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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)
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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:
Exhibit 99.9 Joint Press Release of VNU and the Company dated September 7, 1999.
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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.
NIELSEN MEDIA RESEARCH, INC.
By: /s/ STEPHEN J. BOATTI
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Name: Stephen J. Boatti
Title: Chief Legal Officer
Dated: September 7, 1999
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EXHIBIT INDEX
Exhibit 99.9 Joint Press Release of VNU and the Company dated September 7, 1999.