<PAGE> 1
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): December 13, 1994
-----------------
GREY ADVERTISING INC.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-7898 13-5563596
- ------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission) (I.R.S. Employer
Incorporation) File Number) Identification No.)
777 Third Avenue, New York, New York 10017
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 546-2000
--------------
N/A
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
INDEX TO EXHIBITS APPEARS ON PAGE 4
<PAGE> 2
Item 5. Other Events
------------
On December 13, 1994, Grey Advertising Inc.
("Grey") announced that it will be taking a non-cash
write-off almost entirely of goodwill associated with
past acquisitions. The amount of the write-off is
expected to be in the range of $35,000,000 to $40,000,000
(or between $27.00 and $31.00 per share) on an after-tax
basis. As a result of the write-off, Grey will record a
substantial loss for the year 1994.
Grey also announced that the Board of Directors
increased the annual dividend payout from $3.25 to $3.50
per share. The increased rate will be effective with the
quarterly dividend ($.875 per share) payable on December
29, 1994 to holders of record on December 22, 1994.
A copy of the press release is filed as an
exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
-----------------------------------
The following exhibit is filed herewith:
1. Press release dated December 13, 1994
2
<PAGE> 3
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
thereunto duly authorized.
Dated: December 16, 1994
GREY ADVERTISING INC.
By: /s/ Steven G. Felsher
------------------------
Name: Steven G. Felsher
Title: Principal Financial Officer
3
<PAGE> 4
Exhibit Index
-------------
Sequentially
Numbered
Exhibit Description Page
------- ----------- -------------
99.1 Press Release, dated
December 13, 1994 5
4
<PAGE> 1
EXHIBIT 99.1
-------
GREY
Contact: Steven Felsher (212) 546-2440
Toni Lee (212) 546-2422
PRESS RELEASE
GREY ANNOUNCES NON-CASH, GOODWILL WRITE-OFF
New York, December 13, 1994 -- Grey Advertising Inc.
(NASDAQ NMS: Grey) today announced that it will be taking
a non-cash write-off almost entirely of goodwill
associated with past acquisitions. The amount of the
write-off is expected to be in the range of $35,000,000 to
$40,000,000 (or between $27.00 and $31.00 per share) on an
after-tax basis.
The company indicated that, as part of the continuing
review of the carrying value of its assets, it had
determined the write-off would be appropriate. The
company emphasized that this is entirely a non-cash charge
and the write-off relates almost exclusively to goodwill
associated with numerous international acquisitions
principally made in the 1980's.
5
<PAGE> 2
As a result of the non-cash write-off, Grey will record a
substantial loss for the year. Absent the non-cash write-
off, Grey expects net income for 1994 to be at or about
its 1993 results. For the nine months ended September 30,
1994, Grey reported net income of $11,638,000 or $8.52 per
share.
Grey also announced that, for the 20th consecutive year,
it is increasing its annual dividend. The Board of
Directors increased the annual dividend payout from $3.25
to $3.50 per share. The increased rate will be effective
with the quarterly dividend ($.875 per share) payable on
December 29, 1994 to holders of record on December 22,
1994.
Edward H. Meyer, Chairman, President and Chief Executive
Officer of Grey, commented, "This charge relates to our
experience in coming out of the advertising recession in
Europe and other markets. The charge has no impact on our
cash resources or our cash flow. On an operating basis,
our international operations as a group are strong and are
a major contributor to the company's profits."
Grey is the eighth largest advertising agency in the world
with 231 offices in 106 cities in 52 countries.
6
