SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.7)
GREY ADVERTISING INC.
____________________________________________________________
(Name of Issuer)
Common stock, par value $1 per share
Limited Duration Class B Common Stock, par value $1 per share
____________________________________________________________
(Title of Class 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:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
April 10, 1996
____________________________________________________________
(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 and as amended as of April 10, 1996.
_________________________________________________________________
(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 176,950 shares of Common Stock
EACH 180,249 shares of Class B Stock
REPORTING
PERSON
WITH
_________________________________________________________________
(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:
176,950 shares of Common Stock
180,249 shares of Class B Stock
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Voting Trust established 1986:
20.0% of Common Stock
59.1% of Class B Stock
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_________________________________________________________________
Item I. SECURITY AND ISSUER
This Amendment No. 7 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 6 to the Statement on Schedule 13D, respectively
dated as of October 6, 1987, June 8, 1992, February 3,
1993, May 24, 1993, May 21, 1994 and March 10, 1995,
filed by Edward H. Meyer as Trustee. These filings
relate to the shares of Common Stock, par value $1 per
share (the "Common Stock"), and the shares of Limited
Duration Class B Common Stock, par value $1 per share
(the "Class B Stock"), (the Common Stock and Class B
Stock being hereinafter collectively referred to as the
"Shares") of Grey Advertising Inc., a Delaware
corporation (the "Company"). The principal executive
offices of the Company are located at 777 Third Avenue,
New York, New York 10017.
Item II. IDENTITY AND BACKGROUND
The first paragraph of Item 2 is amended and
restated to read as follows:
(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 and again amended as of
March 10, 1995, (the "Amended and Restated 1994
Agreement") among the several Beneficiaries thereunder,
the Company and Mr. Edward H. Meyer (the "Voting
Trustee"), as Voting Trustee (the "Voting Trust").
Amendments No. 3 through 6 were also 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"). Since the
filing of Amendment No. 6, all remaining shares of Class
B Stock held by the 1989 Voting Trust were withdrawn from
the 1989 Voting Trust and consequently the 1989 Voting
Trust no longer holds any Shares and is no longer a
signatory of this Schedule 13D. The address of the
Voting Trust is c/o Mr. Edward H. Meyer, as Trustee, 777
Third Avenue, New York, New York 10017.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
A.-(c) The aggregate number of Trust Shares
held by the Voting Trust as of March 29, 1996 was 176,950
shares of Common Stock (approximately 20.0% of the shares
of Common Stock outstanding(1)) and 180,249 shares of
Class B Stock (approximately 59.1% of the shares of Class
B Stock outstanding) which collectively represents
approximately 46.4% 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 March 29, 1996, 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.
____________________
1 On March 29, 1996, 884,242 shares of Common Stock
and 304,995 shares of Class B Stock were
outstanding.
2 Voting power percentages included herein reflect the
voting rights of the Common Stock, the Class B
Common, the Series 1 Preferred Stock, the Series I
Preferred Stock, the Series II Preferred Stock and
the Series III Preferred Stock; however, the
percentages do not reflect conversion of the
Debentures or the exercise of Options, except where
indicated.
Name Address
Nancy Bachrach 777 Third Avenue
New York, NY 10017
James Bell 777 Third Avenue
New York, NY 10017
Robert C. Burruss 777 Third Avenue
New York, NY 10017
Carolyn Carter 777 Third Avenue
New York, NY 10017
Frank W. Clarke 777 Third Avenue
New York, NY 10017
A. W. Deval 777 Third Avenue
New York, NY 10017
Daniel Feigin 777 Third Avenue
New York, NY 10017
Michael Feigin 777 Third Avenue
New York, NY 10017
Peter Feigin 777 Third Avenue
New York, NY 10017
Steven G. Felsher 777 Third Avenue
New York, NY 10017
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
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
Shirley Y. Hsieh 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
John Marder 777 Third Avenue
New York, NY 10017
Bruce McRitchie 777 Third Avenue
New York, NY 10017
Stephen Novick 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
Jordan Rosuck 777 Third Avenue
New York, NY 10017
Robert Skollar 777 Third Avenue
New York, NY 10017
C. Jeffrey Stein 777 Third Avenue
New York, NY 10017
David A. Stickles 777 Third Avenue
New York, NY 10017
Lawrence B. Varnes 777 Third Avenue
New York, NY 10017
Milton Weinstock 1572 54th Street
Brooklyn, NY 11219
Elliot Weinstock 1572 54th Street
Brooklyn, NY 11219
Steven Weinstock 1572 54th Street
Brooklyn, NY 11219
George Wiedemann 875 Third Avenue
New York, NY 10017
Casimir Wojciechowski 777 Third Avenue
New York, NY 10017
Jerry Zaret 777 Third Avenue
New York, NY 10017
As of March 29, 1996, each of the Beneficiaries
set forth in the following table have deposited Shares in
the Voting Trust equal to less than 1% of the total
number of (i) shares of Common Stock and (ii) votes
entitled to be cast at a meeting of stockholders of the
Company; and between 1% and 2% of the total number of
shares of Class B Stock.
Name Address
Steven Dammers 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
As of March 29, 1996, (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 11.8% of the total number of
shares of Common Stock, (ii) approximately 36.1% of the
total number of shares of Class B Stock and (iii)
approximately 28.3% of the total number of votes entitled
to be cast at a meeting of stockholders of the Company
(exclusive of any voting rights Mr. Meyer may have with
respect to the Series I Preferred Stock, Series II
Preferred Stock, and the Series III Preferred Stock).
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
50,582 shares of Common Stock and 56,944 shares of Class
B Stock (approximately 5.7% and 18.7%, 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 33,266 shares of Common Stock
at exercise prices between $117.50 and $148.50 through
the exercise of outstanding options ("Options") within
the sixty days following March 29, 1996. Pursuant to the
terms of the Amended and Restated 1994 Agreement, the
Beneficiaries have severally agreed that upon exercise,
such Shares would be transferred into the Voting Trust
and held subject to the Amended and Restated 1994
Agreement.
Mr. Meyer is also the beneficial owner of
$3,025,000 principal amount of the Company's 81/2%
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 $118.88 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) 235,661 shares of Common
Stock (approximately 25.0% of the shares of Common Stock
outstanding, assuming such additional Shares were
outstanding), (ii) 205,694 shares of Class B Stock
(approximately 62.2% of the shares of Class B Stock
outstanding, assuming such additional Shares were
outstanding) and (iii) 2,292,601 votes entitled to be
cast at a meeting of stockholders of the Company
(approximately 50.1% 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.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The eighth paragraph of Item 6 is amended and
restated to read as follows:
The Amended and Restated 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 Mental
Disability (as hereinafter defined), (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 tenth paragraph of Item 6 is amended and
restated to read as follows:
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. The 1989 Agreement provides that in
the event of a deadlock, the decision of the Trustee
longest in office shall govern. The Amended and Restated
1994 Agreement provides that in the event of a deadlock
among two or more trustees, with respect to any matter
which requires the vote of the Trust Shares or a decision
of the Trustees, the decision of the Trustee longest in
office shall govern the vote of all Trust Shares or such
decision.
Item 6 is amended to include, immediately the
following the tenth paragraph, the following:
"Permanent Mental Disability" means a mental
illness or other mental disability of a person which
results in such person being incapable of understanding
and unable regularly to act with discretion in the
ordinary affairs of life for a period of at least 90
consecutive days, as determined by a written
certification of a qualified medical doctor agreed to by
such person (or, in the event of such person's incapacity
to designate a doctor, such person's legal
representative) and by Beneficiaries holding a majority
of beneficial interest in the Trust Shares (other than
Trust Shares of such person). In the absence of an
agreement between such person (or his legal
representative) and such Beneficiaries, each shall
nominate a qualified medical doctor and the two doctors
shall select a third doctor, who shall make the
determination as to the disability. The appointment of a
guardian or legal conservator for a person shall create a
presumption of the Permanent Mental Disability of such
person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the
following:
Exhibit 5. 1994 Amended and Restated Voting Trust
Agreement, dated as of March 21, 1994 and as amended as
of April 10, 1996, among the several Beneficiaries (as
defined therein), Grey Advertising Inc. and Edward H.
Meyer, as Trustee.
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: April 30, 1996
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 again
amended as of April 10, 1996
/s/ Edward H. Meyer
Edward H. Meyer, as Trustee
INDEX TO EXHIBITS
Exhibit No. Exhibit Sequentially
Numbered
Page
5 1994 Amended and Restated
Voting Trust Agreement dated as
of March 21, 1994 and as
amended as of April 10, 1996,
among the several Beneficiaries
(as defined therein), Grey
Advertising Inc. and Edward H.
Meyer, as Trustee.
CONSENT TO
AMENDMENT AND RESTATEMENT
OF THE
1994 AMENDED AND RESTATED VOTING TRUST AGREEMENT
WHEREAS, certain stockholders (the
"Beneficiaries") of Grey Advertising Inc. (the "Company")
have entered into a voting trust agreement, dated as of
March 21, 1994 (the "1994 Restated VTA") with Grey
Advertising Inc. ("Grey") and Edward H. Meyer ("Meyer")
as Trustee under the 1994 Restated VTA;
WHEREAS, the Beneficiaries desire to amend the
1994 Restated VTA; and
WHEREAS, Section 8.4 of the 1994 Restated VTA
provides that the 1994 Restated VTA may be amended with
the written consent of Beneficiaries holding a majority
of beneficial interest in the Trust Shares (as defined in
the 1994 Restated VTA).
NOW THEREFORE, by execution hereof, the
undersigned Beneficiary indicates his or her consent to
the amendment and restatement of the 1994 Restated VTA to
read as set forth in Exhibit A hereto. This consent
shall be effective upon the execution of consents to the
amendment and restatement of the 1994 Restated VTA by
Beneficiaries holding, in the aggregate, a majority of
beneficial interest in the Trust Shares.
IN WITNESS WHEREOF, the several parties hereto
have hereunder set their respective hands as of this
tenth day of April, 1996.
/s/ EDWARD H. MEYER
EXHIBIT A
1994 AMENDED AND RESTATED VOTING TRUST AGREEMENT
This 1994 Amended and Restated Voting Trust
Agreement, dated as of March 21, 1994 and as amended as
of April 10, 1996 (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, as amended, 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 (as hereinafter defined), (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 among two or more Trustees, with
respect to any matter which requires the vote of the
Trust Shares or a decision of the Trustees, the decision
of the Trustee longest in office shall govern the vote of
all the Trust Shares or such decision.
(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.
(f) "Permanent Mental Disability" means a
mental illness or other mental disability of a person
which results in such person being incapable of
understanding and unable regularly to act with discretion
in the ordinary affairs of life for a period of at least
90 consecutive days, as determined by a written
certification of a qualified medical doctor agreed to by
such person (or, in the event of such person's incapacity
to designate a doctor, such person's legal
representative) and by Beneficiaries holding a majority
of beneficial interest in the Trust Shares (other than
Trust Shares of such person). In the absence of an
agreement between such person (or his legal
representative) and such Beneficiaries, each shall
nominate a qualified medical doctor and the two doctors
shall select a third doctor, who shall make the
determination as to the disability. The appointment of a
guardian or legal conservator for a person shall create a
presumption of the Permanent Mental Disability of such
person.
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. This 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 1994
Restated 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 Trust 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
