-----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, RenPrv9kMU0TB/uF4c2Lc5PjKvRAKYM1NAuk03tFOK7UkgJiSr7MoGWGIv7j/JUR 23r29/uP0mKm1g7AvFxRng== 0000950123-04-014340.txt : 20041202 0000950123-04-014340.hdr.sgml : 20041202 20041202150236 ACCESSION NUMBER: 0000950123-04-014340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 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: 041180345 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 y69281e8vk.txt GREY GLOBAL GROUP INC. UNITED STATES 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 Date of Report (Date of earliest event reported): December 1, 2004 GREY GLOBAL GROUP INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-7898 13-0802840 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 777 Third Avenue, New York, New York 10017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (212) 546-2000 (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)) ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT. On December 1, 2004, Grey Global Group Inc. ("Grey"), WPP Group plc ("WPP") and Abbey Merger Corporation, a wholly-owned subsidiary of WPP ("Merger Sub") entered into the First Amendment (the "Amendment") to the Agreement and Plan of Merger dated as of September 11, 2004 among Grey, WPP and Merger Sub (the "Merger Agreement"). Pursuant to the Amendment, the termination date for the Merger Agreement has been extended from June 11, 2005 to August 11, 2005 (the "Termination Date"). If the proposed merger involving WPP and Grey has not closed by the Termination Date, subject to certain exceptions, either WPP or Grey may terminate the Merger Agreement. The summary of the Amendment contained in this Item 1.01 is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 2.1 First Amendment, dated as of December 1, 2004, to the Agreement and Plan of Merger dated as of September 11, 2004, among WPP Group plc, Abbey Merger Corporation and Grey Global Group Inc. 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. Date: December 2, 2004 By: /s/ Steven G. Felsher ---------------------- Name: Steven G. Felsher Title: Vice Chairman EXHIBIT INDEX
Exhibit No. Description 2.1 First Amendment, dated as of December 1, 2004, to the Agreement and Plan of Merger dated as of September 11, 2004, among WPP Group plc, Abbey Merger Corporation and Grey Global Group Inc.
EX-2.1 2 y69281exv2w1.txt 1ST AMENDMENT TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT, dated as of December 1, 2004 (this "Amendment"), to the Agreement and Plan of Merger, dated as of September 11, 2004, among WPP Group plc, an English public limited company ("Parent"), Abbey Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Grey Global Group Inc., a Delaware corporation (the "Company"). WHEREAS, Parent, Merger Sub and the Company have entered into the Agreement and Plan of Merger, dated as of September 11, 2004 (the "Merger Agreement"); WHEREAS, Parent, Merger Sub and the Company each desire to enter into this Amendment for the purpose of amending the Merger Agreement; WHEREAS, Section 8.4 of the Merger Agreement permits Parent, Merger Sub and the Company, by action taken or authorized by their respective Boards of Directors, to amend the Merger Agreement by an instrument in writing signed on behalf of each of Parent, Merger Sub and the Company; and WHEREAS, Parent, Merger Sub and the Company each desire to amend the Merger Agreement as provided herein. NOW, THEREFORE, in consideration of the mutual agreements specified in this Amendment, Parent, Merger Sub and the Company agree as follows: 1. Amendment to Section 8.1(c) of the Merger Agreement. Section 8.1(c) of the Merger Agreement is hereby amended by deleting the phrase "nine months" and replacing it with the phrase "eleven months". 2. Representations and Warranties. Each of Parent, Merger Sub and the Company represents and warrants that (a) it has the corporate power and authority to execute and deliver this Amendment, (b) this Amendment has been duly and validly authorized by all necessary action of its board of directors, and (c) this Amendment has been duly and validly executed and delivered and, assuming due authorization and execution by the other parties hereto, constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms. 3. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof). 4. Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 5. No Other Amendments. Except to the extent expressly amended by this Amendment, all terms of the Merger Agreement shall remain in full force and effect without amendment, change or modification. 6. References to Merger Agreement. All references in the Merger Agreement to the "Agreement" shall be deemed to be the Merger Agreement as amended by this Amendment. 7. Defined Terms. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement. [Signature Page Follows] IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. WPP GROUP PLC By: /s/ Paul Richardson --------------------------- Name: Paul Richardson Title: Group Finance Director ABBEY MERGER CORPORATION By: /s/ Paul Richardson --------------------------- Name: Paul Richardson Title:President GREY GLOBAL GROUP INC. By: /s/ Steven G. Felsher --------------------------- Name: Steven G. Felsher Title: Vice Chairman -----END PRIVACY-ENHANCED MESSAGE-----