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): September 20, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On September 20, 2006, Arbitron Inc. (the "Company") received written notice dated September 20, 2006 of the resignation of Lawrence Perlman as Chairman of the Board of Directors of the Company, effective at the 2007 annual meeting of stockholders. Mr. Perlman indicated to the Company that his decision to retire is the result of his desire to devote additional time to his family and to the pursuit of other personal interests. Mr. Perlman’s resignation was not the result of any disagreement with the Company related to its operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

17.1 Resignation Letter of Lawrence Perlman dated September 20, 2006

99.1 Press Release of Arbitron Inc. dated September 22, 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.
September 25, 2006	By:	/s/ Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President, Legal and Business Affairs and Chief Legal Officer

Exhibit Index

Exhibit No.	Description
17.1	Resignation Letter of Lawrence Perlman dated September 20, 2006
99.1	Press Release of Arbitron Inc. dated September 22, 2006

EX-17.1

Exhibit 17.1

Lawrence Perlman
818 WEST 46TH STREET — SUITE 201
MINNEAPOLIS, MINNESOTA 55419-4841
612/824-5259

Date:	September 20, 2006
To:	Arbitron Board of Directors
	Alan Aldworth Shellye Archambeau Philip Guarascio Larry Kittelberger Steve Morris Luis Nogales Richard Post
cc:	Kathie Ross Tim Smith

As you may remember, in connection with previous succession planning discussions, I indicated that I would retire from the Arbitron Board in the spring of 2008. I have decided to move my retirement date from the Board forward to the spring of 2007 and, accordingly, I will not be on the proxy for the 2007 annual meeting as a candidate for the Board. I have decided to cut back on my commitments to spend more time with my family and to pursue personal interests and I am in the process of withdrawing in an orderly way from the various boards upon which I sit. This decision as to Arbitron is a particularly difficult one for me, because I have had a long association with the organization and have a deep respect for Steve and the other members of Arbitron’s management. I also find it difficult to leave this Board of Directors which would grace any company; however, one cannot weigh the interests of an organization and an individual on the same scale and I need to take this step.

I will continue to be involved with Arbitron Board matters until I retire in the spring of 2007 and look forward to working with all of you over the next several months. While Arbitron faces challenging times (it always has), I am confident that it has the skill and strength to move forward in a way that benefits all of its constituencies.

I have previously informed Steve and Phil, in his capacity as Chair of the Nominating Committee, of my decision.

/s/ Larry

Exhibit 99.1

Press
Information

Company Contact: Thom Mocarsky
Arbitron Inc.
212-887-1314
thom.mocarsky@arbitron.com

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

FOR IMMEDIATE RELEASE

LAWRENCE PERLMAN TO RETIRE AS NONEXECUTIVE CHAIRMAN OF ARBITRON INC. BOARD OF DIRECTORS

NEW YORK, September 22, 2006 – Arbitron Inc. (NYSE: ARB)announced today that Mr. Lawrence Perlman has informed the Company’s management and Board of Directors of his decision to retire as Nonexecutive Chairman of the Board of Directors and Director in the spring of 2007, following the conclusion of his current term. As such, Mr. Perlman will not seek re-election at the Company’s 2007 annual meeting of shareholders. In a letter to the Board, Mr. Perlman indicated that his decision to retire is the result of his desire to devote additional time to his family and to the pursuit of other personal interests. The Nominating and Governance Committee of Arbitron’s Board of Directors will begin a search for a nominee to replace Mr. Perlman.

Lawrence Perlman, nonexecutive chairman, Arbitron Inc. said, “It is with regret that I am announcing my planned retirement from the Arbitron Board. However, following many years in the corporate world, I feel that the time is right to take a step back and focus more on my personal and family obligations. I have had a long and satisfying association with Arbitron and through that time, have developed a deep respect for Steve Morris and the other members of the management team, as well as for my fellow directors. I look forward to working with the Board until my retirement and have the utmost confidence that this talented team has the skill and strength necessary to move forward in a way that benefits all of its constituencies.”

Steve Morris, president and chief executive officer of Arbitron, added, “On behalf of the entire Arbitron team, I would like to thank Larry for the countless contributions he has made during his time as Chairman. We will miss his valuable insight and guidance, but we understand and appreciate his need to take such a step and wish him the best as he moves on to this next phase in his life. Arbitron has been and continues to be a leader in sound corporate governance practices, and we will carefully review our options to ensure the best, most responsible Board structure going forward. As Larry was gracious enough to inform us of this decision well in advance of his planned retirement, we have sufficient time to ensure a smooth transition.”

About Arbitron
Arbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving radio broadcasters, cable companies, advertisers, advertising agencies, outdoor advertising companies and the online radio ratings industry 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 also developed the Portable People Meter (PPM), 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 1,800 employees; its executive offices are located in New York City.

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

# # #

PPM^SM is a service mark of Arbitron Inc.

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, 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.