8-K

 

UNITED STATES
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): May 18, 2006

Arbitron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-1969	52-0278528
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2006, Arbitron Inc. (the "Company") entered into new multi-year agreements with CBS Radio Inc. ("CBS Radio"), a division of CBS Corporation, to provide radio ratings and other related services for CBS Radio’s 179 radio stations in 41 markets through the Company’s Fall 2013 survey. These agreements, which generally become effective on April 1, 2007, will at that time replace and supersede CBS Radio’s existing agreements with the Company, which generally were scheduled to expire March 31, 2008, with certain software licenses and other services scheduled to expire June 30, 2008. Pursuant to the terms of the new agreements, the Company will provide CBS Radio with Portable People Meter ("PPM") ratings services, as and when the new audience ratings technology is deployed, in the 36 CBS Radio markets encompassed in the Company’s previously announced PPM roll-out plan. Until such time as the PPM ratings technology is deployed in a particular market, the Company will provide C BS Radio with its diary-based ratings services in those markets. As the PPM ratings technology is deployed in a particular market, the diary-based ratings contract will lapse and the PPM ratings contract will become applicable to such market.

Under the terms of the new agreements, the Company will provide its PPM Market Report Service, including the Company’s PPM Market Report, PPM Analysis Tool software, PPM Weekly Arbitrends reports, Tapscan software, Arbitron Integrated Radio Systems (IRS) software, Corporate Rollup and National Regional Database services and its Radio Market Report Service, including the Company’s Radio Market Report, Maximi$er, Arbitrends, PD Advantage, Mapmaker, Corporate Roll-UP and National Regional Database services, Sample Surcharge, RetailDirect and Tapscan software, to CBS Radio, as applicable. These services, which include new services as well as renewals of existing services, will be provided under agreements that generally expire on March 31, 2014, wit h certain software licenses and other services scheduled to expire June 30, 2014 for the diary-based service and on December 31, 2013 for the PPM service. The aggregate amount of all payments to be made by CBS Radio for the Radio Market Report and related services during the term of the diary-based ratings contract (assuming the contract is not terminated prior to the expiration of the stated term) currently is expected to be approximately $59.9 million, based on the radio stations currently owned by CBS Radio and the anticipated roll-out of the PPM ratings services. The aggregate amount of all payments to be made by CBS Radio for the PPM Market Report and related services during the term of the PPM ratings contract (assuming the contract is not terminated prior to the expiration of the stated term) currently is expected to be approximately $221.2 million, based on the radio stations currently owned by CBS Radio and the anticipated roll-out of the PPM ratings services.

A copy of the press release an nouncing the contracts is filed herewith as Exhibit 99.1 and incorporated by reference herein. Copies of the contracts entered into between the Company and CBS Radio will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

99.1 Press Release of Arbitron Inc. dated May 18, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Arbitron Inc.
May 23, 2006	By:	Dolores L. Cody
		Name: Dolores L. Cody
		Title: Executive Vice President, Legal & Business Affairs, Chief Legal Officer & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. dated May 18, 2006

EX-99.1

Press
Release

Contacts: Jessica Benbow
Arbitron Inc.
410-312-8239
jessica.benbow@arbitron.com

Karen Mateo
CBS Radio
212-846-7638
karen.mateo@cbsradio.com

Henry Feintuch/Yin Chang
KCSA Worldwide
212-896-1212 / 212-896-1228
hfeintuch@kcsa.com / ychang@kcsa.com

Investor Relations: Todd Fromer
KCSA Worldwide
212-896-1215
tfromer@kcsa.com

ARBITRON AND CBS RADIO ENTER INTO MULTI-YEAR, MULTI-MARKET AGREEMENT FOR PORTABLE PEOPLE METER
(PPM) RATINGS SERVICES

NEW YORK, May 18, 2006 – Arbitron Inc. (NYSE: ARB) today announced that CBS RADIO, one of the largest major-market operators in the United States, has entered into a seven year agreement for Portable People Meter (PPM^SM) radio ratings when the new audience ratings technology is deployed in the 35 CBS RADIO markets encompassed in Arbitron’s previously announced PPM rollout plan.

Arbitron plans to launch the Portable People Meter (PPM) system as its radio ratings service to the top 50 markets, beginning with Houston in July 2006 (pending Media Rating Council accreditation).

Joel Hollander, Chairman and Chief Executive Officer of CBS RADIO commented, “CBS RADIO is counting on the PPM to enhance the value of both our programming and the audiences we reach in the eyes of our advertisers. We’re pleased to be the first major broadcaster to embrace the future by signing a contract for Arbitron’s next-generation electronic audience measurement system. Radio has been searching for a more accountable method to provide advertisers with valuable information about its listeners, and I’m confident that the PPM will be supported throughout the industry.”

“We are pleased that CBS RADIO has signed a long-term agreement with Arbitron for PPM radio ratings.  We view this agreement as an endorsement of our electronic measurement technology from one of our largest and most sophisticated customers.  We look forward to continuing to provide CBS RADIO with the information services to help it grow and manage its business for years to come,” said Steve Morris, president and CEO, Arbitron Inc.

The Portable People Meter, an electronic audience measurement technology that has been in U.S. market trials since 2001, is scheduled to be used in the top 50 markets in place of the current paper and pencil diary method that the company has employed to collect radio audience estimates since 1965.

About Arbitron

Arbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving radio broadcasters, cable companies, advertisers, advertising agencies and outdoor advertising companies in the United States, Mexico and Europe. Arbitron’s core businesses are measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. The Company has developed the Portable People Meter, a new technology for media and marketing research.

Arbitron’s marketing and business units are supported by its research and technology organization located in Columbia, Maryland. Arbitron has approximately 1700 employees; its executive offices are located in New York City.

Through its Scarborough Research joint venture with VNU Media Measurement & Information, Arbitron also provides media and marketing research services to the broadcast television, magazine, newspaper and online industries.

About CBS RADIO

CBS RADIO is one of the largest major-market operators in the United States with stations covering news, alternative rock, country, FM talk, classic rock, oldies, JACK and urban formats, among others. A division of CBS Corporation, CBS RADIO operates 179 radio stations, the majority of which are in the nation’s top 50 markets. CBS RADIO also has made aggressive moves to converge new and traditional media through creative programming and advanced delivery methods, including online streaming, HD Radio and podcasting. In May 2005, CBS RADIO launched the world’s first podcast programmed radio station, KYOURADIO. Additionally, CBS Radio is home to 29 of the country’s leading sports franchises amongst MLB, the NFL, the NBA, the WNBA and the NHL, including the New York Yankees, New York Mets, Chicago White Sox, New England Patriots, New York Giants, Chicago Bears and the Detroit Red Wings. For more information on CBS RADIO, please visit www.cbsradio.com.

# # #

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron in this document that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations about future events, which Arbitron has derived from information currently available to it. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied in such forward-looking statements. These risks and uncertainties include whether we will be able to:

• renew all or part of contracts with large customers as they expire;

• successfully execute our business strategies, including implementation of our Portable People Meter services and to execute potential joint venture or third party agreements;

• effectively manage the impact of any further consolidation in the radio and advertising agency industries;

• keep up with rapidly changing technological needs of our customer base, including creating new proprietary software systems and new customer products and services that meet these needs in a timely manner;

• successfully manage the impact on our business of any economic downturn generally and in the advertising market in particular; and

• successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, privacy concerns, consumer trends, technology changes and/or government regulations.

Additional important factors known to Arbitron that could cause forward-looking statements to turn out to be incorrect are identified and discussed from time to time in Arbitron’s filings with the Securities and Exchange Commission, including in particular the risk factors discussed under the caption “ITEM 1. BUSINESS – Business Risks” in our Annual Report on Form 10-K.

The forward-looking statements contained in this document speak only as of the date hereof, and Arbitron undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.