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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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NIELSEN MEDIA RESEARCH, INC.
(NAME OF SUBJECT COMPANY)
NIELSEN MEDIA RESEARCH, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
653929307
(CUSIP NUMBER OF CLASS OF SECURITIES)
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STEPHEN J. BOATTI
SENIOR VICE PRESIDENT,
CHIEF LEGAL OFFICER AND SECRETARY
NIELSEN MEDIA RESEARCH, INC.
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 708-7500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
JOEL S. HOFFMAN, ESQ.
JOHN G. FINLEY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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This Amendment supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 previously filed by Nielsen Media Research, Inc. dated August 20,
1999. Capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby supplemented by adding the following:
The Question and Answer dated September 1, 1999 filed as an Exhibit to the
Schedule 14D-9 is being furnished to employees of the Company to provide
information relating to the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following additional exhibit is filed herewith:
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Exhibit 99.8 Question and Answer dated September 1, 1999 furnished to employees of the
Company.
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1
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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<S> <C> <C>
NIELSEN MEDIA RESEARCH, INC.
By: /s/ STEPHEN J. BOATTI
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Name: Stephen J. Boatti
Title: Chief Legal Officer
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Dated: September 1, 1999
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EXHIBIT INDEX
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<S> <C>
Exhibit 99.8 Question and Answer dated September 1, 1999 furnished to employees of the
Company.
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EXHIBIT 99.8
TO: ALL NIELSEN MEDIA RESEARCH EMPLOYEES
RE: VNU TENDER OFFER
Many questions have been generated by the tender offer information that was
recently mailed directly to Nielsen Media Research shareholders by VNU.
Please refer to the Q&A below for information regarding this material. If
you have additional questions, please call the Information Agent named in the
Offer to Purchase document:
MCKENZIE PARTNERS, INC
(212) 929-5500 OR (800) 322-2885
Additionally, a more comprehensive, generalized Nielsen Media Research/VNU
FAQ will be distributed shortly to all Nielsen Media Research employees.
Q & A / TENDER OFFER
Q: I'm a current Nielsen Media Research shareholder. I recently received some
information in the mail regarding a tender offer. What is this about? What
do I need to do?
A: The tender offer is the means being used by VNU to buy all Nielsen Media
Research shares held by shareholders. It's simply an offer to purchase your
shares at $37.75 per share.
The action you need to take to participate in the offer depends on the
manner in which you own your shares:
1. If you're a current participant in the Nielsen Media Research Common
Stock Fund of the Savings Plan, you recently received a package
containing information about tendering these shares to VNU. There is a
form to complete and mail to Bankers Trust, indicating your intentions
for the shares. Also enclosed in the package is a Letter of Transmittal.
This letter is for information purposes only. Please don't complete it or
mail it back with the other documents.
2. Under a separate mailing from Smith Barney, you'll receive information
to tender the shares in your Employee Stock Purchase Plan Account. Again,
you don't need to fill out the Letter of Transmittal, but only a sheet of
instructions to Smith Barney.
3. If you hold Nielsen Media Research shares in a stockbroker's account,
your broker will forward the tender offer information to you. You should
follow the instructions sent by your broker. Most likely, you won't need
to fill out the Letter of Transmittal but only a sheet of instructions to
your broker.
4. If you hold other Nielsen Media Research shares directly, you should
receive a separate mailing for those. In the case of directly owned
shares, you'll have to fill out the Letter of Transmittal and follow the
other instructions to tender your shares to VNU.
5. If you hold Nielsen Media Research restricted shares, you aren't
permitted to tender them to VNU. Instead, the value of restricted shares
will be paid at the time of their current vesting schedule. At the time
of vesting, you'll receive the proceeds based on a sale price of $37.75
(less applicable taxes), provided your employment hasn't been terminated
for "cause" or in a way that isn't an "Eligible Termination" under the
Career Transition Plan.
Nielsen Media Research's Board of Directors has unanimously approved the
merger agreement and the offer, and determined that the offer is fair and in the
best interests of the stockholders of the company. The Board has recommended
that shareholders accept the offer and tender their shares pursuant to the
offer.
September 1, 1999
