-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IvMoov2BctmTM578pAHknknKUQn7bKc0YaI9TsVltD3/LYOGgwvyz6h6JkiKhf+b ykeneFE5ZuPHnPa65be+iw== 0000950172-94-000065.txt : 19940415 0000950172-94-000065.hdr.sgml : 19940415 ACCESSION NUMBER: 0000950172-94-000065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREY ADVERTISING INC /DE/ CENTRAL INDEX KEY: 0000043952 STANDARD INDUSTRIAL CLASSIFICATION: 7311 IRS NUMBER: 130802840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-06825 FILM NUMBER: 94522732 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREY ADVERTISING INC /DE/ CENTRAL INDEX KEY: 0000043952 STANDARD INDUSTRIAL CLASSIFICATION: 7311 IRS NUMBER: 130802840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462000 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) 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 of Securities) 397838 10 3 397838 20 2 (CUSIP Number) EDWARD H. MEYER, TRUSTEE 777 THIRD AVENUE, NEW YORK, NY 10017 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 21, 1994 (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 Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ( ) Check the following box if a fee is being paid with this statement: ( ) SCHEDULE 13D CUSIP NO: 397838 10 3 397838 20 2 Page 2 of Pages (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 MARCH 21, 1994; VOTING TRUST ESTABLISHED PURSUANT TO THE VOTING TRUST AGREEMENT DATED AS OF DECEMBER 1, 1989. (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 OF ORGANIZATION DELAWARE (7) SOLE VOTING POWER VOTING TRUST ESTABLISHED 1986: 184,218 SHARES OF COMMON STOCK 195,017 SHARES OF CLASS B STOCK VOTING TRUST ESTABLISHED 1989: 1,084 SHARES OF CLASS B STOCK NUMBER OF SHARES BENEFICIALLY OWNED BY EACH (8) SHARED VOTING POWER REPORTING PERSON WITH NONE (9) SOLE DISPOSITIVE POWER NONE (10) SHARED DISPOSITIVE POWER NONE (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON VOTING TRUST ESTABLISHED 1986: 184,218 SHARES OF COMMON STOCK 195,017 SHARES OF CLASS B STOCK VOTING TRUST ESTABLISHED 1989: 1,084 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: 20.4% OF COMMON STOCK 57.6% OF CLASS B STOCK VOTING TRUST ESTABLISHED 1989: 0.3% OF CLASS B STOCK (14) TYPE OF REPORTING PERSON OO SCHEDULE 13D Item 1. Security and Issuer This Amendment No. 5 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 4 to the Statement on Schedule 13D, respectively dated as of October 6, 1987, June 8, 1992, February 3, 1993 and May 24, 1993 and 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. * In compliance with the Securities and Exchange Commission's Regulation S-T, Item 101(a)(2)(ii), this Amendment restates the entire text of the Schedule 13D and all subsequent amendments thereto, to the extent such information remains current. Item 2. Identity and Background (a)-(c) This Amendment is being filed by the 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 (the "1994 Agreement") among the several Beneficiaries thereunder, the Company and Mr. Edward H. Meyer, as Voting Trustee (the "Voting Trustee") (the "Voting Trust"). In addition, this Amendment is being filed by the Voting Trust established pursuant to the Voting Trust Agreement dated as of December 1, 1989 (the "1989 Agreement") among the several Beneficiaries thereunder, the Company and the Voting Trustee (the "1989 Voting Trust"). The Voting Trust and the 1989 Voting Trust are herein collectively referred to as the "Voting Trusts." The 1994 Agreement and the 1989 Agreement are herein collectively referred to as the "Agreements." The address of the Voting Trusts is c/o Mr. Edward H. Meyer, as Trustee, 777 Third Avenue, New York, New York 10017. By virtue of his position as Voting Trustee, Mr. Meyer may be deemed a controlling person of the Voting Trusts and of the Shares deposited pursuant to the Agreements. Mr. Meyer in his individual capacity may also be deemed to be the beneficial owner of securities of the Company other than the Shares referred to herein. Reference is made to the Schedule 13D, and amendments thereto, filed by Mr. Meyer in his individual capacity for a description of such securities. The residence or business address and present principal occupation of Mr. Meyer is as follows: Residence or Name Business Address Principal Occupation Edward H. Meyer 777 Third Avenue Chairman of the New York, NY 10017 Board, Chief Executive Officer and President of the Company (d) During the last five years, Mr. Meyer has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Meyer has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Meyer is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The Shares subject to this Statement were or have been agreed to be deposited into the Voting Trusts by the Beneficiaries (as hereinafter defined) of the Agreements without cash consideration. Item 4. Purpose of Transaction The Voting Trusts were created to help ensure the continuity and stability of the management, policies and client relationships of the Company which are essential to the business and prospects of the Company. Pursuant to the Agreements, certain key employees of the Company, including its executive officers and directors and certain members of their immediate families ("Beneficiaries"), have agreed to deposit all Shares held by them, as well as any Shares thereafter acquired (collectively "Trust Shares"), with the Voting Trustee. In determining how to cast votes with respect to the Trust Shares, the Trustee shall in the exercise of his discretion, in all cases (including any case in which there shall appear to be a conflict between the long- or short-term value of the Company's stock and the interest of the Company in maintaining the continuity and stability of the management, policies and client relationships of the Company) give principal consideration to maintaining the continuity and stability of the management, policies and client relationships of the Company. Each share of Common Stock is entitled to cast one vote per share and each share of Class B Stock, voting together as a class with the Common Stock, is entitled to cast ten votes per share. Shares of Class B Stock are convertible at any time, on a share-for-share basis, into shares of Common Stock, and holders of Class B Stock may sell their shares by converting them into shares of Common Stock. Stockholders of the Company, including the Voting Trustee, who continue to hold their Class B Stock will, as other stockholders convert their Class B Stock in order to sell shares, realize an increase in their relative voting power. In addition, the Trust Shares, when aggregated with the other voting shares of the Company's capital stock as to which Mr. Meyer has or shares voting power, may be anticipated to concentrate the voting power of the Company in Mr. Meyer and could give him effective voting control of the Company. Reference is made to the Schedule 13D, and amendments thereto, filed by Mr. Meyer in his individual capacity for a description of such securities, as well as the special terms and designations of certain of such securities. For a more detailed description of the terms of the Common Stock and the Class B Stock, reference is made to the Company's Proxy Statement dated February 28, 1986, a copy of which is on file with the Securities and Exchange Commission. As of March 31, 1994, the Beneficiaries have deposited 184,218 shares of Common Stock and 195,017 shares of Class B Stock into the Voting Trust, which collectively represents approximately 49.8% of the votes entitled to be cast at a meeting of stockholders of the Company. Including the Shares issuable upon the exercise of the Options and the conversion of the Debentures described below in Item 5, the Voting Trust may be deemed to represent approximately 53.0% of the votes entitled to be cast at a meeting of stockholders of the Company (assuming such additional Shares were outstanding). As of March 31, 1994, the sole remaining Beneficiary of the 1989 Trust has deposited 1,084 shares of Class B Stock into the 1989 Voting Trust, which represents approximately 0.3% of the votes entitled to be cast at a meeting of the stockholders of the Company. Except as otherwise set forth herein, the Voting Trustee has no plans or proposals which relate to or would result in: (a) the acquisition or disposition by the Voting Trusts of additional Shares or other securities of the Company; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Act"); or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)-(c) The aggregate number of Trust Shares held by the Voting Trust as of March 31, 1994 was 184,218 shares of Common Stock (approximately 20.4% of the shares of Common Stock outstanding) and 195,017 shares of Class B Stock (approximately 57.6% of the shares of Class B Stock outstanding).** 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 Act, to own beneficially such Trust Shares. As of March 31, 1994, each of the Beneficiaries set forth in the following table have 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 James Bell 777 Third Avenue New York, NY 10017 Cindy Berenson 7 Farmers Road Kings Point, NY 11024 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 A. W. Deval 777 Third Avenue New York, NY 10017 Daniel Feigin 777 Third Avenue New York, NY 10017 Michael Feigin 777 Third Avenue New York, NY 10017 Peter Feigin 777 Third Avenue New York, NY 10017 Steven G. Felsher 777 Third Avenue New York, NY 10017 ** Based on 902,623 shares of Common Stock and 338,344 shares of Class B Stock outstanding as of March 31, 1994. Name Address 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 Georgene M. Frantz 571 Canoe Hill Road New Canaan, CT 06840 John Alexander Gerster 777 Third Avenue New York, NY 10017 Robert Giacomino 777 Third Avenue New York, NY 10017 Jerome Greenberg 777 Third Avenue New York, NY 10017 Carol Herman 777 Third Avenue New York, NY 10017 Robert L. Humphreys 3435 Wilshire Blvd. Los Angeles, CA 90010 Richard Krain 777 Third Avenue New York, NY 10017 Neil Kreisberg 777 Third Avenue New York, NY 10017 Alan Kupchick 6100 Wilshire Blvd. Los Angeles, CA 90048 Kenneth Levy 777 Third Avenue New York, NY 10017 Louis Maloof 777 Third Avenue New York, NY 10017 Bruce McRitchie 777 Third Avenue New York, NY 10017 James Morrissey 777 Third Avenue New York, NY 10017 Anthony A. Pugliese 777 Third Avenue New York, NY 10017 Robert A. Ravitz 777 Third Avenue New York, NY 10017 Herman Rosen 777 Third Avenue New York, NY 10017 Clifford Rosen 14 Halley Drive Pomona, NY 10970 Corey Rosen 14 Halley Drive Pomona, NY 10970 Robert Skollar 777 Third Avenue New York, NY 10017 C. Jeffrey Stein 777 Third Avenue New York, NY 10017 Miles J. Turpin 777 Third Avenue New York, NY 10017 Milton Weinstock 1572 54th Street Brooklyn, NY 11219 Elliot Weinstock 1572 54th Street Brooklyn, NY 11219 Steven Weinstock 1572 54th Street Brooklyn, NY 11219 George Wiedemann 875 Third Avenue New York, NY 10017 Casimir Wojciechowski 777 Third Avenue New York, NY 10017 Jerry Zaret 777 Third Avenue New York, NY 10017 As of March 31, 1994, each of the Beneficiaries set forth in the following table have 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 Steven W. Dammers 777 Third Avenue New York, NY 10017 Jack Frantz 777 Third Avenue New York, NY 10017 Sandra R. Meyer 580 Park Avenue as Trustee for the New York, NY 10021 benefit of Anthony E. Meyer under Agreement dated August 9, 1965 Sandra R. Meyer 580 Park Avenue as Trustee for the New York, NY 10021 benefit of Margaret A. Meyer under Agreement dated August 9, 1965 777 Third Avenue Jordan Rosuck New York, NY 10017 As of March 31, 1994, (A) Robert Berenson, Barbara Feigin, Clark Montgomery, Stephen Novick, William Overend and Shirley Young, each having the address 777 Third Avenue, New York, NY 10017, have 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 11.6% of the total number of shares of Common Stock, (ii) approximately 32.5% of the total number of shares of Class B Stock and (iii) approximately 28.1% of the total number of votes entitled to be cast at a meeting of stockholders of the Company. In addition, the Beneficiaries have the right to acquire an aggregate of 12,400 shares of Common Stock, at exercise prices between $89.50 and $141.50, and 100 shares of Class B Stock, at an exercise price of $89.50, through the exercise of outstanding options ("Options") within the sixty days following March 1, 1994. Pursuant to the terms of the Agreement, the Beneficiaries have severally agreed that upon exercise, such Shares would be transferred into the Voting Trust and held subject to the Agreement. Mr. Meyer is also the beneficial owner of $3,025,000 principal amount of the Company's 8-1/2% Convertible Subordinated Debentures, due December 10, 1996 ("Debentures"). The Debentures are convertible at any time into one share of Common Stock and one share of Class B Stock for each $118.63 of principal amount (subject to adjustment for certain events). Including the Shares issuable upon the exercise of the Options and the conversion of the Debentures, the Voting Trust may be deemed to beneficially own, pursuant to Rule 13d-3 under the Act, (i) 222,117 shares of Common Stock (approximately 23.6% of the shares of Common Stock outstanding, assuming such additional Shares were outstanding), (ii) 220,616 shares of Class B Stock (approximately 60.6% of the shares of Class B Stock outstanding, assuming such additional Shares were outstanding) and (iii) 2,428,277 votes entitled to be cast at a meeting of stockholders of the Company (approximately 53.0% 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. As of March 31, 1994, the sole Beneficiary of the 1989 Voting Trust, Robert Schoenfein, has Shares in the 1989 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. (d) Any dividends or distributions payable in cash or securities not carrying the right to vote on corporate actions which may be declared on, or with respect to, the Trust Shares and received by the Voting Trustee, shall be promptly paid by the Voting Trustee or his agent to the Beneficiaries in proportion to their respective beneficial interests in the Trust Shares on, or with respect to, which such dividends or distributions have been received by the Voting Trustee. The Voting Trustee may in his absolute discretion from time to time, instead of receiving and distributing dividends pursuant to the Agreements, authorize the payor to pay such dividends declared on the Trust Shares directly to the Beneficiaries, and if the payor of such dividends so agrees, they shall be paid directly to the Beneficiaries in accordance with such authorization. Any dividends or distributions payable in securities carrying the right to vote on corporate actions which may be declared on, or with respect to, the Trust Shares and received by the Voting Trustee shall continue to be held as Trust Shares by the Voting Trustee subject to the terms of the Agreements. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer The Voting Trustee has legal title to the Trust Shares and, except as set forth herein, is entitled to exercise all rights of every kind and nature (other than the right to sell, transfer, encumber, pledge or otherwise dispose of Trust Shares) incident to such title, including the right to vote in person or by proxy, with respect to all the Trust Shares, regarding any corporate action at any time submitted to holders of Trust Shares, or upon which such holders' action is or may be required or deemed advisable. Further, Trust Shares may not be withdrawn by the depositors thereof unless and until they sell such Trust Shares. The Beneficiaries have severally agreed that any Shares or other shares of capital stock of the Company carrying the right to vote on corporate actions of the Company which they shall from time to time acquire (by any means including, without limitation, purchase, gift, devise, inheritance, distribution from any employee benefit plan or otherwise) shall promptly be transferred to the Voting Trustee and held subject to the Agreements. The Beneficiaries have also severally agreed that if the Voting Trustee shall receive securities of any corporation (including the Company) carrying the right to vote on corporate actions of such corporation as dividend on, or as a distribution (by way of stock split, reclassification or otherwise) in respect of, Trust Shares, such stock dividend or distribution shall be subject to, and the Voting Trustee shall retain and hold the shares representing such dividend or distribution as Trust Shares subject to, the Agreements. Under the Agreements, the Beneficiaries of the Voting Trust have severally agreed that the Company shall indemnify and hold harmless the Voting Trustee from and against any and all liabilities, costs, claims, suits and proceedings (including attorneys' fees and any other damages, penalties and settlement amounts) arising in connection with or otherwise relating to the performance of his duties as Voting Trustee of the Voting Trust (except for those liabilities, costs, claims, suits or proceedings arising primarily as a result of his willful misconduct for his personal gain); provided, however, that under the 1994 Agreement, the Company shall be obligated to provide indemnification to (i) a Voting Trustee (other than Mr. Meyer or any successor Voting Trustee appointed by Mr. Meyer) only if the actions taken by the Voting Trustee occurred when the Voting Trustee was an officer or director of the Company and (ii) Mr. Meyer or any successor Voting Trustee appointed by Mr. Meyer only if the actions taken by Mr. Meyer or such successor Voting Trustee occurred either when Mr. Meyer or the successor Voting Trustee was an officer or director of the Company or when Mr. Meyer and/or his immediate family and/or his estate owned in the aggregate more than 5% of the capital stock of the Company. Pursuant to the terms of the Agreements, except for sales and transfers pursuant to the Company's Employee Stock Ownership Plan and Restricted Stock Plan, no Beneficiary may (i) until April 3, 1996, sell, transfer or dispose of all or any portion of the Class B Stock which forms part of the Trust Shares in which he holds a beneficial interest, convert any such shares of Class B Stock into Common Stock or withdraw any such shares of Class B Stock from the Voting Trusts, and (ii) following April 3, 1996 through the term of the Trust (as extended), sell, transfer or dispose of all or any portion of the Trust Shares in which he holds a beneficial interest or withdraw any Trust Shares from the Voting Trusts, during any of the following periods: (a) From the announcement by any person other than the Company of a tender or exchange offer for shares of capital stock of the Company until 30 days following the termination of such offer; (b) From the time when it shall have been publicly disclosed, or the Company shall have learned, that any person or "group" (as defined in Section 13(d)(3) of the Act) (other than certain groups specified in the Agreements) shall have acquired, or proposes to acquire (whether or not any such proposed acquisition is conditioned on any future event), more than 20% (or, under the 1989 Agreement, 15%) of any class of the Company's outstanding capital stock until 30 days following the announcement that such person or "group" no longer owns, or has abandoned its intention to acquire, more than such percentage of such stock; (c) From the time that any new group (other than certain groups specified in the Agreements) shall be formed which beneficially owns or proposes to acquire (whether or not any such proposed acquisition is conditioned on any future event) more than 20% (or, under the 1989 Agreement, 15%) of the beneficial ownership of any class of the Company's capital stock until 30 days following the announcement that such group has been abandoned or no longer owns such percentage of such stock; (d) From (i) the commencement of (I) any contest for the election or removal, or increase or decrease in the number of directors of the Company or (II) any contest concerning the proposed approval by the Company's stockholders of any proposal for the merger, consolidation, other business combination or liquidation of the Company or (III) any contest concerning the approval by the Company's stockholders of any other matter deemed by the Trustee to be material to the continuity and stability of the management, policies and client relationships of the Company (regardless of whether such contest involves an annual or special meeting of stockholders of the Company or the solicitation of consents of such stockholders for use other than at such meeting) until (ii) 30 days following the earlier of (I) the Company stockholder vote with respect thereto and (II) any other termination or abandonment of the contest. The 1994 Agreement further provides that, notwithstanding any other provision of the Agreement, each Beneficiary shall not be restricted, at any time, from accepting an offer from the Company to sell or transfer to the Company all or any portion of the Trust Shares in which he holds a beneficial interest. The Agreements shall continue in force until March 21, 2004, unless extended as allowed by law. The 1994 Agreement provides that Mr. Meyer shall (subject to his right to resign as Trustee) remain in office as Trustee until the earliest of (i) his death, (ii) his permanent disability, (iii) the effectiveness of his appointment of a successor trustee and (iv) the expiration of (x) two years following the termination of his employment as chief executive officer of the Company for cause or (y) six years following the termination of his employment as chief executive officer of the Company for any other reason (the "Two/Six Year Date"). Mr. Meyer may, in his sole discretion, at any time before or after the Two/Six Year Date, designate a person or persons to serve as an additional Trustee or Trustees or to serve as successor Trustee or Trustees upon one or more conditions established by Meyer. Immediately following the Two/Six Year Date, the then chief executive officer of the Company shall automatically, ex officio, become a trustee if not already so serving, and he shall remain as a Trustee (subject to his right to resign as a Trustee) so long as he shall continue in office as the Company's chief executive officer. The 1989 Agreement provides that Mr. Meyer shall (subject to his right to resign as Trustee) remain in office as Trustee until the earliest of (i) his death, (ii) his permanent disability and (iii) the expiration of two years following the termination of his employment as chief executive officer of the Company. Mr. Meyer may, in his sole discretion, at any time before or after the expiration of two years following the termination of his employment as chief executive officer of the Company designate a person or persons to serve as an additional Trustee or Trustees or to serve as successor Trustee or Trustees. Immediately following the expiration of two years following the termination of his employment as chief executive officer of the Company, the then Chief Executive Officer of the Company shall automatically, ex officio, become a trustee if not already so serving, and he shall remain as a Trustee (subject to his right to resign as a Trustee) so long as he shall continue in office as the Company's Chief Executive Officer. Both Agreements provide that, at any time, a majority of the Trustees (or the sole Trustee if there is only one) in office may appoint one or more additional or successor Trustees. In the event of a deadlock, the decision of the Trustee longest in office shall govern. At such time as Mr. Meyer shall cease for any reason to be a Trustee, if he shall not have appointed a successor Trustee, Mark N. Kaplan, provided he is then an officer or director of the Company, shall succeed Mr. Meyer as Trustee. At such time as Mark N. Kaplan shall cease for any reason to be a Trustee or if Mark N. Kaplan for any reason shall not succeed Mr. Meyer as Trustee, (i) the 1994 Agreement provides that the chief executive officer of the Company shall succeed as a Trustee, if Mr. Meyer shall not have appointed a successor Trustee; and (ii) the 1989 Agreement provides that Alan B. Fendrick, provided he is then an officer or director of the Company, shall succeed as a Trustee. If at any time there shall be (i) no Voting Trustee in office and (ii) no other means of designating a successor Voting Trustee, then a single successor Voting Trustee shall be chosen by Beneficiaries holding a majority of beneficial interest in the Trust Shares. Item 7. Material to be Filed as Exhibits Exhibit 1. Voting Trust Agreement, dated as of March 21, 1994, among the several Beneficiaries (as defined therein), Grey Advertising Inc. and Edward H. Meyer, as Voting Trustee. Exhibit 2. Voting Trust Agreement, dated as of December 1, 1989, among the several Beneficiaries (as defined therein), Grey Advertising Inc. and Edward H. Meyer, as Voting Trustee, filed as Exhibit 1 to Grey Advertising Inc.'s Amendment No. 2 to Schedule 13D, dated June 8, 1992, and incorporated herein by reference. 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: ________________, 1994 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 VOTING TRUST established pursuant to the Voting Trust Agreement dated as of December 1, 1989 ___________________________ Edward H. Meyer, as Trustee -----END PRIVACY-ENHANCED MESSAGE-----