SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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, 1999
--------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following: ( )
SCHEDULE 13D
CUSIP No. 397838 10 3
397838 20 2
---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Voting Trust established pursuant to a Voting Trust Agreement dated
as of February 24, 1986, as amended and restated as of August 31, 1987
and March 21, 1994, and as amended as of April 10, 1996.
---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
---------------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------------
(4) SOURCE OF FUNDS
N/A
---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
---------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF Voting Trust established 1986
SHARES -----------------------------
BENEFICIALLY 149,503 shares of Common Stock
OWNED BY 143,233 shares of Class B Stock
EACH --------------------------------------------------
REPORTING (8) SHARED VOTING POWER
PERSON None
WITH --------------------------------------------------
(9) SOLE DISPOSITIVE POWER
None
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Voting Trust established 1986:
-----------------------------
149,503 shares of Common Stock
143,233 shares of Class B Stock
---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Voting Trust established 1986:
-----------------------------
14.8% of Common Stock
61.1% of Class B Stock
---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
00
---------------------------------------------------------------------------
Item 1. SECURITY AND ISSUER
This Amendment No. 11 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 10
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, January 28, 1998 and February 8, 1999,
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, 1999 was 149,503 shares of Common Stock
(approximately 14.8% of the shares of Common Stock outstanding(1)) and
143,233 shares of Class B Stock (approximately 61.1% of the shares of Class
B Stock outstanding) which collectively represents approximately 42.95% of
the votes entitled to be cast at a meeting of stockholders of the
Company.(2)
-------------------
(1) On December 31, 1999, 1,010,020 shares of Common Stock and
234,287 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.
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, 1999, 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
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
Clark Montgomery 777 Third Avenue
New York, NY 10017
Stephen Novick 777 Third Avenue
New York, NY 10017
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
George Wiedemann 875 Third Avenue
New York, NY 10017
Jerry Zaret 777 Third Avenue
New York, NY 10017
As of December 31, 1999, 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
John Alexander Gerster 777 Third Avenue
New York, NY 10017
C. Jeffrey Stein 777 Third Avenue
New York, NY 10017
As of December 31, 1999:
(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 10.2% of the total number of shares of Common Stock, (ii)
approximately 47.0% of the total number of shares of Class B Stock and
(iii) approximately 32.7% 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 36,670 shares of Common Stock and 56,944 shares of
Class B Stock (approximately 3.6% and 24.3%, 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 96,883 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, 1999. 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
$118.33 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) 271,900 shares of Common Stock (approximately 26.92% 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) 168,797 shares of Class B Stock (approximately 72.05% 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) 1,959,870 votes entitled to be cast at a meeting of
stockholders of the Company (approximately 53.22% 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 10, 2000
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 as amended
as of April 10, 1996
/s/ Edward H. Meyer
___________________________
Edward H. Meyer, as Trustee
