SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
OCTOBER 10, 1995
_________________________________
(Date of earliest event reported)
GREY ADVERTISING INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 0-7898 3-0802340
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
777 Third Avenue, New York, New York 10017
____________________________________________________________
(Address of principal executive offices, including zip code)
(212) 546-2000
____________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 10, 1995, Grey Advertising Inc. (the
"Company") conducted its 1995 Annual Meeting of Stock-
holders (the "Meeting").
At the Meeting, the Company's stockholders approved
a proposal (the "Class B Proposal") to amend the
Company's Restated Certificate of Incorporation and a
proposal (the "Director Proposal") to elect John Shannon
as director for a three-year term.
The Class B Proposal requested that the stockholders
approve an amendment to extend the date for the automatic
conversion of the Company's Limited Duration Class B
Common Stock (the "Class B Stock"). A copy of the amend-
ment is filed herewith as Exhibit 3.01 and incorporated
herein by reference.
The Class B Proposal was voted on by the holders of
the Company's Common Stock, par value $1 per share (the
"Common Stock"), the Class B Common Stock, and the Pre-
ferred Stock.
The votes cast by the holders of outstanding shares
of Common Stock, Class B Stock and Preferred Stock with
respect to the Class B Proposal are set forth below:
FOR AGAINST ABSTAINED
Common Stock 462,010 219,882 1,183
Class B Common 2,809,040 16,050 3,870
Preferred Stock 330,000 -0- -0-
At the Meeting, John Shannon was elected to
serve as a director for a three-year term pursuant to the
Director Proposal. The votes cast by the holders of
outstanding shares of Common Stock, Class B Stock and
Preferred Stock with respect to the Director Proposal are
set forth below:
FOR WITHHELD
Common Stock 687,301 5,038
Class B Common 2,847,240 3,180
Preferred Stock 330,000 -0-
ITEM 7. EXHIBITS.
Exhibit No. Description of Exhibit
3.01 Certificate of Amendement
to Restated Certificate of
Incorporation
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
GREY ADVERTISING INC.
By: /s/Steven G. Felsher
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
Date: October 31, 1995
Index to Exhibits
Page Number in
Sequential
Numbering Sys-
tem Where
Exhibit Number Description of Ex- Exhibit
601 hibits May be Found
3.01 Amendment to the 7
Restated Certifi-
cate of Incorpora-
tion of Grey Adver-
tising Inc.
EXHIBIT 3.01
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
GREY ADVERTISING INC.
PURSUANT TO SECTION 242 OF
THE GENERAL CORPORATION LAW OF THE STATE OF DELWARE
Pursuant to the provisions of Section 242 of the
General Corporation Law of the State of Delaware, the
undersigned Executive Vice President, Secretary and
Treasurer of Grey Advertising Inc. does hereby certify:
FIRST: That the name of the corporation is GREY
ADVERTISING INC.
SECOND: Subparagraph B.III(D)(9) of Article Fourth
of the Restated Certificate of Incorporation of the
Corporation is hereby amended to read as set forth below:
All outstanding shares of Class B Common
Stock will automatically convert into shares of
Common Stock on April 3, 2006. Upon such
conversion, certificates evidencing previously
outstanding shares of Class B Common Stock will
thereafter be deemed to evidence a like number
of shares of Common Stock. None of the
provisions of this subparagraph (9) may be
amended, altered, supplemented or repealed
without the affirmative vote of the holders of
the Common Stock, of the Class B Common Stock
and of each series of the Preferred Stock
entitled to vote and outstanding on the
Distribution Record Date.
THIRD: This amendment to the Restated Certificate
of Incorporation has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, I hereunto sign my name and
affirm that the statements made herein are true under the
penalties of perjury, this 11th day of October, 1995.
/s/ Stephen G. Felsher
_________________________
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
