UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 1999
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NIELSEN MEDIA RESEARCH, INC.
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(Exact Name of registrant specified in its charter)
Delaware 1-12275 06-1450569
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(State or other (Commission File (I.R.S. employer
Jurisdiction of Number) Identification No.)
Incorporation)
299 Park Avenue
New York, New York 10171
(Address of principal executive offices)
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Registrant's telephone number: (212) 708-7500
Item 5. Other Events
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On August 16, 1999, Nielsen Media Research, Inc. announced the
signing of an Agreement and Plan of Merger with VNU USA, Inc. and its wholly-
owned subsidiary, Niner Acquisition, Inc.. The following information is
attached hereto: (i) Agreement and Plan of Merger among Nielsen Media
Research, Inc., Niner Acquisition, Inc. and VNU USA, Inc. dated as of August
15, 1999 (Exhibit 2.1), (ii) the Guarantee of VNU NV dated as of August 15,
1999 (Exhibit 99.2) and (iii) the related press release dated August 16, 1999
(Exhibit 99.1).
Item 7. Financial Statements and Exhibits
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Exhibit 2.1 Agreement and Plan of Merger among Nielsen Media
Research, Inc., Niner Acquisition, Inc. and VNU USA,
Inc. dated as of August 15, 1999.
Exhibit 99.1 Press release dated August 16, 1999 announcing
Agreement and Plan of Merger among Nielsen Media
Research, Inc., Niner Acquisition, Inc. and VNU USA,
Inc.
Exhibit 99.2 Guarantee of VNU NV dated as of August 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NIELSEN MEDIA RESEARCH, INC.
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(Registrant)
By: /s/ Stuart J. Goldshein
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Name: Stuart J. Goldshein
Title: Vice President and Controller
Date: August 19, 1999
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INDEX TO EXHIBITS
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Exhibit Number Exhibit
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2.1 Agreement and Plan of Merger among Nielsen Media Research,
Inc., Niner Acquisition, Inc. and VNU USA, Inc. dated as
of August 15, 1999.
99.1 Press release dated August 16, 1999 announcing Agreement
and Plan of Merger among Nielsen Media Research, Inc.,
Niner Acquisition, Inc. and VNU USA, Inc.
99.2 Guarantee of VNU NV dated as of August 15, 1999.
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