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Filed by Jupiter Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Jupiter Communications, Inc.
Commission File No. 000-27537
FOR IMMEDIATE RELEASE
CONTACTS:
Investors Media Media
Susan Hickey Kate Berg Stacie Leone
Media Metrix Jupiter Communications Media Metrix
212-515-8738 917-534-6142 212-329-6031
[email protected] [email protected] [email protected]
MANAGEMENT TEAM AND ORGANIZATION ANNOUNCED
FOR JUPITER MEDIA METRIX
New Organization Positions Company as Leader in Market Intelligence for
the New Economy
NEW YORK, NY SEPT. 14, 2000 - Tod Johnson, chairman and chief executive
officer of Media Metrix, Inc. (NASDAQ: MMXI), and Gene DeRose, chairman and
chief executive officer of Jupiter Communications, Inc. (NASDAQ: JPTR) today
announced the management team and organization of Jupiter Media Metrix, which
will take effect when the merger closes later this month.
Mr. Johnson, who will become Jupiter Media Metrix' chairman and CEO,
and Mr. DeRose, who will be vice chairman, president and chief operating
officer, said the organization is designed to build on the new company's leading
brands, accelerate the development of products and services, efficiently reach
new and existing customers and markets, and rapidly extend the company's
leadership position worldwide.
Jupiter Media Metrix will be organized around its core businesses:
measurement, analysis, intelligence and events, with an international division
focusing on the company's rapid global expansion. Five business units - Media
Metrix, AdRelevance, Jupiter Research, Jupiter Events and Jupiter Media Metrix
International - have been defined to organize these core businesses.
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Mary Ann Packo, currently Media Metrix' president and chief operating
officer, will become group president, overseeing the company's measurement and
international businesses. Douglas McFarland, currently senior vice president,
Media Metrix, will become president, Media Metrix, and Will Hodgman, currently
president, AdRelevance, will continue as president, AdRelevance. Both Mr.
McFarland and Mr. Hodgman will report to Ms. Packo. Ms. Packo will serve as
acting president of Jupiter Media Metrix International, and will also oversee
the company's corporate marketing activities and product integration
initiatives.
Kurt Abrahamson, currently Jupiter's president and chief operating
officer, will become group president, overseeing the company's analysis and
events businesses. Peter Storck, currently senior vice president, Jupiter
Research, will become president, Jupiter Research, and Joy Cerequas, currently
vice president, Jupiter Conferences, will be acting president, Jupiter Events.
Mr. Storck and Ms. Cerequas will report to Mr. Abrahamson. In addition, Mr.
Abrahamson will oversee several corporate functions including human resources,
IT activities and a number of sales integration initiatives.
Ms. Packo and Mr. Abrahamson will report to Mr. DeRose.
In a separate announcement today, the companies named Jean Robinson,
currently Jupiter's chief financial officer, as chief financial officer, Jupiter
Media Metrix, reporting to Mr. Johnson. Ms Robinson will have worldwide
responsibility for Jupiter Media Metrix' financial activities as well as
corporate administration, investor relations and legal.
Tom Lynch, currently Media Metrix' chief financial officer, plans to
leave the company in early November to pursue an opportunity as chief operating
officer with an early stage financial services company based near his home in
Westchester County, New York.
Mr. Johnson and Mr. DeRose also named individuals to lead specific
product and
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sales integration teams. Nicole Vanderbilt, currently vice president and senior
analyst with Jupiter, will head up Jupiter Media Metrix' product integration
initiatives, identifying and defining new products based on the company's
unparalleled measurement and analysis capabilities. Ms. Vanderbilt will report
to Ms. Packo. Kitty Kolding, currently vice president of sales, Jupiter, will
report to Mr. Abrahamson and oversee sales integration programs, identifying
opportunities to leverage sales resources to deliver world-class sales and
client services to Jupiter Media Metrix clients around the world.
"We are delighted that we will have this outstanding management team in
place on day one," said Mr. Johnson. "This rapid integration of our
complementary organizations will enable us to quickly deliver increased value to
clients and shareholders."
Mr. DeRose added: "This organization builds on the leadership of our
existing brands and organizations, and positions us for future growth. We're
looking forward to leveraging the strengths of every Jupiter Media Metrix
employee as we redefine the landscape of Internet research and seize the
tremendous opportunities ahead of us."
Shareholder votes are scheduled for Sept. 20, 2000 in New York City.
Jupiter Media Metrix stock will trade under the symbol JMXI on the NASDAQ
National Market System.
ABOUT MEDIA METRIX
Media Metrix, Inc., with more than 900 clients, is the leader and
pioneer in Internet and Digital Media measurement and the industry's source for
the most comprehensive, reliable, and timely audience ratings, e-commerce,
advertising and technology measurement services. Media Metrix' AdRelevance
division, through its superior ad tracking technology, provides clients the most
comprehensive data on where, when, how and how much Web marketers and their
competition are advertising online.
Media Metrix has worldwide majority-owned operations through
partnerships with media and market research leaders around the world. Media
Metrix' European
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affiliate, known as MMXI Europe, operates in Denmark, France, Germany, Italy,
Spain, Sweden and the United Kingdom. Media Metrix also operates in Australia,
Canada, Japan, Latin America and the United States. The company provides
advertising agencies, media companies, e-commerce marketers, financial services
and technology companies with the most comprehensive coverage of all
Digital Media (including more than 25,000 Web sites and online properties).
Media Metrix utilizes its patented operating-system metering methodology to
track Internet and Digital Media audience usage behavior in real-time -
click-by-click, page-by-page, minute-by-minute. Media Metrix has a sample of
more than 100,000 people under measurement worldwide, yielding monthly, weekly,
and daily data collection and reporting. Please visit www.mediametrix.com for
more information.
ABOUT JUPITER COMMUNICATIONS
Jupiter Communications, Inc. (NASDAQ: JPTR) is a leading provider of research on
Internet commerce. Jupiter's research, which is solely focused on the Internet
economy, provides clients with comprehensive views of industry trends,
forecasts, and best practices. The company's research services are provided
primarily through its continuous subscription services. Jupiter also produces a
wide range of conferences that offer senior executives the opportunity to hear
firsthand the insights of its analysts and the leading decision-makers in the
Internet and technology industries. Jupiter Communications is based in New York
City, with operations in London, San Francisco, Stockholm, Sydney and Tokyo. For
more information on Jupiter Communications visit www.jup.com.
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: Information in this release that
involves each of Jupiter's, Media Metrix' and, assuming the merger is completed,
the combined company's expectations, beliefs, hopes, plans, intentions or
strategies regarding the future are forward-looking statements that involve
risks and uncertainties. These statements include statements about Jupiter's,
Media Metrix' and the combined company's strategies in the marketplace, their
market positions and their relationships with customers. All forward-looking
statements included in this release are based upon information available to
Jupiter and Media Metrix as of the date of the release, and neither Jupiter,
Media Metrix nor the combined company assumes any obligation to update any such
forward-looking statement. These statements are not guarantees of future
performance and
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actual results could differ materially from each company's current expectations.
Factors that could cause or contribute to such differences include, but are not
limited to, the completion of the merger, and if completed, the successful
integration of the two companies. The risks associated with Jupiter's business
that may affect its operating results are discussed in Jupiter's Annual Report
on Form 10-K for the year ended December 31, 1999 filed with the Securities and
Exchange Commission ("SEC") on March 30, 2000 and Jupiter's quarterly reports on
Form 10-Q filed with the SEC. The risks associated with Media Metrix' business
that may affect its operating results are discussed in Media Metrix' Annual
Report on Form 10-K for the year ended December 31, 1999 filed with the SEC on
March 28, 2000 and Media Metrix' quarterly reports on Form 10-Q filed with the
SEC. You are encouraged to read this information carefully.
Additional Information and Where to Find It: Media Metrix has filed a
Registration Statement on SEC Form S-4 and Jupiter has filed a proxy statement
with the SEC in connection with the merger, and Jupiter and Media Metrix have
mailed a Joint Proxy Statement/Prospectus to stockholders of Jupiter and Media
Metrix containing information about the merger. Investors and security holders
are urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully. The Registration Statement and the Joint Proxy
Statement/Prospectus contain important information about Jupiter, Media Metrix,
the merger, the persons soliciting proxies relating to the merger, their
interests in the merger, and related matters. Investors and security holders
may obtain free copies of these documents, as well as each company's other SEC
filings, through the website maintained by the SEC at http://www.sec.gov. Free
copies of the Joint Proxy Statement/Prospectus and Jupiter's other SEC filings
may be obtained from Jupiter by directing a request through the Investors
Relations portion of Jupiter's website at http://www.jup.com or by mail to
Jupiter Communications, Inc., 627 Broadway, 2nd Flr. New York, NY 10012,
Attention: Investor Relations, Telephone: (212) 780-6060. Free copies of the
Joint Proxy Statement/Prospectus and Media Metrix' other SEC filings may be
obtained from Media Metrix by directing a request through the Investors
Relations portion of Media Metrix' website at http://www.mediametrix.com or by
mail to Media Metrix, Inc., 250 Park Avenue South, 7th Flr. New York, NY 10003,
Attention: Investor Relations, Telephone: (212) 515-8700.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Jupiter and Media Metrix file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed by Jupiter or
Media Metrix at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Jupiter's and Media
Metrix' filings with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at
http://www.sec.gov.
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