- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby supplemented by adding the following:
The Question and Answer dated September 1, 1999 filed as an Exhibit to the
Schedule 14D-9 is being furnished to employees of the Company to provide
information relating to the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following additional exhibit is filed herewith:
Exhibit 99.8 Question and Answer dated September 1, 1999 furnished to employees of the
Company.
1
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.
NIELSEN MEDIA RESEARCH, INC.
By: /s/ STEPHEN J. BOATTI
-----------------------------------------
Name: Stephen J. Boatti
Title: Chief Legal Officer
Dated: September 1, 1999
2
EXHIBIT INDEX
Exhibit 99.8 Question and Answer dated September 1, 1999 furnished to employees of the
Company.