SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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
c/o Grey Advertising Inc.
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
July 29, 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 (Common Stock)
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward H. Meyer
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
__________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF; OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF SHARES 104,553 shares
BENEFICIALLY 67,997 shares (voting power by Mr.
OWNED BY EACH Meyer as Trustee; beneficial
REPORTING ownership disclaimed)
PERSON WITH 25,446 shares (issuable upon
conversion of debentures)
26,666 shares (issuable upon
exercise of exercisable stock
options
(8) SHARED VOTING POWER
50,477 shares held in Employee Stock
Ownership Plan
___________________________________________
(9) SOLE DISPOSITIVE POWER
104,553 shares
25,446 shares (issuable upon
conversion of debentures)
26,666 shares (issuable upon exercise
of exercisable stock options)
____________________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,553 shares
25,446 shares (issuable upon conversion of debentures)
26,666 shares (issuable upon exercise of exercisable stock
options)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.8% (16.7%, including the 25,446 shares and 26,666 shares
issuable upon conversion of debentures and exercise of options,
respectively)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 397838 20 2 (Class B Stock)
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward H. Meyer
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF; OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF SHARES 110,053 shares
BENEFICIALLY 68,096 shares (voting power by Mr.
OWNED BY EACH Meyer as Trustee; beneficial
REPORTING ownership disclaimed)
PERSON WITH 25,446 shares (issuable upon
conversion of debentures)
___________________________________________
(8) SHARED VOTING POWER
56,944 shares held in Employee Stock
Ownership Plan
___________________________________________
(9) SOLE DISPOSITIVE POWER
110,053 shares
25,446 shares (issuable upon
conversion of debentures)
____________________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,053 shares
25,446 shares (issuable upon conversion of debentures)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (X)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
36.4% (41.3%, including the 25,446 shares issuable upon
conversion of debentures)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 9 hereby amends and supplements
the Statement on Schedule 13D, as amended, filed by Edward
H. Meyer. This filing relates to the shares of Common
Stock, par value $1 per share ("Common Share") and to the
shares of Limited Duration Class B Common Stock, par value
$1 per share ("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" or "Grey"). The Company has its principal
executive offices at 777 Third Avenue, New York, New York
10017.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated to read as follows:
As of July 31, 1996, Mr. Meyer owns 129,999 shares
of Common Stock (including 25,446 shares that are issuable
upon conversion of Mr. Meyer's holdings of $3,025,000 prin-
cipal amount of the Company's 8 1/2% Convertible Subordinat-
ed Debentures Due December 31, 2003 (the "Debentures") and
135,499 shares of Class B Stock (including 25,446 shares
that are issuable upon conversion of the Debentures), repre-
senting approximately 14.2% and 41.3%, respectively, of the
Common Stock and Class B Stock outstanding, assuming such
additional shares were outstanding.(*)
On February 21, 1995, the Company finalized the
documentation relating to the issuance to Mr. Meyer of an
option (the "Meyer Option") to purchase 40,000 shares of
Common Stock effective as of January 5, 1995 (the "Effective
Date"). The Meyer Option, by its terms, became exercisable
as to 13,333 shares as of the Effective Date and as to
13,333 shares as of the first anniversary of the Effective
Date. The Meyer Option will become exercisable for the
remaining 13,334 shares on the second anniversary of the
Effective Date. Assuming the exercise of the Meyer Option
with respect to the 26,666 shares, Mr. Meyer owns 156,665
shares of Common Stock (including 25,446 shares that are
exercisable upon conversion of the Debentures), representing
16.7% of the Common Stock, assuming such additional shares
were outstanding.
In addition, Mr. Meyer owns 20,000 shares of
Series I Preferred Stock, 5,000 shares of Series II Pre-
ferred Stock and 5,000 shares of Series III Preferred Stock,
representing 100% of the outstanding shares of each series
of 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 50,477 shares
of Common Stock and 56,944 shares of Class B Stock (approxi-
mately 5.7% and 18.8%, respectively, of the outstanding
Common Stock and Class B Stock) held in the Company's Em-
ployee Stock Ownership Plan (the "ESOP"), as to which Mr.
Meyer exercises shared voting power by virtue of his member-
ship on the committee charged with its administration.
The aggregate number of shares of the Company's
Common Stock and Class B Stock held by the voting trust (the
"1994 Voting Trust") created 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 restat-
ed as of March 21, 1994, as amended as of April 10, 1996
(the "Voting Trust Agreement") among the several beneficia-
ries thereunder (the "Beneficiaries"), the Company and Mr.
Meyer, as the sole voting trustee (the "Trustee"), as of
July 31, 1996 was 172,550 shares of Common Stock (approxi-
mately 19.5% of the Common Stock outstanding) and 178,149
shares of Class B Stock (approximately 58.9% of the shares
of Class B Stock outstanding).(**) For a more detailed
description of the terms of the Voting Trust, reference is
made to Amendment No. 8 to the Statement on Schedule 13D,
dated April 10, 1996, by Mr. Meyer, as trustee on behalf of
the Voting Trust.
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 (the "Trust Options").
Pursuant to the terms of the Voting Trust Agreement, the
Beneficiaries have severally agreed that upon exercise, such
shares would be transferred into the Voting Trust and held
subject to the Voting Trust Agreement.
* Based on 887,153 shares of Common Stock and
302,479 shares of Class B Stock outstanding as
of July 31, 1996.
** Including 104,553 shares of Common Stock and
110,053 shares of Class B Stock owned by Mr.
Meyer.
*** Including the 26,666 shares issuable pursuant
to the Meyer Option.
Mr. Meyer, by virtue of his position as Trustee,
may be deemed to have the power to vote the Shares held in
the 1994 Voting Trust (the "Trust Shares") and may therefore
be deemed, for the purposes of Rule 13d-3 under the Securi-
ties Exchange Act of 1934 (the "Exchange Act"), to own
beneficially such Trust Shares. Mr. Meyer disclaims benefi-
cial ownership of any Trust Shares deposited in the Voting
Trust by anyone other than himself.
Including the Trust Shares issuable upon the
exercise of the Trust Options and the conversion of the
Debentures, the Voting Trust may be deemed to beneficially
own, pursuant to Rule 13d-3 under the Exchange Act, (i)
231,262 shares of Common Stock, (ii) 203,595 shares of Class
B Stock and (iii) 2,267,212 votes entitled to be cast at a
meeting of stockholders of the Company. The numbers in
clauses (i)-(iii) above do not reflect any shares held by
various benefit plans of the Company administered by commit-
tees of which Mr. Meyer is a member.
Including those shares as to which the Meyer
Option is presently exercisable, the aggregate number of
shares of the Common Stock and the Preferred Stock held by
Mr. Meyer, the Common Stock and Class B Stock held by the
Voting Trust (including the shares issuable upon the exer-
cise of the Meyer Option and conversion of the Debentures)
and the Common Stock and Class B Stock held by the ESOP
represents 70.6% of the votes entitled to be cast at a
meeting of stockholders of the Company, assuming such addi-
tional shares were outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
The first two paragraphs of Item 6 are amended and restated
to read as follows:
Pursuant to a Purchase Agreement, dated as of
December 10, 1983 (the "Purchase Agreement"), Mr. Meyer
purchased the Debentures in the aggregate principal amount
of $3,025,000. The Debentures were issued to Mr. Meyer in
consideration for $25,000 in cash and the Promissory Note in
the aggregate principal amount of $3,000,000.
The Debentures are convertible at any time into
shares of Common Stock, at an initial conversion price of
$121 per share, subject to an adjustment upon the occurrence
of certain events. As of July 29, 1996, the Company and Mr.
Meyer entered into an Extension Agreement which extended the
maturity date to December 31, 2003. The Debentures bear
interest at the rate of 8 1/2% per annum.
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: September 23, 1996.
/s/ EDWARD H. MEYER
-------------------
EDWARD H. MEYER
