S-8

As filed with the Securities and Exchange Commission on April 3, 2002

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ARBITRON INC.
(formerly Ceridian Corporation)
(Exact name of Company as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	52-0278528 (IRS employer identification no.)
142 West 57th Street New York, New York 10019 (Address of Principal Executive Offices)	10019 (zip code)

Arbitron Inc. 2001 Broad Based Stock Incentive Plan
(Full title of the plan)

Dolores L. Cody, Esq.
Executive Vice President, Legal and Business Affairs, Chief Legal Officer and Secretary
Arbitron Inc.
142 West 57th Street
New York, NY 10019
(Name and address of agent for service)

(212) 887-1300
(Telephone number, including area code, of agent for service)

Copy to:
David W. Bonser, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
	Amount to be		Offering Price Per		Aggregate Offering		Amount of
Title of Securities to be registered	Registered(1)		Share(2)		Price(2)		Registration Fee
Common Stock, par value		666,500	$	20.9932	$	13,991,967.80	$	1,287.26
$0.50 per share		333,500	$	33.8250	$	11,280,637.50	$	1,037.82
Total		1,000,000			$	25,272,605.30	$	2,325.08

(1)      Pursuant to Rule 416(b), there shall also be deemed covered hereby such additional securities as may result from anti-dilution adjustments under the Arbitron Inc. 2001 Broad Based Stock Incentive Plan.

(2)      Estimated pursuant to Rule 457(h), estimated solely for the purpose of calculating the registration fee on the basis of: (i) the weighted average of the option exercise price with respect to outstanding options to purchase 666,500 shares and (ii) the average of the high and low prices per share of the registrant’s Common Stock as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange on March 27, 2002 with respect to the 333,500 shares subject to future grant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in this Part I will be sent or given to the employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents, which have been filed by Arbitron Inc. (the “Company”) with the Commission, are incorporated by reference in this Registration Statement, as of their respective dates:

(i)	Annual Report of the Company on Form 10-K for the year ended December 31, 2001;
(ii)	Current Report on Form 8-K filed January 25, 2002; and
(iii)	The description of our common stock contained in the Registration Statement on Form S-4 (File No. 33-64089), including any amendments or reports filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which registers all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective filing dates of such documents.

     Any statement contained in a document or report incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document or report which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such prior statement. The statements required to be modified or superseded shall not be deemed to constitute a part of the Registration Statement, except as so modified or superseded.

     To the extent that any proxy statement is incorporated herein by reference, such incorporation shall not include any information contained in such proxy statement which is not, pursuant to the Commission’s rules, deemed to be “filed” with the Commission or subject to the liabilities of Section 18 of the Exchange Act.

Item 4. Description of Securities

     The Company’s common stock is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law (“DGCL”) provides, among other things, that the Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Company) by reason

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of the fact that the person is or was a director, officer, agent or employee of the Company or is or was serving at the Company’s request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (1) if the person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (2) if the person acted in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best interest, of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the Company as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in these actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his or her duties to the Company, unless the court believes that in light of all the circumstances indemnification should apply.

     The Company’s restated certificate of incorporation, as amended, includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Section 102 of the DGCL allows a corporation to eliminate or limit the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful stock purchase or redemption; or (iv) for any transaction from which the director derived an improper personal benefit.

     The Company’s bylaws provide that to the maximum extent permitted by law, the Company must indemnify any of the following persons, including their heirs, executors and personal representatives, against any and all amounts incurred or imposed in connection with any proceeding, other than a proceeding initiated by such person:

• a director, officer or employee of the Company; or

• a director, officer or employee of the Company who at the specific written request or resolution of the board of directors of the Company is, at the time of the proceeding and/or of the alleged events giving rights to the proceeding, serving as a director, officer or employee of any other company, partnership, joint venture, trust, employee benefit plan or other enterprise; or

• a fiduciary or co-fiduciary of an employee benefit plan of the Company.

     The indemnification provisions contained in the Company’s restated certificate of incorporation, as amended, and bylaws are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the Company may maintain insurance on behalf of its directors and executive officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of their status.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8. Exhibits

Exhibit Number	Description
5.1	Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being registered
10.1	Arbitron Inc. 2001 Broad Based Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2001)

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Exhibit Number	Description
23.1	Consent of KPMG LLP
23.2	Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
24.1	Power of Attorney of Erica Farber
24.2	Power of Attorney of Kenneth F. Gorman
24.3	Power of Attorney of Philip Guarascio
24.4	Power of Attorney of Larry E. Kittelberger
24.5	Power of Attorney of Luis G. Nogales
24.6	Power of Attorney of Lawrence Perlman
24.7	Power of Attorney of Richard A. Post

Item 9. Undertakings

     The Company hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;
	provided, however, that subparagraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The Company hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to existing provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on April 3, 2002.

ARBITRON INC., a Delaware corporation

By: /s/ Stephen B. Morris              
      Stephen B. Morris
      President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below:

Signature	Title	Date
/s/ Stephen B. Morris Stephen B. Morris	President and Chief Executive Officer and a Director (principal executive officer)	April 3, 2002
/s/ William J. Walsh William J. Walsh	Executive Vice President of Finance and Planning and Chief Financial Officer (principal financial officer and principal accounting officer)	April 3, 2002
* Erica Farber	Director	April 3, 2002
* Kenneth F. Gorman	Director	April 3, 2002
* Philip Guarascio	Director	April 3, 2002
* Larry E. Kittelberger	Director	April 3, 2002
* Luis G. Nogales	Director	April 3, 2002
* Lawrence Perlman	Director	April 3, 2002
* Richard A. Post	Director	April 3, 2002

* By: /s/ William J. Walsh
William J. Walsh
As Attorney-in-Fact
(see Exhibits 24.1, 24.2, 24.3,
24.4 24.5, 24.6 and 24.7)

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EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being registered
10.1	Arbitron Inc. 2001 Broad Based Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2001)
23.1	Consent of KPMG LLP
23.2	Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
24.1	Power of Attorney of Erica Farber
24.2	Power of Attorney of Kenneth F. Gorman
24.3	Power of Attorney of Philip Guarascio
24.4	Power of Attorney of Larry E. Kittelberger
24.5	Power of Attorney of Luis G. Nogales
24.6	Power of Attorney of Lawrence Perlman
24.7	Power of Attorney of Richard A. Post

7 EX-5.1 3 w59269ex5-1.htm OPINION OF HOGAN & HARTSON L.L.P.

Exhibit 5.1

HOGAN & HARTSON L.L.P.
COLUMBIA SQUARE
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
TEL (202) 637-5600
FAX (202) 637-5910
WWW.HHLAW.COM

April 3, 2002

Board of Directors
Arbitron Inc.
142 West 57th Street
New York, New York 10019

Ladies and Gentlemen:

     We are acting as counsel to Arbitron Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed public offering of up to 1,000,000 shares of the Company’s common stock, par value $0.50 per share (the “Shares”), issuable pursuant to the Arbitron Inc. 2001 Broad Based Stock Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

     For purposes of this opinion letter, we have examined copies of the following documents:

1.	An executed copy of the Registration Statement.
2.	A copy of the Plan, as certified by an Assistant Secretary of the Company on the date herof as being complete, accurate and in effect.
3.	The Certificate of Incorporation of the Company, as certified by the Secretary of the State of the State of Delaware on April 2, 2002 and by an Assistant Secretary of the Company on the date hereof as being complete, accurate and in effect.
4.	The Bylaws of the Company, as certified by an Assistant Secretary of the Company on the date hereof as being complete, accurate and in effect.
5.	Resolutions of the Board of Directors of the Company adopted at a meeting held on March 30, 2001, as certified by an Assistant Secretary of the Company on the date hereof as being complete, accurate, and in effect, relating to the authorization and approval of the Plan.
6.	Resolutions of the Board of Directors of the Company adopted at a meeting held on May 30, 2001, as certified by an Assistant Secretary of the Company on the date hereof as being complete, accurate, and in effect, relating to the issuance and sale of the Shares and arrangements in connection therewith.

     In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in

the context of the foregoing.

     This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

     Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares in the manner and on the terms described in the Registration Statement and the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the Plan, the Shares will be validly issued, fully paid and nonassessable.

     This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan & Hartson L.L.P.

HOGAN & HARTSON L.L.P.

EX-23.1 4 w59269ex23-1.htm CONSENT OF KPMG LLP

Exhibit 23.1

Independent Auditors’ Consent

The Board of Directors
Arbitron Inc.:

     We consent to the use of our report incorporated by reference in the registration statement of Arbitron Inc. (the “Company”) on Form S-8, relating to the registration of 1,000,000 shares of common stock of the Company pursuant to the Arbitron Inc. 2001 Broad Based Stock Incentive Plan.

/s/ KPMG LLP
Baltimore, Maryland

March 29, 2002

EX-24.1 5 w59269ex24-1.htm POWER OF ATTORNEY OF ERICA FARBER

Exhibit 24.1

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 1st day of May, 2001.

/s/ Erica Farber
Erica Farber

EX-24.2 6 w59269ex24-2.htm POWER OF ATTORNEY OF KENNETH F. GORMAN

Exhibit 24.2

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 30th day of April, 2001.

/s/ Kenneth F. Gorman
Kenneth F. Gorman

EX-24.3 7 w59269ex24-3.htm POWER OF ATTORNEY OF PHILIP GUARASCIO

Exhibit 24.3

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 30th day of April, 2001.

/s/ Philip Guarascio
Philip Guarascio

EX-24.4 8 w59269ex24-4.htm POWER OF ATTORNEY OF LARRY E. KITTELBERGER

Exhibit 24.4

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 30th day of April, 2001.

/s/ Larry E. Kittelberger
Larry E. Kittelberger

EX-24.5 9 w59269ex24-5.htm POWER OF ATTORNEY LUIS G. NOGALES

Exhibit 24.5

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 29th day of April, 2001.

/s/ Luis G. Nogales
Luis G. Nogales

EX-24.6 10 w59269ex24-6.htm POWER OF ATTORNEY OF LAWRENCE PERLMAN

Exhibit 24.6

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 30th day of April, 2001.

/s/ Lawrence Perlman
Lawrence Perlman

EX-24.7 11 w59269ex24-7.htm POWER OF ATTORNEY OF RICHARD A. POST

Exhibit 24.7

Power of Attorney

     The undersigned hereby constitutes and appoints WILLIAM J. WALSH and DOLORES L. CODY, and each of them, to be the undersigned’s true and lawful attorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments thereto relating to the Company’s (I) 401(k) Plan; (ii) Employee Stock Purchase Plan; (iii) 1999 Incentive Stock Option Plan; and (iv) 2001 Broad Based Stock Incentive Plan, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 30th day of May, 2001.

/s/ Richard A. Post
Richard A. Post

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