-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FauLvyYVRIWQ0kYaZuAxMPVIBbm2hwXy+Dt2/nBd1KUceQIcQvu1HHldd9Rqj8h7 zBQ6WWPGvYybJ66kXAaJlw== 0001299933-07-006841.txt : 20071126 0001299933-07-006841.hdr.sgml : 20071126 20071126165636 ACCESSION NUMBER: 0001299933-07-006841 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071126 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARBITRON INC CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 071266873 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019-3300 BUSINESS PHONE: 2128871300 MAIL ADDRESS: STREET 1: 142 WEST 57TH STREET CITY: NEW YORK STATE: N1 ZIP: 10019-3300 FORMER COMPANY: FORMER CONFORMED NAME: CERIDIAN CORP DATE OF NAME CHANGE: 19920901 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 8-K 1 htm_24053.htm LIVE FILING Arbitron Inc. (Form: 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):   November 26, 2007

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 7.01 Regulation FD Disclosure.

On November 26, 2007, Arbitron Inc. (the "Company") issued a press release announcing that it will delay the commercialization of its Portable People Meter radio ratings service in nine markets.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.





Item 8.01 Other Events.

On November 26, 2007, the Company announced that it will delay the commercialization of its Portable People Meter radio ratings service in nine markets. New York, Nassau–Suffolk and Middlesex–Somerset–Union will be delayed by nine months; Los Angeles, Riverside and Chicago by six months; and San Francisco, San Jose and Dallas by three months.

In these nine markets, the Company will extend the use of the paper and pencil diary system that has been serving the industry since 1965. During the delay, Arbitron will continue to work with customers, the Media Rating Council®, other industry organizations and community groups on the research and business issues related to the Portable People Meter radio ratings service in local markets.

Revised Portable People Meter Rollout Schedule

First survey month of "currency" PPM data for buy/sell transactions

Market.....................................New schedule.........Former Schedule
New York...................... .........September 2008.......December 2007
Nassau-Suffolk......................September 2008.......December 2007
Middlesex-Somerset-Union...September 2008.......December 2007
Los Angeles...........................September 2008.........March 2008
Riverside.................................September 2008.......March 2008
Chicago...................................September 2008........March 2008
San Francisco........................September 2008.........June 2008
San Jose..................................September 2008.........June 2008
Dallas......................................December 2008...........September 2008

Arbitron intends to introduce the Portable People Meter service in Atlanta, Detroit, Washington D.C. and in subsequent markets, as originally scheduled.

The ratings for the September 2008 PPM survey month (August 21 – September 17) are scheduled to be delivered to customers on October 8, 2008. The first "currency" survey month in Los Angeles, Rivers ide, Chicago, San Francisco and San Jose will be preceded by two "pre-currency" monthly PPM reports in July and August. In Dallas, the two "pre-currency" months will be October and November 2008. The first "currency" month in Dallas will be the December PPM survey month (November 13 – December 10) which is currently scheduled to be released on December 31, 2008.

New York, Nassau-Suffolk and Middlesex-Somerset-Union "pre-currency" data will continue to be released through August 2008 but only as monthly reports for research and evaluation purposes, and not in a format that can be used by software systems that have a scheduler module which is used for the buying and selling of radio station advertising.

This decision does not impact the Portable People Meter radio ratings services currently in operation in Houston and Philadelphia. Monthly and weekly ratings reports based on the currently installed PPM panels in these two markets will continue to be issued to radio stations, agencies an d advertisers as scheduled for their use in the buying and selling of radio station advertising.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

99.1 Press release of Arbitron Inc. dated November 26, 2007

Forward-Looking Statements

This Form 8-K (including Exhibit 99.1) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries ("we," "our," "Arbitron" or the "Company") 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, in no particular order, whether we will be able to:

• successfully implement the rollout of our Portable People MeterTM service;
• renew contracts with large customers as they expire;
• successfully execute our business strategies, including entering into potential acquisition, joint-venture or other material third-party agreements;
• effectively manage the impact of any further ownership shifts in the radio and advertising agency industries;
• respond to 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;
• successfully manage the impact on costs of data collection due to lower respondent cooperati on in surveys, privacy concerns, consumer trends, technology changes and/or government regulations;
• successfully design, recruit, and maintain PPM panels that appropriately balance research quality, panel size and operational cost;
• successfully develop and implement technology solutions to measure multi-media and advertising in an increasingly competitive environment; and
• successfully obtain and/or maintain Media Rating Council® accreditation for our audience measurement services.

Additional important factors known to Arbitron that could cause actual results to differ materially from our forward-looking statements 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 1A. RISK FACTORS" in Arbitron’s Annual Report on Form 10-K for the year ended December 31, 2006.

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.






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.
          
November 26, 2007   By:   /s/ Timothy T. Smith
       
        Name: Timothy T. Smith
        Title: Executive Vice President & Chief Legal Officer, Legal & Business Affairs & Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release issued by Arbitron Inc. on Novemebr 26, 2007
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Press
Information

Contact: Thom Mocarsky

Arbitron Inc.

410-312-8239

thom.mocarsky@arbitron.com

FOR IMMEDIATE RELEASE

Arbitron to delay commercialization of the Portable People MeterTM radio ratings service
in New York, Los Angeles, Chicago, San Francisco and Dallas

Company Revises Financial Guidance For 2007

NEW YORK; November 26, 2007 – Arbitron Inc. (NYSE: ARB) announced today that it will delay the commercialization of its Portable People Meter (PPM) radio ratings service in nine markets. New York, Nassau–Suffolk and Middlesex–Somerset–Union will be delayed by nine months; Los Angeles, Riverside and Chicago by six months; and San Francisco, San Jose and Dallas by three months.

In these nine markets, the Company will extend the use of the paper and pencil diary system that has been serving the industry since 1965. During the delay, Arbitron will continue to work with customers, the Media Rating Council®, other industry organizations and community groups on the research and business issues related to the Portable People Meter radio ratings service in local markets.

“We remain confident in the audience estimates that the Portable People Meter service is producing. However, over the past three weeks, feedback from our customers, the Media Rating Council and other constituencies has led us to conclude that the radio industry would be better served if we were to delay further commercialization of the PPM in order to address their issues,” said Steve Morris, chairman, president and chief executive officer, Arbitron Inc.

“We already have a number of initiatives in the pipeline for implementation in the first quarter of 2008 that we believe will improve the performance of our PPM samples. Our intention is to expand significantly this list of improvement initiatives by working closely with customers, industry organizations and community groups. We expect that the Media Rating Council will be a particularly valuable source of guidance and advice on the more technically oriented aspects of this review and improvement process and we intend to work closely with the members of the MRC over the next several months,” said Mr. Morris.

“We also plan to use the additional time to work closely with community leaders to review the workings of the Portable People Meter service and to gather their insights as to how we might improve compliance among persons 18-34, including ethnic young adults, across the diverse communities of New York, Los Angeles, Chicago and subsequent markets,” said Mr. Morris.

Revised Portable People Meter Rollout Schedule
First survey month of “currency” PPM data for buy/sell transactions

         
Market   New schedule   Former Schedule
New York
  September 2008   December 2007
 
       
Nassau-Suffolk
  September 2008   December 2007
 
       
Middlesex-Somerset-Union
  September 2008   December 2007
 
       
Los Angeles
  September 2008   March 2008
 
       
Riverside
  September 2008   March 2008
 
       
Chicago
  September 2008   March 2008
 
       
San Francisco
  September 2008   June 2008
 
       
San Jose
  September 2008   June 2008
 
       
Dallas
  December 2008   September 2008
 
       

Arbitron intends to introduce the Portable People Meter service in Atlanta, Detroit, Washington D.C. and in subsequent markets, as originally scheduled.

The ratings for the September 2008 PPM survey month (August 21 – September 17) are scheduled to be delivered to customers on October 8, 2008. The first “currency” survey month in Los Angeles, Riverside, Chicago, San Francisco and San Jose will be preceded by two “pre-currency” monthly PPM reports in July and August. In Dallas, the two “pre-currency” months will be October and November 2008. The first “currency” month in Dallas will be the December PPM survey month (November 13 – December 10) scheduled to be released on December 31, 2008.

New York, Nassau-Suffolk and Middlesex-Somerset-Union “pre-currency” data will continue to be released through August 2008 but only as monthly reports for research and evaluation purposes, and not in a format that can be used by software systems that have a scheduler module which is used for the buying and selling of radio station advertising.

This decision does not impact the Portable People Meter radio ratings services currently in operation in Houston and Philadelphia. Monthly and weekly ratings reports based on the currently installed PPM panels in these two markets will continue to be issued to radio stations, agencies and advertisers as scheduled for their use in the buying and selling of radio station advertising.

Revised Financial Guidance for 2007 and Outlook for 2008
As a result of its decision to delay further implementation of the Portable People Meter service, the Company is updating its previously issued guidance to reflect the resultant financial impact. Earnings per share (diluted) for 2007 are currently estimated to be between $1.30 and $1.35 as compared to its previously issued earnings per share guidance of $1.35 to $1.45.

In addition, the Company currently estimates the impact of foregone revenue and additional costs required to produce diary estimates in the affected markets will reduce 2008 earnings by $0.22 to $0.33 per share (diluted). Consistent with past practices, detailed annual revenue and earnings per share guidance will be provided in conjunction with our fourth quarter 2007 earnings release expected to be issued in February 2008.

Conference call: schedule and access

Arbitron will host a conference call at 9:00 a.m. ET on Tuesday, November 27 to discuss the revision to the Portable People Meter rollout schedule and other relevant matters. To listen to the call, dial (toll free) 888-694-4641. The conference call can be accessed from outside of the United States by dialing 973-582-2734. To participate, users will need to use the following code: 9500497. The call will also be available live on the Internet at the following sites: www.arbitron.com, www.ccbn.com and www.streetevents.com.

About Arbitron

Arbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving the media – radio, television, cable, online radio and out-of-home – as well as advertisers and advertising agencies in the United States 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 a world-renowned research and technology organization located in Columbia, Maryland. Arbitron has approximately 2,100 employees; its executive offices are located in New York City.

Through its Scarborough Research joint venture with The Nielsen Company, Arbitron provides additional media and marketing research services to the broadcast television, newspaper and online industries.

###

Portable People MeterTM and PPMTM are marks of Arbitron Inc.

Media Rating Council® and the “double checkmark” logo design are registered marks of the Media Rating Council.

Arbitron Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries (“we,” “our,” “Arbitron” or the “Company”) 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, in no particular order, whether we will be able to:

  successfully implement the rollout of the Portable People Meter service;

  renew contracts with large customers as they expire;

  successfully execute our business strategies, including entering into potential acquisition, joint-venture or other material third-party agreements;

  effectively manage the impact of any further ownership shifts in the radio and advertising agency industries;

  respond to 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;

  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;

  successfully design, recruit, and maintain PPM panels that appropriately balance research quality, panel size and operational cost;

  successfully develop and implement technology solutions to measure multi-media and advertising in an increasingly competitive environment; and

  successfully obtain and/or maintain Media Rating Council accreditation for our audience measurement services.

Additional important factors known to Arbitron that could cause actual results to differ materially from our forward-looking statements 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 1A. RISK FACTORS” in Arbitron’s Annual Report on Form 10-K for the year ended December 31, 2006.

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.

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