SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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, TRUSTEE
777 THIRD AVENUE, NEW YORK, NY 10017
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 21, 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 Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box: ( )
Check the following box if a fee is being paid with this statement: ( )
SCHEDULE 13D
CUSIP NO: 397838 10 3
397838 20 2 Page 2 of Pages
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VOTING TRUST ESTABLISHED PURSUANT TO THE VOTING TRUST
AGREEMENT DATED AS OF FEBRUARY 24, 1986, AS AMENDED
AND RESTATED AS OF AUGUST 31, 1987 AND MARCH 21, 1994;
VOTING TRUST ESTABLISHED PURSUANT TO THE VOTING TRUST
AGREEMENT DATED AS OF DECEMBER 1, 1989.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ( )
(b) (X)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
(7) SOLE VOTING POWER
VOTING TRUST ESTABLISHED 1986:
184,218 SHARES OF COMMON STOCK
195,017 SHARES OF CLASS B STOCK
VOTING TRUST ESTABLISHED 1989:
1,084 SHARES OF CLASS B STOCK
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH (8) SHARED VOTING POWER
REPORTING PERSON WITH
NONE
(9) SOLE DISPOSITIVE POWER
NONE
(10) SHARED DISPOSITIVE POWER
NONE
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
VOTING TRUST ESTABLISHED 1986:
184,218 SHARES OF COMMON STOCK
195,017 SHARES OF CLASS B STOCK
VOTING TRUST ESTABLISHED 1989:
1,084 SHARES OF CLASS B STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
VOTING TRUST ESTABLISHED 1986:
20.4% OF COMMON STOCK
57.6% OF CLASS B STOCK
VOTING TRUST ESTABLISHED 1989:
0.3% OF CLASS B STOCK
(14) TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 5 hereby amends and
supplements the Statement on Schedule 13D, dated as of
July 1, 1986, filed by Edward H. Meyer and Ronald A.
Nicholson as Trustees, as amended by Amendments No. 1
through 4 to the Statement on Schedule 13D, respectively
dated as of October 6, 1987, June 8, 1992, February 3,
1993 and May 24, 1993 and filed by Edward H. Meyer as
Trustee.* These filings relate to the shares of Common
Stock, par value $1 per share (the "Common Stock"), and
the shares of Limited Duration Class B Common Stock, par
value $1 per share (the "Class B Stock"), (the Common
Stock and Class B Stock being hereinafter collectively
referred to as the "Shares") of Grey Advertising Inc., a
Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 777 Third
Avenue, New York, New York 10017.
* In compliance with the Securities and Exchange
Commission's Regulation S-T, Item 101(a)(2)(ii), this
Amendment restates the entire text of the Schedule 13D
and all subsequent amendments thereto, to the extent such
information remains current.
Item 2. Identity and Background
(a)-(c) This Amendment is being filed by the
Voting Trust established 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 (the "1994 Agreement")
among the several Beneficiaries thereunder, the Company
and Mr. Edward H. Meyer, as Voting Trustee (the "Voting
Trustee") (the "Voting Trust"). In addition, this
Amendment is being filed by the Voting Trust established
pursuant to the Voting Trust Agreement dated as of
December 1, 1989 (the "1989 Agreement") among the several
Beneficiaries thereunder, the Company and the Voting
Trustee (the "1989 Voting Trust"). The Voting Trust and
the 1989 Voting Trust are herein collectively referred to
as the "Voting Trusts." The 1994 Agreement and the 1989
Agreement are herein collectively referred to as the
"Agreements." The address of the Voting Trusts is c/o Mr.
Edward H. Meyer, as Trustee, 777 Third Avenue, New York,
New York 10017.
By virtue of his position as Voting Trustee,
Mr. Meyer may be deemed a controlling person of the
Voting Trusts and of the Shares deposited pursuant to the
Agreements. Mr. Meyer in his individual capacity may
also be deemed to be the beneficial owner of securities
of the Company other than the Shares referred to herein.
Reference is made to the Schedule 13D, and amendments
thereto, filed by Mr. Meyer in his individual capacity
for a description of such securities.
The residence or business address and present
principal occupation of Mr. Meyer is as follows:
Residence or
Name Business Address Principal Occupation
Edward H. Meyer 777 Third Avenue Chairman of the
New York, NY 10017 Board, Chief
Executive Officer
and President of the
Company
(d) During the last five years, Mr. Meyer has
not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Meyer has
not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Meyer is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
The Shares subject to this Statement were or
have been agreed to be deposited into the Voting Trusts
by the Beneficiaries (as hereinafter defined) of the
Agreements without cash consideration.
Item 4. Purpose of Transaction
The Voting Trusts were created 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.
Pursuant to the Agreements, certain key employees of the
Company, including its executive officers and directors
and certain members of their immediate families
("Beneficiaries"), have agreed to deposit all Shares held
by them, as well as any Shares thereafter acquired
(collectively "Trust Shares"), with the Voting Trustee.
In determining how to cast votes with respect to the
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.
Each share of Common Stock is entitled to cast
one vote per share and each share of Class B Stock,
voting together as a class with the Common Stock, is
entitled to cast ten votes per share. Shares of Class B
Stock are convertible at any time, on a share-for-share
basis, into shares of Common Stock, and holders of Class
B Stock may sell their shares by converting them into
shares of Common Stock. Stockholders of the Company,
including the Voting Trustee, who continue to hold their
Class B Stock will, as other stockholders convert their
Class B Stock in order to sell shares, realize an
increase in their relative voting power. In addition,
the Trust Shares, when aggregated with the other voting
shares of the Company's capital stock as to which Mr.
Meyer has or shares voting power, may be anticipated to
concentrate the voting power of the Company in Mr. Meyer
and could give him effective voting control of the
Company. Reference is made to the Schedule 13D, and
amendments thereto, filed by Mr. Meyer in his individual
capacity for a description of such securities, as well as
the special terms and designations of certain of such
securities. For a more detailed description of the terms
of the Common Stock and the Class B Stock, reference is
made to the Company's Proxy Statement dated February 28,
1986, a copy of which is on file with the Securities and
Exchange Commission.
As of March 31, 1994, the Beneficiaries have
deposited 184,218 shares of Common Stock and 195,017
shares of Class B Stock into the Voting Trust, which
collectively represents approximately 49.8% of the votes
entitled to be cast at a meeting of stockholders of the
Company. Including the Shares issuable upon the exercise
of the Options and the conversion of the Debentures
described below in Item 5, the Voting Trust may be deemed
to represent approximately 53.0% of the votes entitled to
be cast at a meeting of stockholders of the Company
(assuming such additional Shares were outstanding).
As of March 31, 1994, the sole remaining
Beneficiary of the 1989 Trust has deposited 1,084 shares
of Class B Stock into the 1989 Voting Trust, which
represents approximately 0.3% of the votes entitled to be
cast at a meeting of the stockholders of the Company.
Except as otherwise set forth herein, the
Voting Trustee has no plans or proposals which relate to
or would result in: (a) the acquisition or disposition
by the Voting Trusts of additional Shares or other
securities of the Company; (b) an extraordinary corporate
transaction such as a merger, reorganization or
liquidation involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d)
any change in the present board of directors or
management of the Company, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend
policy of the Company; (f) any other material change in
the Company's business or corporate structure; (g)
changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended (the "Act"); or (j) any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(c) The aggregate number of Trust Shares
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).**
Mr. Meyer, by virtue of his position as Voting
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.
As of March 31, 1994, each of the Beneficiaries
set forth in the following table have deposited Shares in
the Voting Trust equal to less than 1% of the total
number of (i) shares of Common Stock, (ii) shares of
Class B Stock and (iii) votes entitled to be cast at a
meeting of stockholders of the Company.
Name Address
Nancy Bachrach 777 Third Avenue
New York, NY 10017
James Bell 777 Third Avenue
New York, NY 10017
Cindy Berenson 7 Farmers Road
Kings Point, NY 11024
Robert C. Burruss 777 Third Avenue
New York, NY 10017
Carolyn Carter 777 Third Avenue
New York, NY 10017
Frank W. Clarke 777 Third Avenue
New York, NY 10017
A. W. Deval 777 Third Avenue
New York, NY 10017
Daniel Feigin 777 Third Avenue
New York, NY 10017
Michael Feigin 777 Third Avenue
New York, NY 10017
Peter Feigin 777 Third Avenue
New York, NY 10017
Steven G. Felsher 777 Third Avenue
New York, NY 10017
** Based on 902,623 shares of Common Stock and 338,344
shares of Class B Stock outstanding as of March 31, 1994.
Name Address
Alan B. Fendrick 777 Third Avenue
New York, NY 10017
Beverly R. Fendrick 30 Canterbury Road
White Plains, NY 10607
Sarah Fendrick 777 Third Avenue
New York, NY 10017
Warren Fischer 777 Third Avenue
New York, NY 10017
Jonathan E. Fox 777 Third Avenue
New York, NY 10017
Georgene M. Frantz 571 Canoe Hill Road
New Canaan, CT 06840
John Alexander Gerster 777 Third Avenue
New York, NY 10017
Robert Giacomino 777 Third Avenue
New York, NY 10017
Jerome Greenberg 777 Third Avenue
New York, NY 10017
Carol Herman 777 Third Avenue
New York, NY 10017
Robert L. Humphreys 3435 Wilshire Blvd.
Los Angeles, CA 90010
Richard Krain 777 Third Avenue
New York, NY 10017
Neil Kreisberg 777 Third Avenue
New York, NY 10017
Alan Kupchick 6100 Wilshire Blvd.
Los Angeles, CA 90048
Kenneth Levy 777 Third Avenue
New York, NY 10017
Louis Maloof 777 Third Avenue
New York, NY 10017
Bruce McRitchie 777 Third Avenue
New York, NY 10017
James Morrissey 777 Third Avenue
New York, NY 10017
Anthony A. Pugliese 777 Third Avenue
New York, NY 10017
Robert A. Ravitz 777 Third Avenue
New York, NY 10017
Herman Rosen 777 Third Avenue
New York, NY 10017
Clifford Rosen 14 Halley Drive
Pomona, NY 10970
Corey Rosen 14 Halley Drive
Pomona, NY 10970
Robert Skollar 777 Third Avenue
New York, NY 10017
C. Jeffrey Stein 777 Third Avenue
New York, NY 10017
Miles J. Turpin 777 Third Avenue
New York, NY 10017
Milton Weinstock 1572 54th Street
Brooklyn, NY 11219
Elliot Weinstock 1572 54th Street
Brooklyn, NY 11219
Steven Weinstock 1572 54th Street
Brooklyn, NY 11219
George Wiedemann 875 Third Avenue
New York, NY 10017
Casimir Wojciechowski 777 Third Avenue
New York, NY 10017
Jerry Zaret 777 Third Avenue
New York, NY 10017
As of March 31, 1994, each of the Beneficiaries
set forth in the following table have deposited Shares in
the Voting Trust equal to less than 1% of the total
number of (i) shares of Common Stock and (ii) votes
entitled to be cast at a meeting of stockholders of the
Company; and between 1% and 2% of the total number of
shares of Class B Stock.
Name Address
Steven W. Dammers 777 Third Avenue
New York, NY 10017
Jack Frantz 777 Third Avenue
New York, NY 10017
Sandra R. Meyer 580 Park Avenue
as Trustee for the New York, NY 10021
benefit of Anthony
E. Meyer under
Agreement dated
August 9, 1965
Sandra R. Meyer 580 Park Avenue
as Trustee for the New York, NY 10021
benefit of Margaret
A. Meyer under
Agreement dated
August 9, 1965
777 Third Avenue
Jordan Rosuck New York, NY 10017
As of March 31, 1994, (A) Robert Berenson,
Barbara Feigin, Clark Montgomery, Stephen Novick, William
Overend and Shirley Young, each having the address 777
Third Avenue, New York, NY 10017, have deposited Shares
in the Voting Trust equal to less than 1% of the total
number of shares of Common Stock; and between 1% and 2%
of the total number of (i) shares of Class B Stock and
(ii) votes entitled to be cast at a meeting of
stockholders of the Company; and (B) Edward H. Meyer,
whose address is 777 Third Avenue, New York, NY 10017,
has deposited Shares in the Voting Trust equal to (i)
approximately 11.6% of the total number of shares of
Common Stock, (ii) approximately 32.5% of the total
number of shares of Class B Stock and (iii) approximately
28.1% of the total number of votes entitled to be cast at
a meeting of stockholders of the Company.
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 ("Options")
within the sixty days following March 1, 1994. Pursuant
to the terms of the Agreement, the Beneficiaries have
severally agreed that upon exercise, such Shares would be
transferred into the Voting Trust and held subject to the
Agreement.
Mr. Meyer is also the beneficial owner of
$3,025,000 principal amount of the Company's 8-1/2%
Convertible Subordinated Debentures, due December 10,
1996 ("Debentures"). The Debentures are convertible at
any time into one share of Common Stock and one share of
Class B Stock for each $118.63 of principal amount
(subject to adjustment for certain events).
Including the Shares issuable upon the exercise
of the Options and the conversion of the Debentures, the
Voting Trust may be deemed to beneficially own, pursuant
to Rule 13d-3 under the Act, (i) 222,117 shares of Common
Stock (approximately 23.6% of the shares of Common Stock
outstanding, assuming such additional Shares were
outstanding), (ii) 220,616 shares of Class B Stock
(approximately 60.6% of the shares of Class B Stock
outstanding, assuming such additional Shares were
outstanding) and (iii) 2,428,277 votes entitled to be
cast at a meeting of stockholders of the Company
(approximately 53.0% of the votes entitled to be cast at
a meeting of stockholders of the Company, assuming such
additional Shares were outstanding). These numbers do
not reflect any Shares held by various benefit plans of
the Company of which Mr. Meyer is a member of the
committees administrating such plans.
As of March 31, 1994, the sole Beneficiary of
the 1989 Voting Trust, Robert Schoenfein, has Shares in
the 1989 Voting Trust equal to less than 1% of the total
number of (i) shares of Common Stock, (ii) shares of
Class B Stock and (iii) votes entitled to be cast at a
meeting of stockholders of the Company.
(d) Any dividends or distributions payable in
cash or securities not carrying the right to vote on
corporate actions which may be declared on, or with
respect to, the Trust Shares and received by the Voting
Trustee, shall be promptly paid by the Voting Trustee or
his agent to the Beneficiaries in proportion to their
respective beneficial interests in the Trust Shares on,
or with respect to, which such dividends or distributions
have been received by the Voting Trustee. The Voting
Trustee may in his absolute discretion from time to time,
instead of receiving and distributing dividends pursuant
to the Agreements, authorize the payor to pay such
dividends declared on the Trust Shares directly to the
Beneficiaries, and if the payor of such dividends so
agrees, they shall be paid directly to the Beneficiaries
in accordance with such authorization. Any dividends or
distributions payable in securities carrying the right to
vote on corporate actions which may be declared on, or
with respect to, the Trust Shares and received by the
Voting Trustee shall continue to be held as Trust Shares
by the Voting Trustee subject to the terms of the
Agreements.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with respect to
Securities of the Issuer
The Voting Trustee has legal title to the Trust
Shares and, except as set forth herein, is entitled to
exercise all rights of every kind and nature (other than
the right to sell, transfer, encumber, pledge or
otherwise dispose of Trust Shares) incident to such
title, including the right to vote in person or by proxy,
with respect to all the Trust Shares, regarding any
corporate action at any time submitted to holders of
Trust Shares, or upon which such holders' action is or
may be required or deemed advisable. Further, Trust
Shares may not be withdrawn by the depositors thereof
unless and until they sell such Trust Shares.
The Beneficiaries have severally agreed that
any Shares or other shares of capital stock of the
Company carrying the right to vote on corporate actions
of the Company which they shall from time to time acquire
(by any means including, without limitation, purchase,
gift, devise, inheritance, distribution from any employee
benefit plan or otherwise) shall promptly be transferred
to the Voting Trustee and held subject to the Agreements.
The Beneficiaries have also severally agreed
that if the Voting Trustee shall receive securities of
any corporation (including the Company) carrying the
right to vote on corporate actions of such corporation as
dividend on, or as a distribution (by way of stock split,
reclassification or otherwise) in respect of, Trust
Shares, such stock dividend or distribution shall be
subject to, and the Voting Trustee shall retain and hold
the shares representing such dividend or distribution as
Trust Shares subject to, the Agreements.
Under the Agreements, the Beneficiaries of the
Voting Trust have severally agreed that the Company shall
indemnify and hold harmless the Voting Trustee from and
against any and all liabilities, costs, claims, suits and
proceedings (including attorneys' fees and any other
damages, penalties and settlement amounts) arising in
connection with or otherwise relating to the performance
of his duties as Voting Trustee of the Voting Trust
(except for those liabilities, costs, claims, suits or
proceedings arising primarily as a result of his willful
misconduct for his personal gain); provided, however,
that under the 1994 Agreement, the Company shall be
obligated to provide indemnification to (i) a Voting
Trustee (other than Mr. Meyer or any successor Voting
Trustee appointed by Mr. Meyer) only if the actions taken
by the Voting Trustee occurred when the Voting Trustee
was an officer or director of the Company and (ii) Mr.
Meyer or any successor Voting Trustee appointed by Mr.
Meyer only if the actions taken by Mr. Meyer or such
successor Voting Trustee occurred either when Mr. Meyer
or the successor Voting Trustee was an officer or
director of the Company or when Mr. Meyer and/or his
immediate family and/or his estate owned in the aggregate
more than 5% of the capital stock of the Company.
Pursuant to the terms of the Agreements, except
for sales and transfers pursuant to the Company's
Employee Stock Ownership Plan and Restricted Stock Plan,
no Beneficiary may (i) until April 3, 1996, sell,
transfer or dispose of all or any portion of the Class B
Stock which forms part of the Trust Shares in which he
holds a beneficial interest, convert any such shares of
Class B Stock into Common Stock or withdraw any such
shares of Class B Stock from the Voting Trusts, and (ii)
following April 3, 1996 through the term of the Trust (as
extended), sell, transfer or dispose of all or any
portion of the Trust Shares in which he holds a
beneficial interest or withdraw any Trust Shares from the
Voting Trusts, during any of the following periods:
(a) From the announcement by any person other
than the Company of a tender or exchange offer for
shares of capital stock of the Company until 30 days
following the termination of such offer;
(b) From the time when it shall have been
publicly disclosed, or the Company shall have
learned, that any person or "group" (as defined in
Section 13(d)(3) of the Act) (other than certain
groups specified in the Agreements) shall have
acquired, or proposes to acquire (whether or not any
such proposed acquisition is conditioned on any
future event), more than 20% (or, under the 1989
Agreement, 15%) of any class of the Company's
outstanding capital stock until 30 days following
the announcement that such person or "group" no
longer owns, or has abandoned its intention to
acquire, more than such percentage of such stock;
(c) From the time that any new group (other
than certain groups specified in the Agreements)
shall be formed which beneficially owns or proposes
to acquire (whether or not any such proposed
acquisition is conditioned on any future event) more
than 20% (or, under the 1989 Agreement, 15%) of the
beneficial ownership of any class of the Company's
capital stock until 30 days following the
announcement that such group has been abandoned or
no longer owns such percentage of such stock;
(d) From
(i) the commencement of (I) any contest
for the election or removal, or increase or decrease
in the number of directors of the Company or (II)
any contest concerning the proposed approval by the
Company's stockholders of any proposal for the
merger, consolidation, other business combination or
liquidation of the Company or (III) any contest
concerning the approval by the Company's
stockholders of any other matter deemed by the
Trustee to be material to the continuity and
stability of the management, policies and client
relationships of the Company (regardless of whether
such contest involves an annual or special meeting
of stockholders of the Company or the solicitation
of consents of such stockholders for use other than
at such meeting) until
(ii) 30 days following the earlier of (I)
the Company stockholder vote with respect thereto
and (II) any other termination or abandonment of the
contest.
The 1994 Agreement further provides that,
notwithstanding any other provision of the Agreement,
each Beneficiary shall not be restricted, at any time,
from accepting an offer from the Company to sell or
transfer to the Company all or any portion of the Trust
Shares in which he holds a beneficial interest.
The Agreements shall continue in force until
March 21, 2004, unless extended as allowed by law.
The 1994 Agreement provides that Mr. Meyer
shall (subject to his right to resign as Trustee) remain
in office as Trustee until the earliest of (i) his death,
(ii) his permanent disability, (iii) the effectiveness of
his appointment of a successor trustee and (iv) the
expiration of (x) two years following the termination of
his employment as chief executive officer of the Company
for cause or (y) six years following the termination of
his employment as chief executive officer of the Company
for any other reason (the "Two/Six Year Date"). Mr.
Meyer may, in his sole discretion, at any time before or
after the Two/Six Year Date, designate a person or
persons to serve as an additional Trustee or Trustees or
to serve as successor Trustee or Trustees upon one or
more conditions established by Meyer. Immediately
following the Two/Six Year Date, the then chief executive
officer of the Company shall automatically, ex officio,
become a trustee if not already so serving, and he shall
remain as a Trustee (subject to his right to resign as a
Trustee) so long as he shall continue in office as the
Company's chief executive officer.
The 1989 Agreement provides that Mr. Meyer
shall (subject to his right to resign as Trustee) remain
in office as Trustee until the earliest of (i) his death,
(ii) his permanent disability and (iii) the expiration of
two years following the termination of his employment as
chief executive officer of the Company. Mr. Meyer may,
in his sole discretion, at any time before or after the
expiration of two years following the termination of his
employment as chief executive officer of the Company
designate a person or persons to serve as an additional
Trustee or Trustees or to serve as successor Trustee or
Trustees. Immediately following the expiration of two
years following the termination of his employment as
chief executive officer of the Company, the then Chief
Executive Officer of the Company shall automatically, ex
officio, become a trustee if not already so serving, and
he shall remain as a Trustee (subject to his right to
resign as a Trustee) so long as he shall continue in
office as the Company's Chief Executive Officer.
Both Agreements provide that, at any time, a
majority of the Trustees (or the sole Trustee if there is
only one) in office may appoint one or more additional or
successor Trustees. In the event of a deadlock, the
decision of the Trustee longest in office shall govern.
At such time as Mr. Meyer shall cease for any
reason to be a Trustee, if he shall not have appointed a
successor Trustee, Mark N. Kaplan, provided he is then an
officer or director of the Company, shall succeed Mr.
Meyer as Trustee. At such time as Mark N. Kaplan shall
cease for any reason to be a Trustee or if Mark N. Kaplan
for any reason shall not succeed Mr. Meyer as Trustee,
(i) the 1994 Agreement provides that the chief executive
officer of the Company shall succeed as a Trustee, if Mr.
Meyer shall not have appointed a successor Trustee; and
(ii) the 1989 Agreement provides that Alan B. Fendrick,
provided he is then an officer or director of the
Company, shall succeed as a Trustee.
If at any time there shall be (i) no Voting
Trustee in office and (ii) no other means of designating
a successor Voting Trustee, then a single successor
Voting Trustee shall be chosen by Beneficiaries holding a
majority of beneficial interest in the Trust Shares.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Voting Trust Agreement, dated as of
March 21, 1994, among the several Beneficiaries (as
defined therein), Grey Advertising Inc. and Edward H.
Meyer, as Voting Trustee.
Exhibit 2. Voting Trust Agreement, dated as of
December 1, 1989, among the several Beneficiaries (as
defined therein), Grey Advertising Inc. and Edward H.
Meyer, as Voting Trustee, filed as Exhibit 1 to Grey
Advertising Inc.'s Amendment No. 2 to Schedule 13D, dated
June 8, 1992, 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: ________________, 1994
VOTING TRUST established
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; and
VOTING TRUST established
pursuant to the Voting Trust
Agreement dated as of December
1, 1989
___________________________
Edward H. Meyer, as Trustee
