-----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, JBb0Mdj02vIYKmW1ZYQJcHFRJV0kyhjimdEYWpxqOg+26wFDnCGG7PCTFjV0cvPl bZTNnc3NBc2mGjJ8JCNArA== 0000895345-05-000272.txt : 20050308 0000895345-05-000272.hdr.sgml : 20050308 20050308172214 ACCESSION NUMBER: 0000895345-05-000272 CONFORMED SUBMISSION TYPE: 15-12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 EFFECTIVENESS DATE: 20050308 FILER: 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: 15-12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-07898 FILM NUMBER: 05667478 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 15-12G 1 form15.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934 Commission File Number: 000-7898 -------- Grey Global Group Inc. --------------------------------------------------- (Exact name of registrant as specified in its charter) 777 Third Avenue New York, New York 10017 (212) 546-2000 --------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Common Stock, par value $0.01 per share ("Common") Limited Duration Class B Common Stock, par value $0.01 per share ("Class B") 5% Contingent Convertible Subordinated Debentures due 2033 ("Debentures") - ----------------------------------------------------------------------------- (Title of each class of securities covered by this Form) None --------------------------------------------------------------- (Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) |X| Common/Class B Rule 12h- |_| 3(b)(1)(ii) Rule 12g-4(a)(1)(ii) |_| Rule 12h- |_| 3(b)(2)(i) Rule 12g-4(a)(2)(i) |_| Rule 12h- |_| 3(b)(2)(ii) Rule 12g-4(a)(2)(ii) |_| Rule 15d-6 |X| Debentures Rule 12h-3(b)(1)(i) |X| Common/Class B Approximate number of holders of record as of the certification or notice date: Common Stock, par value $0.01 per share 1 ---- Limited Duration Class B Common Stock, par value $0.01 per share 1 ---- 5% Contingent Convertible Subordinated Debentures due 2033 12 ---- Pursuant to an Agreement and Plan of Merger ("Merger Agreement"), dated as of September 11, 2005, by and among WPP Group plc ("WPP"), Abbey Merger Corporation, a wholly owned subsidiary of WPP ("Abbey"), and Grey Global Group Inc. ("Grey"), on March 7, 2005 Grey was merged with and into Abbey, with Abbey being the surviving corporation in the merger and remaining as a wholly owned subsidiary of WPP. In the merger, each outstanding share of Common and Class B was converted into the right to receive WPP shares or cash consideration in accordance with the Merger Agreement. Following the merger, Abbey changed its name to "Grey Global Group Inc." In connection with the merger, WPP became fully and unconditionally obligated with respect to all of Grey's payment obligations and substantially all of the issuer's other obligations under the Debentures. Abbey expects to avail itself of the exemption provided by Rule 12h-5 under the Securities Exchange Act to the filing requirements of Section 15(d) of that Act to which it may be subject with respect to the year ended December 31, 2004. Pursuant to the requirements of the Securities Exchange Act of 1934, Grey Global Group Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. GREY GLOBAL GROUP INC. DATE: March 8, 2005 By: /s/ Steven G. Felsher -------------------------------- Name: Steven G. Felsher Title: Vice Chairman, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----