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): October 6, 2008

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.

Commercialization of Portable People MeterTM Radio Ratings Service in Eight Local Markets

On October 6, 2008, Arbitron Inc. (the "Company") announced that it has commercialized its Portable People Meter radio ratings services in eight new markets.

The Company has released radio audience estimates for the September 2008 PPMTM survey month (August 21-September 17) to its subscribers in New York, Los Angeles, Chicago, San Francisco, Nassau-Suffolk, Middlesex-Somerset-Union, Riverside-San Bernardino, and San Jose.

Effective October 6, 2008, the PPM radio audience estimates for these markets should be used as the basis for buy/sell transactions of radio commercial time among subscribing stations, agencies and advertisers. In addition, the July and August PPM survey months, which Arbitron had previously released as "pre-currency" information, are now designated as "currency" data. The Spring 2008 diary-based radio audience report (April 3-June 25) is no longer deemed "currency" for buy/sell transactions.

Commencement of Civil Action Seeking Declaratory Judgment and Injunctive Relief Against the Attorney General for the State of New York

On October 6, 2008, the Company also announced that it has commenced a lawsuit in the United States District Court for the Southern District of New York, seeking a declaratory judgment and injunctive relief against the Attorney General for the State of New York to prevent any attempt to restrain the Company’s publication of its PPM listening estimates.

The Company stated that any restraint on the publication of its PPM listening estimates would have an adverse impact on the radio broadcast industry and advertising industries as a whole, would cause the Company’s business to suffer severe irreparable harm, would cause economic injury to the Company’s shareholders and violates the Company’s First Amendment rights to publish its radio audience listening estimates.

Among other things, the Company is seeking the following relief:

• a judgment declaring that the publication of its PPM listening estimates is fully protected by the U.S. and New York Constitutions; and

• a preliminary and permanent injunction along with a temporary restraining order enjoining the New York Attorney General from attempting to restrain or prevent Arbitron from publishing its PPM listening estimates.

On October 6, 2008, the Company issued a press release regarding the commercialization of the PPM service in eight local markets. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On October 6, 2008, the Company also issued a press release regarding the commencement of its civil action in the United States District Court for the Southern District of New York. A copy of that press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.0 1 (including Exhibits 99.1 and 99.2) 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.

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

99.1 Press Release of Arbitron Inc. regarding commercialization of the PPM radio ratings service in eight local markets dated October 6, 2008

99.2 Press Release of Arbitron Inc. regarding the commencement of its civil action in the United States District Court for the Southern District of New York dated October 6, 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 include, in no particular order, whether we will be able to:

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

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 forw ard-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.
October 6, 2008	By:	/s/ Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President, Legal and Business Affairs, Chief Legal Officer adn Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. regarding commercialization of the PPM radio ratings service in eight local markets dated October 6, 2008
99.2	Press Release of Arbitron Inc. regarding the commencement of its civil action in the United States District Court for the Southern District of New York dated October 6, 2008

EX-99.1

FOR IMMEDIATE RELEASE

Arbitron commercializes the Portable People Meter radio ratings service
in eight local markets
New York, Los Angeles, Chicago, San Francisco today join
Philadelphia and Houston as PPM markets in the top ten radio metros;
Nassau-Suffolk, Middlesex-Somerset-Union, Riverside-San Bernardino and San Jose also go electronic.

NEW YORK; October 6, 2008 – Arbitron Inc. (NYSE: ARB) announced today that it has commercialized its Portable People Meter^TM radio ratings services in eight new markets.

Arbitron has released radio audience estimates for the September 2008 PPM^TM survey month (August 21-September 17) to its subscribers in New York, Los Angeles, Chicago, San Francisco, Nassau-Suffolk, Middlesex-Somerset-Union, Riverside-San Bernardino and San Jose.

Effective today, the PPM radio audience estimates for these markets should be used as the basis for buy/sell transactions of radio commercial time among subscribing stations, agencies and advertisers. In addition, the July and August PPM survey months, which Arbitron had previously released as “pre-currency” information, are now designated as “currency” data. The Spring 2008 diary-based radio audience report (April 3-June 25) is no longer deemed “currency” for buy/sell transactions.

Said Steve Morris, chairman, president, chief executive officer, Arbitron Inc: “We are commercializing our Portable People Meter radio ratings services in these markets in order to meet our obligations to our customers and to the radio industry.”

“Without PPM, the industry will not have up-to-date estimates of the radio audience in the nation’s largest markets to facilitate an efficient buy-sell process for radio advertising. Advertisers are in the process of planning their ad budgets for all media including radio. Our goal with the commercialization of the PPM is to help radio remain competitive in an increasingly challenging media marketplace,” said Mr. Morris.

About the Portable People Meter
The Arbitron Portable People Meter system uses a passive audience measurement device – about the size of a small cell phone – to track consumer exposure to media and entertainment, including broadcast, cable and satellite television; terrestrial, satellite and online radio as well as cinema advertising and many types of place-based electronic media. Carried throughout the day by randomly selected survey participants, the PPM^TM device can track when and where they watch television, listen to radio as well as how they interact with other forms of media and entertainment.

The PPM detects inaudible codes embedded in the audio portion of media and entertainment content delivered by broadcasters, content providers and distributors. At the end of the day, the meter is placed in a docking station that extracts the codes and sends them to a central computer. The PPM is equipped with a motion sensor, a patented quality control feature unique to the system, which allows Arbitron to confirm the compliance of the PPM survey participants every day.

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 Meter^TM and PPM^TM 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 Meter^TM service;

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

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

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

• 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; and

• successfully develop and implement technology solutions to measure new forms of audio content and delivery, multimedia and advertising in an increasingly competitive environment.

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.

FOR IMMEDIATE RELEASE

Arbitron Inc. Seeks Declaratory Judgment and Injunctive Relief against
the Attorney General for the State of New York
Company files suit in Federal Court to prevent a restraint of publication
of Portable People Meter listening estimates;
Maintains that restraint of PPM would have an adverse impact on the radio industry
and violates Company’s First Amendment rights.

NEW YORK; October 6, 2008 – Arbitron Inc. (NYSE: ARB) announced today that it has asked the United States District Court for the Southern District of New York, for a declaratory judgment and injunctive relief against the Attorney General for the State of New York to prevent any attempt to restrain Arbitron’s publication of its Portable People Meter^TM listening estimates.

The Company stated that any restraint on the publication of its PPM^TM listening estimates would have an adverse impact on the radio broadcast industry and advertising industries as a whole, would cause Arbitron’s business to suffer severe irreparable harm, would cause economic injury to Arbitron’s shareholders and violates the Company’s First Amendment rights to publish its radio audience listening estimates.

Among other things, the Company is seeking the following relief:

• a judgment declaring that the publication of its PPM listening estimates is fully protected by the U.S. and New York Constitutions; and

• a preliminary and permanent injunction along with a temporary restraining order enjoining the New York Attorney General from attempting to restrain or prevent Arbitron from publishing its PPM listening estimates.

“Arbitron publicly announced in November 2007 that we intended to commercialize our Portable People Meter radio ratings service in New York with the release of the September 2008 PPM survey report on October 8, 2008. The New York Attorney General has waited until October 2, less than a week before our scheduled commercialization, to notify Arbitron that his office intends to bring a lawsuit seeking to enjoin alleged violations of New York law. Such conduct is unfair to Arbitron and is unfair to the radio and advertising industries. We are asking the United States District Court to uphold our First Amendment rights and to prevent the New York Attorney General from attempting to restrain publication of our Portable People Meter listening estimates,” said Steve Morris, president, chairman and chief executive officer, Arbitron Inc.

About the Portable People Meter
The Arbitron Portable People Meter system uses a passive audience measurement device – about the size of a small cell phone – to track consumer exposure to media and entertainment, including broadcast, cable and satellite television; terrestrial, satellite and online radio as well as cinema advertising and many types of place-based electronic media. Carried throughout the day by randomly selected survey participants, the PPM device can track when and where they watch television, listen to radio as well as how they interact with other forms of media and entertainment.

The PPM detects inaudible codes embedded in the audio portion of media and entertainment content delivered by broadcasters, content providers and distributors. At the end of the day, the meter is placed in a docking station that extracts the codes and sends them to a central computer. The PPM is equipped with a motion sensor, a patented quality control feature unique to the system, which allows Arbitron to confirm the compliance of the PPM survey participants every day.

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 Meter^TM and PPM^TM 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 Meter^TM service;

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

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

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

• 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; and

• successfully develop and implement technology solutions to measure new forms of audio content and delivery, multimedia and advertising in an increasingly competitive environment;

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.