SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 23, 1997
(Date of earliest event reported)
GREY ADVERTISING INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-7898 3-0802340
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
777 Third Avenue, New York, New York 10017
(Address of principal executive offices, including zip code)
(212) 546-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 23, 1997, Grey Advertising Inc.
(the "Company") completed the refinancing of its long-
term debt pursuant to a note agreement (the "Note
Agreement") with The Prudential Insurance Company of
America ("Prudential"). The purpose of the refinancing
was to raise additional capital through increasing the
Company's long-term debt and to obtain a more favorable
interest rate.
Prior to the refinancing, the Company's
outstanding long-term debt was represented by its senior
promissory notes (the "Old Notes") held by Prudential, in
an aggregate principal amount of $30,000,000, dated
January 19, 1993, having a final maturity of January 19,
2000 and bearing interest at the rate of 7.68% per
annum. On December 23, 1997, pursuant to the Note
Agreement, the Company authorized the issuance of, and
Prudential agreed to purchase, the Company's senior
promissory notes (the "New Notes") in an aggregate
principal amount of $75,000,000, dated December 23, 1997,
having a final maturity of December 23, 2005 and bearing
interest at the rate of 6.94% per annum. Prudential paid
the purchase price for the New Notes by (a) cancelling
the Old Notes and crediting the outstanding $30,000,000
principal amount, together with accrued interest, against
the $75,000,000 principal amount of the New Notes and (b)
paying the balance due under the New Notes to the
Company.
For further information, reference is made to
the press release attached hereto as Exhibit 99.1.
The Company plans to use the proceeds of the
sale of the New Notes for general corporate purposes.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
GREY ADVERTISING INC.
By: /s/ Steven G. Felsher
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
Date: January 6, 1998
Index to Exhibits
Page Number in
Sequential
Numbering System
Description of Where Exhibit
Exhibit Number Exhibits May be Found
99.1 Press release issued 4
by Grey Advertising
Inc. on December 23,
1997
Exhibit 99.1
GREY ADVERTISING INC.
PRESS RELEASE
Contact: Steven Felsher 212-546-2440
Toni Lee 212-546-2422
FOR IMMEDIATE RELEASE
New York, New York -- December 23, 1997 -- GREY
ADVERTISING INC. (NASDAQ-NMS: GREY) today announced that
it had refinanced its borrowings with The Prudential
Insurance Company of America.
Pursuant to the refinancing, Grey has repaid the 7.68%
$30,000,000 loan it had taken down in early 1993 and, in
turn, borrowed $75,000,000. The new loan has an average
maturity of seven years and bears interest at the rate of
6.94%.
A Grey spokesperson noted that the company believes the
current interest rate environment makes the loan
attractive. The proceeds of the loan are to be used for
general corporate purposes.
Grey is one of the world's leading independent
advertising and communications enterprises with
$6.5 billion of billings and 376 offices in 87 countries.
