SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NIELSEN MEDIA RESEARCH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a(6)(i)(4) 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:
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total Fee Paid:
________________________________________________________________________________
|_| Fee paid previously with preliminary materials
|_| 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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[LOGO] NIELSEN MEDIA RESEARCH
299 PARK AVENUE
NEW YORK, NEW YORK 10171
August 5, 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 Special Meeting is being called to consider
and vote upon a proposal to effect a one-for-three reverse stock split.
The Notice of Special Meeting and the Proxy Statement accompanying this
letter describe more fully 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,
/s/ JOHN A. DIMLING
--------------------------------------
JOHN A. DIMLING
President and Chief
Executive Officer
<PAGE>
[LOGO] NIELSEN MEDIA RESEARCH
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 consider and 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,
/s/ STEPHEN J. BOATTI
--------------------------------------
STEPHEN J. BOATTI
Senior Vice President, Chief Legal
Officer and Secretary
Dated: August 5, 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 5, 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.
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 167,722,935 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 $10,000 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.
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<TABLE>
NIELSEN MEDIA RESEARCH SECURITY OWNERSHIP BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of 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 Common
Stock at July 1, 1998 (the "5% Owners"). Stock ownership information is based upon (i) the number of
shares of Common stock held by such directors and executive officers as of July 1, 1998 and (ii) the
number of shares of Common Stock held by 5% Owners based upon a Schedule 13G filed by such 5% Owners
with the Securities and Exchange Commission. Please note that in certain cases shares required under
rules of the Securities and Exchange Commission to be shown as beneficially owned are shares as to
which the indicated person holds only rights to acquire within 60 days through exercise of stock
options. 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 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.
<CAPTION>
Number of Shares
Subject to Options
Number of Shares Exercisable Within
Name of Beneficial Owner Positions Beneficially Owned 60 Days
- ------------------------ --------- ------------------ ------------------
<S> <C> <C> <C>
Stephen J. Boatti ...... Senior Vice President, Chief Legal
Officer and Secretary 864 485,278
Barry P. Cook .......... Senior Vice President and Chief
Research Officer 710 0
James R. Craigie ....... Director 0 0
John A. Dimling ........ President and Chief Executive
Officer; Director 2,051 40,618
Stuart J. Goldshein .... Vice President and Controller 873 0
William G. Jacobi ...... Chairman; Director 6,742 0
Robert A. Lane ......... Vice President-Finance and Treasurer 523 0
John A. Loftus ......... Senior Vice President and Chief
Communications Officer 0 0
Peter A. Lund .......... Director 0 0
Michael D. Moore ....... Director 0 0
M. Bernard Puckett ..... Director 4,376(1) 1,007
Anita M. Rubino ........ Senior Vice President and Chief
Human Resources Officer 103 0
Robert E. Weissman ..... Director 176,593 0
Thomas W. Young ........ Executive Vice President and
Chief Financial Officer 0 0
FMR Corporation ........ 18,355,768(2) --
82 Devonshire Street
Boston, MA 02109
- ------------
(1) Includes 776 shares of restricted stock granted under the Non-Employee Directors' Stock Incentive
Plan, which shares are scheduled to vest on November 15, 2001.
(2) 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. Based on this
Schedule 13G, at December 31, 1997, Fidelity owned approximately 10.21% of the Common Stock
outstanding on July 1, 1998. 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.
</TABLE>
2
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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.
The Company was separated from Cognizant Corporation ("Cognizant") 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.
PRINCIPAL EFFECTS OF REVERSE STOCK SPLIT
The principal effects of the Reverse-Split Proposal will be:
1. Based upon the 167,722,935 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 662 @ 3%,
and thereafter approximately 55,907,645 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 14% of NMR's authorized Common Stock whereas the Old Common
Stock currently issued and outstanding represents approximately 42% of the
authorized Common Stock. After giving effect to the Reverse-Split Proposal,
approximately 344,092,355 shares of New Common Stock will be available for
future issuance by the Board of Directors without further action by the
Shareholders. The Company has no present plans to issue shares of Common
Stock except in connection with employee benefit plans.
3. As of the Record Date, there were outstanding options to purchase
an aggregate of 42,304,497 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 14,101,499 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.
One of the effects of the existence of unissued and unreserved NMR Common
Stock, NMR Preferred Stock and NMR Series Common Stock may be to enable the
Board of Directors of Nielsen Media Research to issue shares to persons friendly
to current management, which issuance could render more difficult or discourage
an attempt to obtain control of the Company by means of a merger, tender offer,
proxy contest or otherwise, and thereby protect the
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<PAGE>
continuity of the Company's management and possibly deprive the Shareholders of
opportunities to sell their shares of NMR Common Stock at prices higher than
prevailing market prices. Such additional shares also could be used to dilute
the stock ownership of persons seeking to obtain control of the Company pursuant
to the operation of the Nielsen Media Research Shareholder Rights Plan, which
was originally adopted by Cognizant in 1996.
If approved and implemented, the Reverse Split Proposal may leave certain
Shareholders with one or more "odd lots" of New Common Stock (i.e., stock in
amounts of less than 100 shares). These odd lots may be more difficult to sell,
or require greater transaction costs per share to sell, than shares in even
multiples of 100.
If the Reverse-Split Proposal is approved, 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 Time").
REASONS FOR THE REVERSE-SPLIT PROPOSAL
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 Time, 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 Time
to evidence ownership of whole shares of New Common Stock in the appropriately
reduced number, except that until such certificates are exchanged, as described
below, a holder will not have a right to receive dividends or other
distributions that may be payable to holders of record. 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. The
Exchange Agent will furnish Shareholders of record at the Effective Time with
the necessary materials and instructions advising them of the procedure for
surrendering stock certificates
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in exchange for new certificates representing the ownership of New Common Stock.
Shareholders will not have to pay a transfer fee or other fee in connection with
the exchange of certificates. SHAREHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES
FOR EXCHANGE UNTIL REQUESTED TO DO SO.
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 day of the
Effective Time. 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.
Upon the surrender of stock certificates representing Old Common Stock,
certificates representing New Common Stock will be delivered. At the same time
or as soon as possible thereafter, any cash payment for a fractional share will
be paid (without interest). In addition, until they have surrendered their stock
certificates for exchange, Shareholders will not be entitled to receive any
dividends or other distributions, if any, that may be declared and payable to
holders of record.
Any Shareholder whose certificate for Old Common Stock has been lost,
destroyed or stolen, will be entitled to issuance of a certificate representing
the shares of New Common Stock into which such shares will have been converted
upon compliance with such requirements as NMR and the Exchange Agent customarily
apply in connection with lost, stolen or destroyed certificates.
There were approximately 10,704 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.
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
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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.
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 for inclusion in the proxy materials related to the
NMR Annual Meeting of Shareholders in 1999 must be received by NMR no later than
November 12, 1998.
Under NMR's by-laws, a Shareholder proposal not intended to be included in
the proxy materials for the NMR Annual Meeting of Shareholders in 1999 must be
received by NMR no later than February 2, 1999. Any such proposal must also
comply with the other provisions contained in NMR's by-laws relating to
Shareholder proposals.
August 5, 1998
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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 immediately
prior thereto and each three shares held immediately prior
thereto 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"), 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, provided,
however, that no dividends or other distributions shall be
received by a person holding shares of New Common Stock until the
certificates previously representing shares of Old Common Stock
have been so surrendered for exchange.
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 day of 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.
<PAGE>
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.
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
2
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- --------------------------------------------------------------------------------
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)
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<PAGE>
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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 Plan.
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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 plans 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__________________ , 1998
_____________________________
_____________________________
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.
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