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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
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)
------------------------------
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 No. 2 amends and 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 3. IDENTITY AND BACKGROUND.
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following sentence at the end of the first paragraph under "Executive and
Employee Related Arrangements":
Under such other plans, Mr. Jacobi holds options to purchase a total of
410,916 Shares at an exercise price of $8.12 per share, with options for 136,966
of such Shares being exercisable on November 15, 2001 and the remaining options
being exercisable on November 15, 2002.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
incorporating by reference therein the joint press release issued by VNU and the
Company on September 7, 1999, a copy of which is filed as Exhibit 99.9 to the
Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following additional exhibit is filed herewith:
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Exhibit 99.9 Joint Press Release of VNU and the Company dated September 7, 1999.
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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 7, 1999
2
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EXHIBIT INDEX
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Exhibit 99.9 Joint Press Release of VNU and the Company dated September 7, 1999.
</TABLE>
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EXHIBIT 99.9
FOR IMMEDIATE RELEASE
CONTACTS
VNU USA: Georgina Challis, 212-536-5199
Nielsen Media Research
For Media: Jack Loftus, 212-708-7724
For Investors & Analysts: Eileen O'Connor, 212-708-7745
VNU N.V. AND NIELSEN MEDIA RESEARCH RECEIVE REQUEST FOR
ADDITIONAL INFORMATION UNDER HART-SCOTT-RODINO ACT
NEW YORK, SEPTEMBER 7, 1999--VNU N.V. and Nielsen Media Research, Inc.
(NYSE: NMR) announced today that they have received a request for additional
information from the Federal Trade Commission (FTC) in the United States. The
request was made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
in connection with the cash tender offer under which Nielsen Media Research is
to become a subsidiary of VNU USA. The definitive merger agreement under which
VNU will acquire all of the common stock of Nielsen Media Research was announced
on August 16, 1999. Under the Hart-Scott-Rodino Act, the tendered shares cannot
be purchased earlier than 10 days after the companies substantially comply with
the request from the FTC.
VNU and Nielsen Media Research stated that they intend to respond promptly
to the request for additional information and remain confident that the offer
will be completed in the autumn of 1999. The offer continues to be subject to
the satisfaction of certain other conditions, including the valid tender of a
majority of Nielsen Media Research fully diluted shares outstanding.
The offer and withdrawal rights are currently scheduled to expire at
midnight, New York City time, on Friday, September 17, 1999. 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 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 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 46 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.
