SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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
December 31, 1998
(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 157,521 shares of Common Stock
OWNED BY 150,073 shares of Class B Stock
EACH --------------------------------------------------
REPORTING
PERSON (8) SHARED VOTING POWER
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:
157,521 shares of Common Stock
150,073 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:
16.0% of Common Stock
58.6% of Class B Stock
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(14) TYPE OF REPORTING PERSON
00
Item 1. SECURITY AND ISSUER
This Amendment No. 10 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 9
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, February 12, 1997 and January 28, 1998, 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 December 31, 1998 was 157,521 shares of Common Stock
(approximately 16.0% of the shares of Common Stock outstanding(1)) and
150,073 shares of Class B Stock (approximately 58.6% of the shares of Class
B Stock outstanding) which collectively represents approximately 42.8% of
the votes entitled to be cast at a meeting of stockholders of the Company.(2)
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1 On December 31, 1998, 982,091 shares of Common Stock
and 256,003 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 per-
centages do not reflect conversion of the Debentures
or the exercise of Options, except where indicated.
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 December 31, 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.
Name Address
Nancy Bachrach 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
Joshua K. Dammers 777 Third Avenue
New York, NY 10017
Rebecca A. Dammers 777 Third Avenue
New York, NY 10017
Erica H. Feigin 777 Third Avenue
New York, NY 10017
Steven G. Felsher 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
Richard Krain 777 Third Avenue
New York, NY 10017
Neil Kreisberg 777 Third Avenue
New York, NY 10017
Kenneth Levy 777 Third Avenue
New York, NY 10017
John Marder 777 Third Avenue
New York, NY 10017
James Morrissey 777 Third Avenue
New York, NY 10017
Stephen Novick 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
Jerry Zaret 777 Third Avenue
New York, NY 10017
As of December 31, 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
Robert Berenson 777 Third Avenue
New York, NY 10017
Steven Dammers 777 Third Avenue
New York, NY 10017
John Alexander Gerster 777 Third Avenue
New York, NY 10017
Clark Montgomery 777 Third Avenue
New York, NY 10017
C. Jeffrey Stein 777 Third Avenue
New York, NY 10017
As of December 31, 1998, (A) Anthony E. Meyer and Margaret A.
Meyer, each having the address 777 Third Avenue, New York, NY 10017, have
each 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 10.5% of the total number of
shares of Common Stock, (ii) approximately 43.0% of the total number of
shares of Class B Stock and (iii) approximately 31.1% 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 7,000 shares of
Common Stock and 7,500 shares of Class B Stock held in trust for Mr.
Meyer's children, and of 45,994 shares of Common Stock and 56,944 shares of
Class B Stock (approximately 4.7% and 22.2%, 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 8,000 shares of Common Stock at exercise prices between
$148.50 and $332.50 through the exercise of outstanding options ("Options")
within the sixty days following December 31, 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 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
$118.59 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) 263,041 shares
of Common Stock (approximately 26.8% 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) 175,593 shares of Class B Stock (approximately
68.6% 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) 2,018,971 votes entitled to be
cast at a meeting of stockholders of the Company (approximately 52.1% 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: February 8, 1999
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
