SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
GREY ADVERTISING INC.
_______________________________________________________
(Name of Issuer)
Common Stock, par value $1 per share
Limited Duration Class B Common Stock, par value $1 per share
_______________________________________________________
(Title of Class of Securities)
397838 10 3
397838 20 2
___________
(CUSIP Number)
Edward H. Meyer
c/o Grey Advertising Inc.
777 Third Avenue, New York, N.Y. 10017
______________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 7, 1994
_____________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 397838 10 3 (Common Stock)
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Edward H. Meyer
____________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A (a) ( )
MEMBER OF A GROUP (b) (X)
____________________________________________________________
(3) SEC USE ONLY
____________________________________________________________
(4) SOURCE OF FUNDS
PF; 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
____________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
____________________________________________________________
(7) SOLE VOTING POWER
105,953 shares
79,665 shares (voting
power by Mr. Meyer as
Trustee; beneficial
ownership disclaimed)
NUMBER OF SHARES 25,500 shares (issuable
BENEFICIALLY OWNED upon conversion of
BY EACH REPORTING debentures)
PERSON WITH _____________________________________
(8) SHARED VOTING POWER
50,850 shares held in
Employee Stock Ownership
Plan
_____________________________________
(9) SOLE DISPOSITIVE POWER
105,953 shares
25,500 shares (issuable
upon conversion of
debentures)
_____________________________________
(10) SHARED DISPOSITIVE POWER
None
____________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
105,953 shares
25,500 shares (issuable upon conversion of debentures)
____________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ( )
____________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (14.2%, including the 25,500 shares
issuable upon conversion of debentures)
____________________________________________________________
(13) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 397838 20 2 (Class B Stock)
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Edward H. Meyer
____________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A (a) ( )
MEMBER OF A GROUP (b) (X)
____________________________________________________________
(3) SEC USE ONLY
____________________________________________________________
(4) SOURCE OF FUNDS
PF; 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
____________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
____________________________________________________________
(7) SOLE VOTING POWER
110,053 shares
86,048 shares (voting
power by Mr. Meyer as
Trustee; beneficial
ownership disclaimed)
NUMBER OF SHARES 25,500 shares (issuable
BENEFICIALLY OWNED upon conversion of
BY EACH REPORTING debentures)
PERSON WITH _____________________________________
(8) SHARED VOTING POWER
59,961 shares held in
Employee Stock Ownership
Plan
_____________________________________
(9) SOLE DISPOSITIVE POWER
110,053 shares
25,500 shares (issuable
upon conversion of
debentures)
_____________________________________
(10) SHARED DISPOSITIVE POWER
None
____________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
110,053 shares
25,500 shares (issuable upon conversion of debentures)
____________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ( )
____________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5% (37.3%, including the 25,500 shares
issuable upon conversion of debentures)
____________________________________________________________
(13) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 7 hereby amends and
supplements the Statement on Schedule 13D, as amended,
filed by Mr. Edward H. Meyer ("Mr. Meyer") relating to
the shares of Common Stock, par value $1 per share
("Common Stock"), shares of Limited Duration Class B
Common Stock, par value $1 per share ("Class B Stock"),
shares of Series 1 Preferred Stock, par value $1.00 per
share (the "Series 1 Preferred Stock"), shares of the
Series 2 Preferred Stock, par value $1.00 per share (the
"Series 2 Preferred Stock"), shares of the Series 3
Preferred Stock, par value $1.00 per share (the "Series 3
Preferred Stock") (the Series 1 Preferred Stock, Series 2
Preferred Stock and Series 3 Preferred Stock being
hereinafter collectively referred to as the "Old
Preferred Stock"), shares of the Series I Preferred
Stock, par value $1.00 per share (the "Series I Preferred
Stock"), shares of the Series II Preferred Stock, par
value $1.00 per share (the "Series II Preferred Stock")
and shares of the Series III Preferred Stock, par value
$1.00 per share (the "Series III Preferred Stock") (the
Series I Preferred Stock, Series II Preferred Stock and
Series III Preferred Stock being hereinafter collectively
referred to as the "New Preferred Stock"), of Grey
Advertising Inc., a Delaware corporation (the "Company").
The Company has its principal executive offices at 777
Third Avenue, New York, New York 10017.
This Amendment relates to the exchange by Mr.
Meyer on April 7, 1994 of 20,000 shares of Series 1
Preferred Stock, 5,000 shares of Series 2 Preferred Stock
and 5,000 shares of Series 3 Preferred Stock for 20,000
shares of Series I Preferred Stock, 5,000 shares of
Series II Preferred Stock and 5,000 shares of Series III
Preferred Stock (this exchange of preferred shares is
referred to hereinafter as the "Exchange Transaction").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The Exchange Transaction was effected pursuant
to a Stockholder Exchange Agreement, dated as of April 7,
1994, between the Company and Mr. Meyer (the "Exchange
Agreement," incorporated herein by reference as Exhibit
1) pursuant to which Mr. Meyer and the Company exchanged
Mr. Meyer's shares of Old Preferred Stock for an equal
number of shares of New Preferred Stock.
The New Preferred Stock was authorized by the
Company's Board of Directors and the powers,
designations, preferences and rights of such series are
set forth in resolutions adopted by the Board of
Directors and are restated in the Company's Restated
Certificate of Incorporation (incorporated herein by
reference as Exhibit 2). The following summary of
certain provisions of such resolutions and the Exchange
Agreement does not purport to be complete and is
qualified in its entirety by reference to the more
complete terms and provisions of the Restated Certificate
of Incorporation and the Exchange Agreement.
The terms of the Company's New Preferred Stock,
including the basic economic terms relating thereto, are
essentially the same as those of the Old Preferred Stock,
except that the redemption date of the New Preferred
Stock is fixed at April 7, 2004, rather than on a date
determined by reference to Mr. Meyer's termination of
full-time employment with the Company as was the case
with the Old Preferred Stock. The terms of the New
Preferred Stock also give Mr. Meyer the option to require
the Company to redeem his preferred stock for a period of
12 months following his (i) death, (ii) permanent
disability or permanent mental disability, (iii)
termination of full-time employment for good reason and
(iv) termination of full-time employment by the Company
without cause. Previously, Mr. Meyer had the option to
require the Company to redeem his shares of the Old
Preferred Stock only upon the termination of his full-
time employment with the Company other than for cause
prior to his attainment of age 65.
In light of the change to the redemption
provisions described above, the voting rights of the New
Preferred Stock, including the special voting rights to
which the New Preferred Stock is entitled, would extend
until April 7, 2004, unless terminated earlier as a
result of death or permanent mental disability. The
voting rights of the Old Preferred Stock terminated upon
the termination of Mr. Meyer's full-time employment with
the Company by reason of termination for cause or
voluntary retirement, or upon Mr. Meyer's death or
permanent disability.
The Exchange Agreement contains customary
representations and warranties, as well as the following
contractual rights: (i) a put right exercisable by Mr.
Meyer at the time of redemption of the outstanding shares
of the New Preferred Stock of certain shares of the
Company's Common Stock held by Mr. Meyer so that Mr.
Meyer does not suffer adverse tax consequences as a
result of the redemption (a similar provision was
contained in the agreement pursuant to which Mr. Meyer
obtained his shares of the Old Preferred Stock), (ii) an
extension to April 7, 2004 of the maturity date of the
promissory notes issued by Mr. Meyer as partial
consideration for his shares of the Old Preferred Stock
and (iii) after the outstanding shares of the Series I
Preferred Stock are redeemed, an obligation by the
Company to use its best efforts to elect to its Board of
Directors that number of persons designated by Mr. Meyer
(or if he is no longer alive or is mentally disabled, a
representative of his family and/or his estate)
corresponding to the proportion of the capital stock of
the Company then owned by Mr. Meyer and his family, but
in no event less than one director so long as Mr. Meyer
and his family own at least five percent of the
outstanding capital stock of the Company.
Simultaneously with the Exchange Transaction,
the Company retired the Old Preferred Stock received from
Mr. Meyer and filed a certificate eliminating the
Company's Series 2 Preferred Stock and Series 3 Preferred
Stock from its Restated Certificate of Incorporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Following the Exchange Transaction, as of April
7, 1994, Mr. Meyer owns 131,453 shares of Common Stock
(including 25,500 shares that are issuable upon
conversion of Mr. Meyer's holdings of $3,025,000
principal amount of the Company's 8-1/2% Convertible
Subordinated Debentures, due December 10, 1996 (the
"Debentures")) and 135,553 shares of Class B Stock
(including 25,500 shares that are issuable upon
conversion of the Debentures), representing approximately
14.2% and 37.3%, respectively, of the Common Stock and
Class B Stock outstanding, assuming such additional
shares were outstanding.(1) In addition, Mr. Meyer owns
20,000 shares of Series I Preferred Stock, 5,000 shares
of Series II Preferred Stock and 5,000 shares of Series
III Preferred Stock, representing 100% of the outstanding
shares of each series of New Preferred Stock.
(1) Based on 902,623 shares of Common Stock and
338,344 shares of Class B Stock outstanding as of March
31, 1994.
Mr. Meyer disclaims beneficial ownership of
7,500 shares of Common Stock and 7,500 shares of Class B
Stock held in trust for Mr. Meyer's children, and of
50,850 shares of Common Stock and 56,961 shares of Class
B Stock (approximately 5.6% and 16.8%, respectively, of
the outstanding Common Stock and Class B Stock) held in
the Company's Employee Stock Ownership Plan, as to which
Mr. Meyer exercises shared voting power by virtue of his
membership on the committee charged with its
administration.
Mr. Meyer is currently the sole voting trustee
("Trustee") of the voting trust (the "Voting Trust")
created pursuant to the Voting Trust Agreement, dated as
of February 24, 1986, as amended and restated as of
August 31, 1987 and again amended and restated as of
March 21, 1994, among the several beneficiaries (the
"Beneficiaries") thereunder, the Company and Mr. Meyer,
as Trustee (the "Voting Trust Agreement"), and of the
voting trust (the "1989 Voting Trust") created pursuant
to the Voting Trust Agreement, dated as of December 1,
1989, among the several beneficiaries (the "1989
Beneficiaries") thereunder, the Company and Mr. Meyer, as
the Trustee (the "1989 Voting Trust Agreement") (the
Voting Trust and the 1989 Voting Trust being hereinafter
collectively referred to as the "Voting Trusts" and the
Voting Trust Agreement and the 1989 Voting Trust
Agreement being hereinafter collectively referred to as
the "Voting Trust Agreements"). The purpose of the
Voting Trusts is to help ensure the continuity and
stability of the management, policies and client
relationships of the Company which are essential to the
business and prospects of the Company. In determining
how to cast votes with respect to the shares held in the
Voting Trusts ("Trust Shares") the Trustee shall, in the
exercise of his discretion, in all cases (including any
case in which there shall appear to be a conflict between
the long- or short-term value of the Company's stock and
the interest of the Company in maintaining the continuity
and stability of the management, policies and client
relationships of the Company) give principal
consideration to maintaining the continuity and stability
of the management, policies and client relationships of
the Company. For a more detailed description of the
terms of the Voting Trusts, reference is made to
Amendment No. 5 to the Statement on Schedule 13D, dated
April 12, 1994, by Mr. Meyer, as Trustee, on behalf of
the Voting Trusts.
The aggregate number of shares of the Company's
Common Stock and Class B Stock held by the Voting Trust
as of March 31, 1994 was 184,218 shares of Common Stock
(approximately 20.4% of the shares of Common Stock
outstanding) and 195,017 shares of Class B Stock
(approximately 57.6% of the shares of Class B Stock
outstanding).(2) As of March 31, 1994, the 1989 Voting
Trust holds 1,084 shares of Class B Stock (approximately
0.3% of the shares of Class B Stock outstanding) and
holds no Common Stock.
(2) Including 104,553 shares of Common Stock and
110,053 shares of Class B Stock beneficially owned by Mr.
Meyer.
In addition, the Beneficiaries have the right
to acquire an aggregate of 12,400 shares of Common Stock,
at exercise prices between $89.50 and $141.50, and 100
shares of Class B Stock, at an exercise price of $89.50,
through the exercise of outstanding options (the
"Options"). Pursuant to the terms of the Voting Trust
Agreements, the Beneficiaries have severally agreed that
upon exercise, such shares would be transferred into the
Voting Trusts and held subject to the Voting Trust
Agreements.
Mr. Meyer, by virtue of his position as
Trustee, may be deemed to have the power to vote the
Trust Shares and may therefore be deemed, for the
purposes of Rule 13d-3 under the Act, to own beneficially
such Trust Shares. Mr. Meyer disclaims beneficial
ownership of any Trust Shares deposited in the Voting
Trusts by anyone other than himself.
Including the Trust Shares issuable upon the
exercise of the Options and the conversion of the
Debentures, the Voting Trusts may be deemed to
beneficially own, pursuant to Rule 13d-3 under the Act,
(i) 222,118 shares of Common Stock, (ii) 221,701 shares
of Class B Stock and (iii) 2,439,128 votes entitled to be
cast at a meeting of stockholders of the Company. The
numbers in clauses (i)-(iii) above do not reflect any
shares held by various benefit plans of the Company of
which Mr. Meyer is a member of the committees
administering such plans.
As a result of the Exchange Transaction, Mr.
Meyer owns 20,000 shares of Series I Preferred Stock,
5,000 shares of Series II Preferred Stock and 5,000
shares of Series III Preferred Stock, which represents
100% of the New Preferred Stock outstanding. Each share
held of record of New Preferred Stock is currently
entitled to eleven (11) votes entitled to be cast at a
meeting of stockholders of the Company. Including the
Common Stock and Class B Stock issuable upon the exercise
of the Options and the conversion of the Debentures, the
New Preferred Stock represents approximately 6.7% of the
votes entitled to be cast at a meeting of stockholders of
the Company.
The aggregate of the Common Stock and the New
Preferred Stock held by Mr. Meyer, the Common Stock and
Class B Stock held by the Voting Trusts (including the
shares issuable upon the exercise of the Options and
conversion of the Debentures) and the Common Stock and
Class B Stock held by the Employee Stock Ownership Plan
represents 69.1% of the votes entitled to be cast at a
meeting of stockholders of the Company, assuming such
additional shares were outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Stockholder Exchange Agreement, dated as
of April 7, 1994, by and between the
Company and Edward H. Meyer (filed as
Exhibit No. 10(a) of the Company's
Current Report on Form 8-K, dated April
7, 1994, and incorporated herein by
reference).
Exhibit 2. Restated Certificate of Incorporation of
the Company (filed as Exhibit No. 3(a)
of the Company's Current Report on Form
8-K, dated April 7, 1994, and
incorporated herein by reference).
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: May , 1994
/s/ Edward H. Meyer
EDWARD H. MEYER
INDEX TO EXHIBITS
Exhibit No. Exhibit
1 Stockholder Exchange
Agreement, dated as of April
7, 1994, by and between the
Company and Edward H. Meyer
(filed as Exhibit No. 10(a) of
the Company's Current Report
on Form 8-K, dated April 7,
1994, and incorporated herein
by reference).
2 Restated Certificate of
Incorporation of the Company
(filed as Exhibit No. 3(a) of
the Company's Current Report
on Form 8-K, dated April 7,
1994, and incorporated herein
by reference).
