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): January 11, 2010

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.)
9705 Patuxent Woods Drive, Columbia, Maryland		21046
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 410-312-8000

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 11, 2010, Arbitron Inc. (the "Company") announced that, effective immediately, Michael P. Skarzynski resigned from his position as the Company’s President and Chief Executive Officer and resigned from serving on the Company’s Board of Directors.

The Company also announced that, effective January 11, 2010, William T. Kerr, a member of the Company’s Board of Directors, will assume the position of President and Chief Executive Officer.

The information under the caption "Additional Background Information Regarding Mr. Kerr" in the press release attached hereto as Exhibit 99.1 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 11, 2010, the Company also updated the status of the Company’s application for accreditation by the Media Rating Council of the monthly Average Quarter Hour radio ratings data produced by the Arbitron Portable People Meter™ radio ratings service in 21 local markets. A copy of the press release announcing the status update is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Arbitron Inc. dated January 11, 2010
Exhibit 99.2 Press Release of Arbitron Inc. dated January 11, 2010

Arbitron 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 uncertainti es include, in no particular order, whether we will be able to:
• absorb costs related to legal proceedings and governmental entity interactions and avoid related fines, limitations, or conditions on our business activities;
• successfully commercialize our Portable People MeterTM service;
• successfully manage the impact on our business of the current economic downturn generally, and in the advertising market, in particular, including, without limitation, the insolvency of any of our customers or the impact of such downturn on our customers’ ability to fulfill their payment obligations to us;
• successfully maintain and promote industry usage of our services, a critical mass of broadcaster encoding, and the proper understanding of our audience measurement services and methodology in light of governmental actions, including investigation, regulation, legislation or litigation, customer or industry group activism, or adverse community or public relations efforts ;
• compete with companies that may have financial, marketing, sales, technical, or other advantages over us;
• successfully design, recruit and maintain PPM panels that appropriately balance research quality, panel size, and operational cost;
• successfully develop, implement, and fund initiatives designed to increase sample quality;
• complete the Media Rating Council, Inc. (“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 key customers;
• 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;
• effectively respond to rapidly changing technological needs of our customer base, including creating new proprietary software systems, such as software systems to support our cell phone-only sampling plans, and new customer services that meet these needs in a timely manner;
• successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, consumer trends including a trend toward increasing incidence of cell phone-only households, privacy concerns, technology changes, and/or government regulations;
• successfully develop and implement technology solutions to encode and/or measure new forms of media content, delivery and advertising in an increasingly competitive environment;
• successfully manage the transition associated with our new CEO; and
• realize the anticipated savings from the Company’s workforce and expense reduction program.
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, 2008, 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.

The information in Item 7.01 of this Form 8-K and attached Exhibits shall not be deemed "filed" for purposes of Section 18 of 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 1 933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.
January 11, 2010	By:	Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President & Chief Legal Officer, Legal and Business Affairs & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. dated January 11, 2010
99.2	Press Release of Arbitron Inc. dated January 11, 2010

EX-99.1

Press
Information

Investor Contact: Thom Mocarsky
Arbitron Inc.
410-312-8239
thom.mocarsky@arbitron.com

Media Contacts: Deirdre Blackwood
Arbitron Inc.
410-312-8523
didi.blackwood@arbitron.com

FOR IMMEDIATE RELEASE

Arbitron Announces Resignation of Chief Executive Officer Michael Skarzynski
 
William T. Kerr to Serve as Chief Executive Officer
Investor Call Scheduled for 12:00 pm (ET) Tuesday January 12, 2010  

COLUMBIA, MD – JANUARY 11, 2010 –The Board of Directors of Arbitron, Inc. (NYSE: ARB) announced today that, effective immediately, Michael P. Skarzynski has resigned as President and Chief Executive Officer, and as a member of the Company’s Board of Directors. Also effective immediately, William T. Kerr, a member of the Company’s Board of Directors, will become Arbitron’s President and Chief Executive Officer.

“Bill’s experience as a Chief Executive Officer and Chairman of a large public media company coupled with his board memberships make him uniquely qualified to lead Arbitron. Additionally, Bill’s service as a member of Arbitron’s Board of Directors should provide a fast and effective transition into his new role,” said Philip Guarascio, Chairman of the Board, Arbitron Inc.

Mr. Skarzynski and the Company’s Board together determined that he had violated a Company policy in a matter entirely unrelated to the financial performance of the Company. Accordingly, Mr. Skarzynski has submitted his resignation to the Company.

Arbitron will host a conference call at 12:00 noon Eastern Time, Tuesday January 12.

The Company invites you to listen to the call by dialing (toll free) 888-562-3356. The conference call can be accessed from outside of the United States by dialing 973-582-2700. To participate, users will need to use the following code: 50602911. The call will also be available live on the Internet at the following sites: www.arbitron.com and www.streetevents.com.  

Additional Background Information Regarding Mr. Kerr  

William T. Kerr, age 68, has been a Director of Arbitron since May 2007. From July 2006 to the present, Mr. Kerr has been Chairman of the Board of Directors of Meredith Corporation, a New York Stock Exchange listed diversified media company that publishes magazines and special interest publications and also owns and operates local television stations. Mr. Kerr has been a member of the Meredith Corporation Board of Directors since 1994. Mr. Kerr was Chairman and Chief Executive Officer of Meredith Corporation from January 1996 until July 2007. Mr. Kerr was President and Chief Operating Officer of Meredith Corporation, from 1994 to 1996, President, Magazine Group and Executive Vice President of Meredith, from 1991 to 1994.

Mr. Kerr has been a member of the Boards of Directors of The Interpublic Group of Companies, Inc., a New York Stock Exchange listed marketing communications and marketing services company, since November 2006; Whirlpool Corporation, a New York Stock Exchange listed appliance manufacturer, since June 2006; The Principal Financial Group, Inc., a New York Stock Exchange listed financial services company, since 2001; and a member of the Board of Penton Media, Inc., a private firm.  

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. 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.

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Portable People Meter^TM and PPM^TM are marks of Arbitron Inc.

Arbitron Forward-Looking Statements

Statements in this release that are not strictly historical, including the statements regarding expectations for 2010 and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include, among other things, the current global economic recession and the upheaval in the credit markets and financial services industry, competition, our ability to develop and successfully market new products and technologies, our ability to successfully commercialize our Portable People Meter^TM service, the growth rates and cyclicality of markets we serve, our ability to expand our business in new markets, our ability to successfully identify, consummate and integrate appropriate acquisitions, the impact of increased costs of data collection including a trend toward increasing incidence of cell phone-only households, litigation and other contingent liabilities including intellectual property matters, our compliance with applicable laws and regulations and changes in applicable laws and regulations, our ability to achieve projected efficiencies, cost reductions, sales growth and earnings, and international economic, political, legal and business factors. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2008 Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update any forward-looking statement.

Press
Information

Contact: Deidre Blackwood
Arbitron Inc.
410-312-8523
Didi.Blackwood@arbitron.com

For Immediate Release

—Arbitron Updates its MRC Accreditation Status—

COLUMBIA, MD — January 11, 2010 – Arbitron Inc. (NYSE: ARB) today issued the following statement regarding the status of the Company’s application for accreditation by the Media Rating Council (MRC) of the monthly Average Quarter Hour (AQH) radio ratings data produced by the Arbitron Portable People Meter™ (PPM™) radio ratings service in 21 local markets.

Arbitron has been informed by the MRC that it has accredited the monthly AQH radio ratings data produced by the PPM service in the Minneapolis-St. Paul market – which joins Houston-Galveston and Riverside-San Bernardino as accredited markets for Arbitron’s PPM ratings service.

Additionally, Arbitron has been notified that the MRC will deny accreditation to PPM services in the following local markets: Atlanta, Baltimore, Boston, Chicago, Dallas, Denver, Detroit, Los Angeles, New York, Miami, Philadelphia, Phoenix, Pittsburgh, St. Louis, San Diego, Seattle, Tampa-St. Petersburg, and Washington, DC. Further, the MRC closed without action audits for two California markets (San Francisco and San Jose) and these two markets remain unaccredited. Arbitron will collaborate with the MRC to re-audit each of these markets in 2010.

The Company is encouraged by the accreditation of Minneapolis-St. Paul, which further validates our Radio First methodology. The Company understands the MRC’s need to close out old audits. Arbitron believes that across all of its PPM markets it has demonstrated significant progress and ongoing commitment to improvement requested by the MRC.

The Company continues to adhere to the MRC accreditation process, and looks forward to working together with the MRC on that process.

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. 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 ^TM, a new technology for media and marketing research.

PPM ratings are based on audience estimates and are the opinion of Arbitron and should not be relied on for precise accuracy or precise representativeness of a demographic or radio market.

###

Portable People Meter^TM and PPM^TM are marks of Arbitron Inc.

Arbitron Forward-Looking Statements

Statements in this release that are not strictly historical, including the statements regarding expectations for 2010 and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include, among other things, the current global economic recession and the upheaval in the credit markets and financial services industry, competition, our ability to develop and successfully market new products and technologies, our ability to successfully commercialize our Portable People Meter^TM service, the growth rates and cyclicality of markets we serve, our ability to expand our business in new markets, our ability to successfully identify, consummate and integrate appropriate acquisitions, the impact of increased costs of data collection including a trend toward increasing incidence of cell phone-only households, litigation and other contingent liabilities including intellectual property matters, our compliance with applicable laws and regulations and changes in applicable laws and regulations, our ability to achieve projected efficiencies, cost reductions, sales growth and earnings, and international economic, political, legal and business factors. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2008 Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update any forward-looking statement.