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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
SEPTEMBER 29, 2000
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Date of report (Date of earliest event reported)
KUPPER PARKER COMMUNICATIONS, INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
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000-24131 112250305
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(Commission File Number) (IRS Employer Identification No.)
8301 MARYLAND AVENUE, ClAYTON, 63105
MISSOURI --------
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(Address of Principal Executive Offices)
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(314) 290-2000
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(Registrant's Telephone Number Including Area Code)
Greenstone Roberts Advertising, Inc.
401 Broadhollow Road
Melville, New York 11747
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(Former Name or Former Address, if Changed Since Last Report)
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KUPPER PARKER COMMUNICATIONS, INCORPORATED
FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As a result of the merger transaction described in Item 2 below, Bruce
Kupper became the record and beneficial owned of 26% of the Registrant's issued
and outstanding shares and he also became the chief executive officer and a
director of the Registrant. As a result, there could be deemed to have occurred
a change in control of the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 29, 2000, Registrant acquired Kupper Parker
Communications, Incorporated, a Missouri corporation ("KPC"), in a merger
transaction for approximately 5,073,950 shares of Registrant's Common Stock
pursuant to an Agreement and Plan of Merger dated August 23, 2000. The purchase
price was determined by arm's length negotiations between the parties. KPC is a
regional advertising and marketing communications firm based in Clayton,
Missouri, a suburb of St. Louis, with branch offices in: Kansas City, Missouri;
New Orleans, Louisiana; Nashville and Memphis, Tennessee; Columbus, Ohio; and
Louisville, Kentucky. Effective with the merger, Registrant changed its name to
Kupper Parker Communications, Incorporated. Registrant presently intends to
continue operating the KPC business. Other than in connection with the merger,
KPC has not had any material relationship with Registrant or any of its
affiliates, any director or officer of Registrant or any associate of any such
director or officer. For more information concerning KPC and the acquisition
transaction, reference is made to the Prospectus/Proxy Statement included in
Registrant's Registration Statement on Form S-4 (File No. 333-44476).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
(i) Financial statements of KPC, together with the related Independent
Auditors' Report, are incorporated herein by reference to the
Registrant's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on September 6, 2000 (File No.
333-44476).
(b) Pro forma financial information.
(i) Unaudited Pro Forma Combined Statement for the year ended October
31, 1999, and the six months ended April 30, 2000 including notes
thereto, are incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on September 6, 2000 (File No. 333-44476).
(ii) Unaudited Pro Forma Condensed Combined Balance Sheet as of April
30, 2000, including notes thereto, are incorporated herein by
reference to the Registrant's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on September 6, 2000 (File
No. 333-44476).
(c) Exhibits.
See Exhibit Index attached hereto and incorporated herein by reference.
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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 hereunto duly authorized.
Date: October 10, 2000 By: /s/ John J. Rezich
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John J. Rezich
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
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2 Agreement and Plan of Merger dated as of August 23, 2000,
between Registrant and KPC (incorporated herein by
reference to Annex A to the Prospectus/Proxy Statement on
the Registrant's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on September 6,
2000 (File No. 333-44476)).
23 Consent of Arthur Andersen LLP
99 Registrant's Press Release issued September , 2000.
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