0000895345-05-000242.txt : 20120628
0000895345-05-000242.hdr.sgml : 20120628
20050303171606
ACCESSION NUMBER: 0000895345-05-000242
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050303
DATE AS OF CHANGE: 20050303
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GREY GLOBAL GROUP INC
CENTRAL INDEX KEY: 0000043952
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311]
IRS NUMBER: 130802840
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-19088
FILM NUMBER: 05658773
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2125462000
MAIL ADDRESS:
STREET 1: 777 THIRD AVE
STREET 2: 777 THIRD AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: GREY ADVERTISING INC /DE/
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: WPP GROUP PLC
CENTRAL INDEX KEY: 0000806968
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 27 FARM ST
STREET 2: WIJ 5RJ
CITY: LONDON ENGLAND
BUSINESS PHONE: 011442074082204
MAIL ADDRESS:
STREET 1: 27 FARM ST
STREET 2: WIJ 5RJ
CITY: LONDON ENGLAND
SC 13D/A
1
pr13da.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GREY GLOBAL GROUP INC.
-------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
LIMITED DURATION CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
-------------------------------------------------------------------------------
(Title of Class of Securities)
39787M 108
39787M 207
-------------------------------------------------------------------------------
(CUSIP Number)
PAUL W. G. RICHARDSON
GROUP FINANCE DIRECTOR
WPP GROUP PLC
27 FARM STREET
LONDON WIJ 5RJ
ENGLAND
(011 44) 20 7408 2204
COPY TO:
PHILIP RICHTER, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 2005
-------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box.[ ]
CUSIP NO. 39787M 108 (COMMON STOCK)
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WPP Group plc;
Abbey Merger Corporation
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _
(b) X
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England; Delaware
------------------- ------ ----------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
----------------------------------------------------
-0-
------ ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
161,721 shares
20,000 shares (issuable upon exercise of
exercisable stock options)
------ ----------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
-0-
------ ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
---------- -------- -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
161,721 shares
20,000 shares (issuable upon exercise of exercisable
stock options)
---------- -------- -----------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
---------- -------- -----------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6% (15.0%, including the 20,000 shares issuable
upon exercise of options)
---------- -------- -----------------------------------------------------------
14
TYPE OF REPORTING PERSON
OO (public limited company); CO
---------- -------- -----------------------------------------------------------
CUSIP NO. 39787M 207 (CLASS B STOCK)
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WPP Group plc;
Abbey Merger Corporation
------- -----------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __
(b) X
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England; Delaware
------------------- ------ ----------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
-0-
------ ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
135,617 shares
------ ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
------ ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
---------- -------- -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
135,617 shares
---------- -------- -----------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
---------- -------- -----------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.7%
---------- -------- -----------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO (public limited company); CO
---------- -------- -----------------------------------------------------------
This Amendment No. 3 hereby amends and supplements the statement
on Schedule 13D (the "Original 13D"), dated as of September 21, 2004, filed
by WPP Group plc, an English public limited company ("WPP"), and Abbey
Merger Corporation, a wholly owned subsidiary of WPP ("Merger Sub"), as
amended. This filing relates to shares of Common Stock, par value $0.01 per
share ("Common Stock"), and to shares of Limited Duration Class B Common
Stock, par value $0.01 per share ("Class B Stock") (the Common Stock and
Class B Stock being hereinafter collectively referred to as "Grey Common
Stock"), of Grey Global Group Inc., a Delaware corporation (the "Company"
or "Grey"). Capitalized terms used but not defined in this Amendment shall
have the respective meanings set forth with respect thereto in the Original
13D.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer
----------------------------------------
Item 6 is amended to add the following information:
On February 28, 2005, Grey, Merger Sub and the trustee under the
Indenture, dated as of October 28, 2003 (the "Indenture"), between Grey and
the American Stock Transfer & Trust Company, as trustee, entered into a
first supplemental indenture (the "First Supplemental Indenture") and a
second supplemental indenture (the "Second Supplemental Indenture") to the
Indenture governing Grey's 5% Contingent Convertible Debentures due 2033
(the "Debentures"). Debentures in the aggregate principal amount of
$150,000,000 are currently outstanding.
Pursuant to the First Supplemental Indenture, Merger Sub has
expressly assumed all of Grey's obligations under the Indenture from and
after the completion of the pending WPP/Grey merger transaction (the
"Merger"). The First Supplemental Indenture further provides, among other
things, that, from and after the completion of the Merger, WPP will be a
co-obligor, jointly and severally with Merger Sub, with respect to the
payment of principal and interest on the Debentures and substantially all
of Merger Sub's other obligations under the Indenture.
Pursuant to the Second Supplemental Indenture, from and after
completion of the Merger:
o Each $1,000 principal amount of Debentures will be convertible at
any time into a combination of WPP ADSs and cash reflecting the
mix of share consideration and cash consideration that will be
received by Grey stockholders in the Merger for Grey Common Stock
and Class B Stock for which a share election is made, after
giving effect to proration.
o Each Debenture holder will have the right to require Merger Sub
and WPP (as co-obligor) to repurchase as of each of October 28,
2008, 2010 and 2013 all or a portion of the holder's then
outstanding Debentures at par ($1,000 per debenture) plus the
amount of accrued and unpaid interest.
o The dividend payment threshold that would apply in determining
any adjustment to the conversion rate of the Debentures would be
equal to the amount of total dividends paid per ordinary share of
WPP in respect of the year ended December 31, 2004. The threshold
would increase by 12.5% annually thereafter.
o On February 25, 2005, WPP announced that its Board of
Directors has recommended a final dividend of 5.28p per
ordinary share in respect of the year ended December
31, 2004. WPP previously paid a 2.50p per ordinary
share interim dividend in respect of the year ended
December 31, 2004. As a result, WPP's total dividend
per ordinary share in respect of the for the year ended
December 31, 2004 will be 7.78p.
o Financial reports that WPP files with the SEC will be required to
be provided to the trustee instead of the financial reports of
Grey currently required to be provided.
In addition, on February 28, 2005, Grey, WPP and Merger Sub
entered into the Second Amendment (the "Second Amendment") to the Merger
Agreement in order to reflect the treatment of the Debentures provided for
by the Second Supplemental Indenture.
The summary of the First Supplemental Indenture, the Second
Supplemental Indenture, and the Second Amendment contained in this Item 6
is qualified in its entirety by reference to the First Supplemental
Indenture, the Second Supplemental Indenture, and the Second Amendment,
copies of which are exhibits hereto and are incorporated herein by
reference.
ITEM 7. Material to Be Filed as Exhibits
--------------------------------
Exhibit 8 - Second Amendment, dated as of February 28, 2005,
to the Agreement and Plan of Merger dated as of
September 11, 2004, as amended, among WPP Group
plc, Abbey Merger Corporation and Grey Global
Group Inc. (incorporated by reference to Exhibit
2.1 to the Report on Form 8-K filed by Grey with
the SEC on February 28, 2005 (SEC file number:
000-07898)).
Exhibit 9 - First Supplemental Indenture, dated as of February
28, 2005, to the Indenture, dated as of October
28, 2003, between Grey Global Group Inc. and the
American Stock Transfer & Trust Company, as
trustee (incorporated by reference to Exhibit 4.1
to the Report on Form 8-K filed by Grey with the
SEC on February 28, 2005 (SEC file number:
000-07898)).
Exhibit 10 - Second Supplemental Indenture, dated as of
February 28, 2005, to the Indenture, dated as of
October 28, 2003, between Grey Global Group Inc.
and the American Stock Transfer & Trust Company,
as trustee (incorporated by reference to Exhibit
4.2 to the Report on Form 8-K filed by Grey with
the SEC on February 28, 2005 (SEC file number:
000-07898)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
WPP GROUP PLC
By: /s/ Paul W. G. Richardson
------------------------------------
Name: Paul W. G. Richardson
Title: Group Finance Director
ABBEY MERGER CORPORATION
By: /s/ Paul W. G. Richardson
------------------------------------
Name: Paul W. G. Richardson
Title: Secretary
Dated: March 3, 2005
EXHIBIT INDEX
Exhibit 8 - Second Amendment, dated as of February 28, 2005,
to the Agreement and Plan of Merger dated as of
September 11, 2004, as amended, among WPP Group
plc, Abbey Merger Corporation and Grey Global
Group Inc. (incorporated by reference to Exhibit
2.1 to the Report on Form 8-K filed by Grey with
the SEC on February 28, 2005 (SEC file number:
000-07898)).
Exhibit 9 - First Supplemental Indenture, dated as of February
28, 2005, to the Indenture, dated as of October
28, 2003, between Grey Global Group Inc. and the
American Stock Transfer & Trust Company, as
trustee (incorporated by reference to Exhibit 4.1
to the Report on Form 8-K filed by Grey with the
SEC on February 28, 2005 (SEC file number:
000-07898)).
Exhibit 10 - Second Supplemental Indenture, dated as of
February 28, 2005, to the Indenture, dated as of
October 28, 2003, between Grey Global Group Inc.
and the American Stock Transfer & Trust Company,
as trustee (incorporated by reference to Exhibit
4.2 to the Report on Form 8-K filed by Grey with
the SEC on February 28, 2005 (SEC file number:
000-07898)).