As filed with the Securities and Exchange Commission on
Registration No. 33-
____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREY ADVERTISING INC.
____________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-0802840
______________________________________ ________________________
(State of Incorporation) (I.R.S. Employer
Identification No.)
777 Third Avenue, New York, New York 10017
________________________________________ ________________
(Address of Principal Executive Offices) (Zip Code)
Grey Advertising Inc. 1994 Stock Incentive Plan
_______________________________________________________
(Full Title of the Plan)
Steven G. Felsher, Esq.
c/o Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
(212) 546-2000
____________________________________________________________________
(Name, Address and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2)(3) Price(1)(3) Fee(4)
______________________________________________________________________
Common Stock, 250,000 $188.00 $47,000,000 $16,206.90
par value, $1
per share
______________________________________________________________________
(1) Reflects, pursuant to Rule 457(h) of the Securities Act of
1933, as amended (the "Securities Act"), the maximum number
of shares issuable under the 1994 Stock Incentive Plan (the
"Plan") and such number of shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the
Plan.
(2) Estimated pursuant to Rules 457(c) and (h) under the
Securities Act on the basis of the average of the high and
low sales prices for a share of Common Stock on The Nasdaq
Stock Market's National Market as of July 19, 1995.
(3) Estimated solely for the purpose of calculating the
registration fee.
(4) The registration fee has been calculated pursuant to Section
6(b) of the Securities Act.
______________________________________________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities
and Exchange Commission (the "Commission"), by Grey
Advertising Inc., a Delaware corporation (the "Company"),
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, as amended by
Form 10-K/A, dated April 27, 1995.
(2) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1995, dated May 12,
1995.
(3) A description of the Company's Common Stock is
set forth below.
All documents subsequently filed with the Commission
by the Company, pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all
securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein and to be a part
hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein or in any other subsequently filed
document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue up to 10,000,000
shares of Common Stock, par value $1 per share (the
"Common Stock"), 2,000,000 shares of Limited Duration
Class B Common Stock, par value $1 per share (the "Class
B Common Stock"), and 500,000 shares of Preferred Stock,
par value $1 per share (the "Preferred Stock"). As of
June 1, 1995, there were 917,827 shares of Common Stock
issued and outstanding and 115,009 shares of Common Stock
available for issuance upon exercise of outstanding stock
options, 346,751 shares of Common Stock available for
issuance upon conversion of Class B Common Stock
(including shares of Class B Common Stock issuable upon
conversion of convertible debentures) and 25,500 shares
of Common Stock available for issuance upon the
conversion of outstanding convertible debentures. As of
June 1, 1995, there were 321,251 shares of Class B Common
Stock and 32,000 shares of Preferred Stock issued and
outstanding.
As more fully described in the Company's Restated
Certificate of Incorporation (the "Certificate of
Incorporation"), the holders of Common Stock and Class B
Common Stock, subject to the preferential rights of the
holders of Preferred Stock, are entitled to receive such
dividends as may be declared from time to time by the
Company's Board of Directors out of funds legally
available therefor and to share equally, with the holders
of Preferred Stock, in the assets of the Company upon
any liquidation, dissolution or winding up of the
Company. Holders of Preferred Stock are entitled to
cumulative preferential dividends of $.25 per calendar
year and a preferential liquidation distribution of $1.00
for each share of Preferred Stock.
Subject to the rights of the holders of shares of
Series I Preferred Stock, the holders of Common Stock are
entitled to one vote per share voting as a class with the
holders of Preferred Stock and Class B Common Stock, on
all matters submitted to stockholders generally. The
holders of Class B Common Stock are generally entitled to
ten votes per share until April 3, 1996 (unless extended
by a vote of the stockholders), when the Class B Common
Stock automatically converts into shares of Common Stock
and the holders of Preferred Stock are generally entitled
to eleven votes per share so long as the Class B Common
Stock has not automatically converted into Common Stock
and two votes per share thereafter. The holders of
Common Stock vote separately as a class with respect to
amendments to the Certificate of Incorporation that alter
or change the powers, preferences or special rights of
the Common Stock to affect them adversely, and with
respect to such other matters as may require class votes
under the General Corporation Law of the State of
Delaware (the "DGCL"). The holders of Series I Preferred
Stock, voting separately as a single class, have the
right to elect or remove one-quarter of the Company's
Board of Directors, and to approve the merger or
consolidation of the Company or sale by it of all or
substantially all of its assets. The Certificate of
Incorporation currently provides for cumulative voting on
all elections of directors. Holders of Common Stock have
no conversion, preemptive or subscription rights, and the
shares of Common Stock are not subject to redemption.
All outstanding shares of Common Stock and all shares of
Common Stock offered hereby will be fully paid and non-
assessable.
As set forth in the Certificate of Incorporation,
holders of Class B Common Stock have limited transfer
rights, although the Class B Common Stock is at all
times convertible into Common Stock on a share for share
basis. In addition, as described above, the Class B
Common Stock is scheduled to convert automatically into
Common Stock on April 3, 1996 (unless extended by a vote
of stockholders).
The Certificate of Incorporation and the Company's
By-Laws (the "By-Laws") currently contain certain
provisions which may have "anti-takeover" effects. The
Certificate of Incorporation and By-Laws (a) require the
vote of two-thirds of the outstanding stock of the
Company and the vote of a majority of the Series I
Preferred Stock to approve a merger or consolidation of
the Company or the disposition of substantially all of
the assets of the Company, (b) divide the Board of
Directors into three classes, one class to be elected
each year, (c) require cumulative voting in the election
of directors, (d) require the vote of four-fifths of the
outstanding stock of the Company to permit the
stockholders to amend the By-Laws for the purpose of
changing the number of directors, (e) provide that in
the event a vote of the Board of Directors is tied, the
Chairman of the Board shall be entitled to cast an
additional vote, (f) permit the holders of the Series I
Preferred Stock to vote as a separate class to elect or
remove one quarter of the Board of Directors, and (g)
require a majority of the outstanding shares of Series I
Preferred Stock, voting as a separate class to approve
the issuance of additional series of Preferred Stock if
the holders of such new shares will be entitled to vote
with the holders of Series I Preferred Stock on the
election of directors or the merger, consolidation or
sale of all or substantially all of the assets of the
Company.
In addition, subject to applicable law, the Board of
Directors of the Company may issue, in its sole
discretion, additional shares of Common Stock and
Preferred Stock without further stockholder action.
Preferred Stock may be issued in one or more series and
may have such designations, preferences and relative
rights, qualifications and limitations as the Board of
Directors may fix by resolution or resolutions at the
time of issuance. It might be possible for the Board to
use its authority to issue Common Stock or Preferred
Stock in a way which could deter or impede the completion
of a tender offer or other attempt to gain control of the
Company which the Board of Directors does not approve.
The Company does not have any present plans or
commitments to use its authority to effect any such
transaction, but reserves the right to take any action in
the future which the Board deems to be in the best
interests of the Company and its stockholders under the
circumstances.
The foregoing description of the Common Stock is
qualified in its entirety by reference to Article Fourth
of the Certificate of Incorporation, incorporated herein
by reference.
The Common Stock is listed on The Nasdaq Stock
Market's National Market and is subject to quotation on
the National Association of Securities Dealers Automated
Quotations System.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the offering
of the shares of Common Stock registered hereby have been
passed upon by Skadden, Arps, Slate, Meagher & Flom
("SASM&F"), 919 Third Avenue, New York, New York 10022,
special counsel to the Company. Mark N. Kaplan is a
partner of SASM&F and a director and shareholder of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain
provisions of the Certificate of Incorporation and the
By-Laws and the DGCL, as such provisions relate to the
indemnification of the directors and officers of the
Company. This description is intended only as a summary
and is qualified in its entirety by reference to the
Certificate of Incorporation and the By-Laws,
incorporated herein by reference and the DGCL.
Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason
of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a
director, officer, employee or agent of another
corporation or enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
Section 145 also empowers a corporation to indemnify
any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact
that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in
connection with the defense or settlement of such action
or suit if such person acted under similar standards,
except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine
that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the
extent that a director, officer, employee or agent of a
corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith; that, unless otherwise
ordered by a court, indemnification pursuant to Sections
145 (a) and (b) of the DGCL may only be made upon
specific authorization after a determination that the
person to be indemnified has met the applicable standard
of conduct; that indemnification provided for by Section
145 of the DGCL shall not be deemed exclusive of any
other rights to which the indemnified party may be
entitled; and that the corporation is empowered to
purchase and maintain insurance on behalf of a director,
officer, employee or agent of the corporation against any
liability asserted against such person and incurred by
him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would
have the power to indemnify such director or officer
against such liabilities under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that a
certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a
director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not
eliminate or limit the liability of a director of a
director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock), or (iv) for any
transaction from which the director derived an improper
personal benefit.
Article Eleventh of the Certificate of
Incorporation, as amended, provides as follows:
"The Company shall, to the fullest extent permitted
by the General Corporation Law of the State of Delaware,
as amended from time to time, indemnify the members of
its Board of Directors, indemnify the officers of the
Company and any and all persons whom it shall have power
to indemnify from and against any and all expenses,
liabilities or other matters.
No director of the Company shall be personally
liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty by such director as
a director; provided, however, that this Article Eleventh
shall not eliminate or limit the liability of a director
to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
General Corporation Law of Delaware or (iv) for any
transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this
Article Eleventh shall apply to, or have any effect on,
the liability or alleged liability of any director of the
Company for or with respect to any acts or omissions of
such director occurring prior to such amendment or
repeal."
Article Fifth of the By-Laws, as amended, provides
as follows:
"The Corporation shall, to the fullest extent
permitted by the General Corporation Law of the State of
Delaware, indemnify members of the Board and may, if
authorized by the Board, indemnify its officers and any
and all persons whom it shall have power to indemnify,
against any and all expenses, liabilities or other
matters."
In June 1987, the Company entered into an
indemnification agreement with each of its directors
pursuant to which the Company agreed, among other things,
to indemnify to the fullest extent permitted by
applicable law and to advance expenses which are to be
repaid if it is ultimately determined that
indemnification would not be permitted under applicable
law.
The Company currently has in effect a form of
liability insurance policy covering directors, officers,
employees and agents, whereby, subject to certain
deductibles, exclusions and a reimbursement ceiling, the
insurer is required to reimburse the Company for any
indemnification that may properly be paid to any such
person.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such
indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of Grey
Advertising Inc. (Incorporated herein by
reference to Exhibit 3(a) to the Company's
Current Report on Form 8-K, dated April 7,
1994, filed with the Commission pursuant to
Section 13 of the Exchange Act.)
3.2 By-Laws of Grey Advertising Inc., as amended.
(Incorporated herein by reference to Exhibit
3.02 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1988.)
5 Opinion of Skadden, Arps, Slate, Meagher &
Flom, special counsel to the Company regarding
the legality of the Common Stock being
registered, dated July 14, 1995.*
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
to the filing of its opinion is included in
Exhibit 5.*
23.2 Consent of Ernst & Young LLP to the
incorporation by reference of its report on the
consolidated financial statements included in
the Company's Annual Report on Form 10-K for
its fiscal year ended December 31, 1994, dated
July 14, 1995.*
24 Powers of Attorney are included on the
signature page of this registration statement.*
_____________________
* Filed herewith.
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement to include any
material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in
the registration statement;
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
New York, State of New York on this 14th day of July,
1995.
GREY ADVERTISING INC.
By: /s/ Steven G. Felsher
______________________
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and
appoints Edward H. Meyer, Mark N. Kaplan and Steven G.
Felsher jointly and severally, such person's attorneys-
in-fact, each with the full power of substitution, for
such person in any and all capacities, to sign any
amendments (including post-effective amendments) to this
registration statement and to file the same, with
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said
attorneys-in-fact or the substitute or substitutes for
such attorney-in-fact, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by
the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Edward H. Meyer Chairman of the Board July 14, 1995
___________________ and President (Principal
Edward H. Meyer Executive Officer)
/s/ Steven G. Felsher Executive Vice President, July 14, 1995
_____________________ Secretary and Treasurer
Steven G. Felsher (Principal Financial
Officer)
/s/ William P. Garvey Executive Vice President July 14, 1995
_____________________ (Principal Accounting
William P. Garvey Officer)
/s/ Mark N. Kaplan Director July 14, 1995
_____________________
Mark N. Kaplan
/s/ O. John C. Shannon Director, President, July 14, 1995
______________________ Gray International
O. John C. Shannon
/s/ Richard R. Shinn Director July 14, 1995
______________________
Richard R. Shinn
LIST OF EXHIBITS
Exhibit No. Description
3.1 Restated Certificate of Incorporation of
Grey Advertising Inc. (Incorporated
herein by reference to Exhibit 3(a) to the
Company's Current Report on Form 8-K,
dated April 7, 1994, filed with the
Commission pursuant to Section 13 of the
Exchange Act.)
3.2 By-Laws of Grey Advertising Inc., as
amended. (Incorporated herein by
reference to Exhibit 3.02 to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1988.)
5 Opinion of Skadden, Arps, Slate, Meagher & Flom
regarding the legality of the Common Stock
being registered, dated July 14, 1995.*
23.1 Consent of Skadden, Arps, Slate, Meagher &
Flom to the filing of its opinion is
included in Exhibit 5.*
23.2 Consent of Ernst & Young LLP to the
incorporation by reference of its report
on the consolidated financial statements
included in the Company's Annual Report on
Form 10-K for its fiscal year ended
December 31, 1994, dated July 14, 1995.*
24 Powers of Attorney are included on the
signature page of this Registration Statement.*
_________________________
* Filed herewith.
EXHIBIT 5
July 14, 1995
Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
Re: Registration Statement on Form S-8
relating to the Grey Advertising Inc.
1994 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Grey Advertising
Inc., a Delaware corporation (the "Company"), in
connection with the preparation and filing with the
Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Form S-8") with respect to an
aggregate of 250,000 shares (the "Shares") of the
Company's Common Stock, par value $1 per share (the
"Common Stock"), which may be issued and sold pursuant to
the Company's 1994 Stock Incentive Plan (the "Plan").
This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have
examined and are familiar with (a) the Form S-8; (b) the
Restated Certificate of Incorporation of the Company; (c)
the By-laws of the Company; (d) the Plan; (e) a specimen
certificate representing the Common Stock; (f) certain
resolutions of the Company's Board of Directors and
stockholders relating, among other things, to the Plan,
the Form S-8, and related matters; and (g) such other
corporate records, certificates and documents as we have
deemed necessary and appropriate for the purpose of
rendering this opinion.
In our examination, we have assumed the
genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of
all originals of such copies. As to any facts material
to this opinion that we did not independently establish
or verify, we have relied upon statements and
representations of officers and representatives of the
Company and others.
We are admitted to the Bar in the State of
Delaware and express no opinion as to the laws of any
other jurisdiction.
Based upon and subject to the foregoing and
assuming the conformity of the certificates representing
the Common Stock to the form of specimen thereof examined
by us and the due execution and delivery of such
certificates, we are of the opinion that the Shares and
the Plan have been duly authorized by requisite corporate
action by the Company, and that the Common Stock, when
issued, delivered and paid for in accordance with the
terms and conditions of the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion
as an exhibit to the Form S-8 and any amendment thereto,
and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Form S-8.
In giving such consent, we do not hereby admit that we
come into the category of persons whose consent is
required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in
the Registration Statement on Form S-8 pertaining to the
1994 Stock Incentive Plan of Grey Advertising Inc. of our
report dated February 8, 1995, with respect to the
consolidated financial statements of Grey Advertising
Inc. and consolidated subsidiary companies included in
its Annual Report (Form 10-K) for the year ended December
31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
July 14, 1995
