-----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, OwxxyhxBkcPsn0CDhf/75zI5D3a4TPAEZGapE6vNg+i4sbLrXOllL13+/KURhM0o ixVarlTBk/Tb/ZywX+DKzQ== 0000950123-03-012525.txt : 20031112 0000950123-03-012525.hdr.sgml : 20031111 20031112141714 ACCESSION NUMBER: 0000950123-03-012525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031111 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031112 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: 03992922 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 y915678ke8vk.txt GREY GLOBAL GROUP INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 11, 2003 (Date of earliest event reported) GREY GLOBAL GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 0-7898 13-0802840 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 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 November 11, 2003, Grey Global Group Inc. issued a press release announcing its operating results for the quarter ending September 30, 2003. A copy of the release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. ITEM 9. REGULATION FD DISCLOSURE; AND ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Exhibit 99.1 attached hereto is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Disclosure of Results of Operations and Financial Condition". 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 thereunto duly authorized. EXHIBIT INDEX 99.1 Press Release of Grey Global Group Inc. dated November 11, 2003. GREY GLOBAL GROUP INC. By: /s/ Steven G. Felsher, Vice Chairman EX-99.1 3 y915678kexv99w1.txt PRESS RELEASE Exhibit 99.1 ------------ FOR IMMEDIATE RELEASE Contact: Jan A. Sneed (212) 546-2422 Steven G.Felsher (212) 546-2440 GREY GLOBAL GROUP REPORTS THIRD QUARTER RESULTS New York, New York - November 11, 2003--Grey Global Group Inc. (NASDAQ: GREY) today reported its results for the third quarter of 2003. Results - ------- The Company reported consolidated pretax profits grew 108.9% for the quarter to $12.5 million and increased 70.3% to $35.8 million for the nine months ended September 30, 2003 when compared to the respective prior periods. Net income was $4.6 million for the third quarter of 2003 and $14.4 million for the first nine months compared with $2.8 million and $8.7 million, respectively, for the corresponding periods in 2002. Currency movements did not have a significant impact on the consolidated net income. Commissions and fees ("revenues") for the third quarter were $324.5 million, an increase of 11.7% ($34.0 million) from the same quarter in 2002. For the nine months ended September 30, 2003, revenues were $942.1 million, an increase of 8.8% ($75.9 million). Of the increase in revenues for the quarter, $22.4 million was attributable to currency movements principally related to the weakening of the dollar against the European currencies. Of the increase for the nine months ended September 30, 2003, $59.7 million was attributable to such exchange rate movements. Revenues in North America were up 3.3% for the quarter and 3.1% for the nine months; on a constant currency basis, revenues for non-North American operations increased by 4.7% for the quarter and approximately 1.0% for the nine months. Basic and diluted earnings per common share for the three months ended September 30, 2003 were $3.57 and $3.28, respectively, and for the nine months ended September 30, 2003 were $10.30 and $9.45, respectively. Company Comment - --------------- Stability and selected signs of growth appear to characterize the North American market. Improvement is less noticeable in Europe, particularly in Northern Europe, where economic weakness persists. After the end of the quarter, the Company issued $150 million of 5% contingent subordinated convertible debentures due 2033. The Company will use the proceeds of the offering for general corporate purposes including acquisitions. GREY/Third Quarter Results - 2003 Page Two * * * * * Grey Global Group ranks among the largest global communications companies in the world. Grey Global Group operates branded independent business units in many communications disciplines including general advertising, public relations/public affairs, direct marketing, internet communications, healthcare marketing, brand strategy and design, and on-line and off-line media services. - -------------------------------------------------------------------------------- (Part of this announcement may contain forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those projected in the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed with the Securities and Exchange Commission, including but not limited to the last section of the Management's Discussion and Analysis entitled "Forward Looking Statements" contained in the Company's Annual Report on Form 10-K and in other filings.) (Chart follows) Grey Global Group Inc. and Consolidated Subsidiary Companies Condensed Consolidated Statements of Operations
For the Three Months Ended September 30 (Note 1) ------------------------------ (in thousands, except share and per share data) 2003 2002 - ------------------------------------------------------------------------------------------ Commissions and fees $ 324,486 $ 290,441 Income of consolidated companies before taxes on income 12,560 6,013 Provision for taxes on income 6,405 3,151 Minority interest applicable to consolidated companies (1,577) (595) Equity in earnings of nonconsolidated affiliated companies 6 488 ----------------------------- Net income $ 4,584 $ 2,755 ============================= Weighted average number of common shares outstanding -- Basic 1,284,261 1,244,686 ============================= -- Diluted 1,408,330 1,377,518 ============================= Earnings per common share (Note 2) -- Basic $ 3.57 $ 1.92 ============================= -- Diluted $ 3.28 $ 1.76 ============================= For the Nine Months Ended September 30 (Note 1) ----------------------------- (in thousands, except share and per share data) 2003 2002 - -------------------------------------------------------------------------------------------- Commissions and fees $ 942,075 $ 866,104 Income of consolidated companies before taxes on income 35,800 21,017 Provision for taxes on income 17,793 10,278 Minority interest applicable to consolidated companies (4,029) (3,246) Equity in earnings of nonconsolidated affiliated companies 421 1,246 ----------------------------- Net income $ 14,399 $ 8,739 ============================= Weighted average number of common shares outstanding -- Basic 1,273,596 1,246,740 ============================= -- Diluted 1,399,596 1,381,952 ============================= Earnings per common share (Note 2) -- Basic $ 10.30 $ 6.38 ============================= -- Diluted $ 9.45 $ 5.84 ============================= 1. Unaudited and subject to year-end adjustments. 2. After giving effect to amounts attributable to redeemable preferred stock and for diluted net income per common share to the (i) assumed exercise of dilutive stock options, (ii) shares issuable pursuant to the Company's Senior Management Incentive Plan and (iii) assumed conversion of the 8 1/2% Convertible Subordinated Debentures.
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