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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 7)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER 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 26, 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.
Amount Previously Paid: $531,188
Form or Registration No.: Schedule 14D-1
Filing Part: Niner Acquisition, Inc., VNU USA, Inc. and VNU N.V.
Date Filed: August 20, 1999
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SCHEDULE 14D-1
CUSIP NO. 653929307
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(1) Name of Reporting Persons:
I.R.S. Identification No. of above person (Entities Only):
Niner Acquisition, Inc.--13-4073792
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(2) Check the appropriate box if a member of a group
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of funds
AF
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(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
/ /
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(6) Citizenship or place of origin:
Delaware
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(7) Aggregate amount beneficially owned by each reporting person:
54,733,956
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(8) Check box if the aggregate amount in row (7) excludes certain shares:
/ /
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(9) Percent of class represented to amount in row (7):
94.8%
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(10) Type of reporting person:
CO
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2
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SCHEDULE 14D-1
CUSIP NO. 653929307
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(1) Name of Reporting Persons:
I.R.S. Identification No. of above person (Entities Only):
VNU USA, Inc.--22-2145575
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(2) Check the appropriate box if a member of a group:
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of funds:
AF
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(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
/ /
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(6) Citizenship or place of organization:
New York
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(7) Aggregate amount beneficially owned by each reporting person:
54,733,956
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(8) Check box if the aggregate amount in row (7) excludes certain shares:
/ /
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(9) Percent of class represented to amount in row (7):
94.8%%
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(10) Type of reporting person:
CO
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3
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SCHEDULE 14D-1
CUSIP NO. 653929307
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(1) Name of Reporting Persons:
I.R.S. Identification No. of above person (Entities Only):
VNU N.V.--N/A
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(2) Check the appropriate box if a member of a group
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of funds
BK
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(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
/ /
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(6) Citizenship or place of origin:
The Netherlands
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(7) Aggregate amount beneficially owned by each reporting person:
54,733,956
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(8) Check box if the aggregate amount in row (7) excludes certain shares:
/ /
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(9) Percent of class represented to amount in row (7):
94.8%
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(10) Type of reporting person:
CO
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TENDER OFFER
This Amendment No. 7 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. The Schedule 14D-1, as amended by this Amendment No. 7, also
constitutes a Statement on Schedule 13D with respect to the acquisition by
Purchaser of beneficial ownership of the Shares pursuant to the Offer. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given to such terms in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
On October 26, 1999, Purchaser accepted for purchase and payment, pursuant
to its tender offer for all outstanding shares of the common stock of the
Company at $37.75 per share net to the seller in cash, all Shares of the
Company's common stock which were validly tendered and not withdrawn (including
shares pursuant to guarantee of delivery) as of the expiration of its tender
offer at 12:00 midnight, New York City time, on October 25, 1999. Purchaser
believes that approximately 54,733,956 shares, or 94.8% of the total issued and
outstanding Company shares on such date, were validly tendered pursuant to the
tender offer and not withdrawn.
On October 27, 1999, at 4:00 p.m., Eastern Standard Time (the "Effective
Time"), pursuant to the Merger Agreement (as defined in the Offer to Purchase),
the merger of Purchaser with and into the Company was consummated (the
"Merger"). As a result of the Merger, as of the Effective Time, (a) all issued
and outstanding Shares of the Company (other than shares held by the Company or
any of its subsidiaries, Shares held by Parent or any of its subsidiaries, or
Shares held by stockholders, if any, of the Company who exercise their
dissenters' rights pursuant to applicable provisions of Delaware law) were
automatically converted into the right to receive $37.75 per share in cash, and
(b) each issued and outstanding share of Purchaser was converted into one
validly issued, fully paid and nonassessable share of Common Stock of the
Company. Parent, the holder of all one thousand (1,000) shares of Common Stock
of the Purchaser, thus became the owner of one thousand (1,000) shares of Common
Stock of the Company, representing 100% of the issued and outstanding shares of
Common Stock of the Company.
5
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ITEM 10. ADDITIONAL INFORMATION.
Additionally, Item 10(f) is hereby amended and supplemented to include the
following information:
On October 25, 1999, Niner Acquisition, Inc., VNU USA, Inc. and VNU N.V.
entered into a Joint Filing Agreement, a copy of which is filed as
Exhibit (c)(4) to the Schedule 14D-1, which relates to the Statement on
Schedule 13D that has been filed herewith in connection with the Offer.
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)(14) Press Release of VNU dated October 26, 1999.
(a)(15) Press Release of VNU dated October 27, 1999.
(c)(4) Joint Filing Agreement, dated as of October 25, 1999, among
Niner Acquisition, Inc., VNU USA, Inc. and VNU N.V.
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6
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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 28, 1999
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NINER ACQUISITION, INC.
By: /s/ THOMAS A. MASTRELLI
-----------------------------------------
Name: Thomas A. Mastrelli
Title: PRESIDENT
VNU USA, INC.
By: /s/ THOMAS A. MASTRELLI
-----------------------------------------
Name: Thomas A. Mastrelli
Title: CHIEF OPERATING OFFICER
VNU N.V.
By: /s/ FRANS CREMERS
-----------------------------------------
Name: Frans Cremers
Title: CHIEF FINANCIAL OFFICER
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EXHIBIT (A)(14)
FOR IMMEDIATE RELEASE
Contact: Georgina Challis-212-536-5199
VNU N.V. ANNOUNCES ACCEPTANCE FOR PURCHASE AND PAYMENT OF SHARES OF NIELSEN
MEDIA RESEARCH
NEW YORK, NEW YORK, OCTOBER 26, 1999--VNU N.V. announced today that its
indirect wholly owned subsidiary, Niner Acquisition, Inc., has accepted for
purchase and payment, pursuant to its tender for all of the outstanding shares
of common stock of Nielsen Media Research, Inc. (NYSE: NMR) at $37.75 per share
net to the seller in cash, all shares of Nielsen Media Research which were
validly tendered and not withdrawn as of the expiration of its tender offer at
12:00 midnight, New York City time, on October 25, 1999. VNU believes that
approximately 54,733,956 Nielsen Media Research shares, or 94.8% of the total
issued and outstanding Nielsen Media Research shares, were validly tendered
pursuant to the tender offer and not withdrawn (including shares pursuant to
guarantee of delivery). Payment for the tendered shares accepted in the offer
will be made as soon as practicable following the expiration date of the offer.
The tender offer will be followed by a merger of Niner Acquisition, Inc.
with and into Nielsen Media Research. Pursuant to the merger, those Nielsen
Media Research stockholders who did not tender their shares in the tender offer
and who do not seek appraisal of their shares pursuant to applicable provisions
of Delaware law will have their shares converted into the right to receive
$37.75 per share net to each stockholder in cash. Payment of such amount will be
made following the merger upon proper presentation of certificates representing
their shares to The Bank of New York, the Paying Agent for the Merger, together
with a properly completed letter of transmittal thereof.
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 televison, 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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EXHIBIT (A)(15)
FOR IMMEDIATE RELEASE
Contact: Georgina Challis--212-536-5199
VNU N.V. ANNOUNCES CONSUMMATION OF SECOND STEP MERGER WITH NIELSEN MEDIA
RESEARCH
NEW YORK, NEW YORK, OCTOBER 27, 1999 VNU N.V. announced today that,
pursuant to an Agreement and Plan of Merger, dated as of August 15, 1999, as
amended, by and among VNU USA, Inc., a wholly owned subsidiary of VNU N.V.,
Niner Acquisition, Inc., an indirect wholly owned subsidiary of VNU N.V., and
Nielsen Media Research, Inc. (NYSE: NMR), Niner Acquisition, Inc. has merged
with and into Nielsen Media Research with Nielsen Media Research surviving as an
indirect wholly owned subsidiary of VNU N.V.
As a result of the merger, any outstanding shares of Nielsen Media Research
common stock (other than shares for which appraisal is sought under applicable
provisions of Delaware law) not accepted for payment in connection with VNU's
tender offer for Nielsen Media Research common stock at $37.75 per share in
cash, are entitled to receive $37.75 per share in cash, upon presentation to The
Bank of New York, the Paying Agent for the merger, of appropriate documentation
by the holders of such Nielsen Media Research shares.
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 televison, 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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EXHIBIT (C)(4)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each of Niner
Acquisition, Inc., a Delaware corporation, VNU USA, Inc., a New York
corporation, and VNU N.V., a company organized under the laws of the
Netherlands, on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $0.01 per share,
of Nielsen Media Research, Inc., and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
25(th) day of October, 1999.
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NINER ACQUISITION, INC.
By: /s/ THOMAS A. MASTRELLI
---------------------------------------------
Name: Thomas A. Mastrelli
Title: President
VNU USA, INC.
By: /s/ THOMAS A. MASTRELLI
---------------------------------------------
Name: Thomas A. Mastrelli
Title: Chief Operating Officer
VNU.N.V
By: /s/ FRANS CREMERS
---------------------------------------------
Name: Frans Cremers
Title: Member of Executive Board
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