-----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, LMNtIszI4XMY8NbXaLvunxWan75MC/cF1yTe4gmU8Lv2G7SpECKvmMS3XQxY1FJW nAm8bRkqHfrCJo1CzwCEMA== 0000950123-05-002532.txt : 20050302 0000950123-05-002532.hdr.sgml : 20050302 20050302135928 ACCESSION NUMBER: 0000950123-05-002532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050302 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 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: 05653536 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 y06278ke8vk.txt FORM 8-K 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): March 2, 2005 GREY GLOBAL GROUP INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-7898 13-0802840 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer 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 A MATERIAL DEFINITIVE AGREEMENT. On March 2, 2005, Grey Global Group Inc. ("Grey") entered into (a) an amendment (the "Employment Agreement Amendment") to the employment agreement, dated as of September 11, 2004 among Edward H. Meyer, Grey, and WPP Group plc ("WPP") (the "Employment Agreement") and (b) an amendment (the "Trust Amendment") to the Grey Advertising Inc. Deferred Advertising Trust Agreement, dated as of March 22, 1995, between Grey and United States Trust Company of New York, as amended (the "Trust Agreement") (the Trust Amendment, together with the Employment Agreement Amendment, the "Amendments"). The Amendments permit the payments to Mr. Meyer pursuant to the termination of the Trust Agreement at the completion of Grey's pending merger transaction with WPP, which termination is contemplated by the Employment Agreement, to be made in kind rather than in cash. The summary of the Amendments contained in this Item 1.01 is qualified in its entirety by reference to the Employment Agreement Amendment and the Trust Amendment, which are filed herewith as exhibits and are incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 10.1 Amendment, dated as of March 2, 2005, to the Agreement, dated as of September 11, 2004, among Edward H. Meyer, Grey Global Group Inc. and WPP Group plc. 10.2 Third Amendment, dated as of March 2, 2005, to the Grey Advertising Inc. Deferred Compensation Trust Agreement, dated as of March 22, 1995, between Grey Advertising Inc. and United States Trust Company of New York. 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: March 2, 2005 By: /s/ Steven G. Felsher ---------------------- Name: Steven G. Felsher Title: Vice Chairman EXHIBIT INDEX
Exhibit No. Description 10.1 Amendment, dated as of March 2, 2005, to the Agreement, dated as of September 11, 2004, among Edward H. Meyer, Grey Global Group Inc. and WPP Group plc. 10.2 Third Amendment, dated as of March 2, 2005, to the Grey Advertising Inc. Deferred Compensation Trust Agreement, dated as of March 22, 1995, between Grey Advertising Inc. and United States Trust Company of New York.
EX-10.1 2 y06278kexv10w1.txt AMENDED AGREEMENT EXHIBIT 10.1 AMENDMENT ("Amendment") to the Agreement ("Agreement") made as of the 11th day of September, 2004, between Grey Global Group, Inc., a Delaware corporation with principal offices at 777 Third Avenue, New York, New York 10017, United States of America ("Grey"), WPP Group plc, an English public limited company with principal offices at 27 Farm Street, London, W1J 5RJ, England ("Parent"), and Edward H. Meyer, residing at 580 Park Avenue, New York, New York, United States of America ("Executive"). (1) Paragraph 5 of the Agreement is hereby amended and restated in its entirety to read as follows: "5. Deferred Compensation; Supplemental Pension. Simultaneously with the Effective Time, the Executive shall receive a payout, in the manner described below, of his compensation deferred pursuant to the Annex to the Original Agreement (the "Deferred Compensation Agreement") and his supplemental pension described in his Original Agreement (collectively, the deferred compensation and supplemental pension shall be referred to herein as his "Deferred Compensation") (pursuant to which (x) Grey has been required to credit to a bookkeeping account for the benefit of the Executive (the "Pension Account"), as of the beginning of each month, an amount equal to $61,716.67 (less any amounts then required to be withheld by New Grey for Medicare or other taxes unless such amounts are deducted by New Grey from amounts otherwise payable to the Executive, which amounts shall be so deducted by New Grey to the extent available) and (y) at the time, or as soon as practicable after, any such credit has been made to the Pension Account, Grey has been required to transfer an amount equal to the amount of such credits to a sub-account (the "Sub-Account") created under a Trust established by Grey pursuant to the Trust Agreement ("Trust" and "Trust Agreement" shall have the meanings ascribed to such terms in the Amendment and Extension Agreement dated as of March 22, 1995, between Grey and the Executive). For illustrative purposes only, the amount of the payout described in this Section 5 as of June 30, 2004 is set forth in Schedule 3. The parties agree and acknowledge that, from and after the Effective Time, New Grey shall not be required to permit any further deferrals under the Deferred Compensation Agreement nor make any further credits to the Pension Account (subject to the next sentence of this paragraph) and shall not be required to transfer any further amounts to the Sub-Account. The Pension Account and the Sub-Account shall be debited with amounts representing all losses of and distributions from the Trust attributable to such Sub-Account and shall be credited with all earnings of and deposits to the Trust attributable to such Sub-Account. Such payout of Deferred Compensation shall be effected by an amendment to the Trust terminating the Trust as of the Effective Time, providing for a transfer to the Executive, in kind, of all assets in the Trust as of the Effective Time, as soon as practicable thereafter, in satisfaction of all amounts due him as Deferred Compensation as described above, subject to the execution by the Executive (i) at the Effective Time of a Receipt and Release Agreement in the form annexed hereto as Exhibit A releasing HSBC Bank USA, as Trustee of the Trust (the "Trustee"), Grey, Parent and New Grey for acts and transactions related to the Trust and its assets during the period from June 30, 2003 2 until the Effective Time, and (ii) upon the completion of the transfer of assets from the Trust to Executive, of a Receipt and Release Agreement in the form annexed hereto as Exhibit B releasing the Trustee, Grey, Parent and New Grey for the acts and transactions related to the Trust and its assets during the period from the Effective Time until the completion of the transfer of assets from the Trust to Executive. Such amendment will further provide, and it is hereby agreed, that as of the Effective Time and until title to all assets in the Trust have been transferred to the Executive, the Executive shall be deemed the owner of all such assets in the Trust for all purposes, including, but not limited to income tax purposes, and shall be solely responsible for the payment of all applicable income and other taxes imposed on such assets. (2) Except as expressly amended hereby, all of the terms and provisions of the Agreement shall remain unchanged and continue in full force and effect and the parties hereto shall be entitled to all of the applicable benefits thereof and shall be responsible for all of their respective obligations, thereunder. (3) This Amendment may be executed in counterparts. 3 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of this 2nd day of March, 2005. GREY GLOBAL GROUP INC. By: /s/ Steven G. Felsher --------------------------- Name: Steven G. Felsher Title: Vice Chairman /s/ Edward H. Meyer ------------------------------ EDWARD H. MEYER, the Executive WPP GROUP PLC By:/s/ Paul Richardson --------------------------- Name: Paul Richardson Title: Group Finance Director EX-10.2 3 y06278kexv10w2.txt 3RD AMENDMENT TO DEFERRED COMPENSATION TRUST EXHIBIT 10.2 THIRD AMENDMENT TO THE GREY ADVERTISING INC. DEFERRED COMPENSATION TRUST AGREEMENT DATED AS OF MARCH 22, 1995, BETWEEN GREY ADVERTISING INC. AND UNITED STATES TRUST COMPANY OF NEW YORK Dated as of: March 2, 2005 SIMPSON THACHER & BARTLETT LLP WHEREAS, a trust (the "Trust") was created under Agreement dated as of March 22, 1995 (the "Trust Agreement"), between Grey Advertising Inc., now known as Grey Global Group Inc. (the "Company"), and United States Trust Company of New York (the "Trustee") for the benefit of Edward H. Meyer (the "Executive"); and WHEREAS, Section 12 of the Trust Agreement provides that the Trust Agreement may be amended by a written instrument executed by the Company and the Trustee; provided that no amendment that alters or impairs the rights of the Executive thereunder may be made without the prior written consent of the Executive; and WHEREAS, the Company and the Trustee, with the consent of the Executive, amended the Trust Agreement by the First Amendment to the Trust Agreement dated as of February 26, 1996; and WHEREAS, the Company and the Trustee, with the consent of the Executive, amended the Trust Agreement by the Second Amendment to the Trust Agreement dated as of April 30, 1998; and WHEREAS, Sections 10(b) and 11(a) of the Trust Agreement permit the Company, with the consent of the Executive, to remove the Trustee and appoint a successor corporate Trustee, which appointment shall be effective when accepted in writing by the successor Trustee who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets; and WHEREAS, the Company, with the consent of the Executive, removed the Trustee and appointed HSBC Bank USA as successor Trustee (hereinafter referred to as the "Trustee"), and HSBC Bank USA accepted appointment as Trustee by letter dated May 23, 2003; and WHEREAS, the Company and the Trustee wish to amend the Trust Agreement; and WHEREAS, the Executive consents to the amendment of the Trust Agreement as hereinafter provided: NOW, THEREFORE, the Company and the Trustee hereby exercise their power under Section 12 of the Trust Agreement and amend the Trust Agreement as follows: FIRST: The Company and the Trustee hereby delete the last sentence of Section 6 of the Trust Agreement in its entirety, and substitute in lieu thereof the following new sentences: "Except as otherwise provided in the Pension Agreement, the Company shall be solely responsible for the payment of all applicable income and other taxes imposed on the Trust with respect to interest and other earnings on amounts held in the Trust, whether held in the Trust Account or Sub-Account, until the effective time of the merger (the "Merger") of the Company, with and into Abbey Merger Corporation, a Delaware corporation (the "Merger Sub") that is a wholly-owned subsidiary of WPP Group plc, an English public limited company ("WPP"), pursuant to an Agreement and Plan of Merger entered into among the Company, WPP, and Merger Sub as of September 11, 2004, resulting in Merger Sub being the surviving corporation of the Merger and a wholly-owned subsidiary of WPP (the "Effective Time"). Notwithstanding any provision of this Trust Agreement to the contrary, upon and after the Effective Time, the Executive shall be solely responsible for the payment of all applicable income and other taxes imposed on the Trust with respect to interest and other earnings on amounts held in the Trust, whether held in the Trust Account or Sub-Account, as further provided in Section 12(c) hereof." SECOND: The Company and the Trustee hereby delete paragraph (c) of Section 12 the Trust Agreement in its entirety, and substitute in lieu thereof the following new paragraph (c): "Notwithstanding any provision of this Trust Agreement to the contrary, including, without limitation, Section 6 and Section 12(b) hereof, the Trust shall terminate at the Effective Time. At the Effective Time, the Trustee shall pay to the Executive, in kind, the assets in the Trust. The assets in the Trust shall be paid to the Executive as soon as practicable; provided that, as of the Effective Time and until title to all assets have been transferred to the Executive, the Executive shall be deemed the owner of all assets in the Trust for all purposes, including, but not limited to, income tax purposes, and shall be solely responsible for the payment of all applicable income and other taxes imposed on such assets. If, for any reason, the Company or Merger Sub is treated as the owner of any Trust assets for any purpose after the Effective Time, the Executive agrees to fully indemnify and hold the Trust, the Company, Merger Sub, WPP, and the Trustee harmless against all taxes and obligations related thereto and against all actions with respect to Trust assets and obligations related thereto." THIRD: In each and every respect, except as herein modified and except as it is inconsistent with this amendment, the Company and the Trustee hereby restate and confirm the provisions of the Trust Agreement. FOURTH: This amendment may be executed in counterparts. Dated as of: March 2, 2005 GREY GLOBAL GROUP INC., Company By: /s/ Steven G. Felsher ----------------------------- Name: Steven G. Felsher Title: Vice Chairman, Chief Financial Officer, Secretary and Treasurer Witnesses: [Intentionally Omitted] - HSBC BANK USA, Trustee By: /s/ Thomas Gahan ----------------------------- Name: Thomas Gahan Title: Vice President Witnesses: [Intentionally Omitted] Consented and Agreed to as of the date first written above: EDWARD H. MEYER, Executive /s/ Edward H. Meyer --------------------------------- Witnessees: [Intentionally Omitted] -----END PRIVACY-ENHANCED MESSAGE-----