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
October 26, 1999
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(Date of earliest event reported)
Nielsen Media Research, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-12275 06-1450569
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
299 Park Avenue, New York, New York 10171
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(Address of principal executive offices, including zip code)
(212) 708-7500
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 26, 1999, VNU N.V., a company organized under the laws of
the Netherlands ("VNU"), through Niner Acquisition, Inc., a Delaware corporation
and an indirect wholly owned subsidiary of VNU ("Purchaser"), accepted for
purchase 54,733,956 shares of the common stock, par value $0.01 per share (the
"Shares"), of Nielsen Media Research, Inc., a Delaware corporation (the
"Company"), that had been validly tendered and not withdrawn (including shares
tendered via guaranteed delivery) pursuant to Purchaser's tender offer for all
of the outstanding Shares at $37.75 per Share, net to the seller in cash,
without interest (the "Offer"). The Offer was made pursuant to an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of August 15, 1999, as
amended, by and among the Company, Purchaser and VNU USA, Inc., a New York
corporation and a wholly owned subsidiary of VNU ("Parent"), which provides for,
among other things, the making of the Offer by Purchaser and, following the
consummation of the Offer, the merger of Purchaser with and into the Company
(the "Merger"). The Shares purchased pursuant to the Offer constituted
approximately 94.8% of the Shares then issued and outstanding. The aggregate
purchase price for the Shares purchased pursuant to the Offer was
$2,066,206,839. Purchaser obtained all funds needed for such purchase through
VNU or its affiliates. VNU and its affiliates obtained such funds from
cash-on-hand and short-term and long-term borrowings at market interest rates.
On October 27, 1999, the Merger provided for by the Merger Agreement
became effective. Pursuant to the Merger, Shares which were not validly tendered
pursuant to the Offer and accepted for purchase by Purchaser (and whose holders
have not sought appraisal of their Shares in accordance with applicable
provisions of Delaware law) were converted into the right to receive $37.75 per
Share, net to the seller in cash, upon delivery of appropriate documentation to
the Paying Agent for the Merger. As a result of the Merger, Parent owns 100% of
the outstanding Shares of the Company.
In accordance with the Merger Agreement, on October 27, 1999, Gerald S.
Hobbs, Thomas A. Mastrelli, James Ross and Rob F. van den Bergh were named as
members of the Board of Directors of the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 28, 1999
NIELSEN MEDIA RESEARCH, INC.
By: /s/ Stuart Goldshein
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Name: Stuart Goldshein
Title: Vice President & Controller
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