-----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, NwjqnbK3xUCCuCdOh1vBkrwTgzBAom/HiJgMQYkdXI9fJfBoC2gL8Sn1j/yJVoAI zmCI3lx2TYQ0r6WqRtJtug== 0000950123-03-011642.txt : 20031023 0000950123-03-011642.hdr.sgml : 20031023 20031023130028 ACCESSION NUMBER: 0000950123-03-011642 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031023 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07898 FILM NUMBER: 03953594 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 8-K 1 y90953e8vk.txt GREY GLOBAL GROUP INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 23, 2003 (October 23, 2003) GREY GLOBAL GROUP INC. (Exact name of Registrant as specified in charter) Delaware 0-7898 3-0802340 (State or Other (Commission File No.) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 777 Third Avenue, New York, New York 10017 (Address of principal executive offices, including zip code) (212) 546-2000 (Registrant's telephone number, including area code) Not applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On October 23, 2003, Grey Global Group Inc. issued a press release announcing the pricing of its convertible subordinated debentures. The press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release, dated October 23, 2003, issued by Grey Global Group Inc. (Signature page follows) 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. GREY GLOBAL GROUP INC. By: /s/ Steven G. Felsher --------------------------------- Name: Steven G. Felsher Title: Vice Chairman Dated: October 23, 2003 3 EXHIBIT INDEX
Designation Description 99.1 Press Release, dated October 23, 2003, issued by Grey Global Group Inc.
4 EX-99.1 3 y90953exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Steven G. Felsher 212-546-2440 Jan Sneed 212-546-2422 GREY GLOBAL GROUP INC. PRICES PRIVATE OFFERING OF CONTINGENT CONVERTIBLE SUBORDINATED DEBENTURES DUE 2033 NEW YORK, N.Y., October 23, 2003 - Grey Global Group Inc. (Nasdaq: GREY) today announced the pricing of $125 million principal amount of its contingent convertible subordinated debentures due 2033 (the "Debentures"). The Company has also granted to the representative of the initial purchasers an option to purchase up to an additional $25 million of the Debentures. The Debentures will pay interest at a rate of 5.0% per annum plus, under certain circumstances beginning in 2013, contingent interest of 0.50% per annum based on the average trading price of the Debentures for a specified period prior to the applicable six-month interest period. The Debentures are convertible into shares of Grey Global Group Inc. common stock at an initial conversion price of $961.20 per share, which represents a 35% premium based on the closing price of $712 per share for the common stock on October 22, 2003, provided that any one of several contingencies are met, including that the Company common stock has traded above $1,153.44 for 20 out of 30 trading days for specified periods of time. The Debentures may not be redeemed by the Company at its option prior to October 15, 2013, but are redeemable at any time thereafter at par, plus accrued and unpaid interest. The Company expects to use the net proceeds from the offering for working capital and other general corporate purposes, which may include, without limitation, possible acquisitions. The Company has no specific agreements or commitments, and is not currently engaged in any negotiations, regarding any material acquisition. This notice does not constitute an offer to sell or the solicitation of an offer to buy securities. The offering was made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The securities offered have not been registered under the Securities Act or any state securities laws, and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release contains forward-looking statements within the meaning of the federal securities laws relating to expectations, plans or prospects for the Company, including those relating to whether or not the Company will consummate the offering and the anticipated use of 5 proceeds of the offering. These statements are based upon the current expectations and beliefs of the Company's management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company's control and the risk factors and other cautionary statements discussed in the Company's filings with the U.S. Securities and Exchange Commission. 6 -----END PRIVACY-ENHANCED MESSAGE-----