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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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NIELSEN MEDIA RESEARCH, INC.
(Name of Subject Company)
NINER ACQUISITION, INC.
VNU USA, INC.
VNU N.V.
(Bidders)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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653929307
(CUSIP Number of Class of Securities)
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JAMES ROSS
VICE PRESIDENT AND
GENERAL COUNSEL
VNU USA, INC.
1515 BROADWAY
NEW YORK, NY 10036
TELEPHONE: (212) 536-6700
FACSIMILE: (212) 536-5243
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
STEPHEN F. ARCANO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
OCTOBER 18, 1999
(Date of Event Which Requires Filing of Statement on Schedule 14D-1)
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TRANSACTION VALUE* AMOUNT OF FILING FEE**
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$2,655,938,245 $531,188
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* Estimated for purposes of calculating the amount of the filing fee only. The
filing fee calculation assumes the purchase of 70,355,980 shares of common
stock, $0.01 par value per share, including the associated share purchase
rights (the "Shares"), of Nielsen Media Research, Inc. at a price of $37.75
per Share in cash, without interest. Such amount reflects the purchase of
57,688,294 Shares outstanding and 12,667,686 Shares issuable pursuant to the
exercise of outstanding options.
** The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $531,188 Filing Part: Niner
Acquisition, Inc., VNU
USA, Inc. and VNU N.V.
Form or Registration No.: Schedule 14D-1 Date Filed: August 20, 1999
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CUSIP NO. 653929307
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
NINER ACQUISITION, INC. - 13-4073792
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(E) OR 2(F) / /
6 CITIZENSHIP OR PLACE OF ORIGIN
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
10 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 653929307
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
VNU USA, INC.- 22-2145575
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(E) OR 2(F) / /
6 CITIZENSHIP OR PLACE OF ORIGIN
NEW YORK
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
10 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 653929307
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
VNU N.V. - N/A
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(E) OR 2(F) / /
6 CITIZENSHIP OR PLACE OF ORIGIN
THE NETHERLANDS
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES / /
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
10 TYPE OF REPORTING PERSON
CO
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TENDER OFFER
This Amendment No. 5 to Tender Offer Statement on Schedule 14D-1 amends and
supplements the Tender Offer Statement on Schedule 14D-1 originally filed on
August 20, 1999 (the "Schedule 14D-1") by Niner Acquisition, Inc., a Delaware
corporation ("Purchaser") and wholly owned subsidiary of VNU USA, Inc., a New
York corporation ("Parent") and indirect wholly owned subsidiary of VNU N.V., a
company organized under the laws of the Netherlands ("VNU"). The Schedule 14D-1
relates to the offer by Purchaser to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Common Stock"), of Nielsen Media
Research, Inc., a Delaware corporation (the "Company"), together with the
associated preferred share purchase rights (the "Rights" and, together with the
Common Stock, the "Shares") issued pursuant to the Rights Agreement, dated as of
October 15, 1996 (the "Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as Rights Agent, at a price of $37.75 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated August 20, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer"), copies of
which were filed as Exhibits (a)(1) and (a)(2), respectively, to the
Schedule 14D-1. Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings given to such terms in the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by incorporating by reference
therein the press release issued by VNU on October 18, 1999, a copy of which is
filed as Exhibit (a)(12) to the Schedule 14D-1.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following at the
end thereof:
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(a)(12) Press Release of VNU dated October 18, 1999.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
correct and complete.
Dated: October 18, 1999
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NINER ACQUISITION, INC.
By: /s/ THOMAS A. MASTRELLI
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Name: Thomas A. Mastrelli
Title: PRESIDENT
VNU USA, INC.
By: /s/ THOMAS A. MASTRELLI
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Name: Thomas A. Mastrelli
Title: CHIEF OPERATING OFFICER
VNU N.V.
By: /s/ FRANS CREMERS
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Name: Frans Cremers
Title: MEMBER OF EXECUTIVE BOARD
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EXHIBIT (A)(12)
FOR IMMEDIATE RELEASE
Contact: Georgina Challis - 212-536-5199
VNU N.V. ANNOUNCES EXTENSION OF TENDER OFFER FOR
NIELSEN MEDIA RESEARCH
NEW YORK, NEW YORK, MONDAY, OCTOBER 18, 1999 - VNU N.V. announced today
that its indirect wholly owned subsidiary, Niner Acquisition, Inc., is extending
its offer to purchase all outstanding shares of common stock of Nielsen Media
Research, Inc. (NYSE: NMR) for $37.75 per share, net to seller in cash, until
12:00 midnight, New York City time, on Monday, October 25, 1999. The offer had
previously been scheduled to expire on October 15, 1999. The terms of the
extended offer otherwise are identical to the original offer as set forth in
offering materials filed with the Securities and Exchange Commission on
August 20, 1999.
As previously announced on October 14, 1999, VNU executed an agreement with
the staff of the Federal Trade Commission as to the terms of a consent decree
which will, if accepted by the Commission for public comment, allow VNU to
acquire Nielsen Media Research pursuant to its cash tender offer for all of
Nielsen Media Research's outstanding shares. The consent decree has been
submitted by the FTC staff to the Commission for its acceptance. The offer
remains subject to the satisfaction of certain other conditions.
According to The Bank of New York, the depositary for the offer, as of the
close of business on October 15, 1999, a total of 54,154,186 shares of common
stock of Nielsen Media Research, or approximately 93.9% of the 57,701,388 shares
issued and outstanding, had been validly tendered and not withdrawn pursuant to
the offer (including shares tendered via guarantee of delivery).
Questions and requests for assistance with respect to the offer may be
directed to MacKenzie Partners, Inc., the Information Agent for the offer, at
(212) 929-5500 (call collect) or (800) 322-2885, or to Merrill Lynch & Co., the
Dealer Manager for the offer, at (212) 236-3790 (call collect).
VNU N.V. is a Netherlands-based international publishing and information
company, whose operations include consumer and professional magazines,
newspapers, telephone directories and information services, educational
textbooks, marketing information services, trade shows and entertainment.
Worldwide, VNU employs approximately 15,000 people and has annual revenues of
more than NLG 5.3 billion (EUR 2.4 billion).
Nielsen Media Research, Inc. is the leading provider of television audience
measurement and related services in the United States and Canada. Its services
provide audience estimates for all national program sources, including broadcast
networks, cable networks, Spanish language television, and national syndicators.
Local ratings services estimate audiences for each of the 210 television markets
in the U.S., including electronic metered service in 47 markets. Nielsen Media
Research provides competitive advertising intelligence information through
Nielsen Monitor-Plus, and Internet usage and advertising information through
Nielsen//NetRatings. Additional information is available at
HTTP://WWW.NIELSENMEDIA.COM.
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