-----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, BWOyD4koYwxamk2kHTP99pG6AczCFEnH9hLmM1vR+RahhL2pLFavGeHAiU5WMxVk y6dninuaVQHDfF9xL+bggg== 0001299933-08-003492.txt : 20080721 0001299933-08-003492.hdr.sgml : 20080721 20080721092032 ACCESSION NUMBER: 0001299933-08-003492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070721 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080721 DATE AS OF CHANGE: 20080721 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: 08960392 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_28138.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):   July 21, 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 July 21, 2008, Arbitron Inc. (the "Company") issued a press release announcing, among other things, a new Portable People MeterTM ("PPM") sample program that it presented at the July Arbitron Radio Advisory Council meeting. The program is designed to deliver a larger 12+ sample target. The company also announced an increase in its 18-54 sample size guarantee from 80 to 90 percent and raised other key sample benchmarks in its PPM radio ratings service. The previously announced 18-54 sample size guarantee will now apply in each PPM local market beginning with the first month of PPM currency in that market, rather than the fourth month of PPM currency. Additionally, beginning with the first anniversary of PPM currency in a local market the threshold for the Persons 18-54 sample size will be increased to 90 percent of the company’s published sample size target applicable to that local market.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incor porated 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 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 July 21, 2008

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries 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 we have derived from information currently available to us. 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 i nclude, in no particular order, whether we will be able to:

• successfully implement the commercialization of our Portable People MeterTM service;
• successfully design, recruit, and maintain PPM panels that appropriately balance research quality, panel size and operational cost;
• complete the Media Rating Council ("MRC") audit of our local market PPM ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement services;
• 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, if any, 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 develop and implement technology solutions to measure new forms of audio content and delivery, multi-media and advertising in an increasingly competitive environment; and
• successfully maintain industry confidence in our products and services in light of governmental regulation, legislation, litigation, activism or adverse public relations efforts prompted by various industry groups and market segments.

There are a number of additional important factors that could cause actual events or our actual results to differ materially from those indicated by s uch forward-looking statements, including, without limitation, the risk factors set forth in the caption "ITEM 1A. — RISK FACTORS" in our Annual Report on Form 10-K for the year ended December 31, 2007, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements contained in this document represent our estimates only as of the date hereof, and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.






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.
          
July 21, 2008   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 of Arbitron Inc. dated July 21, 2008
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

FOR IMMEDIATE RELEASE

Arbitron plans to increase the Persons 12+ sample target
Company Raises 18-54 Guarantee

Persons 12+ sample target to increase by 10 percent;
Persons 18-54 guarantee upped to 90 percent, after first year of currency;
Persons 6+ and 18-34 sample benchmarks also raised

NEW YORK; July 21, 2008 – Arbitron Inc. (NYSE: ARB) today announced a new Portable People MeterTM sample program which was presented at the July Arbitron Radio Advisory Council meeting. The program is designed to deliver a larger 12+ sample target. The company also announced an increase in its 18-54 sample size guarantee from 80 to 90 percent and raised other key sample benchmarks in PPM markets. Arbitron will announce additional details of the PPM sample plan and the effective dates of the individual components in the coming weeks.

“The PPM sample program we unveiled at the Advisory Council Meeting is a significant step forward,” said Steve Morris, chairman, president and chief executive officer, Arbitron Inc. “The Advisory Council deserves credit from the industry for providing Arbitron with insights and input over the last few months which enabled us to raise the bar regarding these key PPM sample metrics,” continued Mr. Morris.

Key components of the PPM sample plan debuted at the July 2008 Arbitron Radio Advisory Council include:

    Increasing the Persons 12+ sample target by ten percent

    Increasing the threshold for the Persons 18-54 sample size guarantee from 80 percent to 90 percent

    Raising the PPM sample benchmarks for total Persons 6+ from 90 to 100 percent.

    Increasing the sample benchmarks for 18-34 from 70-75 percent at month six, prior to the 80 percent benchmark for year two and beyond.

Persons 12+ sample target to increase by ten percent at no cost to customers
Arbitron plans to increase the Persons 12+ sample target in current and future PPM markets by ten percent.

Arbitron is considering several approaches for achieving the Persons 12+ sample target including, among other means, an increase to the cell phone only household sampling rate, redistributing children 6-11 sample and/or the introduction of sample stratification. The specific combinations of approaches are pending the outcome of methodological tests and further industry consultation.

Arbitron plans to implement the increase in Person 12+ sample target in phases, beginning in 2009, with completion currently expected by the end of 2010.

Persons 18-54 sample guarantee threshold to increase from 80 to 90 percent
Arbitron also announced two changes to its previously disclosed Persons 18-54 PPM sample size guarantee. First, the current guarantee threshold of 80 percent will now take effect in each PPM local market with the first month of PPM currency in that market instead of the fourth. Second, starting on the first anniversary of PPM currency in the local market, the threshold for the Persons 18-54 sample size guarantee will be raised to 90 percent of the sample target as determined based on a 13-report monthly rolling average.

Persons 6+ benchmark to increase from 90 to 100 percent
The company plans two changes to its persons 6+ benchmark. The current benchmark of 90 percent of the sample target for persons 6+ will take effect in the first month of currency instead of the fourth. Starting on the first anniversary of PPM currency in a market, the Persons 6+-sample benchmark will be raised from 90 to 100 percent of the sample target based on a 13-report monthly rolling average.

18-34 demographic benchmark to increase from 70 percent to 75 percent at month six
Arbitron’s new sample plan involves three elements for its 18-34 benchmarks. First, the current benchmark – 70 percent of target – will take effect with the first currency report instead of the current approach, which begins on the fourth month. Second, the benchmark will be raised to 75 percent of target with the sixth currency report. Lastly, the 18-34 benchmark will increase to 80 percent of target effective with first anniversary of PPM currency in a market based on a 13-report monthly rolling average.

The 18-34 benchmarks apply (depending on market population) to the following gender, race and ethnicity breaks: Persons, Men, Women, Black, Hispanic and Other.

Industry feedback
“We will review the specific methods by which we plan to achieve these enhancements with the Media Rating Council and the NAB Committee on Local Radio Audience Measurement (COLRAM),” said Mr. Morris.

Arbitron intends to provide a more detailed summary of the plan along with milestones and timelines in the weeks to come.

About Arbitron

Arbitron Inc. (NYSE: ARB) is a 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. 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.

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.

Arbitron’s marketing and business units are supported by a world-renowned research and technology organization located in Columbia, Maryland. Arbitron’s executive offices are located in New York City.

###

Portable People MeterTM and PPMTM are marks of Arbitron Inc.

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 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 we have derived from information currently available to us. 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 commercialization of our Portable People MeterTM service;

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

    complete the Media Rating Council (“MRC”) audit of our local market PPM ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement services;

    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, if any, 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 develop and implement technology solutions to measure new forms of audio content and delivery, multi-media and advertising in an increasingly competitive environment;and

    successfully maintain industry confidence in our products and services in light of governmental regulation, legislation, litigation, activism or adverse public relations efforts prompted by various industry groups and market segments.

There are a number of additional important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, the risk factors set forth in the caption “ITEM 1A. — RISK FACTORS” in our Annual Report on Form 10-K for the year ended December 31, 2007, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements contained in this document represent our estimates only as of the date hereof, and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

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