<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
GREY ADVERTISING INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
GREY
GREY ADVERTISING INC.
777 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 12, 1999
To the Stockholders of
GREY ADVERTISING INC.
The Annual Meeting of Stockholders of Grey Advertising Inc. ("Company")
will be held at the headquarter offices of the Company's Middle and Eastern
European operations, Corneliusstrasse 16-24, Dusseldorf, Germany on October 12,
1999 at 11:00 A.M., local time, for the following purposes:
(1) To elect one director to hold office for a three year term.
(2) To consider and take action on a proposal to ratify the selection
of Ernst & Young LLP as independent auditors for the Company for 1999.
(3) To transact such other business as may properly come before the
meeting.
Holders of record of the Company's Common Stock and Limited Duration Class
B Common Stock at the close of business on September 1, 1999, and holders of the
Company's Preferred Stock, will be entitled to vote at the meeting.
By Order of the Board of Directors
STEVEN G. FELSHER
Secretary
New York, New York
September 22, 1999
PLEASE SPECIFY YOUR CHOICES, DATE AND SIGN THE ENCLOSED PROXIES
AND MAIL THEM PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE> 3
GREY ADVERTISING INC.
777 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 546-2000
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 12, 1999
This Proxy Statement is being mailed to stockholders on or about September
22, 1999 in connection with the solicitation of proxies by the Board of
Directors of Grey Advertising Inc. ("Company") for the Annual Meeting of
Stockholders to be held at the headquarter offices of the Company's Middle and
Eastern European operations, Corneliusstrasse 16-24, Dusseldorf, Germany on
October 12, 1999 at 11:00 A.M., local time, and at any and all adjournments
thereof, for the purposes set forth in the Notice of Annual Meeting of
Stockholders.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time prior to its exercise. A stockholder may effect revocation
of a proxy by delivering written notice to the Secretary of the Company, by
giving a later-dated proxy or by attending the meeting and voting in person. All
properly executed, unrevoked proxies will be voted as specified. Unless contrary
directions are given, proxies will be voted for the election of the nominee for
director proposed by the Board of Directors and in favor of the proposals set
forth in the notice. Shares represented by executed proxies received by the
Company will be counted for a quorum regardless of how or whether such shares
are voted on any particular matter. Where nominee stockholders of record do not
vote on specific issues because they did not receive instructions, such
"non-votes" will not be treated as votes cast or shares present for such issues.
The affirmative vote of the holders of a plurality of the votes cast is required
in the election of directors. The vote required to approve the other matters to
be voted on at the meeting, as well as the effect of abstentions and broker
non-votes, is set forth in the sections describing such matters.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY STOCKHOLDER A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 ("10-K").
STOCKHOLDERS DESIRING TO OBTAIN A COPY OF THE 10-K SHOULD ADDRESS WRITTEN
REQUESTS TO MS. LINDA M. FOX, ASSISTANT SECRETARY, GREY ADVERTISING INC., 777
THIRD AVENUE, NEW YORK, NEW YORK 10017.
VOTING SECURITIES
Holders of record of the Company's Common Stock and Limited Duration Class
B Common Stock ("Class B Stock") at the close of business on September 1, 1999,
and holders of the Company's Preferred Stock, will be entitled to vote at the
meeting. On September 1, 1999, the Company had outstanding 1,008,979 shares of
Common Stock and 237,362 shares of Class B Stock. The Company also has
outstanding and entitled to vote at the meeting 20,000 shares of its Series I
Preferred Stock, and 5,000 shares each of its Series II Preferred Stock and
Series III Preferred Stock. At the meeting, each share of Common Stock will be
<PAGE> 4
entitled to one vote; each share of Class B Stock will be entitled to ten votes;
and each share of Preferred Stock will be entitled to eleven votes.
To the knowledge of the Board of Directors, as of the record date, no
stockholder owned of record or beneficially more than 5% of the Company's
outstanding shares of Common Stock, Class B Stock or Preferred Stock except as
indicated below:
<TABLE>
<CAPTION>
AMOUNT OF
SHARES AND
NATURE OF
NAME AND ADDRESS BENEFICIAL
OF RECORD OR OR RECORD PERCENTAGE
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------------------ ---------- ----------
<S> <C> <C> <C> <C>
Common Stock...................... Edward H. Meyer, as Voting 150,263(a) 14.9
Trustee under a Voting Trust
Agreement, dated as of
February 24, 1986, and as
subsequently amended ("Voting
Trust Agreement"), among the
Voting Trustee, the Company
and the Beneficiaries of the
Voting Trust Agreement
777 Third Avenue
New York, New York 10017
Edward H. Meyer 205,248(b) 20.3
777 Third Avenue
New York, New York 10017
The committee administering 43,546(c) 4.3
the Company's Employee Stock
Ownership Plan
777 Third Avenue
New York, New York 10017
Tweedy Browne Company L.P. 70,764(d) 7.0
52 Vanderbilt Avenue
New York, New York 10017
T. Rowe Price Associates, Inc. 56,230(e) 5.6
100 E. Pratt Street
Baltimore, Maryland 21202
Ariel Capital Management, Inc. 156,611(f) 15.5
307 North Michigan Avenue
Chicago, Illinois 60601
All executive officers and 298,373(g) 29.6
directors as a group
Class B Stock..................... Edward H. Meyer, as Voting 145,123(a) 61.1
Trustee under the Voting Trust
Agreement
777 Third Avenue
New York, New York 10017
Edward H. Meyer 135,617(b) 57.1
777 Third Avenue
New York, New York 10017
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT OF
SHARES AND
NATURE OF
NAME AND ADDRESS BENEFICIAL
OF RECORD OR OR RECORD PERCENTAGE
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------------------ ---------- ----------
<S> <C> <C> <C> <C>
The committee administering 56,944(c) 24.0
the Company's Employee Stock
Ownership Plan
777 Third Avenue
New York, New York 10017
All executive officers and 228,731(g) 96.4
directors as a group
Series I, Series II and Series III 30,000(h) 100
Preferred Stock................. Edward H. Meyer
777 Third Avenue
New York, New York 10017
</TABLE>
- ---------------
(a) Represents voting power only. Does not include shares issuable upon exercise
or conversion of options or other securities which are contractually bound
to be deposited pursuant to the Voting Trust Agreement. In general,
investment power over the shares deposited in the voting trust established
pursuant to the Voting Trust Agreement is retained by the several
beneficiaries of the Voting Trust Agreement. (See "Certain Relationships and
Related Transactions" below.)
(b) Includes shares of Common Stock and of Class B Stock, as the case may be,
issuable upon conversion of the Company's 8 1/2% Convertible Subordinated
Debentures owned by Mr. Meyer, shares of Common Stock issuable upon exercise
of stock options which are currently exercisable (after giving effect to the
assumed conversion and exercise thereof), and Mr. Meyer's beneficial
interest in shares of Common Stock and Class B Stock deposited by him
pursuant to the Voting Trust Agreement as to which he retains investment
power. Does not include shares of Common Stock and Class B Stock held in the
Company's Employee Stock Ownership Plan as to which Mr. Meyer exercises
shared voting power by virtue of his membership on the committee charged
with its administration. Does not include shares of Common Stock and Class B
Stock held in trust for Mr. Meyer's children which have been deposited in
the voting trust under the Voting Trust Agreement, or shares of Common Stock
or of Class B Stock as to which Mr. Meyer exercises voting power by virtue
of being the Voting Trustee under the Voting Trust Agreement (other than
shares deposited in the Voting Trust by Mr. Meyer).
(c) The committee which administers the Company's Employee Stock Ownership Plan
exercises voting power over shares held in such plan, and is comprised of
Mr. Meyer and Steven G. Felsher.
(d) Information based on the Company's understanding of publicly-filed material.
Tweedy Browne Company L.P., a registered investment advisor, together with
related entities, on behalf of its clients, has sole or shared dispositive
and voting power with respect to the shares listed.
(e) Information based on the Company's understanding of publicly-filed material.
T. Rowe Price Associates, Inc., a registered investment advisor, together
with a related entity, on behalf of its clients, has sole dispositive and
voting power with respect to the shares listed.
(f) Information based on the Company's understanding of publicly-filed material.
Ariel Capital Management, Inc., a registered investment advisor, together
with a related entity, on behalf of its clients, has sole dispositive and
voting power with respect to the shares listed.
3
<PAGE> 6
(g) Includes shares of Common Stock and of Class B Stock, as the case may be, as
to which certain executive officers exercise shared voting power by virtue
of their membership on the committee administering the Company's Employee
Stock Ownership Plan. Includes shares of Common Stock and Class B Stock as
to which the Voting Trustee (Mr. Meyer) under the Voting Trust Agreement
exercises voting power. Includes shares of Common Stock and of Class B Stock
issuable upon conversion of the Company's 8 1/2% Convertible Debentures
owned by Mr. Meyer and shares of Common Stock issuable upon exercise of
stock options which are exercisable by beneficiaries under the Voting Trust
Agreement who are obliged, under the terms of the Voting Trust Agreement, to
deposit shares in the voting trust acquired subsequent to the execution of
the Voting Trust Agreement, after giving effect to the assumed conversion
and exercise thereof. Does not include shares of Common Stock issuable to
beneficiaries under the Voting Trust Agreement upon exercise of stock
options which are not presently exercisable.
(h) Represents 20,000 of Series I Preferred Stock, and 5,000 shares of each of
the Company's Series II and Series III Preferred Stock, of which classes Mr.
Meyer owns 100% of the outstanding shares.
4
<PAGE> 7
ELECTION OF DIRECTOR
The Board of Directors presently consists of four members, one of whom is
elected by the holders of the Series I Preferred Stock, voting as a class, and
three of whom, divided into three classes, are elected by the holders of the
Common Stock, the Class B Stock and the Preferred Stock voting together. At each
Annual Meeting of Stockholders, a director of one class is elected to serve for
a three-year term or until the election of his successor.
Mark N. Kaplan has been nominated to be elected at the meeting to serve as
a director until the Annual Meeting of Stockholders to be held in 2002. Mr.
Kaplan is currently serving on the Board.
The Company's Certificate of Incorporation provides for cumulative voting
for elections of directors. Therefore, if more than one director is being
elected at a meeting, each stockholder is entitled to cast as many votes as
shall equal the number of votes represented by the shares owned by such
stockholder multiplied by the number of directors to be elected and such
stockholder may cast all of such votes for a single nominee for director, or may
distribute them among the number of nominees, as the stockholder determines.
Information relating to Mr. Kaplan and to the directors not standing for
election who will continue in office following the meeting is set forth below.
Each person listed below is currently a director of the Company.
<TABLE>
<CAPTION>
TERM NO. OF SHARES OF PERCENT OF
OFFICE VOTING STOCK VOTES CAST
DIRECTOR WILL OWNED BY VOTING
NAME(A) AGE OCCUPATION(B) SINCE EXPIRE BENEFICIALLY(C) SHARES
------- --- ------------------ -------- ------ ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mark N. Kaplan.................. 69 Of Counsel, 1973 1999 2,200(e) --(f)
Skadden,
Arps, Slate,
Meagher Flom
LLP, law firm(d)
Edward H. Meyer................. 72 Chairman of the 1961 2000 553,404(g) 71.33
Board, President
and Chief
Executive Officer
Richard Reiss, Jr............... 55 Chairman, Georgica 1999 --(h) 500(i) --(f)
Advisors LLC, an
investment firm
John Shannon.................... 62 President, 1991 2001 1,000 --(f)
Grey-International
</TABLE>
- ---------------
(a) There is no family relationship between any director and any other director
or executive officer of the Company.
(b) The positions of Messrs. Meyer and Shannon are with the Company, and each
has served the Company for more than the past five years.
Mr. Kaplan also serves on the boards of directors of American Biltrite Inc.,
Autobytel.com Inc., Congoleum, Inc., DRS Technologies, Inc., MovieFone Inc.,
REFAC Technology Development Corporation and Volt Information Sciences, Inc.
5
<PAGE> 8
Mr. Meyer is also a director of Ethan Allen Interiors, Inc. and Harman
International Industries, Inc. Mr. Meyer also serves as director or trustee
of thirty-one mutual funds advised by Merrill Lynch Asset Management, Inc.
or its wholly-owned subsidiary, Fund Asset Management, Inc.
Mr. Reiss is also a director of Lazard Funds, Inc., O'Charley's Inc. and
Orbital Imaging Corporation.
(c) Represents beneficial interests in shares of the Company's Common Stock,
Class B Stock, and Series I, II and III Preferred Stock. (See "Voting
Securities" above.) Information is as of the record date.
(d) Skadden, Arps, Slate, Meagher & Flom LLP, a law firm to which Mr. Kaplan is
of counsel, has provided certain legal services to the Company in 1998 and
1999.
(e) Mr. Kaplan owns 1,100 shares of each of the Common Stock and of the Class B
Stock.
(f) Represents less than 1.0% of the votes entitled to be cast.
(g) Mr. Meyer owns beneficially 104,684 shares of Common Stock and 110,053
shares of Class B Stock, as to which he, as the Voting Trustee under the
Voting Trust Agreement, exercises voting power, and 20,000 shares of the
Series I Preferred Stock, and 5,000 shares of each of the Series II and of
the Series III Preferred Stock, representing approximately 10.4%, 46.4%,
100%, 100% and 100% of each class, respectively. Also includes shares held
pursuant to the Voting Trust Agreement, as to which Mr. Meyer, as the Voting
Trustee, exercises voting power, and shares of Common Stock and Class B
Stock held in the Company's Employee Stock Ownership Plan as to which Mr.
Meyer exercises shared voting power by virtue of his membership on the
committee charged with its administration. Also includes shares of Common
Stock (2.5%) and Class B Stock (10.8%) issuable on conversion of the
Company's 8 1/2% Convertible Subordinated Debentures owned by Mr. Meyer
after giving effect to the assumed conversion thereof and shares of Common
Stock (7.4%) issuable upon exercise of currently exercisable stock options
owned by Mr. Meyer after giving effect to the assumed exercise thereof. Does
not include 7,000 shares of the Common Stock and 7,500 shares of Class B
Stock held in trust for Mr. Meyer's children, as to which Mr. Meyer, as the
Voting Trustee under the Voting Trust Agreement, exercises voting power, or
15,000 shares of Common Stock issuable upon exercise of stock options held
in trust for Mr. Meyer's children.
(h) Mr. Reiss had been elected by the holder of the Series I Preferred Stock and
serves until the election of his successor.
(i) Mr. Reiss owns 500 shares of Common Stock.
The Board of Directors has no reason to believe Mr. Kaplan will for any
reason be unable to serve as a director. If, however, Mr. Kaplan becomes
unavailable to serve for any reason, it is the intention of the persons named in
the enclosed form of proxy, unless otherwise instructed by stockholders, to vote
such proxy for the election of such other person as the Board of Directors may
in its discretion recommend.
Directors who are not employees of the Company receive a fee of $4,500 per
quarter and a fee of $3,000 for each meeting of the Board attended. Directors
who are also employees receive no remuneration for serving on the Board. Under
an agreement with the Company, Mr. Kaplan has elected to have payment of his
director's fees deferred until he retires from the Board.
During 1998, the Board met four times. Each director attended all of the
meetings of the Board. The Audit Committee, which is comprised of Messrs. Kaplan
and Reiss, reviews the services of the Company's independent auditors, the
preparation of the Company's financial statements and the maintenance of
internal controls by the Company. Messrs. Kaplan and Reiss also comprise the
Company's Compensation Committee, which is charged with overseeing matters
relating to senior executive compensation. The Company does not have a standing
nominating committee. Members of the Audit Committee and the Compensation
Committee receive $1,000 for attendance at each meeting of each such committee
which does not fall on the same day as a meeting of the Board.
6
<PAGE> 9
REMUNERATION OF MANAGEMENT
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of its Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company with respect to the three most recently completed fiscal
years of the Company, except as indicated below:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- ----------------------------------------
ALL
REST. STOCK OTHER
NAME AND POSITION YEAR SALARY(2) BONUS(2) STOCK($) OPTIONS(#) COMP.(1)
- ----------------- ---- --------- -------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Edward H. Meyer............ 1998 $2,900,000 $400,000 -0- 30,000 $1,395,597
Chairman, President and 1997 2,575,000 475,000 -0- -0- 1,584,347
Chief Executive Officer 1996 2,300,000 325,000 -0- 20,000 1,519,957
Robert L. Berenson......... 1998 $ 625,000 $220,000 -0- -0- $ 356,597
President, Grey-N.Y. 1997 540,000 310,000 -0- -0- 380,854
1996 540,000 240,000 -0- -0- 339,466
J. Alec Gerster............ 1998 $ 400,000 $170,000 -0- 500 $ 191,119
Executive Vice President 1997 400,000 175,000 -0- -0- 219,140
1996 350,000 160,000 -0- -0- 189,140
Stephen A. Novick.......... 1998 $ 825,000 $125,000 -0- -0- $ 432,401
Executive Vice President 1997 825,000 150,000 -0- -0- 495,207
1996 775,000 125,000 -0- -0- 419,345
John Shannon............... 1998 $ 600,730 $220,320 -0- 500 $ 82,492
President,
Grey-International 1997 568,898 262,400 -0- -0- 65,982
1996 555,022 240,000 -0- -0- 51,498
</TABLE>
- ---------------
(1) All Other Compensation includes: (i) contributions of $9,400 in 1998 to the
Company's qualified defined contribution plans on behalf of the named
executives other than Mr. Shannon, who, as a United Kingdom resident,
participated in local pension programs to which he contributed funds out of
his salary compensation; (ii) amount shown for Mr. Shannon represents
deferred compensation pursuant to a subsidiary-sponsored program for United
Kingdom executives; (iii) respective insurance premium expense coverage or
reimbursement of $81,797, $17,197, $23,001 and $6,719 in 1998, for Messrs.
Meyer, Berenson, Gerster and Novick; (iv) accruals in the amounts of
$164,400 for Mr. Meyer in 1998 generally in respect of amounts which would
have been allocated to Mr. Meyer's accounts under the Company's qualified
defined contribution programs for such year but for certain limitations
determined under the federal tax laws; (v) respective allocations under the
Company's Senior Management Incentive Plan ("SMIP") in 1998 for Messrs.
Berenson, Meyer, Gerster and Novick of $180,000, $1,140,000, $175,000 and
$200,000; and (vi) $150,000 of loan forgiveness in 1998 in respect of Mr.
Berenson's indebtedness to the Company and $200,000 of loan forgiveness
effected in early 1999, in respect to Mr. Novick's indebtedness to the
Company.
(2) Includes amounts paid into a deferred compensation trust on Mr. Meyer's
behalf in 1998. (See "Certain Relationships and Related Transactions.")
7
<PAGE> 10
AGGREGATE OPTIONS EXERCISED IN 1998 AND STOCK OPTION VALUES AS AT DECEMBER 31,
1998(1)
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998
SHARES ----------------- --------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(2) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------------- --------------------
<S> <C> <C> <C> <C>
Edward H. Meyer.............. -- -- 70,000/5,000 $11,515,000/$157,500
Robert L. Berenson........... -- -- 0/5,000 0/$1,077,500
J. Alec Gerster.............. -- -- 0/3,000 0/$554,500
Stephen A. Novick............ -- -- 0/3,500 0/$754,250
John Shannon................. -- -- 0/2,500 0/$446,750
</TABLE>
- ---------------
(1) All options relate to shares of Common Stock.
(2) "Value Realized" represents the market price of the Common Stock on the date
of exercise less the exercise price paid.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF SHARES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES EXERCISE PRICE EXP. GRANT DATE
NAME OPTIONS GRANTED(1) IN 1998 ($/SHARE) DATE PRESENT VALUE(2)
---- ------------------ --------------- -------------- --------- ----------------
<S> <C> <C> <C> <C> <C>
Edward H. Meyer...... 30,000 65.9 332.50 1/23/07 $3,044,400
John Shannon......... 500 1.1 332.50 1/23/08 60,335
J. Alec Gerster...... 500 1.1 332.50 1/23/08 60,335
</TABLE>
- ---------------
(1) Options granted to acquire Common Stock at market price on the date of grant
under the Grey Advertising Inc. 1994 Stock Incentive Plan. The options are
exercisable at a rate of one-third per year beginning on the initial
exercise date, which for Messrs. Shannon and Gerster is January 23, 2003,
and January 23, 1998 for Mr. Meyer.
(2) Amounts based on the modified Black-Scholes option price model with the
following assumptions: exercise price equal to fair market value on the date
of grant, ten year option term (nine year option term in the case of Mr.
Meyer), interest rate of 5.48% for Messrs. Shannon and Gerster (5.55% for
Mr. Meyer) and a dividend rate of 1.18%. There is no assurance that the
value realized by an optionee will be at or near the value estimated by this
pricing model. Should the stock price not rise above the option price, the
optionee will realize no gain.
8
<PAGE> 11
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
During 1998, the Committee was comprised of two of the Company's directors,
Mr. Kaplan and Mr. Shinn. Mr. Shinn died in February 1999. Richard Riess, Jr.
was elected to the Board in May 1999 and subsequently became a member of the
Committee.
The Committee is responsible for the establishment of the goals of the
Company's compensation practices and the implementation of compensation programs
that further these goals. It reviews regularly the development of the Company's
operations, its revenue and profit performance, its prospects for growth, the
general trends in the advertising agency industry and the particular needs of
the Company.
The Committee reviews and approves allocations under several long-term
deferred and current compensation programs which have been developed over the
years. These programs, which have utilized both cash and stock awards, are
designed to foster a strong commitment by the Company's senior executives to the
interests of the Company's stockholders, clients and business by rewarding
excellent performance with current compensation, enhancing motivation for
continued profit performance, encouraging a strong community of interests with
the Company's stockholders through share awards and fostering the long-term
retention of key management personnel through extended vesting periods.
These are particularly important, and not readily subject to a short-term
formula approach, in the advertising industry where compensation is heavily
negotiated and where there is great demand for talented people, thus resulting
in a high potential for executive turnover. The Committee believes that the
programs adopted by the Company have been helpful in retaining and motivating
its executive officers.
The Company's executive officers, as disclosed in this proxy statement, own
a substantial interest in the Company's stock, a significant portion of which
was acquired over many years through a number of the Company's stock programs.
This indicates the importance which the Company places on management having the
same interests as stockholders generally.
In recent years, a significant portion of the executives' total
compensation has been provided through payment of discretionary annual bonuses
and through allocations under the Company's 1998 Senior Management Incentive
Plan (the "1998 SMIP") and similar predecessor plans. The total amounts paid or
allocated, as the case may be, are related to overall corporate operating
performance and have trended upwards in better years. In granting annual
bonuses, the Committee considers the results of operations of the Company, the
executives' relative contribution to the Company's overall success, the need for
executives to believe they are compensated competitively, the need for bonuses
to be scaled to reflect seniority and contribution, and other relevant factors.
The Company faced several challenges during the year, including difficult
conditions in a number of markets in which the Company operates, the loss of
certain clients in the Company's advertising agency business which were not
replaced fully and losses incurred in respect of software development at one of
its international subsidiaries, which resulted in the Company reporting net
income 15% less than in the previous year. Mr. Meyer's bonus for 1998 was
$400,000, which represented a decrease of $75,000 from his bonus for 1997 and
which was in line with the decline in net income. In 1998, the Committee also
granted 30,000 stock options to Mr. Meyer and a number of options to other
executives of the Company. The Committee believes the grant of such options to
be an appropriate form of compensation to reward and motivate executives, and to
align their interests with the Company's stockholders. In granting the bonus and
options to Mr. Meyer, the Committee recognized that Mr. Meyer continues to have
strong relationships with key clients of the Company
9
<PAGE> 12
and plays an important leadership role in the Company. The Committee also
recognizes the increasingly costly marketplace for senior executive talent in
the advertising agency industry generally and the necessity for the Company to
remain competitive. In determining Mr. Meyer's compensation elements, the
Committee considered the performance of the Company and the compensation of
other chief executive officers generally, as such data is publicly available and
set forth in various compilations. In addition, the Committee considered the
available information about the compensation of chief executive officers of
other advertising agencies. The Committee further considered that Mr. Meyer has
been employed by the Company since 1956 and has served as the Chief Executive
Officer since 1971, that despite difficult business conditions in 1998, Mr.
Meyer has helped the Company to build a solid foundation for the Company's
long-term growth. The Committee also considered Mr. Meyer's long-term
contributions in creating value for the Company and its stockholders by
establishing and maintaining many significant client relationships, and by
overseeing the Company's expansion into new disciplines and parts of the world.
Under the 1998 SMIP, as approved by the Company's stockholders,
participants are credited with compensation in an aggregate amount equal to 12%
of the Company's pre-tax operating earnings for each year from 1998 through
2002. Because of Mr. Meyer's senior position and his substantial interest in the
equity of the Company, the Committee awarded Mr. Meyer with respect to 1998 an
amount corresponding to 15% of the aggregate amount credited for 1998 under the
1998 SMIP.
The income laws deny tax deductions to publicly-held corporations for
annual compensation paid to certain executive officers in excess of $1,000,000,
subject to certain exceptions. The Committee believes the Company should take
appropriate steps to be in a position to preserve the tax deductibility of
compensation payments, to the extent such steps are consistent with proving
competitive compensation to its executives and the Company otherwise satisfies
the requirements of the tax law. Thus, to satisfy the requirements of the tax
law, the Committee submitted to, and secured the approval of, the stockholders
at the 1994 annual meeting, the Company's stock compensation and incentive plans
designed to comply with such tax laws. In addition, and for the same purpose, as
discussed below, the Company has entered into arrangements with each of Messrs.
Berenson, Meyer and Novick intended to ensure continued compliance in the
future.
Mark N. Kaplan
SENIOR EXECUTIVE OFFICER POST-EMPLOYMENT COMPENSATION PLAN; PENSION ARRANGEMENTS
The Senior Executive Officer Post-Employment Compensation Plan provides
that certain qualified officers of the Company and its subsidiaries will be
entitled upon retirement at or after the age of 60 to a lifetime supplemental
pension of a maximum of $60,000 per year depending, in part, upon the date of
retirement. Persons who are executive vice presidents of the Company, or more
senior, or are designated senior executive officers of certain of the Company's
subsidiaries, and who have met certain age and length of service requirements,
and have been designated by the Board of Directors of the Company, are
participants under the plan. In addition, a surviving spouse of a recipient of a
pension under the plan is entitled to an annual pension equal to a maximum of
$30,000 depending, in part, upon the date of retirement of the deceased
participant, for the shorter of such spouse's life and 20 years. Each of the
named executives (other than Mr. Shannon) is a participant under the plan. In
addition, the Company has certain understandings whereby certain additional
pension amounts may be paid to Messrs. Berenson and Novick. Furthermore, in
1998, the Company agreed to make certain payments ("pension deposits") to a
rabbi trust established with the United States Trust Company of New York which
would be used to fund a pension obligation to be payable to Mr. Meyer over the
eleven year period following the normal expiration of his current employment
agreement ("pension period").
10
<PAGE> 13
The initial pension deposit, made with respect to 1997, was $1,040,000 and
annual pension deposits of $360,000 are scheduled to be made through 2002
contingent on Mr. Meyer's continued employment. The amount of the pension to be
paid to Mr. Meyer will be dependent on, and be limited to, the funds in the
rabbi trust during the pension period. In addition, upon termination of Mr.
Meyer's employment prior to the commencement of the pension period or upon his
death, any undistributed funds in the rabbi trust would be paid to Mr. Meyer or
his estate, as the case may be, in satisfaction of any future obligations with
respect to this pension.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has an agreement with Mr. Berenson providing for his continued
employment with the Company through December 31, 1999 at an annual salary of
$625,000 per year. Pursuant to an earlier employment arrangement with Mr.
Berenson, the Company agreed to advance him a compensatory loan in an amount not
to exceed $500,000 to facilitate the purchase of a primary residence which would
secure the loan. Such loan was to be repayable five years after it was made or
upon termination of Mr. Berenson's employment with the Company under certain
circumstances (with the Company having agreed to forgive 20% of the original
amount thereof each December 31 on which Mr. Berenson was employed after the
closing of the loan). During 1993, in lieu of making the loan to Mr. Berenson
and forgiving it as contemplated, the Company assisted Mr. Berenson in securing
a loan from a commercial bank by agreeing to amortize up to $100,000 per year
for up to five years of the principal on the mortgage loan Mr. Berenson took
from such bank. The Company's obligation to reimburse the bank is essentially
parallel to the obligation it would have had to Mr. Berenson to forgive the loan
the agreement with him contemplated being made to him and, therefore, it is
considered the equivalent of a loan forgiveness. In addition, in early 1994, the
Company loaned Mr. Berenson $50,000 which is forgivable by the Company assuming
his continued employment through 1998. In 1995, the Company loaned Mr. Berenson
$125,000 which is forgivable by the Company assuming Mr. Berenson's continued
employment through 1999. During 1996, the Company loaned Mr. Berenson $700,000,
$200,000 of which is forgivable by the Company assuming Mr. Berenson's continued
employment through 2003 and $500,000 of which is forgivable by the Company
assuming Mr. Berenson's employment through 2004. In addition, in 1999 the
Company agreed with Mr. Berenson that upon a change in control of the Company
and the involuntary termination of Mr. Berenson's employment or material
diminution of his status resulting in him terminating his employment, he shall
be entitled to continued salary for one year following such event and the
immediate vesting of all of his currently-held theretofore unvested stock
options and allocations under SMIP, and the forgiveness of his outstanding loans
detailed above.
In 1994 the Company agreed to lend to Mr. Novick $600,000 to acquire a new
residence intended to be used, in part, for business entertaining. This loan was
forgivable in three installments of $200,000 at the end of each of 1996, 1997,
and 1998, provided Mr. Novick was then employed by the Company. In early 1999
the Company forgave the then remaining $200,000 on this loan.
The Company has an employment agreement with Mr. Meyer, which provides for
Mr. Meyer's employment with the Company through December 31, 2002. The agreement
also provides for a minimum annual salary of $2,900,000 for Mr. Meyer's services
as Chief Executive Officer. If the Company terminates Mr. Meyer's full-time
employment as Chief Executive Officer without cause (as defined in the
agreement), or if Mr. Meyer effects such termination due to a change of control
of the Company or other good reason specified in the agreement, Mr. Meyer will
receive $3,000,000 in consideration of his employment. The agreement further
provides that the Company will defray premiums on life insurance policies on Mr.
Meyer's life payable to a beneficiary designated by him; the Company paid
$39,578 in premiums in respect of these policies in 1998. The employment
agreement also provides that Mr. Meyer may, for a period subsequent to his
11
<PAGE> 14
termination of full-time employment as Chief Executive Officer, provide the
Company with consulting services for compensation at the rate of $10,000 per
month. If the Company terminates Mr. Meyer's full-time employment as Chief
Executive Officer without cause, or if Mr. Meyer effects such termination due to
a change in control of the Company or for other good reason, Mr. Meyer will
receive a lump sum payment equivalent to his then current aggregate remuneration
multiplied by the greater of the number of years remaining in the term of the
employment agreement and the number three. In such event, Mr. Meyer will also
have an option to sell to the Company each share of the Common Stock and the
Class B Stock which he then owns at the per share market value of the Common
Stock. Mr. Meyer's agreement also provides that, for the ten year period
(subject to reduction or suspension in the event Mr. Meyer becomes disabled or
is in breach of his agreement) following his termination of employment, the
Company will, among other things, provide Mr. Meyer with an office, and related
office staff and facilities, and the continued use of a car and driver. The
Company has also agreed to reimburse Mr. Meyer for certain business expenses
incurred by him for a ten year period following termination of his employment up
to $100,000 per year during the first five years of such period and $50,000 per
year during the remainder of such period, with such amounts being adjusted for
increases in the consumer's price index until the date of termination of his
employment. During such ten year period, Mr. Meyer has also been charged with
the responsibility of overseeing a certain portion of the Company's charitable
contributions and, thus, will see to the contribution to charities of $100,000
per year of the Company's funds during the first five years of the period and of
$50,000 per year during the remainder of the period.
In the context of the agreement extending the term of Mr. Meyer's
employment agreement through the date hereinabove mentioned, the Company and Mr.
Meyer also reached agreement providing for the deferral of certain compensation
otherwise payable to him and the payment of such deferred compensation into a
trust, commonly referred to as a rabbi trust, established with United States
Trust Company of New York. The purpose of the trust arrangement is to enhance
the Company's ability to deduct compensation paid to Mr. Meyer without the
application of Section 162(m) of the Internal Revenue Code ("Section") at such
time as the monies are paid to Mr. Meyer from the trust. The Section, under
certain circumstances, denies a tax deduction to an employer for certain
compensation expenses in excess of $1,000,000 per year paid by a publicly-held
corporation to certain of its executives. For 1998, all of cash compensation
payable to Mr. Meyer in excess of $938,000 was deferred and paid into the trust.
In 1999 and subsequent years, such compensation as shall be timely elected by
Mr. Meyer shall be deferred and paid into the trust provided that no such
election shall cause any compensation paid to Mr. Meyer to be non-deductible by
reason of the Section. Amounts deferred and paid into the trust shall be paid to
Mr. Meyer or to his estate, as the case may be, following the expiration of Mr.
Meyer's employment agreement, or the termination of his employment by reason of
death or disability. For the purpose of the presentation of Mr. Meyer's
compensation in the Summary Compensation Table hereinabove provided, the amounts
deferred and paid into the trust are deemed having been paid to Mr. Meyer.
In 1983, the Company sold and issued $3,025,000 principal amount of its
8 1/2% Convertible Subordinated Debentures, due December 31, 2003, to Mr. Meyer
in consideration of a purchase price of equal amount, of which $25,000 was paid
in cash and the remainder by delivery of Mr. Meyer's long-term 9% full recourse
promissory note in the principal amount of $3,000,000 due December 31, 2004. The
Debentures are convertible at any time into one share of Common Stock and one
share of Class B Stock, at a current conversion price of $118.33, subject to
adjustment upon the occurrence of certain events. During 1992, Mr. Meyer
exercised certain stock options which had been granted to him in 1984, and, in
connection therewith pursuant to the stock option agreement, issued to the
Company his promissory note in the amount of $3,169,690, representing the
exercise price in excess of the par value of the shares issued on exercise,
which
12
<PAGE> 15
amount was paid in cash, and his promissory note in the amount of $2,339,988,
representing the amount of tax required to be withheld in connection with such
option exercise. The promissory notes are each full recourse, mature on December
22, 2001 and bear interest at the rate of 6.06% per year. Mr. Meyer is also
indebted to the Company in the aggregate amount of $762,950 pursuant to
long-term 9%, full recourse promissory notes delivered to the Company in
connection with Mr. Meyer's purchase of shares of Series I, II and III Preferred
Stock (collectively the "Preferred Stock"). The redemption date of Preferred
Stock is fixed at April 7, 2004. The terms of the Preferred Stock also give Mr.
Meyer or his estate, as the case may be, the option to require the Company to
redeem his Preferred Stock for a period of 12 months following his (i) death,
(ii) permanent disability or permanent mental disability, (iii) termination of
full-time employment for good reason or (iv) termination of full-time employment
by the Company without cause.
If Mr. Meyer had been terminated effective December 31, 1998 under
circumstances which would have resulted in payment of the special severance
detailed in the foregoing description of his agreement, the amount then payable
to him would have been $30,907,429. Other than pursuant to the loans described
above in connection with Mr. Meyer's securities, and Mr. Berenson's
arrangements, no executive named above is indebted to the Company for more than
$60,000. Certain key employees of the Company, including the named executives
(other than Mr. Shannon) and certain members of their immediate families
("Beneficiaries"), have entered into the Voting Trust Agreement, as amended in
1987 and 1994, pursuant to which the Beneficiaries have deposited the shares of
Common Stock and Class B Stock owned by them into a voting trust. The
Beneficiaries have also agreed to deposit into the voting trust shares of Common
Stock or Class B Stock hereafter acquired by them. The voting trust was extended
in 1994 and will continue until 2004. Mr. Meyer has been designated the sole
Voting Trustee. Beneficiaries retain the sole authority to receive dividends
and, in general, to dispose of their shares held in the voting trust. The
Company has entered into indemnification agreements with each of the members of
the Board of Directors providing, generally, for the fullest indemnification
permitted by law.
13
<PAGE> 16
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN FOR THE COMPANY, THE SP 500
INDEX AND SIX OTHER PUBLICLY-TRADED ADVERTISING AGENCIES
[Grey Advertising]
<TABLE>
<CAPTION>
GREY ADVERTISING INC PEER GROUP S&P 500 INDEX
-------------------- ---------- -------------
<S> <C> <C> <C>
"1993" 100 100 100
"1994" 82.294 101.321 109.277
"1995" 111.14 139.395 146.883
"1996" 143.567 171.4 189.273
"1997" 187.768 228.585 297.984
"1998" 210.656 293.91 429.399
</TABLE>
The Company's peer group is comprised of The Interpublic Group of
Companies, Inc., Omnicom Group, Inc., True North Communications, Inc., WPP
Group, plc, Cordiant plc for 1993 - 1996, and beginning in 1997 Cordiant
Communications Group and Saatchi & Saatchi plc, the two companies resulting from
the demerger of Cordiant plc in December 1997. The graph assumes the initial
investment of $100 on December 31, 1993 and the reinvestment of dividends
thereafter.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board of Directors of the Company has selected its present auditors,
the firm of Ernst & Young LLP, as independent auditors to examine and report on
the financial statements of the Company for the year ending December 31, 1999. A
representative of Ernst & Young LLP is expected to be present at the meeting to
make such statements as they deem appropriate and to respond to appropriate
stockholder questions. The Board has determined that, although not required, it
would be desirable to request from the stockholders an expression as to whether
they concur in the foregoing selection. The Board recommends that stockholders
vote to ratify such selection. If the holders of a majority of the votes
represented at the meeting do not ratify the selection of Ernst & Young LLP the
selection of independent auditors will be reconsidered by the Board. Abstentions
will have the same effect as a negative vote, while broker non-votes will be
disregarded and have no effect.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
14
<PAGE> 17
STOCKHOLDER PROPOSALS
Any stockholder who wishes to submit a proposal to be presented at the 2000
Annual Meeting of Stockholders must forward such proposal to the Secretary of
the Company, at the address of the Company which is given above, so that it is
received no later than March 27, 2000.
SOLICITATION OF PROXIES
The solicitation of proxies will be conducted primarily by mail. Employees
of the Company, however, may solicit proxies by telephone, other means of
communication or personal contact, but at no additional compensation.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may be
brought before the meeting. If other matters not known come before the meeting,
the persons named in the accompanying form of proxy or their substitutes will
vote such proxy in accordance with their best judgment.
STEVEN G. FELSHER
Secretary
September 22, 1999
15
<PAGE> 18
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GREY ADVERTISING INC.
COMMON STOCK
OCTOBER 12, 1999
(Down Arrow) PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED (Down Arrow)
Please mark your
/X/ votes as in this
example.
PROPOSAL NO. 1. WITHHELD
The election of FOR FROM
Mark N. Kaplan, / / / /
as Director, to hold office until the Annual Meeting to
be held in 2002 or until the election of his successor.
PROPOSAL NO. 2. A proposal to ratify the FOR AGAINST ABSTAIN
selection of Ernst & Young LLP as / / / / / /
independent auditors for the Company
for 1999.
PROPOSAL NO. 3. The transaction of such other business as may properly
come before the meeting and at any and all adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of the
Meeting and Proxy Statement dated September 22, 1999.
Signature(s)______________________ _________________(L.S.) Dated ________, 1999
Note: Stockholder(s) should sign exactly as name appears above.
<PAGE> 19
GREY ADVERTISING INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 12, 1999
The undersigned stockholder(s) of Grey Advertising Inc. ("Company") hereby
appoint(s) Edward H. Meyer and Steven G. Feisher, and each of them, the true and
lawful proxies, agents and attorneys of the undersigned each with full power to
act without the other and with full power of substitution and revocation, to
represent and act for the undersigned, in the name, place and stead of the
undersigned, and to vote all shares of the Company which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Stockholders
to be held at the headquarter offices of the Company's Middle and Eastern
European Operations, Corneliusstrasse 16-24, 40215 Dusselfdorf, Germany on
October 12, 1999 at 11:00 AM, local time, and at any and all adjournments
thereof, on the following matters.
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS HEREIN, BUT WHERE SPECIFICATIONS ARE NOT INDICATED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEE FOR DIRECTOR AND IN FAVOR OF THE
PROPOSAL REFERRED TO IN ITEM 2. IF OTHER MATTERS NOT NOW KNOWN COME BEFORE THE
MEETING THE PERSONS NAMED HEREIN OR THEIR SUBSTITUTES WILL VOTE SUCH SHARES IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
The undersigned hereby ratifies and confirms all that said proxies, agents
and attorneys, or either of them, or their substitutes, lawfully may do at the
meeting and hereby revokes all proxies heretofore given by the undersigned to
vote at said meeting or any and all adjournments thereof.
If only one of said proxies, or his substitute, be present and vote at said
meeting, or at any or all adjournments thereof, such person shall have and may
exercise all powers hereby granted.
(Continued on reverse side)
<PAGE> 20
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GREY ADVERTISING INC.
LIMITED DURATION CLASS B COMMON STOCK
OCTOBER 12, 1999
(Down Arrow) PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED (Down Arrow)
Please mark your
/X/ votes as in this
example.
PROPOSAL NO. 1. WITHHELD
The election of FOR FROM
Mark N. Kaplan, / / / /
as Director, to hold office until the Annual Meeting to
be held in 2002 or until the election of his successor.
PROPOSAL NO. 2. A proposal to ratify the FOR AGAINST ABSTAIN
selection of Ernst & Young LLP as / / / / / /
independent auditors for the Company
for 1999.
PROPOSAL NO. 3. The transaction of such other business as may properly
come before the meeting and at any and all adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of the
Meeting and Proxy Statement dated September 22, 1999.
Signature(s)_______________________ ______________(L.S.) Dated_________, 1999
Note: Stockholder(s) should sign exactly as name appears above.
<PAGE> 21
- -------------------------------------------------------------------------------
GREY ADVERTISING INC.
LIMITED DURATION CLASS B COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 12, 1999
The undersigned stockholder(s) of Grey Advertising Inc. ("Company") hereby
appoint(s) Edward H. Meyer and Steven G. Felsher, and each of them, the true
and lawful proxies, agents and attorneys of the undersigned each with full
power to act without the other and with full power of substitution and
revocation, to represent and act for the undersigned, in the name, place and
stead of the undersigned, and to vote all shares of the Company which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held at the headquarter offices of the Company's
Middle and Eastern European Operations, Corneliusstrasse 16-24, 40215
Dusseldorf, Germany, on October 12, 1999 at 11:00 AM, local time, and at any
and all adjournments thereof, on the following matters.
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS HEREIN, BUT WHERE SPECIFICATIONS ARE NOT INDICATED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEE FOR DIRECTOR AND IN FAVOR OF THE
PROPOSAL REFERRED TO IN ITEM 2. IF OTHER MATTERS NOT NOW KNOWN COME BEFORE THE
MEETING THE PERSONS NAMED HEREIN OR THEIR SUBSTITUTES WILL VOTE SUCH SHARES IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
The undersigned hereby ratifies and confirms all that said proxies, agents
and attorneys, or either of them, or their substitutes, lawfully may do at the
meeting and hereby revokes all proxies heretofore given by the undersigned to
vote at said meeting or any and all adjournments thereof.
If only one of said proxies, or his substitute, be present and vote at
said meeting, or at any or all adjournments thereof, such person shall have and
may exercise all powers hereby granted.
(Continued on reverse side)
