SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
GREY ADVERTISING INC.
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(Name of Issuer)
Common Stock, par value $1 per share Limited Duration
Class B Common Stock, par value $1 per share
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(Title of Class and Securities)
397838 10 3
397838 20 2
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(CUSIP Number of Class of Securities)
Edward H. Meyer, Trustee
777 Third Avenue
New York, NY 10017
(212) 546-2000
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(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
December 31, 1997
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(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
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(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.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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(7) SOLE VOTING POWER
NUMBER OF Voting Trust established 1986
SHARES
BENEFICIALLY 158,338 shares of Common Stock
OWNED BY 163,807 shares of Class B Stock
EACH ------------------------------------------------
REPORTING (8) SHARED VOTING POWER
PERSON
WITH None
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(9) SOLE DISPOSITIVE POWER
None
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(10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Voting Trust established 1986:
158,338 shares of Common Stock
163,807 shares of Class B Stock
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Voting Trust established 1986:
17.5% of Common Stock
58.4% of Class B Stock
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(14) TYPE OF REPORTING PERSON
00
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Item 1. SECURITY AND ISSUER
This Amendment No. 9 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 8 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, April 30, 1996 and February 12, 1997, 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, 1998 was 158,338 shares of Common Stock
(approximately 17.5% of the shares of Common Stock outstanding1) and
163,807 shares of Class B Stock (approximately 58.4% of the shares of
Class B Stock outstanding) which collectively represents approximately
44.5% 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, 1998, 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.
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1 On January 1, 1998, 902,226 shares of Common Stock and 280,698
shares of Class B Stock were outstanding.
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 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
Daniel Feigin 777 Third Avenue
New York, NY 10017
Erica H. 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
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
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, 1998, 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
Clark Montgomery 777 Third Avenue
New York, NY 10017
Stephen Novick 777 Third Avenue
New York, NY 10017
C. Jeffrey Stein 777 Third Avenue
New York, NY 10017
As of January 1, 1998, (A) Robert Berenson and Barbara
Feigin, 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 11.6% of
the total number of shares of Common Stock, (ii) approximately 39.2% of
the total number of shares of Class B Stock and (iii) approximately 29.8%
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 49,763 shares of Common Stock and 56,944 shares
of Class B Stock (approximately 5.5% and 20.3%, 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 53,333 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, 1998. 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 8 1/2% 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 $118.59 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) 237,180
shares of Common Stock (approximately 24.2% 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) 189,316 shares of Class B Stock
(approximately 61.8% 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) 2,460,340 votes
entitled to be cast at a meeting of stockholders of the Company
(approximately 56.3% 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.
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: January 28, 1998
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 and as of February 12, 1997
/s/ Edward H. Meyer
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Edward H. Meyer, as Trustee
