As filed with the Securities and Exchange Commission on September 26, 1997
Registration No.
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 or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
777 Third Avenue
New York, New York 10017
(212) 546-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Grey Advertising Inc.
1993 Senior Management 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, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
_________________
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed
Maximum Proposed
Amount Offering Maximum Amount
Title of to be Price Aggregate of
Securities Regis- Per Offering Registration
to be Registered tered(1) Share(2)(3) Price(1)(3) Fee (4)
---------------- -------- ----------- ----------- ------------
Common Stock,
$1.00 par value,
of Grey Advertising
Inc. 200,000 $ 327.50 $ 65,500,000 $19,848.48
==============================================================================
(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 1993 Senior Management 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 for the sole purpose of computing the registration fee.
Calculated pursuant to Rule 457(c) and (h) under the Securities Act
based on the average of the high and low prices for a share of Common
Stock on The Nasdaq Stock Market's National Market as of September
25, 1997.
(3) Estimated for the sole purpose of computing 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
The document(s) containing the information specified in
Part I of Form S-8 have been or will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities
Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as amended by Form 10-KA, dated
April 29, 1997, the Company's Quarterly Report on Form 10-Q,
dated May 14, 1997, and the Company's Quarterly Report on Form
10-Q, dated August 14, 1997, which have been filed by the Company
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated by reference herein.
A description of the Company's Common Stock is set
forth below.
All documents subsequently filed 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 have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference 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 or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
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, 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 August 31, 1997, there were
901,079 shares of Common Stock issued and outstanding and 143,924
shares of Common Stock available for issuance upon exercise of
outstanding stock options, 309,275 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 25,508 shares of Common
Stock available for issuance upon the conversion of outstanding
convertible debentures. As of August 31, 1997, there were
283,766 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 the 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 Sock, 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 the 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, 2006, 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 and Class B 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 or class B Common Stock, as the case may be,
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, 2006.
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 LLP ("SASM&F), 919
Third Avenue, New York, NY 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.
Subsection (a) of 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 he 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,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he 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 conduct was unlawful.
Subsection (b) of Section 145 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 judgement
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 him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
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 or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a
director or officer of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually
and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed
exclusive of any other rights to which the indemnified party may
be entitled; that indemnification provided for by Section 145
shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person s
heirs, executors and administrators; and empowers the corporation
to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section
145.
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: (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, 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.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number 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
LLP, special counsel to the Company, regarding the
legality of the Common Stock being registered,
dated September 26, 1997.*
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP 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, 1996, dated February 7, 1997.*
24 Powers of Attorney are included on the signature
page of this registration statement.*
------------------
*Filed herewith
ITEM 9. 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 26th day of
September, 1997.
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
---------------------
Edward H. Meyer Chairman of the Board September ____, 1997
and President (Principal
Executive Office)
/s/ Steven G. Felsher
---------------------
Steven G. Felsher Executive Vice President, September ____, 1997
Secretary and Treasurer
(Principal Financial
Officer)
/s/ William P. Garvey
- --------------------
William P. Garvey Executive Vice President September ____, 1997
(Principal Accounting
Officer)
/s/ Mark N. Kaplan
----------------------
Mark N. Kaplan Director September ____, 1997
/s/ O. John C. Shannon
----------------------
O. John C. Shannon Director; President, September ____, 1997
Grey International
/s/ Richard R. Shinn
-----------------------
Richard R. Shinn Director September ____, 1997
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
LLP regarding the legality of the Common Stock
being registered, dated September 26, 1997.*
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP 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, 1996, dated February 7, 1997.*
24 Powers of Attorney are included on the signature
page of this Registration Statement.*
-----------------------
*Filed herewith.
EXHIBIT 5
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
September 26, 1997
Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Grey
Advertising Inc., a Delaware corporation (the "Company"),
in connection with the preparation of a registration
statement on Form S-8 (the "Registration Statement"),
relating to the issuance and sale of up to 200,000 shares
(the "Shares") of the common stock, par value $1.00 per
share (the "Common Stock"), of the Company issuable under
the Company's 1993 Senior Management Incentive Plan (the
"Plan").
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act of 1933, as amended (the "Act").
We have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) a specimen
certificate evidencing the Common Stock, (iv) the
Restated Certificate of Incorporation of the Company, as
amended to date, (v) the By-Laws of the Company, as
amended to date, (vi) certain resolutions of the Board of
Directors of the Company relating to, among other things,
the Plan, and (vii) such other documents as we have
deemed necessary or appropriate as a basis for the
opinions set forth below.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, 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 the
originals of such latter documents. In making our
examination of documents executed by parties other than
the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof on
such parties. As to any facts material to the opinions
expressed herein which we did not independently establish
or verify, we have relied upon certificates, statements
or representations of officers and other representatives
of the Company, public officials and others. In
rendering the opinion set forth below, we have assumed
that the certificates representing the Shares will be
signed by one of the authorized officers of the transfer
agent and registrar for the Common Stock and registered
by such transfer agent and registrar and will conform to
the specimen thereof examined by us.
Members of our firm are admitted to the Bar of
the State of New York, and we do not express any opinion
as to the laws of any jurisdiction other than the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are
of the opinion that the Shares have been duly and validly
authorized for issuance and, when delivered and paid for
in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission (the
"Commission") as Exhibit 5 to the Registration Statement.
In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the
rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in
the Registration Statement on Form S-8 pertaining to the
1993 Senior Management Incentive Plan of Grey Advertising
Inc. of our report dated February 7, 1997, with respect
to the consolidted financial statements of Grey
Advertising Inc. and consolidated subsidiary companies
included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
September 26, 1997
