SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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 and Securities)
397838 10 3
397838 20 2
____________________________________________________________
(CUSIP Number of Class of Securities)
Edward H. Meyer, Trustee
777 Third Avenue
New York, NY 10017
(212) 546-2000
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Eric L. Cochran, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 5, 1995
____________________________________________________________
(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
397838 20 2
_________________________________________________________________
(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
NUMBER OF
SHARES Voting Trust established 1986:
BENEFICIALLY
OWNED BY 181,092 shares of Common Stock
EACH 190,595 shares of Class B Stock
REPORTING
PERSON Voting Trust established 1989:
WITH
1,084 shares of Class B Stock
_________________________________________________________________
(8) SHARED VOTING POWER
None
___________________________________
(9) SOLE DISPOSITIVE POWER
None
___________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Voting Trust established 1986:
181,092 shares of Common Stock
190,595 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:
19.8% of Common Stock
58.1% 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. 6 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 5 to the Statement on Schedule 13D, respectively
dated as of October 6, 1987, June 8, 1992, February 3,
1993, May 24, 1993 and May 21, 1994 and filed by Edward
H. Meyer as Trustee.(1) 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.
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:
________________________
1 Pursuant to 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.
Residence or
Name Business Address Principal Occupation
Edward H. Meyer 777 Third Avenue Chairman of the
New York, NY Board, Chief
10017 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.
Except as otherwise set forth herein, the
Voting Trustee has no plans or proposals that relate to
or would result in any of the actions described in
Subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) The aggregate number of Trust Shares
held by the Voting Trust as of December 31, 1994 was
181,092 shares of Common Stock (approximately 19.8% of
the shares of Common Stock outstanding) and 190,595
shares of Class B Stock (approximately 58.1% of the
shares of Class B Stock outstanding) which collectively
represents approximately 49.8% of the votes entitled to
be cast at a meeting of stockholders of the Company.(2)
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 Securities Exchange Act
of 1934 (the "Act"), to own beneficially such Trust
Shares.
As of December 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.
_____________________
2 Based on 915,734 shares of Common Stock and 327,917
shares of Class B Stock outstanding as of December
31, 1994.
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
Steven W. Dammers 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
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
Bruce McRitchie 777 Third Avenue
New York, NY 10017
James Morrissey 777 Third Avenue
New York, NY 10017
Stephen Novick 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
Shirley Young 777 Third Avenue
New York, NY 10017
Jerry Zaret 777 Third Avenue
New York, NY 10017
As of December 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
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
Jordan Rosuck 777 Third Avenue
New York, NY 10017
As of December 31, 1994, (A) Robert Berenson,
Barbara Feigin, Clark Montgomery and William Overend,
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 11.4% of the total number of
shares of Common Stock, (ii) approximately 33.6% of the
total number of shares of Class B Stock and (iii)
approximately 28.7% of the total number of votes entitled
to be cast at a meeting of stockholders of the Company.
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
50,833 shares of Common Stock and 56,961 shares of Class
B Stock (approximately 5.6% and 17.4%, respectively, of
the outstanding Common Stock and Class B Stock) held in
the Company's Employee Stock Ownership Plan (the "ESOP"),
as to which Mr. Meyer exercises shared voting power by
virtue of his membership on the committee charged with
its administration.
In addition, the Beneficiaries have the right
to acquire an aggregate of 18,534 shares of Common Stock
at exercise prices between $93.00 and $141.50 through the
exercise of outstanding options ("Options") within the
sixty days following December 31, 1994. Pursuant to the
terms of the 1994 Agreement, the Beneficiaries have
severally agreed that upon exercise, such Shares would be
transferred into the Voting Trust and held subject to the
1994 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) 225,126 shares of Common
Stock (approximately 23.5% of the shares of Common Stock
outstanding, assuming such additional Shares were
outstanding), (ii) 217,179 shares of Class B Stock
(approximately 61.4% of the shares of Class B Stock
outstanding, assuming such additional Shares were
outstanding) and (iii) 2,396,916 votes entitled to be
cast at a meeting of stockholders of the Company
(approximately 53.3% 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 December 31, 1994, the sole Beneficiary
of the 1989 Voting Trust, the estate of 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.
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 Trustees 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 or
she 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 or she 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 proposed 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 or she 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 or she
shall remain as a Trustee (subject to his right to resign
as a Trustee) so long as he or she 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 or she shall remain as a Trustee (subject to his right
to resign as a Trustee) so long as he or she 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(3)
Exhibit 1. Voting Trust Agreement, dated as of February
24, 1986, among the several Beneficiaries (as defined
therein), Grey Advertising Inc. and Edward H. Meyer and
Ronald A. Nicholson, as Voting Trustees.
Exhibit 2. Amended and Restated Voting Trust Agreement,
dated as of August 31, 1987, among the several
Beneficiaries (as defined therein), Grey Advertising,
Inc. and Edward H. Meyer, as Voting Trustee.
Exhibit 3. 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.
Exhibit 4. 1994 Amended and Restated Voting Trust
Agreement, dated as of March 21, 1994, among the several
Beneficiaries (as defined therein), Grey Advertising Inc.
and Edward H. Meyer, as Trustee.
_______________________
3 Pursuant to Regulation S-T, Item 102(a) previously
filed paper exhibits are not being restated in
electronic format herewith.
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: March 9, 1995
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
/s/ Edward H. Meyer
Edward H. Meyer, as Trustee
INDEX TO EXHIBITS
Exhibit No. Exhibit Sequentially
Numbered
Page
1 Voting Trust Agreement, dated N/A
as of February 24, 1986, among
the several Beneficiaries (as
defined therein), Grey
Advertising Inc. and Edward H.
Meyer and Ronald A. Nicholson,
as Voting Trustees.
2 Amended and Restated Voting N/A
Trust Agreement, dated as of
August 31, 1987, among the
several Beneficiaries (as
defined therein), Grey
Advertising, Inc. and Edward H.
Meyer, as Voting Trustee.
3 Voting Trust Agreement, dated N/A
as of December 1, 1989, among
the several Beneficiaries (as
defined therein), Grey
Advertising Inc. and Edward H.
Meyer, as Voting Trustee.
4 1994 Amended and Restated 21
Voting Trust Agreement, dated
as of March 21, 1994, among the
several Beneficiaries (as
defined therein), Grey
Advertising Inc. and Edward H.
Meyer, as Trustee.
1994 AMENDED AND RESTATED VOTING TRUST AGREEMENT
This 1994 Amended and Restated Voting Trust
Agreement, dated as of March 21, 1994 (this "1994
Restated VTA"), among the several persons who, from time
to time, execute this 1994 Restated VTA as beneficiaries
(the "Beneficiaries"); Grey Advertising Inc. ("Grey");
and Edward H. Meyer ("Meyer") as Trustee under this 1994
Restated VTA.
WHEREAS, a voting trust (the "Trust") was
created by the execution of a certain Voting Trust
Agreement, dated as of February 24, 1986 (the "Original
VTA"), among certain Beneficiaries therein described;
Grey; and Meyer and Ronald A. Nicholson ("Nicholson") as
Trustees;
WHEREAS, the Original VTA was amended and
restated by the execution of an amended and restated
voting trust agreement, dated as of August 31, 1987 (the
"1987 Restated VTA"), among the Beneficiaries executing
the 1987 Restated VTA, Grey and Meyer, as Trustee
(Nicholson theretofore having resigned as a Trustee);
WHEREAS, a voting trust (the "Second Trust")
was created by the execution of a certain Voting Trust
Agreement, dated as of December 1, 1989 (the "1989 VTA"),
among the beneficiaries executing the 1989 VTA, Grey and
Meyer, as trustee;
WHEREAS, those Beneficiaries executing this
1994 Restated VTA, Grey and Meyer have determined to
amend and restate the 1987 Restated VTA by this 1994
Restated VTA; and
WHEREAS, the Trust has been created pursuant to
Section 218 of the General Corporation Law of the State
of Delaware to ensure the continuity and stability of the
management, policies and client relationships of Grey
which are essential to the business and prospects of
Grey;
NOW THEREFORE, in consideration of the
foregoing and the mutual covenants herein contained, the
parties agree as follows:
ARTICLE I
APPOINTMENT OF TRUSTEE; ACCEPTANCE
AND DECLARATION OF TRUST
SECTION 1.1. Appointment. The Beneficiaries
hereby appoint Meyer to act as Trustee of the Trust and
to hold the Trust Shares for the benefit of the
Beneficiaries, subject to the rights and duties of the
Trustee hereunder. For the purposes of this 1994
Restated VTA, (a) the term "Trust Shares" has the meaning
ascribed to it in the Original VTA, the 1987 Restated VTA
and the 1989 VTA, and includes as well shares of capital
stock deposited in trust pursuant to this 1994 Restated
VTA and (b) the term "Beneficiaries" includes all persons
who hereafter execute this 1994 Restated VTA as Beneficiaries.
SECTION 1.2. Acceptance and Declaration of
Trust. Meyer accepts the appointment made in Section 1.1
and declares that he will hold the Trust Shares in trust,
for the benefit of the Beneficiaries, subject to the
rights and duties of the Trustees hereunder.
ARTICLE II
DELIVERY OF COMMON STOCK OF GREY; ISSUANCE
OF VOTING TRUST CERTIFICATES; DELIVERY
OF ADDITIONAL SHARES OF CAPITAL STOCK
SECTION 2.1. Delivery of Common Stock of
Grey. Each Beneficiary severally has transferred or will
transfer to the Trustee upon, or promptly following, his
respective execution of the Original VTA, the 1987
Restated VTA, the 1989 VTA or this 1994 Restated VTA,
certificates representing all shares of Grey's Common
Stock, par value $1 per share (the "Common Stock") and
all shares of Grey's Limited Duration Class B Common
Stock, par value $1 per share ("Class B Common Stock"),
which he owns on the date of such execution, duly
endorsed in blank or in the name of the Trustee, or
accompanied by stock powers duly executed in blank or in
the name of the Trustee. By execution of this 1994
Restated VTA, each Beneficiary and Meyer as Trustee
irrevocably (i) consents to an amendment to the 1989 VTA
to provide that the first sentence of Section 5.02(a)
thereof shall be amended in entirety to read as follows:
"VTC holders may dispose of Trust Shares in which they
hold a beneficial interest only (I) by a transfer
involving a sale in accordance with Sections 5.02(b) or
(c) or (II) pursuant to the transfer of the Trust Shares
to the Old Trust in accordance with Section 2.1 of the
Amended and Restated Voting Trust Agreement, dated March
21, 1994, among the Beneficiaries executing such
agreements, Grey and Meyer."; and (ii) upon the
effectiveness of the amendment to the 1989 VTA referred
to in clause (i) authorizes the Trustee to effect the
transfer of his Trust Shares from the Second Trust to the
Trust without further action or authorization, except as
the Trustee may solely determine. Such shares of Common
Stock and Class B Common Stock, and any shares which
shall thereafter be added to the Trust Shares pursuant to
Section 2.4, shall be held and disposed of in accordance
with the terms of this 1994 Restated VTA.
SECTION 2.2. Registration in Trustee's Names.
The Trustee shall cause (i) all certificates for the
Trust Shares transferred to him pursuant to this 1994
Restated VTA to be surrendered to the issuer of such
certificates for cancellation, (ii) all Trust Shares
represented by such cancelled certificates to be
transferred to the name of the Trustee upon the stock
ledger of such issuer, and (iii) a new certificate or
certificates for such Trust Shares to be issued by such
issuer, registered in the name of the Trustee, "as voting
trustee", pursuant to this 1994 Restated VTA. The newly-
issued certificates registered as aforesaid shall bear
the following legend:
"This certificate is issued pursuant to the
terms and conditions of a 1994 Amended and
Restated Voting Trust Agreement, dated as of
March 21, 1994, among the Beneficiaries
referred to therein, Grey Advertising Inc., and
the Trustee(s) referred to therein, to the
terms of which Agreement the holder hereof
assents."
Such legend may be amended to reflect that the Original
VTA has been amended, restated by the 1987 Restated VTA
and the 1994 Restated VTA and to reflect that the 1989
VTA has been superseded by this 1994 Restated VTA with
respect to Beneficiaries executing this 1994 Restated
VTA. Such newly-issued certificates registered as
aforesaid shall be registered only in the name of the
Trustee and shall not be required to be transferred or
altered solely because there occurs a change in the
number or identity of the Trustee or Trustees. When
registered in the name of the Trustee, as aforesaid, such
newly-issued certificates shall be held by the Trustee
under the Trust. The Trustee shall request that such
issuer note on its stock ledger that any certificates
registered in the names of the Trustee are subject to
this 1994 Restated VTA.
SECTION 2.3. Issuance of Voting Trust
Certificates. Upon his receipt of certificates
representing the Trust Shares, the Trustee shall cause
to be issued to or upon the order of each respective
Beneficiary a voting trust certificate (the "VTC")
evidencing the Trust Shares so deposited by such
Beneficiary. The VTC shall be substantially in the form
of Exhibit I hereto but may reflect the execution of this
1994 Restated VTA or amendments hereto.
2.4. Transfer of Additional Shares to Trustee.
(a) The Beneficiaries severally agree that any
shares of Common Stock or other shares of capital stock
of Grey carrying the right to vote on corporate actions
of Grey which they shall hereafter 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
Trustee and held subject to the Trust, as aforesaid.
(b) The Beneficiaries severally agree that if
the Trustee shall receive securities of any corporation
(including Grey) carrying any right to vote on corporate
actions of such corporation as a dividend on, or as a
distribution (by way of stock split, reclassification, or
otherwise) in respect of, Trust Shares, such dividend or
distribution of securities shall be, and the Trustee
shall retain and hold the securities representing such
dividend or distribution as Trust Shares, subject to the
Trust and the terms of this 1994 Restated VTA.
(c) The Trustee (i) shall take, subject to
Section 2.4(d), the steps set forth in Section 2.2 to
cause the Trust Shares transferred to it or retained by
it pursuant to this Section to be registered in the
Trustee's name, as aforesaid, and (ii) shall issue VTCs
as provided in Section 2.3 to the Beneficiaries
representing their respective beneficial interests in the
Trust Shares transferred to, or retained by, the Trustee
pursuant to this Section. For the purposes of this 1994
Restated VTA, VTCs issued to Beneficiaries pursuant to
the Original VTA, the 1987 Restated VTA or the 1989 VTA
shall be deemed to be VTCs issued pursuant to this 1994
Restated VTA representing beneficial interests in Trust
Shares deposited in Trust pursuant to this 1994 Restated VTA.
(d) To expedite the registration of Trust
Shares in the name of the Trustee, each Beneficiary
authorizes any transfer agent of the Trust Shares to
register, upon the Trustee's request, such capital stock
directly in the name of the Trustee as provided in clause
(iii) of the first sentence of Section 2.2 and to deliver
to the order of the Trustee certificates representing
such Trust Shares.
ARTICLE III
VOTING OF TRUST SHARES
SECTION 3.1. Voting of Trust Shares. The
Trustee shall have legal title to the Trust Shares and
shall be entitled to exercise all rights or every kind
and nature (other than the right to sell, transfer,
encumber, pledge or otherwise dispose of the 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. 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 Grey's stock and the interest of Grey
in maintaining the continuity and stability of the
management, policies and client relationships of Grey)
give principal consideration to maintaining the
continuity and stability of the management, policies and
client relationships of Grey.
ARTICLE IV
DISTRIBUTION OF DIVIDENDS; LIQUIDATION
SECTION 4.1. Distribution of Dividends. 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 Trustee, shall be promptly paid by
the 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
Trustee. The Trustee may in his absolute discretion from
time to time, instead of receiving and distributing
dividends pursuant to this Section, 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 Trustee shall continue to be held as
Trust Shares by the Trustee subject to the terms of this
Trust, as set forth in Section 2.4(b).
4.2. Liquidation. If, upon any partial or
total liquidation or dissolution of Grey, whether
voluntary or involuntary, the Trustees shall receive any
assets to which the Beneficiaries are entitled, they or
their agent shall distribute such assets (except such
securities retained and held pursuant to Section 2.4(b))
to such Beneficiaries in proportion to their respective
beneficial interests in the Trust Shares.
ARTICLE V
DISPOSITION OF VTCs AND TRUST SHARES
SECTION 5.1. Transfer and Pledge of VTCs.
Beneficiaries may at any time sell, pledge or otherwise
dispose of VTCs. VTCs shall be transferable on the books
of the Trustee by the holder of record thereof, in person
or by an attorney duly authorized, upon surrender of such
VTC properly endorsed for transfer, at the office of the
Trustee set forth in Section 8.2. Until so transferred,
the Trustee may treat the VTC holder or record, or, in
the case of VTCs presented duly endorsed in blank, the
bearers thereof, as the owners of such VTCs for all
purposes. The holders of VTCs shall be entitled at any
time to surrender VTCs for exchange for new VTCs
representing an equivalent interest in the Trust Shares,
in such denominations as they all request. Each holder
in whose name a VTC is issued, and every transferee of a
VTC shall, by acceptance of such VTC, become a party
hereto with like effect as if a Beneficiary, and shall be
included in the meaning of the term "holder of VTCs" and
"VTC holder" whenever used herein.
SECTION 5.2. Disposition of Trust Shares.
(a) VTC holders may dispose of Trust Shares in
which they hold a beneficial interest only as provided in
Sections 5.2(b), (c) and (d). Any other disposition of
their respective beneficial interest in Trust Shares may
be effected only by transferring the VTCs representing
such beneficial interest, as provided in Section 5.1.
(b) Subject to the provisions of Section
5.2(c), each VTC holder may, from time to time, dispose
of all or any portion of the Trust Shares in which he
holds a beneficial interest by giving the Trustee written
notice of his intent to dispose such Trust Shares and
surrendering to the Trustee for cancellation VTCs
representing the Trust Shares proposed to be disposed.
Upon receipt of such notice and such VTCs for
cancellation, the Trustee shall take all necessary action
to have the Trust Shares that are to be disposed from the
Trust and (i) delivered to the VTC holder at the closing
schedule to consummate such disposition, or (ii), if
requested by the selling VTC holder, sold by the Trustee
in ordinary brokerage transactions. The Trustee or his
agent shall promptly deliver to the selling VTC holder
any net proceeds of the disposition described in clause
(ii) of the previous sentence and a VTC for any unsold
Trust Shares represented by the previously surrendered
VTC.
(c) Except for sales, transfers and
dispositions pursuant to Plans (as defined in Section 8.9
hereof) and notwithstanding any other provision of this
1994 Restated VTA, unless otherwise approved by the
Board, no VTC holder may (i) until April 3, 1996, sell,
transfer or dispose all or any portion of the Class B
Common Stock which forms part of the Trust Shares in
which he holds a beneficial interest, no such person may
convert any such shares of Class B Common Stock into
Common Stock and no such person may withdraw any such
shares of Class B Common Stock from the Trust, and (ii)
following April 3, 1996 through the term of the Trust as
set forth in Section 6.1 of this 1994 Restated VTA, or as
such may subsequently be extended, sell, transfer or
dispose all or any portion of the Trust Shares in which
he holds a beneficial interest, and no such person may
withdraw any Trust Shares from the Trust, during any of
the following periods:
(A) From the announcement by any person other
than Grey of a tender or exchange offer
for shares of capital stock of Grey until
30 days following the termination of such
offer;
(B) From the time when it shall have been
publicly disclosed, or Grey shall have
learned, that any person or "group" (as
defined in Section 13(d)(3) of the
Securities and Exchange Act of 1934, as
such may subsequently be amended or
replaced) shall have acquired, or proposed
to acquire (whether or not any such
proposed acquisition is conditioned on any
future event), more than 20% of any class
of Grey'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 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% of the
beneficial ownership of any class of
Grey'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
(X) the commencement of (I) any contest for
the election or removal, or increase or decrease in the
number, of directors of Grey or (II) any contest
concerning the proposed approval by Grey's stockholders
of any proposal for the merger, consolidation, other
business combination or liquidation of Grey or (III) any
contest concerning the approval by Grey'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 Grey (regardless of whether
such contest involves an annual or special meeting of
stockholders of Grey or the solicitation of consents of
such stockholders for use other than at such a meeting)
until
(Y) 30 days following the earlier of (I) the
Grey stockholder vote with respect thereto and (II) any
other termination or abandonment of the contest;
provided, however, that the provisions of sub-section
5.2(c)(B) and sub-section 5.2(c)(C) hereof shall not
apply if the "person" or "group" referred to in either of
said sub-sections shall be an individual or trust who or
which, as of the date of this Agreement (the "March
Date"), held of record or beneficially 20% or more of the
shares of any class of Grey's outstanding capital stock;
and provided, further, that the provisions of sub-section
5.2(c)(B) and sub-section 5.2(c)(C) shall not apply if
the "person" or "group" referred to in either of said
sub-sections shall not have acquired any additional
shares or have been formed following the March Date; and
provided further, that Grey's Common Stock and Class B
Common Stock shall be considered different classes of
capital stock for the purposes of this Section 5.2(c).
(d) Notwithstanding any other provision of
this 1994 Restated VTA, each VTC holder shall not be
restricted, at any time, from accepting an offer from
Grey to sell or transfer to Grey all or any portion of
the Trust Shares in which he holds a beneficial interest.
SECTION 5.3. Compliance with Securities Laws.
Each VTC holder agrees that no VTC held by such person,
and no Trust Shares represented by such VTC, shall be
sold, transferred, assigned, pledged or otherwise
transferred or offered for sale unless such VTC and such
Trust Shares are registered pursuant to the Securities
Act of 1933, or unless an exemption from such
registration is then available, and that each VTC may
contain an appropriate restrictive legend to such effect.
The Trustees may require that the transfer of any VTC on
the books of the Trustee be conditioned on an opinion of
counsel (or other evidence) reasonably satisfactory to
the Trustee, as to the availability of an exemption from
the registration provisions of the Act and applicable
State Blue Sky laws.
ARTICLE VI
TERM AND TERMINATION
SECTION 6.1. Term. This 1994 Restated VTA
shall become effective as of the date on which the
Beneficiaries, the Trustee and Grey have executed a copy
or copies of this 1994 Restated VTA. Thereafter, this
1994 Restated VTA shall in all respects supersede the
Original VTA and the 1987 Restated VTA and the Trust
(with respect to the Trust Shares of each respective
Beneficiary) shall be governed in all respects by the
terms of this 1994 Restated VTA. This 1994 Restated VTA
and the Trust shall continue in force until ten years
from the date of this 1994 Restated VTA or such shorter
period as may be required under applicable law, unless
further extended as allowed by law. By execution of this
1994 Restated VTA, the Trustee and the Beneficiaries
hereby consent to the extension of this Restated VTA and
the Trust for the term set forth in the immediately
preceding sentence and acknowledge that the foregoing
extension is being made in accordance with Section 218(b)
of the Delaware General Corporation Law ("Section
218(b)") within two years prior to the time the 1987
Restated VTA and the Trust are scheduled to terminate.
Unless and until executed by the Beneficiaries and Meyer
as Trustee, this 1994 Restated VTA shall not affect the
deposit of the Trust Shares pursuant to the Original VTA,
the 1987 Restated VTA or the 1989 VTA or the rights and
responsibilities of the parties pursuant thereto.
SECTION 6.2. Termination. Promptly upon
termination of the Trust, the Trustee shall deliver to
each Beneficiary, certificates for the Trust Shares
representing each such Beneficiary's beneficial interest
and any other property in the possession of the Trustee
to which each such Beneficiary may be entitled.
ARTICLE VII
THE TRUSTEE
SECTION 7.1. (a) 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
mental 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 Grey for
Cause (as such term is defined in Meyer's Employment
Agreement, as amended from time to time, with Grey) or
(y) six years following the termination of his employment
as chief executive officer of Grey for any other reason
(the "Two/Six Year Date"). 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 Chief Executive Officer of Grey 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 Grey's Chief Executive
Officer.
(b) 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.
(c) At such time as Meyer shall cease for any
reason to be Trustee in accordance with Section 7.1(a)(i)
or (ii), if he shall not have appointed a successor
Trustee, Mark N. Kaplan, provided he is then an officer
or director of Grey, shall succeed 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 Meyer as Trustee, the Chief Executive Officer
of Grey shall succeed Meyer as Trustee, if Meyer shall
not have appointed a successor Trustee.
(d) Any Trustee may at any time resign by
delivering to Grey and any other Trustee then in office
his resignation in writing, and such resignation shall
take effect immediately upon delivery.
(e) If at any time there shall be (i) no
Trustee in office and (ii) no other means of designating
a successor Trustee herein, then a single successor
Trustee shall be chosen by Beneficiaries holding a
majority of beneficial interest in the Trust Shares.
SECTION 7.2. Trustees as Beneficiaries. Any
Trustee may be a party to this Agreement as a Beneficiary
and shall be entitled in all respects to the same rights
and be subject to the same duties as other Beneficiaries.
SECTION 7.3. Indemnification of Trustees. In
voting on all matters which may come before any meeting
of stockholders of Grey, the Trustee shall exercise his
best judgment; however, no Trustee shall incur any
responsibility or liability by reason of any error of law
or by any matter or thing done or omitted under the
Original VTA, the 1987 Restated VTA, the 1989 VTA or this
1994 Restated VTA except for his own willful misconduct
for his personal gain. Grey, Meyer as Trustee, and each
Beneficiary hereby each severally acknowledge that the
Trust is being established for purposes which on the date
hereof are regarded by Grey and the Beneficiaries as
beneficial to each of them. Grey and each Beneficiary
each further acknowledges that the interest of each of
them may differ over time and that each Trustee is hereby
instructed to carry out the purposes for which the Trust
is being established on the date hereof. Grey and each
Beneficiary also acknowledge that a Trustee may be an
officer and director of, or otherwise be involved with,
Grey and that no such relationship with Grey shall
disqualify any Trustee from acting as such. Grey shall
indemnify and hold harmless each Trustee from and against
any all liabilities, costs, claims, suits and proceedings
(including attorneys' fees and any other damages,
penalties and settlement amounts, whether current or
threatened, arising in connection with or otherwise
relating to, the performance of his duties under the
Original VTA, the 1987 Restated VTA, the 1989 VTA or this
1994 Restated VTA (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 Grey shall be obligated to
provide indemnification pursuant to this Section to (i) a
Trustee (other than Meyer or any successor Trustee
appointed by Meyer), only if the actions taken by the
Trustee occurred when the Trustee was an officer or
director of Grey and (ii) to Meyer or any successor
Trustee appointed by Meyer only if the actions taken by
Meyer or such successor Trustee occurred either when
Meyer or the successor Trustee was an officer or director
of Grey or when Meyer and/or his immediate family and/or
his estate owned in the aggregate more than 5% of the
capital stock of Grey.
SECTION 7.4. No Compensation; Expenses. No
Trustee shall be entitled to any compensation for his
services as Trustee. Grey shall pay all costs and
expenses reasonably incurred by each Trustee in
connection with administering the Trust and shall
reimburse each Trustee for any out-of-pocket expenses
reasonably incurred by him in connection with
administering the Trust.
SECTION 7.5. Trustee's Agents. The Trustee
shall be authorized to engage agents to perform
administrative tasks (including, without limitation,
effecting payment of dividends on Trust Shares and
maintaining a registry of the VTCs) incident to the
operation of the Trust. The costs of engaging such
agents shall be borne by Grey pursuant to Section 7.4.
SECTION 7.6. Decisions Final. The decisions
of the Trustee shall be final and binding upon the Trust
and the Beneficiaries and not subject to reversal or
amendment by any Beneficiary or group of Beneficiaries in
the absence of willful misconduct by the Trustee.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1. Inspection of the Agreement.
Promptly after its execution, but no later than the date
on which it shall become effective, the Trustee shall
cause copies of this 1994 Restated VTA to be filed at
Grey's registered office in the State of Delaware and at
Grey's principal office in the State of New York and,
such copies, and the copy retained by the Trustee at his
address set forth in Section 8.2, shall be open for
inspection during business hours by any stockholder of
record and any Beneficiary.
SECTION 8.2. Notices. Any notice or other
communication herein required or permitted to be given
shall be in writing and shall be deemed to have been
properly given when personally delivered and
acknowledged, or, if sent by registered, certified or
courier mail, when received, as follows:
(a) if to Grey, addressed as follows:
Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
Attention: Corporate Secretary
(b) if to the Trustees, addressed as follows:
Mr. Edward H. Meyer
(or any successor Trustee)
as Trustee under the Voting
Trust Agreement
c/o Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
(c) if to any Beneficiary, to the address of
such Beneficiary set forth in the registry
of VTC holders maintained by the Trustee,
or to such other address as Grey, the Trustee or any
Beneficiary shall have given notice pursuant hereto.
SECTION 8.3. Binding Effect. This 1994
Restated VTA shall inure to the benefit of, and be
binding upon, the respective heirs and successors of the
parties hereto. No assignment of any right or delegation
of any obligation hereunder may be made by any party
without the express written consent of the Trustee.
Nothing in this Section shall be interpreted to prevent
any Trustee from resigning as provided in Section 7.1 and
thereby discharging himself from further obligation
hereunder.
SECTION 8.4. Amendment. This 1994 Restated
VTA may be amended only by the written consent of
Beneficiaries holding a majority of beneficial interest
in the Trust Shares. In addition, to facilitate the
deposit of additional Trust Shares or the admission of
new Beneficiaries, the form of this 1994 Restated VTA may
be modified in a manner agreeable to the Trustee, Grey
and the depositor of such Trust Shares or such additional
Beneficiary, as the case may be, but no such amendment
shall adversely affect the rights of any other
Beneficiary.
SECTION 8.5. Entire Agreement. The 1994
Restated VTA contains the entire agreement and
understanding of the parties hereto with respect to the
subject hereof, and no prior or contemporaneous
representations, warranties, covenants, conditions,
understandings, or agreements (including the Original
VTA, the 1987 Restated VTA and the 1989 VTA) other than
those expressly set forth herein shall be of any force or
effect.
SECTION 8.6. Governing Law. This New VTA
shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware without
reference to its rules regarding conflicts-of-laws.
SECTION 8.7. Counterparts. This 1994
Restated VTA may be executed in counterparts, each of
which shall be deemed an original. This 1994 Restated
VTA shall become effective, severally as to each
Beneficiary, upon the respective execution and delivery
of a counterpart by the Trustee, Grey and each such
Beneficiary.
SECTION 8.8. Headings. Section and Article
headings herein are for convenience only and shall not
affect the meaning or interpretation hereof.
SECTION 8.9. Right of Repurchase.
Notwithstanding the application of the provisions of
Section 5.2(c), the parties hereto recognize that certain
Trust Shares may be subject to the rights of Grey and
other persons, pursuant to Grey's Employee Stock
Ownership Plan and Restricted Stock Plan (collectively,
with any agreements thereunder, the "Plans"), to purchase
such Shares upon certain events set forth in the Plans.
The parties agree that (a) the transfer of Trust Shares
to the Trust has not constituted and will not constitute
a transfer of the securities giving Grey the right to
purchase the Trust Shares under the Plans; (b) upon an
event under the Plans which would give Grey the right to
purchase the Trust Shares from a Beneficiary, Grey's
right to purchase such Shares shall not be limited or
affected by the deposit of the Trust Shares in trust
hereunder or the holding and retention thereof by the
Trustee hereunder; and (c) the Trustee shall legend the
appropriate VTC reflecting the rights of Grey and other
persons to purchase the Trust Shares underlying such VTC
in accordance with the Plans.
SECTION 8.10. Employment with Grey. Each
Beneficiary acknowledges and understands that (a) he
shall continue to be bound by this 1994 Restated VTA and
(b) the shares of capital stock deposited by him in trust
hereunder shall continue to be subject to the Trust as
provided by this 1994 Restated VTA after he ceases to be
an employee of Grey or any of it affiliates. Neither the
deposit of Trust Shares nor the execution of this 1994
Restated VTA shall in any way be deemed an agreement by
Grey to retain any person as an employee for any specific
or non-specific period of time.
SECTION 8.11. Lost Certificates. Upon notice
to the Trustee by the holder of record of any VTC of any
loss, theft or destruction thereof, the Trustee may in
his discretion cause a new VTC or VTCs to be issued to
such holder representing the same number of Trust Shares
represented by the lost, stolen or destroyed VTC, upon
satisfactory proof of loss, theft or destruction, and, in
the Trustee's absolute discretion, upon deposit of a bond
or such other security as the Trustee may require.
IN WITNESS WHEREOF, the several parties hereto
have hereunder set their respective hands as of the date
first above written.
VOTING TRUSTEE BENEFICIARY
/s/ Edward H. Meyer /s/ Edward H. Meyer
Name: Edward H. Meyer Name: Edward H. Meyer
GREY ADVERTISING INC.
By: /s/ Steven G. Felsher
Name: Steven G. Felsher
Title: Executive Vice President,
Secretary and Treasurer
