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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 25, 2000
GREENSTONE ROBERTS ADVERTISING, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-17468
NEW YORK 11-2250305
(State or other jurisdiction of (IRS Employer identification No.)
Incorporation)
401 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
(516) 249-2121
Registrant's telephone number, including area code
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Item 5. OTHER EVENTS.
Greenstone Roberts Advertising, Inc. (the "Company") signed a letter of intent
dated April 25, 2000 to merge with Kupper Parker Communications, Inc., St.
Louis, Missouri. The transaction is contingent upon executing a definitive
written agreement acceptable to both parties.
Under the proposed terms, all of the shares of the privately held Kupper Parker
stock would be exchanged for 5,074,000 new shares of Greenstone/Roberts, and
300,000 of existing Greenstone/Roberts shares would be repurchased by the
merged entity for cash at $4.50 per share. It is also intended that Bruce D.
Kupper would be Chairman of the Board of Directors of the merged corporation.
Subject to a definitive agreement being reached, the planned target date for
completion is July 31, 2000.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release dated April 27, 2000
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SIGNATURES
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.
Greenstone Roberts Advertising, Inc.
By: /s/ RONALD GREENSTONE
Name: Ronald Greenstone
Title: Chairman and Chief Executive Officer
Dated: April 27, 2000
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Exhibit Index
Exhibit No. Description of Exhibit
99.1 Press Release dated April 27, 2000
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: RONALD GREENSTONE
(631) 249-2121
BRUCE KUPPER
(314) 290-2000
GREENSTONE ROBERTS SIGNS LETTER OF INTENT
TO MERGE WITH KUPPER PARKER
Melville, New York...April 27, 2000 Greenstone/Roberts Advertising Inc.
(OTCBB:GRRI) announced today that it has signed a letter of intent to merge
with Kupper Parker Communications, Inc., St. Louis, Missouri. The transaction
is contingent upon executing a definitive written agreement acceptable to both
parties.
Under the proposed terms, shares of the privately held Kupper Parker stock will
be exchanged for 5,074,000 new shares of Greenstone/Roberts. In addition,
300,000 of existing Greenstone/Roberts shares would be repurchased by the
merged entity for cash at $4.50 per share. It is also intended that Bruce D.
Kupper will be Chairman of the Board of Directors of the merged corporation.
Subject to a definitive agreement being reached, the planned target date for
completion is July 31, 2000. The combined companies will have billings in
excess of $150 million.
Ronald Greenstone, Chairman and CEO of Greenstone/Roberts commented, "We
believe that our twenty-eight year history of building one of Long Island's
leading agencies coupled with the proposed merger with Kupper Parker will bring
the company broad scale national exposure. We are strongly committed to
bringing greater resources to all our clients as well as enhancing value for
our shareholders."
Kupper Parker Communications, Inc., headquartered in St. Louis, Missouri, is a
privately held company with 208 employees, with shares owned directly and
through an Employee Stock Ownership Plan. Kupper Parker is a full-service
marketing communications firm with a diverse client base which has expertise in
advertising and media buying, public relations and investor relations,
strategic council, sales promotion, direct marketing, and Internet design.
Additional offices are in Columbus, Ohio; Louisville, Kentucky; Kansas City,
Missouri; Memphis and Nashville, Tennessee; and New Orleans, Louisiana.
Kupper Parker is a member of the American Association of Advertising Agencies,
the American Marketing Association, the Business and Professional Advertising
Association, the Public Relations Society of America, and the International
Association of Business Communicators. Major clients include Anheuser Busch,
Express Scripts, Missouri Department of Economic Development, and Watlow.
Greenstone/Roberts Advertising, Inc. provides a broad range of clients with
traditional advertising services, as well as specialized marketing
communications that include public relations, market research, sales promotion,
direct mail, web design, and package design. A 20-plus-year member of the
American Association of Advertising Agencies, the company is headquartered in
Melville, New York.
