SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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
November 26, 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: ( )
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, as amended March 10, 1995 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 OR ORGANIZATION
DELAWARE
(7) SOLE VOTING POWER
NUMBER OF Voting Trust established 1986
SHARES
BENEFICIALLY 168,444 shares of Common Stock
OWNED BY 173,785 shares of Class B Stock
EACH
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:
168,444 shares of Common Stock
173,785 shares of Class B Stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Voting Trust established 1986:
19.0% of Common Stock
59.1% of Class B Stock
(14) TYPE OF REPORTING PERSON
00
Item 1. SECURITY AND ISSUER
This Amendment No. 8 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 7 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, March 10, 1995 and April 30,
1996, 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 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) The aggregate number of Trust Shares held by
the Voting Trust as of January 1, 1997 was 168,444 shares of
Common Stock (approximately 19.0% of the shares of Common Stock
outstanding(1)) and 173,785 shares of Class B Stock (approximate-
ly 59.1% of the shares of Class B Stock outstanding) which
collectively represents approximately 45.8% of the votes entitled
to be cast at a meeting of stockholders of the Company.(2)
Mr. Meyer, by virtue of his position as Voting Trustee,
may be deemed to have the power to vote the Trust Shares and may
therefore be deemed, for the purposes of Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Act"), to own beneficially
such Trust Shares.
As of January 1, 1997, each of the Beneficiaries set
forth in the following table has 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.
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
___________________
1 On January 1, 1997, 888,108 shares of Common Stock
and 294,107 shares of Class B Stock were outstand-
ing.
2 Voting power percentages included herein reflect the
voting rights of the Common Stock, the Class B
Stock, the Series 1 Preferred Stock, the Series I
Preferred Stock, the Series II Preferred Stock and
the Series III Preferred Stock; however, the per-
centages do not reflect conversion of the Debentures
or the exercise of Options, except where indicated.
Carolyn Carter 777 Third Avenue
New York, NY 10017
Frank W. Clarke 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. and 777 Third Avenue
Susan Felsher 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
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
Anthony Pugliese 777 Third Avenue
New York, NY 10017
Herman Rosen 777 Third Avenue
New York, NY 10017
Clifford Rosen 14 Halley Drive
Pomona, NY 10970
Corey Rosen 14 Halley Drive
Pomona, NY 10970
Robert Skollar 777 Third Avenue
New York, NY 10017
David A. Stickles 777 Third Avenue
New York, NY 10017
Lawrence B. and 777 Third Avenue
Maureen Varnes 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 January 1, 1997, each of the Beneficiaries set
forth in the following table has 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
John Alexander Gerster 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
Stephen Novick 777 Third Avenue
New York, NY 10017
C. Jeffrey Stein 777 Third Avenue
New York, NY 10017
As of January 1, 1997, (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 37.4% of the total number of
shares of Class B Stock and (iii) approximately 29.0% of the
total number of votes entitled to be cast at a meeting of stock-
holders 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 50,136 shares of Common
Stock and 56,944 shares of Class B Stock (approximately 5.6% and
19.4%, respectively, of the outstanding Common Stock and Class B
Stock) held in the Company's Employee Stock Ownership Plan (the
"ESOP"), as to which Mr. Meyer exercises shared voting power by
virtue of his membership on the committee charged with its
administration.
In addition, the Beneficiaries have the right to
acquire an aggregate of 46,666 shares of Common Stock at exercise
prices between $148.50 and $235.00 through the exercise of
outstanding options ("Options") within the sixty days following
January 1, 1997 (including 13,334 shares issuable pursuant to an
Option grant which vested on January 5, 1997). Pursuant to the
terms of the Amended and Restated 1994 Agreement, the Beneficia-
ries 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 ("Debentures"). The Debentures are convertible at any
time into shares of Common Stock and shares of Class B Stock at
an initial conversion price of $118.88 per share (subject to
adjustment for 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.
Including the Shares issuable upon the exercise of the
Options and the conversion of the Debentures, the Voting Trust
would be deemed to beneficially own, pursuant to Rule 13d-3 under
the Act, (i) 240,556 shares of Common Stock (approximately 25.1%
of the shares of Common Stock outstanding, assuming the Shares
exercisable upon conversion of the Debentures and exercise of the
Options were outstanding for the purposes of this calculation
only), (ii) 199,231 shares of Class B Stock (approximately 62.3%
of the shares of Class B Stock outstanding, assuming the Shares
exercisable upon conversion of the Debentures were outstanding
for the purposes of this calculation only) and (iii) 2,232,866
votes entitled to be cast at a meeting of stockholders of the
Company (approximately 49.8% of the votes entitled to be cast at
a meeting of stockholders of the Company, assuming such addition-
al 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.
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 11, 1997
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
