8-K

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) April 18, 2001

Arbitron Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-01969	52-0278528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

142 West 57th Street, New York, New York	10019-3300
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 887-1300

(Former name or former address, if changed since last report)

Item 5.       Other Events

       As previously announced, on March 30, 2001, the Board of Directors of Arbitron Inc. (the "Company") adopted a Stockholder Rights Plan which will expire at the close of business on September 30, 2001. In connection with the Stockholder Rights Plan, a right to purchase one-one thousandth of a share of Series A Junior Participating Preferred Stock of the Company was distributed for each outstanding share of the Company's common stock held of record on April 13, 2001 (the "Record Date"). On April 18, 2001, the Company mailed to stockholders of record on the Record Date a Summary of the Stockholder Rights Plan (the "Summary").

       The Company's cover letter and the Summary are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. A copy of the Stockholder Rights Plan was previously filed as an exhibit to the Company's Form 8-K Current Report dated March 30, 2001.

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Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

99.1.	Cover letter to stockholders dated April 18, 2001
99.2.	Summary of the Stockholder Rights Plan

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SIGNATURES

                  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 thereunto duly authorized.

	ARBITRON INC.
Date: April 20, 2001	By: /s/ STEPHEN B. MORRIS
	Stephen B. Morris
	Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit No.	Description
99.1.	Cover letter to stockholders dated April 18, 2001
99.2.	Summary of the Stockholder Rights Plan

-5- EX-99.1 2 w47961ex99-1.htm COVER LETTER TO STOCKHOLDERS DATED APRIL 18, 2001

EXHIBIT 99.1

[Letterhead of Arbitron Inc.]

April 18, 2001

Dear Stockholder:

On March 30, 2001, the Arbitron Inc. Board of Directors adopted a Stockholder Rights Plan to protect your rights and investment in Arbitron Inc.

The Rights Plan is intended to protect the rights of Arbitron stockholders during the six months immediately following establishment of Arbitron as an independent publicly traded company. Similar to plans adopted by more than 2,200 publicly traded companies (with exception of its short, six-month duration), the Rights Plan is designed to deter coercive or unfair takeover tactics. The Rights Plan will also assist Arbitron’s Board of Directors in dealing with any future actions taken by hostile entities that attempt to deprive Arbitron and its stockholders of the opportunity to obtain the most attractive price for their shares during this six-month period.

As part of this Rights Plan, a special type of dividend has been declared on the capital stock of Arbitron in the form of a distribution of rights. The enclosed Summary of Rights description describes the principal features of the Rights Plan. I urge you to read the summary carefully and keep it with your stock records as it contains important information.

The Board of Directors is very sensitive to the concerns of the marketplace, particularly those raised by important institutional investors, about taking actions that may be perceived as efforts to “entrench” management. At the same time, the Board of Directors recognized that during the first few months of Arbitron’s existence as an independent public company, the volatility in our stock price may be significant. The Board’s adoption of a Rights Plan limited to a six-month term, I believe, is a balanced response to the issues facing the Board.

Lawrence Perlman, nonexecutive chairman of the Arbitron Board of Directors, has publicly stated that the Rights Plan has been implemented as a short-term protective measure for the stockholders during this initial trading period and that the Board of Directors has no present intention of enacting a new Rights Plan when the present one expires on September 30, 2001.

The rights provided under the Rights Plan are not intended to prevent a fair and equitable takeover of Arbitron and will not do so. The rights are designed to deal with the problem of a potential acquirer using coercive or unfair tactics to deprive the Board of Directors of any real opportunity to determine the future of Arbitron and to realize the value of your investment.

The distribution of rights under the Rights Plan will not in any way alter the financial strength of Arbitron or interfere with its business plans. The distribution of rights will not change the way in which you can currently trade Arbitron’s shares and will not be dilutive or affect reported per-share results. While the distribution of the rights will not be taxable either to you or to Arbitron, stockholders may, depending on their individual circumstances, recognize taxable income should the rights become exercisable. As explained in further detail in the enclosed Summary of Rights, the rights will only become exercisable if certain events occur. You do not need to take any current action with respect to your shares.

The Board of Directors is aware that some argue that such plans could deter legitimate acquisition proposals. The Board of Directors, assisted by our investment banking and legal advisers, carefully considered these arguments and concluded that such arguments are speculative and do not justify denying stockholders the protection that the Rights Plan affords against abusive takeover tactics. Among other things, the Board of Directors considered third-party studies which suggested that rights plans do not prevent takeovers and that companies protected by rights plans received higher premiums than did companies without such plans in takeover contests.

The overriding objective is to preserve and enhance Arbitron’s value for all stockholders. In declaring the rights dividend, the Board of Directors has expressed its confidence in Arbitron’s future and its determination that you be given every opportunity to participate fully in that future.

Very truly yours,

/s/ Stephen B. Morris

Stephen B. Morris
President & Chief Executive Officer

Enclosure EX-99.2 3 w47961ex99-2.htm SUMMARY OF THE STOCKERHOLDER RIGHTS PLAN

EXHIBIT 99.2

SUMMARY OF RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

      The Board of Directors of Arbitron Inc., a Delaware Corporation (the “Company”), has declared a dividend distribution of one right (“Right”) for each outstanding share of common stock (the “Common Stock”) of the Company. The distribution is payable to stockholders of record on April 13, 2001. Each Right, when exercisable, entitles the registered holder to purchase from the Company one-one thousandth of a share of Series A Junior Participating Preferred Stock (“Preferred Stock”) at a price of $30 per one-one thousandth share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and The Bank of New York, as Rights Agent (the “Rights Agent”).

      Initially, the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates evidencing the Rights will be distributed. The Rights will separate from the Common Stock and a distribution of Rights Certificates (as defined below) will occur upon the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 18% or more of the outstanding shares of Common Stock (the “Stock Acquisition Date”) or (ii) 10 business days (or such later date as the Board of Directors of the Company may determine) following the commencement of, or the first public announcement of the intention to commence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person of 18% or more of the outstanding shares of Common Stock (the earlier of such dates being called the “Distribution Date”).

      Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates, and will be transferred with and only with the Common Stock certificates, (ii) new Common Stock certificates issued after April 13, 2001 upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

      The Rights are not exercisable until the Distribution Date and will expire at the close of business on September 30, 2001, unless earlier redeemed or exchanged by the Company as described below. The Rights will not be exercisable by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights has not been obtained or is not obtainable.

      As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will evidence the Rights. Except

as otherwise determined by the Board of Directors of the Company, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.

      In the event that a Person becomes the beneficial owner of 18% or more of the then outstanding shares of Common Stock, each holder of a Right will, after the end of a redemption period referred to below, have the right to exercise the Right by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times such amount. Notwithstanding any of the foregoing, following the occurrence of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.

      For example, at a Purchase Price of $30 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $60 worth of Common Stock (or other consideration, as noted above) for $30. Assuming that the Common Stock had a per share value of $15 at such time, the holder of each valid Right would be entitled to purchase four shares of Common Stock for $30.

      In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation, or (ii) 50% or more of the Company’s assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall, after the expiration of the redemption period referred to below, have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price of the Right (e.g., common stock of the acquiring company having a value of $60 for the $30 Purchase Price).

      At any time after a person or group of affiliated or associated persons becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Board of Directors of the Company to have the same value as shares of Common Stock) per Right (subject to adjustment).

      The Purchase Price payable, and the number of one-one thousandths of a share of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution under certain circumstances.

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      In general, the Board of Directors of the Company, may cause the Company to redeem the Rights in whole, but not in part, at any time during the period commencing on March 30, 2001 and ending on the tenth day following the Stock Acquisition Date (the “Redemption Period”) at a price of $0.005 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors of the Company). Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights will require the concurrence of the two-thirds of Directors. After the Redemption Period has expired, the Company’s right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.005 redemption price.

      Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be subject to federal taxation to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company as set forth above.

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      A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

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EX-99.1

ex99-1

EX-99.2

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