SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant /x/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/x/ Preliminary Proxy Statement /_/ Confidential, for Use of the
Commission Only (as Permitted
by Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Nielsen Media Research, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
/x/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/_/ Fee paid previously with preliminary materials.
<PAGE>
/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
Nielsen Media Research, Inc.
299 Park Avenue
New York, New York 10171
August __, 1998
Dear Shareholder:
You are cordially invited to attend the Special Meeting of
Shareholders of Nielsen Media Research, Inc. on August 26, 1998 at 9:30 A.M.
at 1209 Orange Street, Wilmington, Delaware.
The Notice of Special Meeting and Proxy Statement accompanying this
letter describe the business to be acted upon at the Special Meeting.
Please promptly vote, date, sign and return your proxy for the
Special Meeting even if you plan to attend. You may vote in person at that
time if you wish.
Sincerely,
JOHN A. DIMLING
President and Chief
Executive Officer
<PAGE>
Nielsen Media Research, Inc.
299 Park Avenue
New York, New York 10171
____________
NOTICE OF SPECIAL MEETING
____________
A Special Meeting of Shareholders of Nielsen Media Research, Inc.
(the "Company") will be held on August 26, 1998 at 9:30 A.M. at 1209 Orange
Street, Wilmington, Delaware, to take action on the following matter:
To consider and vote upon a proposal to authorize an
amendment to the Company's Restated Certificate of
Incorporation to effect a reverse stock split that would
result in the reclassification of each three (3) shares of
Common Stock held into one (1) share.
The Board of Directors has fixed the close of business on July 31,
1998 as the record date for determination of Shareholders entitled to notice
of, and to vote at, the Special Meeting.
By Order of the Board of Directors
STEPHEN J. BOATTI
Senior Vice President, Chief Legal
Officer and Secretary
Dated: August __, 1998
<PAGE>
___________
PROXY STATEMENT
___________
General
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board of Directors") of Nielsen Media
Research, Inc. ("NMR" or the "Company") of proxies for the Special Meeting of
Shareholders (the "Special Meeting") to be held on August 26, 1998. These
proxy materials are being mailed to you and the other Shareholders on or
about August __, 1998. The principal executive offices of NMR are located at
299 Park Avenue, New York, New York 10171 and its telephone number is (212)
708-7500.
Proxy Voting
A proxy allows you as a Shareholder to vote on significant matters
even if you cannot attend the Special Meeting. However, sending in a signed
proxy will not prevent you from attending the Special Meeting and voting in
person. You have the right to revoke a proxy at any time before it is
exercised by signing and returning a proxy bearing a later date, by giving
written notice of revocation to the Secretary of the Company, or by attending
the Special Meeting and voting in person. Proxies must be filed with the
secretary of the Special Meeting prior to or at the commencement of the
Special Meeting.
All properly signed proxies not revoked will be voted at the Special
Meeting in accordance with your instructions. A proxy which you sign and
return as a Shareholder of record without instructions marked in the boxes
will be voted, as to the proposal specified in the proxy, in accordance with
the recommendations of the Board of Directors as outlined in this Proxy
Statement. If any other proposals are properly brought before the Special
Meeting and submitted to a vote, all proxies will be voted in accordance with
the judgment of the persons voting those proxies.
The second sentence of the previous paragraph does not apply to any
NMR shares you hold in the Nielsen Media Research, Inc. Savings Plan or the
IMS Health Incorporated Savings Plan (the "Savings Plans"). If you have
Savings Plan contributions invested in NMR Common Stock, the proxy will serve
as a voting instruction for the trustee of the respective Savings Plan, as
well as a proxy for any shares registered in your own name. If a proxy
covering shares in the Savings Plans has not been received prior to August
20, 1998 or if you sign and return it without instructions marked in the
boxes, the trustee will vote the respective Savings Plan shares in the same
proportion as the Savings Plan shares for which it has received instructions,
except as otherwise required by law.
<PAGE>
Record Date, Quorum and Voting Requirements
Only holders of record of NMR Common Stock, par value $.01 per share
(the "Common Stock"), at the close of business on July 31, 1998 (the "Record
Date") are eligible to vote at the Special Meeting. As of the close of
business on the Record Date, NMR had outstanding _______ shares of Common
Stock. Each share of Common Stock is entitled to one vote per share.
Proxy Solicitation
Employees of NMR may communicate with you and other Shareholders to
solicit your proxies. NMR also has retained Georgeson & Company Inc. to
assist in the solicitation of proxies for a fee estimated at $_______ plus
expenses. NMR will pay all expenses related to proxy solicitation. NMR and
Georgeson & Company Inc. will request banks and brokers to solicit proxies
from their customers where appropriate and will reimburse them for reasonable
out-of-pocket expenses.
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF
INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT
The Board of Directors of NMR has approved a proposal (the "Reverse-
Split Proposal") authorizing, subject to Shareholder approval, an amendment
to NMR's Restated Certificate of Incorporation (the "Certificate of
Incorporation") to effect a reverse stock split of NMR's outstanding shares
of Common Stock, by reclassifying each three outstanding shares of Common
Stock held ("Old Common Stock") into one share of new Common Stock ("New
Common Stock"). The certificate of amendment ("Certificate of Amendment") to
effect the Reverse-Split Proposal is in the form attached to this Proxy
Statement as Appendix A. Approval of the Reverse-Split Proposal by
Shareholders requires the affirmative vote of the holders of a majority of
the outstanding shares of the Common Stock. Neither abstentions from voting
nor broker non-votes will be counted as constituting any part of the required
affirmative vote.
General
The Company is presently authorized to issue up to 420,000,000 shares
of stock, of which 400,000,000 shares constitute shares of Common Stock,
10,000,000 shares constitute shares of Preferred Stock, par value $.01 per
share ("NMR Preferred Stock"), and 10,000,000 shares constitute shares of
Series Common Stock, par value $.01 per share ("NMR Series Common Stock").
The Reverse-Split Proposal would effect a reverse stock split on the basis of
one share of New Common Stock for each three shares of outstanding Old Common
Stock. The authorized number of shares of Common Stock, NMR Preferred Stock
and NMR Series Common Stock, however, will not change.
<PAGE>
Principal Effects of Reverse Stock Split
The principal effects of the Reverse-Split Proposal will be:
1. Based upon the _____ shares of Old Common Stock outstanding
as of the Record Date, the adoption of the Reverse-Split
Proposal would decrease the outstanding shares of Common
Stock by approximately 66 2/3%, and thereafter approximately
_____ shares of New Common Stock would be outstanding. The
reverse split will not affect any Shareholder's
proportionate equity interest in NMR, subject to the
provisions for the elimination of fractional shares as
described below.
2. NMR is authorized under the Certificate of Incorporation to
issue up to 400,000,000 shares of Common Stock. NMR is not
proposing to reduce the amount of its authorized Common
Stock. If the Reverse-Split Proposal is adopted, the New
Common Stock issued and outstanding will represent
approximately ___% of NMR's authorized Common Stock whereas
the Old Common Stock currently issued and outstanding
represents approximately ___% of the authorized Common
Stock. After giving effect to the Reverse-Split Proposal,
approximately ___ shares of New Common Stock will be
available for future issuance by the Board of Directors
without further action by the Shareholders.
3. As of the Record Date, there were outstanding options to
purchase an aggregate of _____ shares of Old Common Stock
under the Company's 1996 Key Employees' Stock Incentive
Plan, 1996 Replacement Plan for Certain Employees Holding
The Dun & Bradstreet Corporation Equity Based Awards, and
Non-Employee Directors' Stock Incentive Plan. After giving
effect to the Reverse Split Proposal there would be reserved
for issuance upon the exercise of options approximately
_____ shares of New Common Stock. Each outstanding option
would thereafter evidence the right to purchase one-third of
the number of shares of Old Common Stock previously covered
thereby and the exercise price per share would be three
times the previous exercise price.
If the Reverse-Split Proposal is approved and implemented, the
Certificate of Amendment amending the Certificate of Incorporation will be
filed with the Secretary of State of Delaware as soon as practicable
thereafter. The reverse stock split would become effective as of the close of
business on the date of such filing (the "Effective Date").
Reasons for the Reverse-Split Proposal
The Company was separated from Cognizant Corporation on July 1, 1998
as a result of the distribution of the businesses comprising IMS Health
Incorporated ("IMS Health"). The Company's current market price per-share
reflects a significant decrease from the market price per-share of Cognizant
Common Stock prior to the spin-off of IMS Health.
<PAGE>
The Board of Directors believes the Reverse-Split Proposal is
desirable for several reasons. The reverse stock split should increase the
acceptance of the NMR stock by the financial community and the investing
public and, accordingly, should enhance Shareholder value.
The adoption of the Reverse-Split Proposal would decrease the number
of shares outstanding and presumably increase the per-share market price for
the New Common Stock. Theoretically, the per-share market price should not,
by itself, affect the marketability of the stock, the type of investor who
acquires it, or the Company's reputation in the financial community, but in
practice this is not necessarily the case. Many institutional and other
investors look upon a stock trading below $10.00 as unduly speculative in
nature and, as a matter of policy, avoid investment in such stocks.
Moreover, some brokerage firms are reluctant to recommend lower-
priced securities to their clients and certain brokerage house policies may
tend to discourage individual brokers within firms from dealing in lower-
priced stocks. Some of those policies and practices pertain to the payment
of brokers' commissions and to time-consuming procedures that function to
make the handling of lower-priced stocks unattractive to brokers from an
economic standpoint. In addition, the structure of trading commissions also
tends to have an adverse impact upon retail holders of lower-priced stocks
because the brokerage commission on a sale of a lower-priced stock generally
represents a higher percentage of the sales price than the commission on a
relatively higher-priced issue.
Although there can be no assurance that the price of NMR's shares
after the reverse split will actually increase in an amount proportionate to
the decrease in the number of outstanding shares, the Reverse-Split Proposal
is intended to result in a price level for the New Common Stock that will
broaden investor interest and provide a market that will more closely reflect
NMR's underlying value. The Old Common Stock is presently listed for trading
on the New York Stock Exchange (the "NYSE") under the trading symbol "NMR",
and the New Common Stock is expected to be listed for trading on the NYSE
under the same symbol.
There can be no assurance that any or all of these effects will
occur, including, without limitation, that the market price per share of New
Common Stock after the reverse stock split will be three times the market
price per share of Old Common Stock before the reverse stock split, or that
such price will either exceed or remain in excess of the current market
price. Further, there is no assurance that the market for the Common Stock
will be improved. Shareholders should note that the Board of Directors
cannot predict what effect the reverse stock split will have on the market
price of the Common Stock.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
As soon as practicable after the Effective Date, Shareholders will be
notified and requested to surrender their Old Common Stock for new
certificates representing the number of shares of New Common Stock after the
reverse stock split. Until so surrendered, each current certificate
representing shares of Old Common Stock will be deemed for all corporate
purposes after such Effective Date to evidence ownership of New Common Stock
in the appropriately reduced number. First Chicago Trust Company of New York
will be appointed exchange agent (the "Exchange Agent") to act for
Shareholders in effecting the exchange of their certificates.
<PAGE>
NMR will not issue any fractional shares of New Common Stock. In
cases in which the Reverse-Split Proposal would otherwise result in any
Shareholder holding a fraction of a share, NMR will pay the Shareholder for
such fractional interest on the basis of the average closing market price of
the Old Common Stock on the NYSE for the 10 trading days immediately
preceding the Effective Date. The payment for each one-third of a share of
New Common Stock will be equal to such average closing price of one share of
Old Common Stock. Because the price of the Common Stock fluctuates, the
amount to be paid for fractional shares cannot be determined until such date
and may be greater or less than the price on the date that any Shareholder
executes a proxy.
There were approximately ___ Shareholders of record of NMR as of the
Record Date. The Reverse-Split Proposal, if adopted, is not expected to
cause a significant change in the number of Shareholders. NMR has no plans
for the cancellation or purchase of its shares from individuals holding a
nominal number of such shares if the Reverse-Split Proposal is adopted.
Certain Federal Income Tax Consequences
The following is a summary of the material federal income tax
consequences of the proposed reverse stock split. This summary does not
purport to be complete and does not address the tax consequences to holders
that are subject to special tax rules, such as banks, insurance companies,
regulated investment companies, personal holding companies, foreign entities,
nonresident alien individuals, broker-dealers and tax-exempt entities. This
summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations and proposed regulations, court decisions and
current administrative rulings and pronouncements of the Internal Revenue
Service ("IRS"), all of which are subject to change, possibly with
retroactive effect, and assumes that the New Common Stock will be held as a
"capital asset" (generally, property held for investment) as defined in the
Code. Holders of Old Common Stock are advised to consult their own tax
advisers regarding the federal income tax consequences of the proposed
reverse stock split in light of their personal circumstances and the
consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in
Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by NMR in connection with the
reverse split.
3. No gain or loss will be recognized by a Shareholder who exchanges all
of his or her shares of Old Common Stock solely for shares of New
Common Stock.
4. The aggregate basis of the shares of New Common Stock to be received
in the reverse split (including any fractional share deemed received)
will be the same as the aggregate basis of the shares of Old Common
Stock surrendered in exchange therefor.
5. The holding period of the shares of New Common Stock to be received
in the reverse split (including any fractional share deemed received)
will include the holding period of the shares of Old Common Stock
surrendered in exchange therefor.
<PAGE>
6. A holder of Common Stock receiving cash in lieu of a fractional share
will be treated as receiving the payment in connection with a
redemption of the fractional share, with the tax consequences of the
redemption determined under Section 302 of the Code. Unless the
payment is treated as a dividend, a holder of Common Stock will
generally recognize gain or loss upon such payment equal to the
difference, if any, between such Shareholder's basis in the
fractional share (as described in 4., above) and the amount of cash
received. Such gain or loss will be capital gain or loss and will be
long-term capital gain or loss if the Shareholder's holding period
(as described in 5., above) exceeds one year. A holder of Common
Stock receiving cash in lieu of a fractional share may be subject to
dividend treatment on such payment unless the redemption of the
fractional share is "not essentially equivalent to a dividend" under
Section 302 of the Code. Based on a published IRS ruling, dividend
treatment is unlikely if, taking into account the constructive
ownership rules set forth in Section 318 of the Code, (a) the
Shareholder's relative stock interest in the Company is minimal, (b)
the Shareholder exercises no control over the Company's affairs and
(c) there is a reduction in the Shareholder's proportionate interest
in the Company.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT
WITH HIS OR HER OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE
PROPOSED REVERSE STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE
LAWS OF ANY STATE, MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE REVERSE-SPLIT PROPOSAL.
NIELSEN MEDIA RESEARCH SECURITY OWNERSHIP BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of Old Common
Stock beneficially owned by each director of NMR, each executive officer of
NMR, by all such directors and executive officers as a group and by each
person known to NMR to beneficially own more than 5% of the outstanding
shares of Old Common Stock at July 1, 1998 (the "5% Owners"). Stock
ownership information is based upon (i) the number of shares of Old Common
stock held by such directors and executive officers as of July 1, 1998 and
(ii) the number of shares of Old Common Stock held by 5% Owners based upon a
Schedule 13G filed by such 5% Owners with the Securities and Exchange
Commission. Unless otherwise stated, the indicated persons have sole voting
and investment power over the shares listed. All directors and executive
officers of NMR as a group owned less than one percent of the Old Common
Stock on July 1, 1998. The mailing address for each of the NMR directors and
executive officers listed herein is 299 Park Avenue, New York, New York
10171.
<PAGE>
Number of Shares
Name of Beneficial Owner Beneficially Owned
Stephen J. Boatti . . . . . . . . . . . . . . . .
Barry P. Cook . . . . . . . . . . . . . . . . . .
James R. Craigie . . . . . . . . . . . . . . . .
John A. Dimling . . . . . . . . . . . . . . . . .
Stuart J. Goldshein . . . . . . . . . . . . . . .
William G. Jacobi . . . . . . . . . . . . . . . .
Peter A. Lund . . . . . . . . . . . . . . . . . .
Michael D. Moore . . . . . . . . . . . . . . . .
M. Bernard Puckett . . . . . . . . . . . . . . .
Robert E. Weissman . . . . . . . . . . . . . . .
Thomas W. Young . . . . . . . . . . . . . . . . .
FMR Corporation . . . . . . . . . . . . . . . . . 18,355,768<F1>
82 Devonshire Street
Boston, MA 02109
[FN]
- - -----------------
<F1> FMR Corporation ("FMR Corp.") and its wholly owned subsidiaries,
Fidelity Management & Research Company ("Fidelity") and Fidelity
Management Trust Company ("FMTC"), jointly filed a Schedule 13G with
the SEC on February 14, 1998. This Schedule 13G shows that Fidelity,
a registered investment adviser, beneficially owned at December 31,
1997, 17,116,190 shares of Common Stock. Edward C. Johnson, 3rd,
Chairman of FMR Corp., FMR Corp. and the registered investment
companies advised by Fidelity each has sole dispositive power (but no
voting power) over such shares. Voting power with respect to such
shares resides with the respective Boards of Trustees of each of the
Fidelity Funds. Mr. Johnson and FMR Corp. each has sole dispositive
power over 1,239,578 shares of Common Stock held by FMTC, a bank as
defined under the Securities Act which serves as investment manager
for institutional accounts, sole voting power over 749,378 of such
shares and no voting power over 490,200 of such shares.
OTHER MATTERS
NMR knows of no matters, other than those referred to herein, which
will be presented at the Special Meeting. If, however, any other appropriate
business should properly be presented at the Special Meeting, the persons
named in the enclosed form of proxy will vote the proxies in accordance with
their best judgment.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals intended to be presented at the NMR Annual
Meeting of Shareholders in 1999 must be received by NMR no later than
November 12, 1998.
August __, 1998
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NIELSEN MEDIA RESEARCH, INC.
Nielsen Media Research, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That by unanimous vote of the Board of
Directors of the Corporation, resolutions were duly adopted
setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Corporation, declaring
such amendment to be advisable and calling a special meeting
of the stockholders of the Corporation for consideration
thereof. The resolutions setting forth the proposed
amendment are as follows:
RESOLVED, that the Board of
Directors deems it advisable and in the
best interest of the Corporation to reduce
the number of outstanding shares of common
stock, par value $.01 per share, of the
Corporation by effecting a reverse stock
split of the Corporation's outstanding
shares of common stock by reclassifying
each three (3) shares of common stock held
into one (1) share of common stock, par
value $.01 per share; and further
RESOLVED, that the Board of Directors of
the Corporation hereby declares advisable that the
Restated Certificate of Incorporation of the
Corporation be amended by adding thereto the
following provisions:
"Immediately upon effectiveness of this
amendment to the Restated Certificate of
Incorporation of the Corporation pursuant
to the General Corporation Law of the State
of Delaware (the "Effective Time"), each
three shares outstanding and each three
shares held in the Corporation's treasury
of the Corporation's Common Stock, par
value $.01 per share ("Old Common Stock"),
shall automatically, without further action
on the part of the Corporation or any
holder of such Old Common Stock, be
reclassified into and become one new share
of the Corporation's Common Stock, par
value $.01 per share ("New Common Stock"),
<PAGE>
as constituted following the Effective
Time. The reclassification of the Old
Common Stock into New Common Stock will be
deemed to occur at the Effective Time,
regardless of when the certificates
previously representing such shares of Old
Common Stock are physically surrendered to
the Corporation in exchange for
certificates representing shares of New
Common Stock. After the Effective Time,
certificates previously representing shares
of Old Common Stock will, until such shares
are surrendered to the Corporation in
exchange for certificates representing
shares of New Common Stock, represent the
number and class of shares of New Common
Stock into which such shares of Old Common
Stock shall have been reclassified pursuant
to this amendment.
In any case in which the
reclassification of shares of Old Common
Stock into shares of New Common Stock would
otherwise result in any stockholder holding
a fractional share, the Corporation shall,
in lieu of issuing any such fractional
share, pay the stockholder for such
fractional share on the basis of the
average closing market price on the New
York Stock Exchange of the Old Common Stock
for the ten (10) trading days immediately
preceding the Effective Time with payment
for each one-third of a share of New Common
Stock being equal to the average closing
price of one share of Old Common Stock."
SECOND: That thereafter, pursuant to a resolution
of its Board of Directors, a special meeting of the
stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were
voted in favor of the adoption of the foregoing resolutions.
THIRD: That the foregoing amendment was duly
adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
FOURTH: This Certificate of Amendment shall become
effective at 5:00 p.m. Delaware time on the date on which it is filed
in the office of the Secretary of State of Delaware.
<PAGE>
IN WITNESS WHEREOF, Nielsen Media Research, Inc. has caused this
certificate to be signed by the President and Chief Executive Officer of
NIELSEN MEDIA RESEARCH, INC. this ___ day of August, 1998.
NIELSEN MEDIA RESEARCH, INC.
By:___________________________
John A. Dimling, President and
Chief Executive Officer
<PAGE>
NIELSEN MEDIA RESEARCH, INC.
PROXY/VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 26, 1998 AT 9:30 A.M. AT 1209 ORANGE STREET, WILMINGTON,
DELAWARE
JOHN A. DIMLING, THOMAS W. YOUNG and STEPHEN J. BOATTI, or any of
them, with full power of substitution are hereby authorized and/or
instructed to represent and/or vote all the shares of Common Stock of
Nielsen Media Research, Inc. which the undersigned is entitled to vote at
the Special Meeting of Shareholders on August 26, 1998, and at any
adjournment thereof:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
PROPOSAL IDENTIFIED IN ITEM (1).
(1) Proposal to amend Nielsen Media Research, Inc.'s Restated
Certificate of Incorporation to effect a reverse stock split that
would result in the reclassification of each three (3) shares of
Common Stock of Nielsen Media Research, Inc. held into one (1)
share. Mark only one.
FOR AGAINST ABSTAIN
(Please Turn Over and Sign)
<PAGE>
NIELSEN MEDIA RESEARCH, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. A PROXY WHICH IS SIGNED
AND RETURNED BY A SHAREHOLDER OF RECORD WITHOUT SPECIFICATION MARKED IN THE
INSTRUCTION BOXES WILL BE VOTED FOR ITEM (1).
Notice to Participants in the Savings Plans
The trustee of the Nielsen Media Research, Inc. Savings Plan and the
IMS Health Incorporated Savings Plan has agreed that this proxy will also
serve as voting instructions from participants in the plan who have plan
contributions for their accounts invested in Common Stock. Proxies covering
shares in the plans must be received prior to August 20, 1998. If a proxy
covering shares in the plans has not been received prior to August 20, 1998 or
if it is signed and returned without specification marked in the instruction
boxes, the trustee of the plans will vote the respective plan shares in the
same proportion as the respective shares in the plan for which it has received
instructions.
Date , 199_
Signature(s)
Please sign exactly as your name appears at
left. Joint owners should each sign.
Executors, administrators, trustees, etc.
should so indicate when signing and sign as
required by the authority held.
Proxy form begins on the reverse side.
Please vote, date, sign and return
immediately.
