONS IS A CITIZEN OF THE UNITED STATES. THE BUSINESS ADDRESS OF EACH SUCH PERSON IS C/O ACNIELSEN CORPORATION, 177 BROAD STREET, STAMFORD, CT 06901, EXCEPT THAT THE BUSINESS ADDRESS OF THOMAS A. MASTRELLI IS C/O VNU, INC., 770 BROADWAY, NEW YORK, NY 10003.
- ------------------------------------------------------------------------------------------------------------ Name and Principal Business Present Principal Employment, if Address; Citizenship Position with ACNielsen not Stated at Left - ------------------------------------------------------------------------------------------------------------ Thomas A. Mastrelli Director Chief Operating Officer, VNU, Inc. - ------------------------------------------------------------------------------------------------------------ Nicholas L. Trivisonno Chief Executive Officer - ------------------------------------------------------------------------------------------------------------ Michael P. Connors Vice Chairman - ------------------------------------------------------------------------------------------------------------ Robert J. Chrenc Executive Vice President and Chief Financial Officer - ------------------------------------------------------------------------------------------------------------ Earl H. Doppelt Executive Vice President and General Counsel - ------------------------------------------------------------------------------------------------------------
14 iii. DIRECTORS AND EXECUTIVE OFFICERS OF VNU - EXCEPT AS OTHERWISE INDICATED, EACH OF THE FOLLOWING PERSONS IS A CITIZEN OF THE NETHERLANDS, AND THE BUSINESS ADDRESS OF EACH SUCH PERSON IS C/O VNU N.V., CEYLONPOORT 5-25, 2037 AA HAARLEM, P.O. BOX 1, 2000MA HAARLEM, THE NETHERLANDS
- ------------------------------------------------------------------------------------------------------------------- Name and Principal Business Present Principal Employment, if Address; Citizenship Position with VNU not Stated at Left - ------------------------------------------------------------------------------------------------------------------- Piet A.W. Roef Chairman of the Supervisory Board - ------------------------------------------------------------------------------------------------------------------- Aad G. Jacobs Vice Chairman of the Supervisory Board - ------------------------------------------------------------------------------------------------------------------- Peter J. van Dun Supervisory Director - ------------------------------------------------------------------------------------------------------------------- Frank L.V. Meysman Supervisory Director Director and Executive Vice President (citizen of Belgium) of Sara Lee Corporation, Chicago, Illinois (consumer products) - ------------------------------------------------------------------------------------------------------------------- Lien M.W.M. Vos-van Gortel Supervisory Director Member, Council of State (The Netherlands) - ------------------------------------------------------------------------------------------------------------------- Joep L. Brentjens Supervisory Director - ------------------------------------------------------------------------------------------------------------------- Peter A.F.W. Elverding Supervisory Director - ------------------------------------------------------------------------------------------------------------------- Rob F. van den Bergh Chairman of the Executive Board of Directors and Chief Executive Officer - ------------------------------------------------------------------------------------------------------------------- Frans J.G.M. Cremers Executive Director and Chief Financial Officer - ------------------------------------------------------------------------------------------------------------------- Gerald S. Hobbs Executive Director (citizen of USA) - ------------------------------------------------------------------------------------------------------------------- Theo G.G.M. Bouwman Executive Director - ------------------------------------------------------------------------- -----------------------------------------
15 EXHIBIT INDEX EXHIBIT NO. TITLE - ---------- ----- 1. Joint Filing Agreement between NMR, ACNielsen and VNU dated February 21, 2001 2. Operating Agreement between the Issuer and NMR dated as of August 15, 1999 (incorporated herein by reference to Exhibit 10.9 of the Issuer's Registration Statement on Form S-1/A No. 333-87717, dated October 20, 1999) 3. Common Stock Purchase Warrant issued to NMR, expiring December 31, 2001 (incorporated herein by reference to Exhibit 10.10 of the Issuer's Registration Statement on Form S-1/A No. 333-87717, dated October 20, 1999) 4. Common Stock Purchase Warrant issued to NMR, expiring December 31, 2004 (incorporated herein by reference to Exhibit 10.11 of the Issuer's Registration Statement on Form S-1/A No. 333-87717, dated October 20, 1999) 5. Second Registration Rights Agreement dated September 22, 1999 (incorporated herein by reference to Exhibit 4.1 of the Issuer's Registration Statement on Form S-1 No. 333-87717, dated September 24, 1999) 6. Series C Preferred Stock Purchase Agreement dated as of August 5, 1999 (incorporated herein by reference to Exhibit 10.7 of the Issuer's Registration Statement on Form S-1 No. 333-87717, dated September 24, 1999) 7. Series D Preferred Stock Purchase Agreement dated as of September 22, 1999 (incorporated herein by reference to Exhibit 10.8 of the Issuer's Registration Statement on Form S-1 No. 333-87717, dated September 24, 1999) 8. Agreement between the Issuer and NMR dated November 9, 1999 (incorporated herein by reference to Exhibit 4.4 of the Issuer's Registration Statement on Form S-1/A No. 333-87717, dated November 15, 1999) 9. Closing Agreement between the Issuer and NMR dated December 21, 1999 (incorporated herein by reference to Exhibit 9 of the Schedule 13D, dated January 3, 2000, of VNU and NMR, relating to the Common Stock of the Issuer) 10. Second Restated Stockholders Agreement dated September 22, 1999 (incorporated herein by reference to Exhibit 4.2 of the Issuer's Registration Statement on Form S-1 No. 333-87717, dated September 24, 1999) 11. Revolving Credit Facility Agreement, dated as of August 15, 1999 among VNU, VNU Ireland, ABN-AMRO Bank N.V., Merrill Lynch International and Merrill Lynch Capital Corporation (incorporated herein by reference to Exhibit 99(b) to the Schedule 14D-1 filed by Niner Acquisition, Inc., VNU, USA, Inc. and VNU N.V. on August 20, 1999 with respect to NMR (file No. 011-12275)) 16 12. Revolving Credit Facility Agreement, dated as December 17, 2000 among VNU, Merrill Lynch International (incorporated herein by reference to Exhibit (b) to the Schedule TO filed by Artist Acquisition, Inc. and VNU N.V. on December 22, 2000 with respect to ACNielsen (file No. 005-47591) 17 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this amended statement on Schedule 13D dated February 21, 2001 with respect to the Common Stock of NetRatings, Inc. is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to an in accordance with the provisions of Rule 13(d)-1(f) under the Securities Exchange Act of 1934, as amended. Date: February 21, 2001 NIELSEN MEDIA RESEARCH, INC. By: /s/ Stephen J. Boatti ------------------------------ Name: Stephen J. Boatti Title: Senior Vice President & Secretary ACNIELSEN CORPORATION By: /s/ Thomas A. Mastrelli ------------------------------ Name: Thomas A. Mastrelli Title: Director VNU N.V. By: /s/ Frans J.G.M. Cremers ------------------------------ Name: Frans J.G.M. Cremers Title: Chief Financial Officer 18 -----END PRIVACY-ENHANCED MESSAGE-----