-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0qsO72wXjVOnrACa4X3B96j3v3vB5IrjSEKzhlVVTDW/21pBR+bplksIfXYYpQ4 gyepSArVvO3a97VNuPZyrw== 0000895345-04-000652.txt : 20040921 0000895345-04-000652.hdr.sgml : 20040921 20040921171454 ACCESSION NUMBER: 0000895345-04-000652 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040911 FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040921 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WPP GROUP PLC CENTRAL INDEX KEY: 0000806968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-07898 FILM NUMBER: 041039814 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 3 1 pr3-grey_wppgroupex.xml X0202 3 2004-09-11 1 0000043952 GREY GLOBAL GROUP INC GREY 0000806968 WPP GROUP PLC 27 FARM ST WIJ 5RJ LONDON ENGLAND 0 0 1 0 Joint Filer: Abbey Merger Corporation c/o WPP Group USA, Inc. 125 Park Avenue New York, NY 10017 See Exhibit A for Explanation of Responses. WPP Group plc By: /s/ Paul Richardson, Group Finance Director 2004-09-21 Abbey Merger Corporation By: /s/ Paul Richardson, President 2004-09-21 EX-99.1 2 pr3exhibita.txt Exhibit A Explanation of Responses This Initial Statement of Beneficial Ownership on Form 3 is being filed by WPP Group plc, an English public limited company ("WPP") and Abbey Merger Corproation, a wholly owned subsidiary of WPP ("Merger Sub"). WPP, Merger Sub, and Grey Global Group Inc. ("Grey") entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 11, 2004, providing for, among other things, the merger of Grey with and into Merger Sub (the "Merger"). As a result of the Merger, Grey will become a wholly-owned subsidiary of WPP. In connection with the Merger Agreement, on September 11, 2004, WPP and Merger Sub entered into a Voting Agreement (the "Voting Agreement") with Edward H. Meyer, a stockholder and Chairman, President and Chief Executive Officer of Grey with respect to 149,518 shares of common stock, par value $0.01 per share ("Common Stock"), and 135,617 shares of Limited Duration Class B Stock Common Stock, par value $0.01 per share ("Class B Stock"), of Grey that he beneficially owns, and options he holds to acquire 50,000 shares of Common Stock (collectively, all such shares, including shares issued upon exercise of options, the "Grey Subject Shares"). Pursuant to the Voting Agreement, Mr. Meyer has agreed that, during the period from and including September 11, 2004 through and including the earliest to occur of (a) the approval and adoption of the Merger Agreement by the stockholders of Grey and (b) the termination of the Merger Agreement in accordance with its terms (the "Voting Period"), he will vote or execute consents (or cause to be voted or a consent to be executed) with respect to the Grey Subject Shares beneficially owned by him on the applicable record date, at any meeting or in connection with any proposed action by written consent of the stockholders of Grey, with respect to any of the following matters: (1) in favor of the approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement; and (2) against (i) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation of Grey contained in the Merger Agreement or of Mr. Meyer contained in the Voting Agreement, (ii) any action, proposal, transaction or agreement involving Grey that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement, (iii) any Acquisition Proposal (as defined in the Voting Agreement) made prior to the termination of the Merger Agreement (other than by WPP) and (iv) any amendment to Grey's certificate of incorporation or by-laws. As security for the performance of Mr. Meyer's obligations under the Voting Agreement, Mr. Meyer irrevocably appointed WPP and any designee thereof as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute consents during the Voting Period to the extent provided above. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Grey Subject Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose and such beneficial ownership is expressly disclaimed. -----END PRIVACY-ENHANCED MESSAGE-----