-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fNNIiRWXF7ZL6UuKTjdbjN4Hj9U1YJswAtzWRPR9JTgIxOnRrEmRwKlVcoVyd67t 984MupgANA0JRcwL5qr0rA== 0000950123-94-002059.txt : 19941221 0000950123-94-002059.hdr.sgml : 19941221 ACCESSION NUMBER: 0000950123-94-002059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREY ADVERTISING INC /DE/ 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: 94565409 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462000 MAIL ADDRESS: STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 GREY ADVERTISING INC. -- FORM 8-K CURRENT REPORT 1 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 13, 1994 ----------------- GREY ADVERTISING INC. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 0-7898 13-5563596 - ------------------------------------------------------------------------------ (State or Other Jurisdiction of (Commission) (I.R.S. Employer Incorporation) File Number) Identification No.) 777 Third Avenue, New York, New York 10017 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 546-2000 -------------- N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) INDEX TO EXHIBITS APPEARS ON PAGE 4 2 Item 5. Other Events ------------ On December 13, 1994, Grey Advertising Inc. ("Grey") announced that it will be taking a non-cash write-off almost entirely of goodwill associated with past acquisitions. The amount of the write-off is expected to be in the range of $35,000,000 to $40,000,000 (or between $27.00 and $31.00 per share) on an after-tax basis. As a result of the write-off, Grey will record a substantial loss for the year 1994. Grey also announced that the Board of Directors increased the annual dividend payout from $3.25 to $3.50 per share. The increased rate will be effective with the quarterly dividend ($.875 per share) payable on December 29, 1994 to holders of record on December 22, 1994. A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------- The following exhibit is filed herewith: 1. Press release dated December 13, 1994 2 3 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 thereunto duly authorized. Dated: December 16, 1994 GREY ADVERTISING INC. By: /s/ Steven G. Felsher ------------------------ Name: Steven G. Felsher Title: Principal Financial Officer 3 4 Exhibit Index ------------- Sequentially Numbered Exhibit Description Page ------- ----------- ------------- 99.1 Press Release, dated December 13, 1994 5 4 EX-99.1 2 PRESS RELEASE, DATED DECEMBER 13, 1994 1 EXHIBIT 99.1 ------- GREY Contact: Steven Felsher (212) 546-2440 Toni Lee (212) 546-2422 PRESS RELEASE GREY ANNOUNCES NON-CASH, GOODWILL WRITE-OFF New York, December 13, 1994 -- Grey Advertising Inc. (NASDAQ NMS: Grey) today announced that it will be taking a non-cash write-off almost entirely of goodwill associated with past acquisitions. The amount of the write-off is expected to be in the range of $35,000,000 to $40,000,000 (or between $27.00 and $31.00 per share) on an after-tax basis. The company indicated that, as part of the continuing review of the carrying value of its assets, it had determined the write-off would be appropriate. The company emphasized that this is entirely a non-cash charge and the write-off relates almost exclusively to goodwill associated with numerous international acquisitions principally made in the 1980's. 5 2 As a result of the non-cash write-off, Grey will record a substantial loss for the year. Absent the non-cash write- off, Grey expects net income for 1994 to be at or about its 1993 results. For the nine months ended September 30, 1994, Grey reported net income of $11,638,000 or $8.52 per share. Grey also announced that, for the 20th consecutive year, it is increasing its annual dividend. The Board of Directors increased the annual dividend payout from $3.25 to $3.50 per share. The increased rate will be effective with the quarterly dividend ($.875 per share) payable on December 29, 1994 to holders of record on December 22, 1994. Edward H. Meyer, Chairman, President and Chief Executive Officer of Grey, commented, "This charge relates to our experience in coming out of the advertising recession in Europe and other markets. The charge has no impact on our cash resources or our cash flow. On an operating basis, our international operations as a group are strong and are a major contributor to the company's profits." Grey is the eighth largest advertising agency in the world with 231 offices in 106 cities in 52 countries. 6 -----END PRIVACY-ENHANCED MESSAGE-----