-----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, WedentGxJUz5NG5c3yxrdkLzcmBqkHSPhquZxx9TKVSg8Zf1Ax7uitcmR8RX4iTS /D76IbSL/qlLx4vYH2Kagg== 0000950123-96-001415.txt : 19960401 0000950123-96-001415.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950123-96-001415 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 SROS: NONE 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: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-07898 FILM NUMBER: 96540750 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 10-K405 1 FORM 10-K ANNUAL REPORT / GREY ADVERTISING 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K / X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1995 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-7898 GREY ADVERTISING INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 13-0802840 - ------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 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 ------------ Securities registered pursuant to Section 12(b) of the Act: Title of each Class Name of each exchange on which registered - ------------------- ----------------------------------------- None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1 per share ------------------------------------ (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to the filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes X No ----- ----- 2 The aggregate market value of the voting stock held by non-affiliates of the registrant was $159,812,962 as at March 1, 1996. The registrant had 884,292 shares of its Common Stock, par value $1 per share, and 305,120 shares of its Limited Duration Class B Common Stock, par value $1 per share, outstanding as at March 1, 1996. DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual proxy statement to be furnished in connection with the registrant's 1996 annual meeting of stockholders are incorporated by reference into Part III. 3 PART I. ITEM 1. BUSINESS. The Registrant ("Grey") and its subsidiaries (collectively with Grey, the "Company") have been engaged in the planning, creation, supervision and placing of advertising since the Company's formation in 1917. Grey was incorporated in New York in 1925 and changed its state of incorporation to Delaware in 1974. The Company's principal business activity consists of providing a full range of advertising services to its clients. Typically, this involves developing an advertising and/or marketing plan after study of a client's business, the distribution or utilization of the client's products or services and the use of various media (e.g., television, radio, newspapers, magazines, direct mail, outdoor billboards and the Internet) by which desired market performance can best be achieved. The Company then creates advertising, prepares media recommendations and places advertising in the media. The Company's business also involves it in allied areas such as marketing consultation, audio-visual production, cooperative advertising programs, direct marketing, interactive consulting and production, media research and buying, research, product publicity, public affairs, public relations and sales promotion. 3 4 The Company is not engaged in more than one industry segment, and no separate class of similar services contributed 10% or more of the Company's gross income or net income during 1995, 1994 or 1993. The Company serves a diversified client roster in the apparel, automobile, beverage, chemical, communications, community service, computer, corporate, electrical appliance, entertainment, food product, home furnishing, houseware, office product, packaged goods, publishing, restaurant, retailing, toy, travel and other sectors. Advertising is a highly competitive business in which agencies of all sizes and other providers of creative or media services strive to attract new clients or additional assignments from existing clients. Competition for new business, however, is restricted from time to time because large agencies (such as the Company) often are precluded from providing advertising services for products or services that may be viewed as being competitive with those of an existing client. Generally, since advertising agencies charge clients substantially equivalent rates for their services, competitive efforts principally focus on the skills of the competing agencies. Published reports indicate that there are over 500 advertising agencies of all sizes in the United States. According to a report published in 1995 (Adweek, a trade publication), the Company was the 8th largest United States advertising agency in terms of domestic gross income. 4 5 Approximately 58% of Grey's present domestic advertising clients, representing a majority of the Company's 1995 domestic gross income, have been with the Company since 1991. The agreements between the Company and most of its clients are generally terminable by either the Company or the client on 90 days' notice as is the custom in the industry. Clients may also modify advertising budgets at any time and for any reason, and because the agency's compensation for many clients is determined on the basis of commission rates, shifts in advertising budgets may result in increased or reduced levels of revenue for the Company. During 1995, one client (The Procter & Gamble Company), which has been a client of the Company for forty years, represented more than 10% of the Company's consolidated income from commissions and fees. The loss of this client would be expected to have an adverse effect on the results of the Company. No other client represented more than 5% of the Company's total consolidated income from commissions and fees. The loss of any single client in past years has not had a long-term negative impact upon the Company's financial condition or its competitive position. On December 31, 1995, the Company and its nonconsolidated affiliated companies employed approximately 6,000 persons, of whom eight are executive officers of Grey. As is generally the case in the advertising industry, the Company's business traditionally has been seasonal, with greater revenues generated in the second and fourth quarters of each year. This reflects, in large degree, the media placement patterns of the Company's clients. 5 6 Advertising programs created by the Company and its nonconsolidated affiliated companies are placed principally in media distributed within the United States and overseas through its offices in the United States and 58 foreign countries. While the Company operates on a worldwide basis, for the purpose of presenting certain financial information in accordance with Securities and Exchange Commission rules, its operations are deemed to be conducted in three geographic areas. Commissions and fees, and operating profit by each such geographic area for the years ended December 31, 1995, 1994 and 1993, and related identifiable assets at December 31 of each of the years, are summarized in Note N of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. While the Company has no reason to believe that its foreign operations as a whole are presently jeopardized in any material respect, there are certain risks of operating which do not affect domestic operations but which may affect the Company's foreign operations from time to time. Such risks include the possibility of limitations on repatriation of capital or dividends, political instability, currency devaluation and restrictions on the percentage of permitted foreign ownership. 6 7 Executive Officers of the Registrant as of March 1, 1996
Year First became Execu- Executive Officers (a) Position Age tive Officer - ---------------------- -------- --- ------------ Robert L. Berenson President - Grey, N.Y. 56 1978 Barbara S. Feigin Exec. Vice President 58 1983 Steven G. Felsher Exec. Vice President Finance - Worldwide, Secretary & Treasurer 46 1989 William P. Garvey Exec. Vice President, Chief Financial Officer - United States 58 1970 John A. Gerster Exec. Vice President 48 1983 Edward H. Meyer Chairman of the Board, President & Chief Executive Officer 69 1959 Stephen A. Novick Exec. Vice President 55 1984 O. John C. Shannon President - Grey Int'l. 59 1993
(a) All executive officers are elected annually by the Board of Directors of Grey. Each executive officer has been with Grey for a period greater than five years. There exists no family relationship between any of Grey's directors or executive officers and any other director or executive officer or person nominated or chosen to become a director or executive officer. 7 8 ITEM 2. PROPERTIES. Substantially all offices of the Company are located in leased premises. The Company's principal office is at 777 Third Avenue, New York, New York, where it occupies approximately 357,000 square feet of space. The main lease covering the bulk of this space expires at the end of 1999. The Company also has significant leases covering other offices in New York, Los Angeles, Amsterdam, Brussels, Copenhagen, Dusseldorf, Hong Kong, London, Madrid, Melbourne, Milan, Paris, Stockholm and Toronto. The Company considers all space leased by it to be adequate for the operation of its business and does not foresee any significant difficulty in meeting its space requirements. ITEM 3. LEGAL PROCEEDINGS. The Company is not involved in any material pending legal proceedings other than ordinary routine litigation incidental to the business of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On October 10, 1995, Grey conducted its 1995 Annual Meeting of Stockholders ("Meeting"). At the Meeting, Grey's stockholders approved a proposal ("Class B Proposal") to amend Grey's Restated Certificate of Incorporation and a proposal ("Director Proposal") to elect O. John C. Shannon as director for a three-year term. 8 9 The Class B Proposal requested that the stockholders approve an amendment to extend the date for the automatic conversion of Grey's Limited Duration Class B common stock, par value $1 per share ("Class B Common Stock"). The Class B Proposal was voted on by the holders of Grey's common stock, par value $1 per share ("Common Stock"), the Class B Common Stock, and the various classes of Grey's Preferred Stock. The votes cast by the holders of outstanding shares of Common Stock, Class B Common Stock and Preferred Stock with respect to the Class B Proposal are set forth below.
FOR AGAINST ABSTAINED --- ------- --------- Common Stock 462,010 219,882 1,183 Class B Common Stock 2,809,040 16,050 3,870 Preferred Stock 330,000 -0- -0-
At the Meeting, the Director Proposal was passed by the following vote:
FOR WITHHELD --- -------- Common Stock 687,301 5,038 Class B Common Stock 2,847,240 3,180 Preferred Stock 330,000 -0-
9 10 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The Common Stock is traded on The Nasdaq Stock Market's National Market and listed on the Nasdaq Stock Market under the symbol GREY. As of March 1, 1996, there were 493 holders of record of the Common Stock and 285 holders of record of the Limited Duration Class B Common Stock. The following table sets forth certain information about dividends paid, and the bid prices on the Nasdaq Stock Market during the periods indicated with respect to the Common Stock:
BID PRICES* DOLLARS PER SHARE DIVIDENDS HIGH LOW PER SHARE ---- --- --------- 1994 First Quarter 196 178 .8125 Second Quarter 195 182 .8125 Third Quarter 190 159 .8125 Fourth Quarter 165 144 .875 1995 First Quarter 178 145 .875 Second Quarter 188 160 .875 Third Quarter 205 183 .875 Fourth Quarter 196 182 .9375
* Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. 10 11 ITEM 6. SELECTED FINANCIAL DATA.
1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- Commissions and fees ........ $688,219,000 $ 593,317,000 $567,243,000 $564,468,000 $528,299,000 Expenses .................... 637,979,000 552,022,000 526,455,000 522,510,000 490,570,000 Restructuring charges (a) ... 23,850,000 Goodwill write-off (b)....... 39,944,000 Income of consolidated companies before taxes on income ................. 54,327,000 1,610,000 42,705,000 42,588,000 13,277,000 Provision for taxes on income .................... 26,966,000 21,621,000 22,487,000 19,975,000 5,057,000 Net income (loss) ........... 23,438,000 (21,378,000) 17,681,000 15,904,000 3,807,000 Net income (loss) per common share (c) Primary ................... 16.79 (17.51) 13.46 12.68 3.09 Fully diluted ............. 16.16 N/A 13.00 12.25 3.08 Weighted average number of common shares out- standing Primary ................... 1,295,182 1,285,605 1,263,900 1,205,241 1,196,908 Fully diluted ............. 1,353,849 1,336,829 1,319,349 1,258,799 1,248,815 Working capital ............. 6,557,000 33,735,000 25,001,000 12,588,000 8,364,000 Total assets ................ 955,137,000 830,076,000 820,633,000 752,364,000 735,831,000 Long-term debt .............. 30,000,000 33,025,000 33,025,000 3,025,000 3,025,000 Redeemable preferred stock at redemption value ..................... 8,986,000 7,516,000 6,590,000 6,468,000 6,053,000 Common stockholders' equity .................... 127,663,000 108,705,000 129,077,000 118,741,000 105,153,000 Cash dividend per share of Common Stock and Limited Duration Class B Common Stock .............. 3.5625 3.3125 3.1375 3.025 2.93
(a) In 1991, the Company recognized restructuring charges primarily related to the absorption of the Company's subsidiary, Levine Huntley Vick & Beaver, Inc. (b) In 1994, the Company recorded a charge of $39,944,000 on both a pre-tax and after-tax basis, for a non-cash write-off which related almost exclusively to write-offs of goodwill. (c) Gives effects to amounts attributable to (i) redeemable preferred stock, (ii) the assumed exercise of dilutive stock options, (iii) shares issuable pursuant to the Company's Senior Management Incentive Plan and (iv) for fully diluted net income per common share, the assumed conversion of 8 1/2% Convertible Subordinated Debentures issued December 1983. 11 12 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS Income from commissions and fees ("gross income") increased 16.0% in 1995 and 4.6% in 1994 as compared to the respective prior years. Absent exchange rate fluctuations, gross income increased 11.4% in 1995 and 6.0% in 1994 as compared to the respective prior years. In 1995, 1994 and 1993, respectively, 44.1%, 46.8% and 47.2% of consolidated gross income was attributable to domestic operations and 55.9%, 53.2% and 52.8%, respectively, to international operations. In 1995, gross income from domestic operations increased 9.5% versus 1994 and was up 3.5% in 1994 versus 1993. Gross income from international operations increased 21.7% (13.1% absent exchange rate fluctuations) in 1995 when compared to 1994 and increased 5.6% (7.7% absent exchange rate fluctuations) in 1994 when compared to 1993. The increases in gross income in both years primarily resulted from expanded activities from existing clients and the continued growth of the Company's general agency and specialized operations. The increase in gross income from international operations is indicative of the continued development of the Company's worldwide business. In addition, the Company benefited from the continuing strong economic conditions in Europe, that carryover from 1994. Salaries and employee-related expenses increased 16.8% in 1995 and 6.2% in 1994 as compared to the respective prior years. Office and general expenses increased 13.1% in 1995 and 3.3% in 1994 versus respective prior years. The increases in expenses are generally in line with the increases in gross income in such years. 12 13 In 1994, the Company wrote-off $39,944,000 of goodwill. The non-cash write-off related almost exclusively to international acquisitions made by the Company principally in the 1980's. The carrying value of the Company's goodwill prior to the write-off was approximately $84,000,000 and the write-off was associated with 34 of the almost 100 investments for which the Company had unamortized goodwill. The portion of the write-off relating to advertising agencies was approximately $31,295,000 and $8,649,000 related to public relations agencies. A significant portion of the write-off related to operations in the United Kingdom. The widely recognized international recession seriously affected the advertising industry, particularly in Western Europe, where the Company has its largest and most developed international operations. As the recession abated in the latter part of 1994, the Company was able to assess more clearly the long-term prospects of the affected operations. At that point, it became clear that the goodwill associated with a number of the agencies had become permanently impaired. In substantially all of the 34 operations for which there were goodwill write-offs, the loss of key clients and/or key personnel specific to those operations were significant factors leading to management's determination that goodwill was impaired. A material portion of the goodwill write-offs related to ten agencies acquired in the United Kingdom as part of a strategy to develop the Company's representation outside of the London market in the general advertising category and in certain specialized disciplines (such as retail advertising, promotional services and public relations). While future client losses and management changes could affect the Company's operations in the United Kingdom, the Company has consolidated a number of operations, which lessens the 13 14 likelihood of a negative impact from any instance of client or management turnover. The unimpaired goodwill balances associated with the United Kingdom operations represented less than 10% of the Company's consolidated unamortized goodwill as of December 31, 1994. Several of the operations where permanent impairment of goodwill was identified continue to operate as ongoing businesses. While the Company has no intention of closing any office or terminating employees in these operations other than in the normal course of business, the Company has and will continue to take prudent and reasonable actions, which may include expense reductions, consolidation of offices and perhaps making selected acquisitions to supplement those operations, as may be necessary to have such operations contribute to the Company's profitable activities. In 1993, the Company wrote-off $1,939,000 of goodwill in excess of normal amortization schedules. There were no goodwill write-offs in 1995 in excess of normal amortization schedules. The Company will continue to assess the carrying value of its goodwill by analyzing indicators of impairment, and will recognize additional permanent impairments, if any, as they arise in accordance with current policy. Inflation did not have a material effect on revenue or expenses in 1995, 1994 or 1993. The effective tax rate was 49.6% in 1995, 1,342.9% in 1994 (52.0% not including the goodwill write-off) and 52.7% in 1993. The decrease in the effective tax rate in 1995 as 14 15 compared to 1994 is due, in part, to the reduction of goodwill amortization and write-off (which are not deductible for tax purposes) and other factors. Minority interest increased $3,233,000 in 1995 and decreased $1,468,000 in 1994 as compared to the respective prior years. The changes in 1995 and in 1994 were primarily due to changes in the level of profits of majority-owned companies. Equity in earnings of nonconsolidated companies increased $677,000 in 1995 and decreased $298,000 in 1994 as compared to the respective prior years. These changes are due primarily to changes in the level of profits attributable to the nonconsolidated companies. The Company reported net income of $23,438,000 for 1995 as compared to a net loss of $21,378,000 in 1994. Absent the goodwill write-off, net income for 1994 would have been $18,566,000. Net income for 1995 was up 26.2% over 1994's results absent the goodwill write-off. Net income for 1994, absent the goodwill write-off, increased 5.0% over 1993. For 1995, primary earnings per common share was up 24.4% versus 1994, absent the goodwill write-off. Primary earnings per common share for 1994 not including the write-off increased 0.3% over 1993. For purposes of computing primary net income (loss) per common share, the Company's net income (loss) was adjusted by (i) dividends paid on the Company's Preferred Stock and (ii) by the change in redemption value of the Company's Preferred Stock. The Company's results may be affected by currency exchange rate fluctuations given the Company's extensive non-United States operations. Generally, the foreign currency 15 16 exchange risk is limited to net income because the Company's revenues and expenses, by country, are almost exclusively denominated in the local currency of each respective operation with both revenue and expense items matched. Occasionally, the Company enters into foreign currency contracts for known cash flows related to repatriation of earnings from its international subsidiaries. The term of each such foreign currency contract entered into in 1995 was for less than three months. At December 31, 1995, there were no foreign currency contract transactions open. In addition, the Company had no derivative contracts outstanding at December 31, 1995, and did not enter into any derivative contracts during 1995. LIQUIDITY AND CAPITAL RESOURCES The Company continues to maintain a high level of liquidity, as it continued to have high levels of cash and investments in highly liquid marketable securities, a significant majority of which are United States government securities. Cash and cash equivalents were $134,313,000 and $170,077,000 at December 31, 1995 and 1994, respectively, and the Company's investment in marketable securities was $68,671,000 and $25,433,000 at December 31, 1995 and 1994, respectively. The continued high level of liquidity reflects the Company's ongoing focus on the cash management process. Working capital decreased by $27,178,000 from $33,735,000 at December 31, 1994 to $6,557,000 at December 31, 1995. The decrease in working capital is largely attributable to the increase in the portion of marketable securities which are classified as non-current assets due to their stated maturity dates and the repurchase of approximately 77,000 shares of the Company's stock during 1995. 16 17 Domestically, the Company maintains committed bank lines of credit totaling $40,000,000. These lines of credit were partially utilized during both 1995 and 1994 to secure obligations of selected foreign subsidiaries in the amount of $15,000,000 at each year end. Other lines of credit are available to the Company in foreign countries in connection with short-term borrowings and bank overdrafts used in the normal course of business. Amounts outstanding under such facilities at December 31, 1995 and 1994 were $56,336,000 and $49,460,000, respectively. Historically, funds from operations and short-term bank borrowings have been sufficient to meet the Company's dividend, capital expenditure and working capital needs. The Company expects that such sources will be sufficient to meet its short-term cash requirements in the future. While the Company has not utilized long-term borrowing to fund its operating needs, in 1993, it took advantage of favorable terms offered, and borrowed $30,000,000, at a fixed interest rate of 7.68%. The principal is repayable in equal installments in January 1998, 1999 and 2000. Additionally, during 1995 the Company borrowed against the cash value of life insurance policies it owns on the Chairman and Chief Executive Officer at a fixed rate of 8.75%. The amount borrowed against the cash value at December 31, 1995 was $13,024,000. The Company does not anticipate any material increased requirement for capital or other expenditures which will adversely affect its liquidity. The Company's business generally has been seasonal with greater gross income earned in the second and fourth quarters, particularly the fourth quarter. As a result, cash, 17 18 accounts receivable, accounts payable and accrued expenses are typically higher on the Company's year-end balance sheet than at the end of any of the preceding three quarters. FASB STATEMENT 121 The Financial Accounting Standards Board has issued Statement No. 121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. The Company will adopt the new statement in the first quarter of 1996. The adoption of the new statement will not have a material impact on the Company's financial statements. FASB STATEMENT 123 The Financial Accounting Standards Board has issued Statement No. 123, Accounting for Stock-Based Compensation. The Company will adopt the new statement in 1996. The Company will continue to account for stock-based compensation by applying APB Opinion No. 25, Accounting for Stock Issued to Employees, and will provide required footnote disclosures as appropriate. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The information required by this Item is presented in this report beginning on Page F-1. 18 19 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 19 20 PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information with respect to the directors of the Company is incorporated herein by reference to the Company's proxy statement ("Proxy Statement") to be sent to its stockholders in connection with its 1996 Annual Meeting, under the caption "Election of Directors". Information with respect to the Company's executive officers is set forth in Part I of this report. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item is incorporated herein by reference to the Proxy Statement and will be included under the caption "Management Remuneration and Other Transactions". ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information required by this Item is incorporated herein by reference to the Proxy Statement and will be included under the captions "Election of Directors" and "Voting Securities". 20 21 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required by this Item is incorporated herein by reference to the Proxy Statement and will be included under the captions "Election of Directors" and "Voting Securities". PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) (1) (2) The information required by this subsection of this Item is presented in the index to Financial Statements on Page F-1. (3) The information required by this subsection of this Item is provided in the Index of Exhibits at Page E-1 of this report. Such index provides a listing of exhibits filed with this report and those incorporated herein by reference. (b) Reports on Form 8-K: The Company filed a report on Form 8-K, dated October 10, 1995, in which the Company disclosed that the Company's stockholders voted to extend to April 3, 2006 the date on which all outstanding shares of Limited Duration Class B Common Stock will automatically convert into shares of Common Stock. 21 22 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREY ADVERTISING INC. By: /s/ Edward H. Meyer -------------------- Edward H. Meyer, Chairman, Chief Executive Officer & President Dated: March 29, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the date indicated. /s/ Mark N. Kaplan Dated: March 29, 1996 - ------------------------------- Mark N. Kaplan, Director /s/ Edward H. Meyer Dated: March 29, 1996 - ------------------------------- Edward H. Meyer, Director; Principal Executive Officer /s/ O. John C. Shannon Dated: March 29, 1996 - ------------------------------- O. John C. Shannon, Director; President - Grey International /s/ Richard R. Shinn Dated: March 29, 1996 - ------------------------------- Richard R. Shinn, Director /s/ Steven G. Felsher Dated: March 29, 1996 - ------------------------------- Steven G. Felsher, Principal Financial Officer /s/ William P. Garvey Dated: March 29, 1996 - ------------------------------- William P. Garvey, Principal Accounting Officer 22 23 Annual Report on Form 10-K Item 8, Item 14(a)(1) and (2) and Item 14(d) Financial Statements and Supplementary Data List of Financial Statements Year ended December 31, 1995 GREY ADVERTISING INC. New York, New York 24 Form 10-K-Item 8, Item 14(a)(1) and (2) Grey Advertising Inc. and Consolidated Subsidiary Companies Index to Financial Statements The following consolidated financial statements of Grey Advertising Inc. and consolidated subsidiary companies are included in Item 8: Report of Independent Auditors......................................... F-2 Consolidated Balance Sheets--December 31, 1995 and 1994................ F-3 Consolidated Statements of Operations--Years Ended December 31, 1995, 1994 and 1993..................................... F-5 Consolidated Statements of Common Stockholders' Equity-- Years Ended December 31, 1995, 1994 and 1993......................... F-6 Consolidated Statements of Cash Flows-- Years Ended December 31, 1995, 1994 and 1993......................... F-8 Notes to Consolidated Financial Statements-- December 31, 1995.................................................... F-10
All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. Summarized financial information and financial statements for nonconsolidated foreign investee companies accounted for by the equity method have been omitted because such companies, considered individually or in the aggregate, do not constitute a significant subsidiary. F-1 25 Report of Independent Auditors Board of Directors Grey Advertising Inc. We have audited the accompanying consolidated balance sheets of Grey Advertising Inc. and consolidated subsidiary companies as of December 31, 1995 and 1994, and the related consolidated statements of operations, common stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Grey Advertising Inc. and consolidated subsidiary companies at December 31, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. ERNST & YOUNG LLP New York, New York February 7, 1996 F-2 26 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31 1995 1994 ------------------------------- ASSETS Current assets: Cash and cash equivalents $134,313,000 $170,077,000 Marketable securities (Notes A and E) 20,419,000 10,648,000 Accounts receivable 495,349,000 403,973,000 Expenditures billable to clients 46,449,000 30,145,000 Other current assets 49,614,000 60,826,000 ------------------------------- Total current assets 746,144,000 675,669,000 Investments in and advances to nonconsolidated affiliated companies (Notes A and B) 20,693,000 16,495,000 Fixed assets-net (Note D) 74,706,000 61,174,000 Marketable securities (Notes A and E) 48,252,000 14,785,000 Intangibles and other assets-including loans to officers of $5,522,000 in 1995 and $5,347,000 in 1994 (Notes A, F, G, I and L(1)) 65,342,000 61,953,000 ------------------------------- Total assets $955,137,000 $830,076,000 ===============================
See notes to consolidated financial statements F-3 27 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31 1995 1994 -------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $549,533,000 $475,188,000 Notes payable to banks (Note F) 71,336,000 64,460,000 Accrued expenses and other 97,126,000 88,156,000 Current portion of long-term debt (Note F) 3,025,000 Income taxes payable 18,567,000 14,130,000 -------------------------------- Total current liabilities 739,587,000 641,934,000 Other liabilities, including deferred compensation of $22,021,000 and $16,244,000 (Note L(1)) 39,620,000 30,053,000 Long-term debt (Note F) 30,000,000 33,025,000 Minority interest 9,281,000 8,843,000 Redeemable preferred stock-at redemption value; par value $1 per share; authorized 500,000 shares; issued and outstanding 32,000 shares in 1995 and 1994, respectively (Note G) 8,986,000 7,516,000 Common stockholders' equity: Common Stock-par value $1 per share; authorized 10,000,000 shares; issued 1,096,096 shares in 1995 and 1,077,116 shares in 1994 1,096,000 1,077,000 Limited Duration Class B Common Stock-par value $1 per share; authorized 2,000,000 shares; issued 335,688 shares in 1995 and 354,668 shares in 1994 336,000 355,000 Paid-in additional capital 37,898,000 31,895,000 Retained earnings 122,345,000 105,123,000 Cumulative translation adjustment 4,664,000 (728,000) Unrealized gain (loss) on marketable securities (Notes A and E) 550,000 (1,492,000) Loans to officer used to purchase Common Stock and Limited Duration Class B Common Stock (Note I) (4,726,000) (4,726,000) -------------------------------- 162,163,000 131,504,000 Less-cost of 212,848 and 161,382 shares of Common Stock and 26,751 and 26,751 shares of Limited Duration Class B Common Stock held in treasury at December 31, 1995 and 1994, respectively 34,500,000 22,799,000 -------------------------------- Total common stockholders' equity 127,663,000 108,705,000 Retirement plans, leases and contingencies (Note L) -------------------------------- Total liabilities and stockholders' equity $955,137,000 $830,076,000 ================================
See notes to consolidated financial statements. F-4 28 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31 1995 1994 1993 ----------------------------------------------- Commissions and fees $688,219,000 $593,317,000 $567,243,000 Expenses: Salaries and employee related expenses (Note L(1)) 432,311,000 370,196,000 348,462,000 Office and general expenses (Note L(2)) 205,668,000 181,826,000 176,054,000 Goodwill write-off (Notes A and M) 39,944,000 1,939,000 ----------------------------------------------- 637,979,000 591,966,000 526,455,000 ----------------------------------------------- 50,240,000 1,351,000 40,788,000 Other income-net (Note C) 4,087,000 259,000 1,917,000 ----------------------------------------------- Income of consolidated companies before taxes on income 54,327,000 1,610,000 42,705,000 Provision for taxes on income (Note K) 26,966,000 21,621,000 22,487,000 ----------------------------------------------- Net income (loss) of consolidated companies 27,361,000 (20,011,000) 20,218,000 Minority interest applicable to consolidated companies (6,273,000) (3,040,000) (4,508,000) Equity in earnings of nonconsolidated affiliated companies 2,350,000 1,673,000 1,971,000 ----------------------------------------------- Net income (loss) $ 23,438,000 $(21,378,000) $ 17,681,000 =============================================== Earnings per Common Share (Note J): Primary $16.79 $(17.51) $13.46 Fully diluted $16.16 * $13.00 *Antidilutive
See notes to consolidated financial statements. F-5 29 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
PAID-IN COMMON ADDITIONAL RETAINED STOCK CAPITAL EARNINGS ---------------------------------------------- Balance at December 31, 1992 $1,432,000 $23,635,000 $118,737,000 Net income 17,681,000 Cash dividends-Common Shares-$3.1375 per share (3,884,000) Cash dividends-Redeemable Preferred Stock-$6.275 per share (204,000) Common Shares acquired-at cost Dividends payable in Company Stock pursuant to Senior Management Incentive Plan (Note L) 27,000 (27,000) Increase in redemption value of Redeemable Preferred Stock (Note G) (468,000) Restricted Stock Plan activity (Note I) 256,000 Tax benefit from restricted stock (Note K) 66,000 Common Shares issued upon exercise of stock options (44,000) Tax benefit from exercise of stock options (Note K) 46,000 Senior Management Incentive Plan activity (Note L) 3,343,000 Translation adjustment Unrealized loss on marketable securities (Notes A and E) ---------------------------------------------- Balance at December 31, 1993 1,432,000 27,329,000 131,835,000 Net loss (21,378,000) Cash dividends-Common Shares-$3.3125 per share (4,112,000) Cash dividends-Redeemable Preferred Stock-$6.625 per share (212,000) Common Shares acquired-at cost Dividends Payable in Company Stock pursuant to Senior Management Incentive Plan (Note L) 84,000 (84,000) Increase in redemption value of Redeemable Preferred Stock (Note G) (926,000) Restricted stock activity (Note I) 30,000 Tax benefit from restricted stock (Note K) 450,000 Common Shares issued upon exercise of stock options (101,000) Tax benefit from exercise of stock options (Note K) 118,000 Senior Management Incentive Plan activity (Note L) 3,985,000 Translation adjustment Unrealized loss on marketable securities (Notes A and E) ----------------------------------------------- Balance at December 31, 1994 1,432,000 31,895,000 105,123,000
COMMON STOCK HELD IN TREASURY OTHER ------------------------- EQUITY SHARES AMOUNT ACCOUNTS TOTAL -------------------------------------------------------- Balance at December 31, 1992 194,381 $(23,116,000) $(1,947,000) $118,741,000 Net income 17,681,000 Cash dividends-Common Shares-$3.1375 per share (3,884,000) Cash dividends-Redeemable Preferred Stock-$6.275 per share (204,000) Common Shares acquired-at cost 5,426 (787,000) (787,000) Dividends payable in Company Stock pursuant to Senior Management Incentive Plan (Note L) Increase in redemption value of Redeemable Preferred Stock (Note G) (468,000) Restricted Stock Plan activity (Note I) 256,000 Tax benefit from restricted stock (Note K) 66,000 Common Shares issued upon exercise of stock options (8,584) 830,000 786,000 Tax benefit from exercise of stock options (Note K) 46,000 Senior Management Incentive Plan activity (Note L) 3,343,000 Translation adjustment (6,352,000) (6,352,000) Unrealized loss on marketable securities (Notes A and E) (147,000) (147,000) -------------------------------------------------------- Balance at December 31, 1993 191,223 (23,073,000) (8,446,000) 129,077,000 Net loss (21,378,000) Cash dividends-Common Shares-$3.3125 per share (4,112,000) Cash dividends-Redeemable Preferred Stock-$6.625 per share (212,000) Common Shares acquired-at cost 1,993 (372,000) (372,000) Dividends Payable in Company Stock pursuant to Senior Management Incentive Plan (Note L) Increase in redemption value of Redeemable Preferred Stock (Note G) (926,000) Restricted stock activity (Note I) (1,750) 226,000 256,000 Tax benefit from restricted stock (Note K) 450,000 Common Shares issued upon exercise of stock options (3,333) 420,000 319,000 Tax benefit from exercise of stock options (Note K) 118,000 Senior Management Incentive Plan activity (Note L) 3,985,000 Translation adjustment 2,845,000 2,845,000 Unrealized loss on marketable securities (Notes A and E) (1,345,000) (1,345,000) -------------------------------------------------------- Balance at December 31, 1994 188,133 (22,799,000) (6,946,000) 108,705,000
F-6 30 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (CONTINUED) YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
PAID-IN COMMON ADDITIONAL RETAINED STOCK CAPITAL EARNINGS ------------------------------------------------ Net income 23,438,000 Cash dividends-Common Shares-$3.5625 per share (4,333,000) Cash dividends-Redeemable Preferred Stock-$7.125 per share (228,000) Common Shares acquired-at cost Dividends Payable in Company Stock pursuant to Senior Management Incentive Plan (Note L) 185,000 (185,000) Increase in redemption value of Redeemable Preferred Stock (Note G) (1,470,000) Restricted stock activity (Note I) 133,000 Tax benefit from restricted stock (Note K) 164,000 Common Shares issued upon exercise of stock options (287,000) Tax benefit from exercise of stock options (Note K) 959,000 Senior Management Incentive Plan activity (Note L) 4,849,000 Translation adjustment Unrealized gain on marketable securities (Notes A and E) ------------------------------------------------ Balance at December 31, 1995 $1,432,000 $37,898,000 $122,345,000 ================================================
COMMON STOCK HELD IN TREASURY OTHER ------------------------- EQUITY SHARES AMOUNT ACCOUNTS TOTAL -------------------------------------------------------- Net income 23,438,000 Cash dividends-Common Shares-$3.5625 per share (4,333,000) Cash dividends-Redeemable Preferred Stock-$7.125 per share (228,000) Common Shares acquired-at cost 77,001 (14,434,000) (14,434,000) Dividends Payable in Company Stock pursuant to Senior Management Incentive Plan (Note L) Increase in redemption value of Redeemable Preferred Stock (Note G) (1,470,000) Restricted stock activity (Note I) 133,000 Tax benefit from restricted stock (Note K) 164,000 Common Shares issued upon exercise of stock options (25,535) 2,733,000 2,446,000 Tax benefit from exercise of stock options (Note K) 959,000 Senior Management Incentive Plan activity (Note L) 4,849,000 Translation adjustment 5,392,000 5,392,000 Unrealized gain on marketable securities (Notes A and E) 2,042,000 2,042,000 -------------------------------------------------------- Balance at December 31, 1995 239,599 $(34,500,000) $ 488,000 $127,663,000 ========================================================
See notes to consolidated financial statements. F-7 31 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 1995 1994 1993 ------------------------------------------------- OPERATING ACTIVITIES Net income (loss) $ 23,438,000 $(21,378,000) $ 17,681,000 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization of fixed assets 17,388,000 15,093,000 13,591,000 Goodwill write-off 39,944,000 1,939,000 Amortization of intangibles 4,146,000 7,475,000 5,486,000 Deferred compensation 15,162,000 9,006,000 6,379,000 Equity in earnings of nonconsolidated affiliated companies, net of dividends received of $483,000, $903,000 and $1,336,000 (1,867,000) (770,000) (635,000) Minority interest applicable to consolidated companies 6,273,000 3,040,000 4,508,000 Amortization of restricted stock expense 133,000 116,000 256,000 Deferred income taxes (2,999,000) (5,104,000) (3,271,000) Changes in operating assets and liabilities: Increase in accounts receivable (79,612,000) (31,058,000) (29,082,000) (Increase) decrease in expenditures billable to clients (14,109,000) (6,006,000) 555,000 Decrease in other current assets 4,351,000 10,739,000 31,454,000 Decrease (increase) in other assets 3,680,000 (3,077,000) (4,141,000) Increase (decrease) in accounts payable 61,846,000 (4,220,000) 76,731,000 Increase (decrease) in accrued expenses and other 3,180,000 (9,424,000) (5,580,000) Increase in income taxes payable 2,431,000 6,600,000 2,385,000 Decrease in other liabilities (2,509,000) (2,507,000) (7,298,000) ------------------------------------------------- Net cash provided by operating activities 40,932,000 8,469,000 110,958,000 INVESTING ACTIVITIES Purchases of fixed assets (29,136,000) (17,067,000) (13,421,000) Trust fund deposits (2,426,000) Increase in investments in and advances to nonconsolidated affiliated companies (1,686,000) (3,564,000) (4,849,000) Purchases of marketable securities (68,500,000) (2,003,000) (25,572,000) Sales of marketable securities 26,957,000 486,000 Increase in intangibles, primarily goodwill (6,183,000) (14,800,000) (6,770,000) ------------------------------------------------- Net cash used in investing activities (80,974,000) (36,948,000) (50,612,000)
F-8 32 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED DECEMBER 31 1995 1994 1993 --------------------------------------------------- FINANCING ACTIVITIES Net proceeds from short-term borrowings $ 4,834,000 $ 15,826,000 $ 9,762,000 Common Shares issued under Stock Incentive Plan 141,000 Common Shares acquired for treasury (14,434,000) (372,000) (787,000) Cash dividends paid on Common Shares (4,333,000) (4,112,000) (3,884,000) Cash dividends paid on Redeemable Preferred Stock (228,000) (212,000) (204,000) Proceeds from exercise of stock options 2,446,000 319,000 786,000 Redemption of Redeemable Preferred Stock (300,000) Proceeds from long-term debt 30,000,000 Borrowings under life insurance policies 11,779,000 --------------------------------------------------- Net cash provided by financing activities 64,000 11,590,000 35,373,000 Effect of exchange rate changes on cash 4,214,000 5,699,000 (7,207,000) --------------------------------------------------- (Decrease) increase in cash and cash equivalents (35,764,000) (11,190,000) 88,512,000 Cash and cash equivalents at beginning of year 170,077,000 181,267,000 92,755,000 --------------------------------------------------- Cash and cash equivalents at end of year $ 134,313,000 $ 170,077,000 $ 181,267,000 ===================================================
See notes to consolidated financial statements. F-9 33 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. Material intercompany balances and transactions have been eliminated in consolidation. Certain amounts for years prior to 1995 have been reclassified to conform with the current year classification. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. COMMISSIONS AND FEES AND ACCOUNTS RECEIVABLE Income derived from advertising placed with media is generally recognized based upon the publication or broadcast dates. Income resulting from expenditures billable to clients is generally recognized when billed. Payroll costs are expensed as incurred. Accounts receivable include both the income recognized as well as the actual media and production costs which are paid for by the Company and rebilled to clients at the Company's cost. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less from the purchase date to be cash equivalents. The carrying amount of cash equivalents approximates fair value because of the short maturities of those instruments. INVESTMENTS IN AND ADVANCES TO NONCONSOLIDATED AFFILIATED COMPANIES The Company generally carries its investments in nonconsolidated affiliated companies on the equity method. Certain investments which are not material in the aggregate are carried on the cost method. FIXED ASSETS Depreciation of furniture, fixtures and equipment is provided for over their estimated useful lives ranging from three to ten years and has been computed principally by the straight-line method. Amortization of leaseholds and leasehold improvements is provided for principally over the terms of the related leases, which are not in excess of the lives of the assets. F-10 34 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FOREIGN CURRENCY TRANSLATION Primarily all balance sheet accounts of the Company's foreign operations are translated at the exchange rate in effect at each year end and statement of operations accounts are translated at the average exchange rates prevailing during the year. Resulting translation adjustments are made directly to a separate component of stockholders' equity. Foreign currency transaction gains and losses are reported in income. During 1995, 1994 and 1993, foreign currency transaction gains and losses were not material. INTANGIBLES The excess of purchase price over underlying net equity of certain consolidated subsidiaries and nonconsolidated affiliated companies at the date of acquisition ("goodwill") is amortized by the straight-line method over periods of up to 20 years. The amounts of goodwill associated with consolidated subsidiaries (included in Other Assets) and nonconsolidated investments (included in Investments in and Advances to Nonconsolidated Affiliated Companies) were $41,237,000 and $8,325,000 at the end of 1995 and $36,603,000 and $7,718,000 at the end of 1994, respectively. Annually, the Company assesses the carrying value of its goodwill and the respective periods of amortization. As part of the evaluation, the Company considers a number of factors including actual operating results, the impact of gains and losses of major local clients, the impact of any loss of key local management staff and any changes in general economic conditions. In 1994, the Company formalized its assessment of goodwill and since then quantifies the recoverability of goodwill based on each agency's estimated future non-discounted cash flows over the applicable remaining amortization periods. This requires management to make certain specific assumptions with respect to future revenue and expense levels. Where multiple investments had been made in a single company, a weighted average amortization period is used. Charges to reflect permanent impairment are recorded to the extent that the unamortized book value of the goodwill exceeds the future cumulative non-discounted cash flows. If such cash flows are expected to recover less than 10% of the associated goodwill, a full write-off is recorded. No write-off is recorded if the cash flows are expected to recover 90% or more of the associated goodwill. F-11 35 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides appropriate foreign withholding taxes on unremitted earnings of consolidated and nonconsolidated foreign companies. MARKETABLE SECURITIES The Company considers all its investments in marketable securities as available-for-sale. Available-for-sale securities are carried at fair value, based on publicly quoted market prices, with unrealized gains and losses reported as a separate component of stockholders' equity. STOCK-BASED COMPENSATION The Company accounts for stock-based awards in accordance with APB Opinion No. 25, Accounting For Stock Issued to Employees. No compensation expense is recorded for options granted at fair market value at the date of grant. The excess of the fair market value of Restricted Stock over the cash consideration received is amortized, as compensation, over the period of restriction. The future obligation to issue stock pursuant to the Company's Senior Management Incentive Plan, included in Paid-In Additional Capital, is increased by periodic charges to compensation. B. FOREIGN OPERATIONS The following financial data is applicable to consolidated foreign subsidiaries:
1995 1994 1993 ------------------------------------------------ Current assets $395,016,000 $349,208,000 $357,391,000 Current liabilities 408,541,000 364,571,000 367,048,000 Other assets--net of other liabilities 56,312,000 50,696,000 69,915,000 Net income (loss) 9,384,000 (35,043,000) 2,584,000
Consolidated retained earnings at December 31, 1995 includes equity in unremitted earnings of nonconsolidated foreign companies of approximately $6,517,000. F-12 36 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C. OTHER INCOME - NET
1995 1994 1993 ---------------------------------------------- Interest income $12,183,000 $7,507,000 $7,307,000 Interest expense (8,928,000) (7,833,000) (7,558,000) Dividends from affiliates 217,000 86,000 674,000 Other--net 615,000 499,000 1,494,000 ---------------------------------------------- $ 4,087,000 $ 259,000 $1,917,000 ==============================================
D. FIXED ASSETS Components of fixed assets-at cost are:
1995 1994 ----------------------------- Furniture, fixtures and equipment $119,575,000 $ 97,988,000 Leaseholds and leasehold improvements 48,920,000 43,770,000 ----------------------------- 168,495,000 141,758,000 Less accumulated depreciation and amortization 93,789,000 80,584,000 ----------------------------- $ 74,706,000 $ 61,174,000 =============================
E. MARKETABLE SECURITIES The marketable securities, by type of investment, held by the Company at December 31, 1995 and 1994 are described as follows:
1995 1994 --------------------------- Maturities of one year or less: U.S. Treasury Securities $ 4,758,000 $ 7,678,000 Money market funds 12,394,000 2,970,000 Corporate bonds 3,267,000 --------------------------- 20,419,000 10,648,000 --------------------------- Maturities greater than one year: U.S. Treasury Securities 41,946,000 14,785,000 Government National Mortgage Association Securities 1,838,000 Corporate bonds 4,468,000 --------------------------- 48,252,000 14,785,000 --------------------------- $68,671,000 $25,433,000 ===========================
At December 31, 1995, the Company had unrealized gains of $550,000 and at December 31, 1994 unrealized losses of $1,492,000, principally related to the investments in U.S. Treasury Securities. At December 31, 1995 and 1994, the Company's investments in marketable securities classified as non-current had an average maturity of 6 years and 4 years, respectively. F-13 37 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) F. CREDIT ARRANGEMENTS AND LONG-TERM DEBT The Company maintains committed lines of credit of $40,000,000 with various banks and may draw against the lines on unsecured demand notes at rates below the applicable bank's prime interest rate. These lines of credit, which are renewable annually, were partially utilized during both 1995 and 1994 to secure obligations of selected foreign subsidiaries in the amount of $15,000,000 at the end of each year. The weighted average interest rate related to the debt associated with the committed lines of credit was 6.95% and 6.25% at December 31, 1995 and 1994, respectively. The Company had $56,336,000 and $49,460,000 outstanding under other uncommitted lines of credit at December 31, 1995 and 1994, respectively. The weighted average interest rate for the borrowings under the uncommitted lines of credit was 7.91% and 7.70% at December 31, 1995 and 1994, respectively. The carrying amount of the debt outstanding under both the committed and uncommitted lines of credit approximates fair value because of the short maturities of the underlying notes. Occasionally, the Company enters into foreign currency contracts for known cash flows related to the repatriation of earnings from its international subsidiaries. The term of each foreign currency contract entered into in 1995 was for less than three months. At December 31, 1995, there were no foreign currency contract transactions open. In addition, the Company had no derivative contracts outstanding at December 31, 1995, and did not enter into any derivative contracts during 1995. Long-term debt at December 31, 1995 and 1994 is as follows:
1995 1994 --------------------------- Term loans $30,000,000 $30,000,000 Convertible debentures 3,025,000 3,025,000 --------------------------- 33,025,000 33,025,000 Current maturities 3,025,000 -0- --------------------------- Long-term Debt $30,000,000 $33,025,000 ===========================
The term loans consist of $30,000,000 borrowed from the Prudential Insurance Company at a fixed interest rate of 7.68% with principal repayable in equal installments of $10,000,000 in January 1998, 1999 and 2000. The terms of the loan agreement require, inter alia, that the Company maintain specified levels of net worth, meet certain cash flow requirements and limit its incurrence of additional indebtedness to certain specified amounts. At December 31, 1995, the Company was in compliance with all of these covenants. The fair value of the Prudential debt is estimated to be $30,900,000 and $29,900,000 at December 31, 1995 and 1994, respectively. This estimate was determined using a discounted cash flow analysis using current interest rates for debt having similar terms and remaining maturities. F-14 38 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) F. CREDIT ARRANGEMENTS AND LONG-TERM DEBT (CONTINUED) During 1995, the Company borrowed against the cash value of the life insurance policies that it owns on the life of its Chairman and Chief Executive Officer. The amount borrowed at December 31, 1995 is $13,024,000 with a fixed interest rate of 8.75% and is carried as a reduction of the related cash value that is included in Other Assets. Of the amount borrowed in 1995, the Company received $11,779,000 in cash and $1,245,000 was used in payment of the 1995 premiums due on the life insurance policies. The current portion of long-term debt consists of 8 1/2% Convertible Subordinated Debentures, due December 10, 1996, which are currently convertible into 8.41 shares of Common Stock and an equal number of Limited Duration Class B Common Stock, subject to certain adjustments, for each $1,000 principal amount of such debentures. The debt was issued in exchange for cash and a $3,000,000, 9% promissory note, payable December 10, 1997, from an officer of the Company that is included in Other Assets at December 31, 1995 and 1994. During each of the years 1995, 1994 and 1993, the Company paid to the officer interest of $257,000 pursuant to the terms of the debentures and the officer paid to the Company interest of $270,000 pursuant to the terms of the 9% promissory note. The scheduled repayment of long-term debt is as follows:
YEARS ENDING DECEMBER 31 AMOUNT ----------- ------------ 1996 $ 3,025,000 1997 -0- 1998 10,000,000 1999 10,000,000 2000 10,000,000 ----------- $33,025,000 ===========
For the years 1995, 1994 and 1993, the Company made interest payments of $8,934,000, $7,839,000 and $6,529,000, respectively. G. REDEEMABLE PREFERRED STOCK As of December 31, 1995 and 1994, the Company had outstanding 20,000 shares of Series I Preferred Stock, 5,000 shares each of its Series II and Series III Preferred Stock, and 2,000 shares of Series 1 Preferred Stock. The holder of the Series I, Series II and Series III Preferred Stock is a senior executive of the Company, and the Series 1 Preferred Stock is held by a former employee. The terms of each class of Preferred F-15 39 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G. REDEEMABLE PREFERRED STOCK (CONTINUED) Stock, including the basic economic terms relating thereto, are essentially the same, except with respect to the redemption date of each series. The redemption date for the Series I, Series II and Series III Preferred Stock is fixed at April 7, 2004, unless redeemed earlier under circumstances described below. The terms of the Series I, Series II and Series III Preferred Stock also give the holder, his estate or legal representative, as the case may be, the option to require the Company to redeem his Preferred Stock for a period of 12 months following his (i) death, (ii) permanent disability or permanent mental disability, (iii) termination of full-time employment for good reason or (iv) termination of full-time employment by the Company with cause. The terms of the Series 1 Preferred Stock permit the holder of shares thereof the option to have his shares redeemed upon termination of his employment prior to age 65. The Company is obligated to redeem such shares following the attainment of age 65 by the holder thereof following termination of employment. Each share of Preferred Stock is to be redeemed by the Company at a price equal to the book value per share attributable to one share of Common Stock and one share of Limited Duration Class B Common Stock (Class B Common Stock) (subject to certain adjustments) upon redemption, less a fixed discount established upon the issuance of the Preferred Stock. The holders of each class of Preferred Stock are entitled to receive cumulative preferential dividends at the annual rate of $.25 per share, and to participate in dividends on one share of the Common Stock and one share of the Class B Common Stock to the extent such dividends exceed the per share preferential dividend. In connection with his ownership of the Series I, Series II and Series III Preferred Stock, the senior executive issued to the Company full recourse promissory notes totaling $763,000 (included in Other Assets at December 31, 1995 and 1994) with a maturity date of April 2004. The interest paid by the senior executive to the Company in 1995, 1994 and 1993 pursuant to the terms of these notes was $70,000 in each year. In accordance with the terms of the respective Certificates of Designation and Terms of each Series of Preferred Stock ("Certificates"), the Board of Directors determined the change in redemption value would not reflect the 1994 write-off of goodwill described in Note M, but rather reflect amortization as if the Company had continued to write-off goodwill in accordance with historical amortization schedules. Following the distribution of Class B Common Stock, the holders of the Preferred Stock became entitled to eleven votes per share on all matters submitted to the vote of stockholders. The holder of the Series I Preferred Stock is entitled, as well, to vote as a single class to elect or remove one-quarter of the Board of Directors, to approve the merger or consolidation of the Company or the sale by it of all or substantially all of its assets, and to approve the authorization or issuance of any other class of Preferred Stock having equivalent voting rights. F-16 40 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G. REDEEMABLE PREFERRED STOCK (CONTINUED) In the event of the liquidation of the Company, holders of Preferred Stock are entitled to a preferential liquidation distribution of $1.00 per share in addition to all accrued and unpaid preferential dividends. The total carrying value of the Preferred Stock (applicable to those shares outstanding at each respective year end) increased by $1,470,000, $926,000 and $468,000 in 1995, 1994 and 1993, respectively. The change in carrying value represents the change in redemption value during those periods. This change is referred to as "Additional Capital Applicable to Redeemable Preferred Stock" in the respective Certificates. H. COMMON STOCK The Company has authorized and outstanding two classes of common stock, Common Stock and Class B Common Stock, both $1 par value per share. The Class B Common Stock has the same dividend and liquidation rights as the Common Stock and a holder of each share of Class B Common Stock is entitled to ten votes on all matters submitted to stockholders. The shares of Class B Common Stock are restricted as to transferability and upon transfer, except to specified limited classes of transferees, will convert into shares of Common Stock which have one vote per share. In October 1995, the shareholders of the Company approved an amendment to the Company's Articles of Incorporation to extend to April 3, 2006 the automatic conversion date of the Class B Common Stock. I. RESTRICTED STOCK AND STOCK OPTION PLANS The Company's 1994 Stock Incentive Plan ("Stock Incentive Plan") was adopted in June 1994. The Stock Incentive Plan replaced the Restricted Stock Plan, the Executive Growth Plan, the Incentive Stock Option Plan and the Nonqualified Stock Option Plan (collectively, the "Prior Plans"), and any shares available for granting of awards under the Prior Plans are no longer available for such awards. Options granted pursuant to the Prior Plans remain outstanding and in full force and shares reserved remain so for such purposes. F-17 41 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I. RESTRICTED STOCK AND STOCK OPTION PLANS (CONTINUED) STOCK INCENTIVE PLAN Under the Stock Incentive Plan, awards in the form of incentive or nonqualified stock options or restricted stock are available to be granted through June 2003 to officers and other key employees. A maximum of 250,000 shares of Common Stock are available for grant under the Stock Incentive Plan and no employee can be granted stock options in excess of 75,000 shares or more than 75,000 shares of restricted stock. Stock options cannot be granted at a price less than 100% of the fair market value of the shares on the date of grant. A committee of the Board of Directors ("Committee") determines the terms and conditions under which the awards may be granted or exercised. Options, however, shall expire not later than ten years from the date of grant. Shares of restricted stock may be sold to participants, at a purchase price determined by the Committee (which may be less than fair market value per share). In 1994, 1,750 shares of Restricted Stock were issued at prices between $77.50 and $81.50 per share with restrictions as to transferability expiring after five years. No shares of restricted stock were issued in 1995. No restrictions lapsed during either 1995 or 1994 and no restricted stock was forfeited during either year. Transactions involving outstanding stock options under this Plan were:
NUMBER TOTAL OF SHARES OPTION PRICE --------------------------- Outstanding, December 31, 1993 -0- $ -0- Granted 3,250 531,000 --------------------------- Outstanding, December 31, 1994 3,250 531,000 Cancelled (250) (43,000) Granted 84,174 12,670,000 --------------------------- Outstanding, December 31, 1995 87,174 $13,158,000 ===========================
At December 31, 1995, options to acquire 13,333 shares were exercisable and 161,076 shares of Common Stock were available for issuance under the Stock Incentive Plan. Compensation to employees under the Plan of $106,000 in 1995 and $134,000 in 1994, representing the unamortized excess of the market value of restricted stock over any cash consideration received, is carried as a reduction of Paid-In Additional Capital and is charged to income ($28,000 in 1995 and $7,000 in 1994) over the related required period of service of the respective employees. F-18 42 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I. RESTRICTED STOCK AND STOCK OPTION PLANS (CONTINUED) RESTRICTED STOCK PLAN There are no shares outstanding under this plan at December 31, 1995. During 1995, the restriction lapsed on 5,000 shares of Common Stock. Compensation to employees representing the unamortized excess of the market value of restricted stock over any cash consideration received, is carried as a reduction of Paid-In Additional Capital and is charged to income ($104,000 in 1995, $109,000 in 1994 and $256,000 in 1993) over the related required period of service of the respective employees. This plan was replaced by the Stock Incentive Plan discussed above. EXECUTIVE GROWTH PLAN Under the terms of the Company's qualified stock option plan (Executive Growth Plan), options were granted to officers and other key employees at prices not less than 100% of the fair market value of the shares on the date of grant. At December 31, 1995, there were no options outstanding. In connection with a 1992 exercise of the plan options, the Company received a cash payment of $67,000 and a note from an officer of the Company in the amount of $3,170,000, due in December 2001, at a fixed interest rate of 6.06%. In addition, and in accordance with the terms of the option agreement, the holder of the options issued to the Company a promissory note in the principal amount of $2,340,000 bearing interest at the rate of 6.06%, payable in December 2001, to settle his obligation to provide the Company with funds necessary to pay the required withholding taxes due upon the exercise of the options. A portion of this note ($1,556,000) equal to the tax benefit received by the Company upon exercise and the full amount of the note for $3,170,000 are reflected in a separate component of stockholders' equity at December 31, 1995 and 1994. F-19 43 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I. RESTRICTED STOCK AND STOCK OPTIONS PLANS (CONTINUED) The interest paid to the Company by the holder pursuant to the terms of the two notes issued in connection with the option exercise was $334,000 in 1995, 1994 and 1993. This plan was replaced by the Stock Incentive Plan discussed above. INCENTIVE STOCK OPTION PLAN Under this plan, options were granted to key employees, including officers, at a price not less than 100% of the fair market value of the shares on the date of grant. Transactions involving outstanding stock options under this plan were:
NUMBER OF SHARES -------------------- CLASS B COMMON COMMON TOTAL STOCK STOCK OPTION PRICE --------------------------------------- Outstanding, December 31, 1992 4,100 9,100 $ 1,247,000 Cancelled (300) (300) (58,000) Exercised (3,700) (3,700) (676,000) --------------------------------------- Outstanding, December 31, 1993 100 5,100 513,000 Exercised (100) (100) (18,000) --------------------------------------- Outstanding, December 31, 1994 -0- 5,000 495,000 Exercised (3,570) (353,000) --------------------------------------- Outstanding, December 31, 1995 -0- 1,430 $ 142,000 =======================================
As of December 31, 1995, options to acquire 714 shares of Common Stock were exercisable. There are 1,430 shares of Common Stock reserved to be issued with respect to this plan. This plan was replaced by the Stock Incentive Plan discussed above. NONQUALIFIED STOCK OPTION PLAN Under this plan, nonqualified stock options were granted to employees eligible to receive options at prices not less than 100% of the fair market value of the shares on the date of grant, and options must be exercised within 10 years of grant and for only specified limited periods beyond termination of employment. F-20 44 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I. RESTRICTED STOCK AND STOCK OPTIONS PLANS (CONTINUED) Transactions involving outstanding stock options under this plan were:
NUMBER TOTAL OF SHARES OPTION PRICE -------------------------- Outstanding, December 31, 1992 39,117 $ 4,131,000 Cancelled (567) (58,000) Exercised (1,184) (110,000) -------------------------- Outstanding, December 31, 1993 37,366 3,963,000 Cancelled (1,084) (116,000) Exercised (3,133) (301,000) -------------------------- Outstanding, December 31, 1994 33,149 3,546,000 Cancelled (34) (4,000) Exercised (21,965) (2,092,000) -------------------------- Outstanding, December 31, 1995 11,150 $ 1,450,000 ==========================
As of December 31, 1995, options to acquire 9,950 shares of Common Stock were exercisable, and 11,150 shares were reserved for issuance under this plan. This plan was replaced by the Stock Incentive Plan discussed above. J. COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE The computation of net income (loss) per common share is based on the weighted average number of common shares outstanding, including adjustments for the effect of the assumed exercise of dilutive stock options and shares issuable pursuant to the Company's Senior Management Incentive Plan (see Note L(1)) (1,295,182 in 1995, 1,285,605 in 1994 and 1,263,900 in 1993) and, for fully diluted net income (loss) per common share, the assumed conversion of the 8 1/2% Convertible Subordinated Debentures issued in December 1983. Also, for the purpose of computing net income (loss) per common share, the Company's net income (loss) is adjusted by dividends on the Preferred Stock and by the increase or decrease, in redemption value of the Preferred Stock. Primary net income (loss) per common share is computed as if stock options were exercised at the beginning of the period and the funds obtained thereby used to purchase common shares at the average market price during the period. In computing fully diluted net income (loss) per common share, the market price at the close of the period or the average market price, whichever is higher, is used to determine the number of shares which are assumed to be repurchased. F-21 45 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) J. COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE (CONTINUED) The effects of the Preferred Stock dividend requirements and the change in redemption values amounted to $1.31, $0.88 and $0.53 per share in 1995, 1994 and 1993, respectively. K. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. At December 31, 1995, 1994 and 1993, the Company had deferred tax assets of $19,550,000, $19,651,000 and $16,282,000 and deferred tax liabilities of $7,359,000, $10,459,000 and $12,194,000, respectively, detailed as follows:
DEFERRED TAX ASSETS (LIABILITIES) 1995 1994 1993 ---------------------------------------------- Restructuring costs and related future tax benefits $ 1,642,000 $ 2,056,000 $ 3,531,000 Deferred compensation 15,250,000 8,955,000 5,730,000 Accrued expenses 2,658,000 8,640,000 7,021,000 Safe harbor lease and depreciation (5,134,000) (7,493,000) (9,228,000) Tax on unremitted foreign earnings and other (2,225,000) (2,966,000) (2,966,000) ---------------------------------------------- 12,191,000 9,192,000 4,088,000 Valuation allowance for deferred tax assets -0- -0- -0- ---------------------------------------------- Net deferred tax assets $12,191,000 $ 9,192,000 $ 4,088,000 ==============================================
The components of income of consolidated companies before taxes on income are as follows:
1995 1994 1993 --------------------------------------------- Domestic $26,704,000 $ 25,918,000 $28,646,000 Foreign 27,623,000 (24,308,000) 14,059,000 --------------------------------------------- $54,327,000 $ 1,610,000 $42,705,000 =============================================
Provisions (benefits) for Federal, foreign, state and local income taxes consisted of the following:
1995 1994 1993 ------------------------------ ------------------------------ ----------------------------- CURRENT DEFERRED CURRENT DEFERRED CURRENT DEFERRED ----------------------------------------------------------------------------------------------------- Federal $13,607,000 $(4,248,000) $11,510,000 $(2,470,000) $12,106,000 $(2,448,000) Foreign 10,167,000 2,888,000 9,034,000 (1,197,000) 8,580,000 (1,578,000) State and local 6,191,000 (1,639,000) 6,181,000 (1,437,000) 5,072,000 755,000 ----------------------------------------------------------------------------------------------------- $29,965,000 $(2,999,000) $26,725,000 $(5,104,000) $25,758,000 $(3,271,000) =====================================================================================================
F-22 46 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) K. INCOME TAXES (CONTINUED) The effective tax rate varied from the statutory Federal income tax rate as follows:
1995 1994 1993 -------------------------------- Statutory Federal tax rate 35.0% 35.0% 35.0% State and local income taxes, net of Federal income tax benefits 5.4 191.5 8.9 Difference in foreign tax rates 6.5 215.0 6.8 Withholding tax on unremitted foreign earnings 0.5 33.4 1.2 Goodwill write-off 868.3 1.6 Adjustment of prior years' provisions (24.8) (2.2) Other--net 2.2 24.5 1.4 -------------------------------- 49.6% 1,342.9% 52.7% ================================
During the years 1995, 1994 and 1993, the Company made net income tax payments of $21,368,000, $19,005,000 and $18,748,000, respectively. The tax benefit resulting from the difference between compensation expense deducted for tax purposes and compensation expense charged to income for restricted stock and nonqualified stock options is recorded as an increase to Paid-In Additional Capital. L. RETIREMENT PLANS, DEFERRED COMPENSATION, LEASES AND CONTINGENCIES 1. The Company's Profit Sharing Plan is available to all employees of the Company and qualifying subsidiaries meeting certain eligibility requirements. This plan provides for contributions by the Company at the discretion of the Board of Directors, subject to maximum limitations. The Company also operates a noncontributory Employee Stock Ownership Plan covering eligible employees of the Company and qualifying subsidiaries, under which the Company may make contributions (in stock or cash) to an Employee Stock Ownership Trust ("ESOT") in amounts each year as determined at the discretion of the Board of Directors. The Company made only cash contributions to the ESOT in 1995, 1994 and 1993. The Company and the ESOT have certain rights to purchase shares from participants whose employment has terminated. In addition to the two plans noted above, various subsidiaries maintain separate profit sharing and retirement arrangements. Furthermore, the Company also provides additional retirement and deferred compensation benefits to certain officers and employees. F-23 47 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) L. RETIREMENT PLANS, DEFERRED COMPENSATION, LEASES AND CONTINGENCIES (CONTINUED) The Company maintains a Senior Management Incentive Plan in which deferred compensation is granted to senior executive or management employees deemed essential to the continued success of the Company. The amount recorded as an expense related to this plan amounted to $6,873,000, $5,434,000 and $4,581,000 in 1995, 1994 and 1993, respectively. Approximately $5,223,000, $4,215,300 and $3,343,000 of plan expense incurred in 1995, 1994 and 1993, respectively, will be payable in Company Stock in accordance with the terms of the plan. These awards converted into 27,705, 28,647 and 18,610 equivalent shares of Common Stock at December 31, 1995, 1994 and 1993, respectively, including an amount for the dividends that would have been payable on the Company Stock as if such stock was outstanding from the time the awards were granted. The future obligation related to the stock award has been reflected as an increase to Paid-In Additional Capital. Expenses related to the foregoing plans and benefits aggregated $29,307,000 in 1995, $24,211,000 in 1994 and $21,057,000 in 1993. In December 1990, the Company amended its employment agreement with its Chairman and Chief Executive Officer and concurrently, also discharged this individual's pension obligation which had been established pursuant to the terms of his long-standing employment agreement with a payment of approximately $29,300,000. Included in Other Assets at December 31, 1995 and 1994 is approximately $4,700,000 and $7,100,000, respectively, related to this arrangement which is being amortized to expense over the remaining term of the related employment agreement. In the first quarter of 1995, the Company and its Chairman and Chief Executive Officer entered into an agreement extending the term of the Chairman and Chief Executive Officer employment agreement through December 31, 2002. This agreement further provides for the deferral of certain compensation otherwise payable to the Chairman and Chief Executive pursuant to his employment agreement and the payment of such deferred compensation into a trust, commonly referred to as a rabbi trust, established with United States Trust Company of New York. The purpose of the trust arrangement is to ensure the Company's ability to deduct compensation paid to the Chairman and Chief Executive Officer without the application of Section 162(m) of the Internal Revenue Code ("Section"). The Section, under certain circumstances, denies a tax deduction to an employer for certain compensation expenses in excess of $1,000,000 per year paid by a publicly-held corporation to certain of its executives. Amounts deferred and paid into the trust, as adjusted for the earnings, gains or losses on the trust assets, shall be paid to the Chairman and Chief Executive Officer or to his estate, as the case may be, upon the expiration of his employment agreement, or the termination of his employment by reason of death or disability. F-24 48 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) L. RETIREMENT PLANS, DEFERRED COMPENSATION, LEASES AND CONTINGENCIES (CONTINUED) At December 31, 1995, the value of the trust was $2,496,000 and is included in Other Assets and the Company's related deferred compensation obligation for the same amount is included in Other Liabilities. Pursuant to an employment agreement, dated December 21, 1990, an executive officer of the Company borrowed $1,000,000 from the Company repayable at December 31, 1995, except that one-fifth of the principal amount of the loan is forgiven by the Company each December 31, beginning with December 31, 1991, provided that the officer continues to be employed by the Company on those dates. In 1994, the executive officer entered into a new employment agreement. Pursuant to that agreement, the executive officer borrowed an additional $600,000 from the Company repayable at December 31, 1998, except that one-third of the principal amount of the loan is forgiven by the Company each December 31, beginning with December 31, 1996, provided that the officer continues to be employed by the Company on those dates. In 1995, 1994 and 1993, the Company has included in each year $200,000 of compensation expense, representing the amount of loan forgiven each year. As of December 31, 1995 and 1994, the remaining loan balance was $600,000 and $800,000, respectively, included in Other Assets. In addition, a second executive officer has three loans outstanding with the Company. The first loan, granted in 1994, was for $50,000 and is forgivable contingent upon employment by the Company through 1998. During 1995, the Company made two additional loans to this executive officer for $125,000 and $200,000 which are repayable with accrued interest in May 1998 and 1999, respectively. As of December 31, 1995, the loan balance was $375,000 and is reflected in Other Assets. 2. Rental expense amounted to approximately $36,445,000 in 1995, $35,568,000 in 1994 and $32,725,000 in 1993 which is net of sub-lease rental income of $129,000 in 1995, $1,263,000 in 1994, and $2,016,000 in 1993. Approximate minimum rental commitments, excluding escalations, under noncancellable operating leases are as follows:
SUB-LEASE OFFICE SPACE COMMITMENTS NET ------------------------------------------------ 1996 $29,935,000 $(111,000) $29,824,000 1997 27,724,000 27,724,000 1998 25,216,000 25,216,000 1999 24,387,000 24,387,000 2000 18,314,000 18,314,000 Beyond 2000 51,142,000 51,142,000 ------------------------------------------------- $176,718,000 $(111,000) $176,607,000 =================================================
F-25 49 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) L. RETIREMENT PLANS, DEFERRED COMPENSATION, LEASES AND CONTINGENCIES (CONTINUED) 3. The Company is not involved in any pending legal proceedings not covered by insurance or by adequate indemnification or which, if decided adversely, would have a material effect on the results of operations, liquidity or financial position of the Company. M. GOODWILL WRITE-OFF In 1994, the Company wrote-off $39,944,000 of goodwill. The non-cash write-off related almost exclusively to international acquisitions made by the Company principally in the 1980's. The carrying value of the Company's goodwill prior to the write-off was approximately $84,000,000 and the write-off was associated with 34 of the almost 100 investments for which the Company had unamortized goodwill. The portion of the write-off relating to advertising agencies was approximately $31,295,000 and $8,649,000 relates to public relations agencies. Significant amounts of these write-offs related to operations in the United Kingdom. The widely recognized international recession seriously affected the advertising industry, particularly in Western Europe, where the Company has its largest and most developed international operations. As the recession abated in the latter part of 1994, the Company was able to assess more clearly the long-term prospects of the affected operations. At that point, and in connection with annual business plan meetings which took place in the fourth quarter, it became clear that the goodwill associated with a number of the agencies had become permanently impaired. Management's projections indicated that anticipated future cash flows for these specific operations would not, as would be expected in a normal post- recession environment, recover sufficiently to cover amortization of the associated goodwill. The material portion of the goodwill write-off related to ten agencies acquired in the United Kingdom as part of a strategy to develop the Company's representation outside of the London market in the general advertising category and in specialized disciplines (such as retail advertising, promotional services and public relations). With the revival of the industry, a review of the Company's local market strategies and in conjunction with several key management changes, client losses or the inability of these operations to maintain revenues with replacement or new clients, after the analysis referred to above, management concluded that the goodwill associated with these operations had been permanently impaired. While future client losses and management changes could affect the Company's operation in the United Kingdom, the Company has consolidated a number of operations, thereby lessening the likelihood of a negative impact from any instance of client or management turnover. In addition, the unimpaired goodwill balances F-26 50 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) M. GOODWILL WRITE-OFF (CONTINUED) associated with the United Kingdom operations represented less than 10% of the Company's consolidated unamortized goodwill as of December 31, 1994. In 1993, the Company wrote-off $1,939,000 of goodwill in excess of normal amortization schedules. There were no write-offs in excess of normal amortization schedules in 1995. F-27 51 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) N. INDUSTRY SEGMENT AND RELATED INFORMATION Commissions and fees and operating profit by geographic area for the years ended December 31, 1995, 1994 and 1993, and related identifiable assets at December 31, 1995, 1994 and 1993 are summarized below (000s omitted):
UNITED STATES WESTERN EUROPE ------------------------------------ -------------------------------------- 1995 1994 1993 1995 1994 1993 --------------------------------------------------------------------------------- Commissions and fees $303,826 $277,411 $267,964 $337,726 $273,754 $260,005 ================================================================================= Operating profit (loss) $ 21,368 $ 22,767 $ 28,809 $ 27,212 $(20,457) $ 11,415 ================================================================================= Other income-net Income of consolidated companies before taxes on income Identifiable assets $455,771 $390,547 $353,532 $406,757 $353,904 $389,723 ================================================================================= Investments in and advances to nonconsolidated affiliated companies Total assets
OTHER CONSOLIDATED ---------------------------------- --------------------------------------- 1995 1994 1993 1995 1994 1993 ------------------------------------------------------------------------------- Commissions and fees $46,667 $42,152 $39,274 $688,219 $593,317 $567,243 =============================================================================== Operating profit (loss) $ 1,660 $ (959) $ 564 $ 50,240 $ 1,351 $ 40,788 ================================== Other income-net $ 4,087 $ 259 $ 1,917 --------------------------------------- Income of consolidated companies before taxes on income $ 54,327 $ 1,610 $ 42,705 ======================================= Identifiable assets $71,916 $69,130 $61,274 $934,444 $813,581 $804,529 ================================== Investments in and advances to nonconsolidated affiliated companies $ 20,693 $ 16,495 $ 16,104 --------------------------------------- Total assets $955,137 $830,076 $820,633 =======================================
Commissions and fees from one client amounted to 13.8%, 13.8% and 13.0% of the consolidated total in 1995, 1994 and 1993, respectively. F-28 52 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 3.01 Restated Certificate of Incorporation of Grey Advertising Inc. ("Grey"). (Incorporated herein by reference to Exhibit 3.01 to Grey's Current Report on Form 8-K, dated October 10, 1995, filed with the SEC pursuant to Section 13 of the 1934 Act.) 3.02 By-Laws of Grey as amended. (Incorporated herein by reference to Exhibit 3.02 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1988.) 4.01 Stockholder Exchange Agreement, dated as of April 7, 1994, by and between Grey and Edward H. Meyer. (Incorporated herein by reference to Exhibit 10(a) of Grey's Current Report on Form 8-K, dated April 7, 1994, filed with the SEC pursuant to Section 13 of the 1934 Act. 4.02 Purchase Agreement, dated as of December 10, 1983, between Grey and Edward H. Meyer relating to the sale to Mr. Meyer of Grey's 8-1/2% Convertible Debentures, of even date therewith ("Convertible Debenture"). (Incorporated herein by reference to Exhibit 3.08 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1983.) 4.03 Extension Agreement, dated as of November 19, 1991 between Grey and Edward H. Meyer relating to the extension of the maturity dates of the Convertible Debenture and related Promissory Note. (Incorporated herein by reference to Exhibit 3.07 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.)
E-1 53 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 4.04 Form of Convertible Debenture. (Incorporated herein by reference to Exhibit 3.09 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1983.) 9.01 Voting Trust Agreement, dated as of December 1, 1989, among the several Beneficiaries, Grey and Edward H. Meyer as Voting Trustee. (Incorporated herein by reference to Exhibit 9.03 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1989.) 9.02 Amended and Restated Voting Trust Agreement, dated as of February 24, 1986, as amended and restated as of August 31, 1987 and again amended and restated as of March 21, 1994, among the several Beneficiaries there- under, Grey and Edward H. Meyer as Voting Trustee. (Incorporated herein by reference to Exhibit 9.04 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1993.) 10.01* Employment Agreement, dated as of February 9, 1984, between Grey and Edward H. Meyer ("Meyer Employment Agreement"). (Incorporated herein by reference to Exhibit 10.01 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1983.)
E-2 54 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.02* Amendments Two through Seven to Meyer Employment Agreement. (Incorporated herein by reference to Exhibit 10.02 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Exhibit 10.03 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Exhibit 1 to Grey's Current Report on Form 8-K, dated May 9, 1988, filed with the SEC pursuant to Section 13 of the 1934 Act, Exhibit 2 to Grey's Current Report on Form 8-K, dated May 9, 1988, filed with the SEC pursuant to Section 13 of the 1934 Act. Exhibit I to Grey's Current Report on Form 8-K, dated June 9, 1989, filed with the SEC pursuant to Section 13 of the 1934 Act and Exhibit 10.07 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 respectively.) 10.03* Amendment and Extension Agreement, to Meyer Employment Agreement, dated March 22, 1995, by and between Grey and Edward H. Meyer. (Incorporated herein by reference to Exhibit 10.03 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.) 10.04* Deferred Compensation Trust Agreement dated March 22, 1995 ("Trust Agreement"), by and between Grey and United States Trust Company of New York. (Incorporated herein by reference to Exhibit 10.04 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.) 10.05* First Amendment to Trust Agreement, dated as of February 26, 1996, by and between Grey and United States Trust Company of New York.
E-3 55 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.06* Pension Agreement, dated as of May 9, 1988, between Grey and Edward H. Meyer. (Incorporated herein by reference to Exhibit 3 to Grey's Current Report on Form 8-K, dated May 9, 1988 filed with the SEC pursuant to Section 13 of the 1934 Act.) 10.07* Employment Agreement, dated as of December 21, 1990, by and between Grey and Stephen A. Novick. (Incorporated herein by reference to Exhibit 10.11 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.) 10.08* Amendment to Employment Agreement, dated as of April 26, 1994, by and between Grey and Stephen A. Novick. (Incorporated herein by reference to Exhibit 10.07 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.) 10.09* Employment Agreement, dated as of December 1, 1992, by and between Grey and Robert L. Berenson. (Incor- porated herein by reference to Exhibit 10.05 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) 10.10* Employment Agreement, dated as of January 1, 1993 by and between Grey and Barbara S. Feigin. (Incorporated herein by reference to Exhibit 10.06 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1993.)
E-4 56 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.11* Grey Advertising Inc. Book Value Pre- ferred Stock Plan, as amended. (Incorporated herein by reference to Exhibit 4.1 to Grey's Current Report on Form 8-K, dated June 14, 1983, filed with the SEC pursuant to Section 13 of the 1934 Act.) 10.12* Grey Advertising Inc. Amended and Re- stated Senior Executive Officer Pension Plan. (Incorporated herein by reference to Exhibit 10.08 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1984.) 10.13* Grey Advertising Inc. 1993 Senior Man- agement Incentive Plan. (Incorporated herein by reference to Exhibit A to the Proxy Statement for Grey's Annual Meeting of Stockholders dated June 27, 1994.) 10.14* Grey Advertising Inc. Restricted Stock Plan, as amended and restated as of April 3, 1986. (Incorporated herein by reference to Exhibit 4.03 to Grey's Registration Statement on Form S-8, filed with the SEC pursuant to Section 6(a) of the '33 Act.) 10.15* Stock Option Agreement, dated as of October 13, 1984, by and between Grey and Edward H. Meyer ("Meyer 1984 Option Agreement"). (Incorporated herein by reference to Exhibit 10.15 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.) 10.16* Extension Agreement, dated as of March 27, 1992, by and between Grey and Edward H. Meyer, relating to the Meyer 1984 Option Agreement. (Incorporated herein by reference to Exhibit 10.13 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.)
E-5 57 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.17* Amendment One to Meyer 1984 Option Agreement, dated as of December 29, 1992. (Incorporated herein by reference to Exhibit 10.14 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) 10.18 Notice of Exercise, dated December 29, 1992, from Edward H. Meyer to Grey pursuant to the Meyer 1984 Option Agreement. (Incorporated herein by reference to Exhibit 10.15 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) 10.19 Promissory Notes I and II, dated as of December 29, 1992, from Edward H. Meyer to Grey, delivered pursuant to the Meyer 1984 Option Agreement. (Incorporated herein by reference to Exhibit 10.16 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) 10.20* Stock Option Agreement, effective as of January 5, 1995, by and between Grey and Edward H. Meyer. (Incorpor- ated herein by reference to Exhibit 13 to Amendment No. 8 to the Statement on Schedule 13D, dated as of March 10, 1995, filed by Edward H. Meyer.) 10.21 Registration Rights Agreement, dated as of June 5, 1986, between Grey and Edward H. Meyer. (Incorporated herein by reference to Exhibit 12 to Amendment No. 8 to the Statement on Schedule 13D, dated as of March 10, 1995, filed by Edward H. Meyer.)
E-6 58 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.22* Grey Advertising Inc. Incentive Stock Option Plan, as amended and restated as of April 3, 1986. (Incorporated herein by reference to Exhibit 4.04 to Grey's Registration Statement on Form S-8 filed with the SEC pursuant to Section 6(a) of the '33 Act.) 10.23* Grey Advertising Inc. 1987 Stock Option Plan. (Incorporated herein by reference to Exhibit 10.24 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1988.) 10.24* Grey Advertising Inc. 1994 Stock Incen- tive Plan. (Incorporated herein by refer- ence to Exhibit B to the Proxy Statement for Grey's 1994 Annual Meeting of Stockholders, dated June 27, 1994.) 10.25* Note Agreement, dated as of January 19, 1993, by and between Grey and The Prudential Insurance Company of America. (Incorporated herein by reference to Exhibit 10.21 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.) 10.26* Bonuses - Grey has paid bonuses to certain of its executive officers (including those who are directors) and employees in prior years including 1993, and may do so in future years. Bonuses have been and may be in the form of cash, shares of stock or both although Grey presently does not have any plans to pay stock bonuses. Bonuses are not granted pursuant to any formal plan.
E-7 59 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.27* Directors' Fees - It is the policy of Grey to pay each of its non-employee directors a fee of $4,500 per fiscal quarter and a fee of $3,000 for each meeting of the Board of Directors attended. This policy is not embodied in any written document. 10.28* Deferred Compensation Agreement, dated December 23, 1981, between Grey and Mark N. Kaplan, regarding deferral of payment of director's fees to which Mr. Kaplan may become entitled. (Incorporated herein by reference to Exhibit 10.18 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1982.) 10.29* On March 23, 1978, Grey's Board of Directors, at a meeting thereof held on such date, approved an arrangement whereby Grey is required to accrue for Edward H. Meyer, the difference between the amount contributed by Grey on behalf of Mr. Meyer under the Profit Sharing Plan and Grey's Employee Stock Owner- ship Plan, and the amount which would have been contributed to such plans on his behalf had such plans not contained maximum annual limitations on contributions and credits, as required by the Employee Retire- ment Income Security Act of 1974. Such accrual is to be paid to Mr. Meyer as if it had been contributed to his account under the Profit Sharing Plan. Such arrangement is not embodied in any written document.
E-8 60 INDEX TO EXHIBITS
Number Assigned to Exhibit (i.e. 601 of Regulation S-K) Description of Exhibits - ------------------ ----------------------- 10.30 Lease, dated as of July 1, 1978 by and between Grey and William Kaufman and J. D. Weiler, regarding space at 777 Third Avenue, New York, New York ("Main Lease"). (Incorporated herein by reference to Exhibit 10.21 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1982.) 10.31 First through Fourteenth Amendments to Main Lease (Incorporated herein by re- ference to Exhibits 10.22, 10.23, 10.24, 10.25, 10.26, 10.27, 10.28 and 10.29 to Grey's Annual Report on Form 10-K for the fiscal year ended Decem- ber 31, 1982, Exhibit 10.30 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1983, Exhibits 10.33 and 10.34 to Grey's Annual Report on Form 10-K for the fiscal year ended Decem- ber 31, 1984, Exhibits 10.35 and 10.36 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, and Exhibit 10.36 to Grey's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 respectively.) 11.01 Statement re: Computation of Net Income (Loss) Per Share. 21.01 Subsidiaries of Grey. 24.01 Consent of Independent Auditors 27.01 Financial Data Schedule *Management contract or compensatory plan or arrangement identified in compliance with Item 14(c) of the rules governing the preparation of this report.
10K-Exhibits E-9 EX-10.5 2 FIRST AMENDMENT TO TRUST AGREEMENT 1 EXHIBIT 10.05 FIRST AMENDMENT TO GREY ADVERTISING INC. DEFERRED COMPENSATION TRUST This First Amendment (the "First Amendment"), made as of the 26th day of February, 1996, by and between Grey Advertising Inc. (the "Company") and United States Trust Company of New York (the "Trustee"); WHEREAS, the Company and the Trustee entered into the Grey Advertising Inc. Deferred Compensation Trust (the "Trust Agreement"), dated as of March 21, 1995; WHEREAS, the Company desires to amend the Trust Agreement and, in accordance with Section 12 of the Trust Agreement, is permitted to do so with the consent of the Executive; NOW, THEREFORE, the parties are entering into this First Amendment and hereby agree as follows: 1. Section 5 of the Trust Agreement is hereby amended in its entirety to read as follows: Section 5. Accounts and Investment Authority (a) Contributions to the Trust on behalf of the Executive and any interest and earnings thereon shall be credited, and any distribution from the Trust or 2 losses thereon shall be debited, to an account (the "Trust Account") established and held by the Trustee for the Executive. Assets held in the Trust shall be invested by the Trustee or any sub-agent designated by the Company with the consent of the Executive (a "Sub-agent") in Permitted Assets as directed by the Company or, in the absence of such direction, in Permitted Assets of the type referred to in clause (ii) of the next sentence (except that the Trustee may invest in Permitted Assets of the type referred to in clause (iii) of the next sentence until such time as assets of the type referred to in clause (ii) may be purchased). For purposes of the preceding sentence, "Permitted Assets" shall mean one or more of the following alone or in combination: (i) cash; or (ii) direct obligations of the United States of America or agencies of the United States of America or obligations unconditionally and fully guaranteed as to principal and interest by the United States of America, in each case maturing within five years or less from the date of acquisition; or (iii) negotiable certificates of deposit (in each case maturing within five years or 2 3 less from the date of acquisition) issued by a commercial bank organized and existing under the laws of the United States of America or any state thereof having a combined capital and surplus of at least $1,000,000,000; (iv) corporate debt obligations such as bonds, debentures and commercial paper of investment grade as rated within the four highest ratings of Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), and maturing within five years or less from the date of acquisition; (v) a commingled fund maintained by the Trustee which invests in (i)-(iv) above; or (vi) other assets or classes of assets selected by the Company with the consent of the Executive. The Trustee shall not be liable for failure to maximize the income earned on that portion of the Trust as is from time to time invested or reinvested as set forth above, nor for any loss of income due to liquidation of any investment which the Trustee, in its sole discretion, believes necessary to make payments or to reimburse expenses under the terms of this Trust. 3 4 (b) In no event may the Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by the Company or any affiliate, other than a de minimis amount held in common investment vehicles in which the Trustee invests. 2. Section 8 of the Trust Agreement is hereby amended in its entirety to read as follows: Section 8. Responsibility of Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken by the Trustee or a Sub-agent pursuant to a direction, request or approval given by the Company or the Executive that is contemplated by, and in conformity with, the terms of the Deferred Compensation Agreement or this Trust. In the event of a dispute between or among the Company, the Executive and the Trustee, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. 4 5 (b) The duties and responsibilities of the Trustee shall be limited to those expressly set forth in this Trust, and no implied covenants or obligations shall be read into this Trust against the Trustee. (c) If, pursuant to Section 3 hereof or other- wise, all or any part of the Trust is at any time attached, garnished, or levied upon by any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by a court affecting such property or any part thereof, then and in any of such events the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, and it shall not be liable to the Company (or any of its subsidiaries), or the Executive by reason of such compliance even though such order, writ, judgment or decree subsequently may be reversed, modified, annulled, set aside or vacated. (d) The Trustee shall not be liable for any act taken or omitted to be taken hereunder if taken or omitted to be taken by it in good faith. The Trustee shall also be fully protected in relying upon any notice given hereunder which it in good faith believes to be 5 6 genuine and executed and delivered in accordance with this Trust. (e) The Trustee may consult with legal counsel and certified public accountants to be selected by it, and the Trustee shall not be liable for any action taken or suffered by it in accordance with the advice of such counsel or accountants. (f) The Company shall indemnify and hold harmless the Trustee from and against any and all damages, losses, claims or expenses as incurred (including expenses of investigation and fees and disbursements of counsel and of certified public accountants to the Trustee) arising out of or in connection with the performance by the Trustee of its duties hereunder, including in connection with any action taken by a Sub-agent. Any amount payable to the Trustee under Section 9 or this paragraph (f) and not previously paid by the Company shall be paid by the Company promptly upon demand therefor by the Trustee or, if the Trustee so chooses in its sole discretion, from the Trust. If the payment is made hereunder to the Trustee from the Trust, the Trustee shall promptly notify the Company in writing of the amount of such payment. Upon receipt of such notice, the Company shall deliver to the Trustee, to be held in the 6 7 Trust, cash in an amount equal in value to the amount of any payments made from the Trust to the Trustee pursuant to this paragraph (f). The failure of the Company to transfer any such amount shall not in any way impair the Trustee's right to indemnification, reimbursement and payment pursuant to Section 9 or this paragraph (f). (g) The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein. (h) Notwithstanding any power granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended. 3. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Trust Agreement. 4. Except as expressly amended hereby, all of the terms and provisions of the Trust Agreement shall remain unchanged and continue in full force and effect and the parties hereto shall be entitled to all of the 7 8 applicable benefits thereof and shall be responsible for all of their respective obligations thereunder. 5. On and after the date hereof each reference in the Trust Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Trust Agreement shall mean and be a reference to the Trust Agreement as amended hereby. 6. This Amendment may be executed in counterparts, both of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 7. This First Amendment shall be construed in accordance with and governed by the laws of New York, without regard to its conflicts of law principles. 8 9 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written. GREY ADVERTISING INC. By: /s/ Steven G. Felsher -------------------------------- Name: Steven G. Felsher Title: Executive Vice President UNITED STATES TRUST COMPANY OF NEW YORK, Trustee By: /s/ Harriet Friday Leahy -------------------------------- Name: Harriet Friday Leahy Title: Vice President Consented and Agreed to as of the date first above written By /s/ Edward H. Meyer -------------------------------- Edward H. Meyer 9 EX-11.01 3 STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE 1 GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES EXHIBIT -11.01 STATEMENT RE: COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE
FOR THE YEAR ENDED DECEMBER 31, ------------------------------ 1995 1994 ------------------------------ PRIMARY Average shares outstanding(1) 1,269,888 1,269,246 Net effect of dilutive stock options- based on the treasury stock method using average market price 25,294 16,359 ------------------------------ TOTAL 1,295,182 1,285,605 ============================== Net Income (Loss) $ 23,438,000 $(21,378,000) Less: Effect of dividend requirements and the change in redemption value of redeemable preferred stock (1,698,000) (1,137,000) ------------------------------ NET EARNINGS USED IN COMPUTATION $ 21,740,000 $(22,515,000) ============================== Per share amount $16.79 $(17.51) ============================== FULLY DILUTED Average shares outstanding(1) 1,269,888 1,269,246 Net effect of dilutive stock options- based on treasury stock method using the period-end market price, if higher than average market price 32,961 16,583 Assumed conversion of 8.5% convertible subordinated debentures issued December 1983 51,000 51,000 ------------------------------ TOTAL 1,353,849 1,336,829 ============================== Net Income (Loss) $ 23,438,000 $(21,378,000) Less: Effect of dividend requirements and the change in redemption value of redeemable preferred stock (1,698,000) (1,137,000) Add: 8.5% convertible subordinated debentures interest net of income tax effect 139,000 139,000 ------------------------------ NET EARNINGS USED IN COMPUTATION $ 21,879,000 $(22,376,000) ============================== Per share amount $16.16 * ==============================
* Antidilutive (1) Includes 54,024 shares and 28,167 shares for 1995 and 1994, respectively, expected to be issued pursuant to the terms of the Senior Management Incentive Plan. EX-21.01 4 SUBSIDIARIES OF GREY 1 EXHIBIT 21.01 SUBSIDIARIES OF GREY (as of March 1, 1996)
Name Jurisdiction of Organization - ---- ---------------------------- Alonso y Asociados S.A. Mexico AS Grey Oy Finland Beaumont-Bennett Inc. New York CR & Grey Advertising Pte. Ltd. Singapore CSS & Grey Cyprus Cenajans Grey Reklamcilik A.S. Turkey Creative Collaboration Grey S.A. Switzerland Crescendo Productions Inc. New York Dialogic S.A. Belgium Dorland & Grey S.A. Belgium Dorland & Grey S.A. France Esfera Grey, S.A. Columbia Fischer-Grey, C.A. Venezuela FOVA Inc. Delaware G2 Advertising Inc. California GCG Norge A/S Norway GCG Scandinavia A/S Denmark GCI Group Inc. New York GEM F&C Inc. California Great Productions Inc. Delaware Great Spot Films Ltd. Delaware Grey Advertising (Hong Kong) Ltd. Hong Kong Grey Advertising (NSW) Pty. Limited Australia
-1- 2 EXHIBIT 21.01 SUBSIDIARIES OF GREY (as of March 1, 1996)
Name Jurisdiction of Organization - ---- ---------------------------- Grey Advertising (New Zealand) Ltd. New Zealand Grey Advertising de Venezuela, C.A. Venezuela Grey Advertising (Victoria) Pty. Ltd. Australia Grey Advertising Inc. Maryland Grey Advertising Ltd. Canada Grey Argentina S.A.C. y de P. Argentina Grey Athens Advertising S.A. Greece Grey Australia Pty. Limited Australia Grey Austria GmbH Austria Grey Chile S.A. Chile Grey Communications Group A/S Denmark Grey Communications Group B.V. The Netherlands Grey Communications Group Ltd. United Kingdom Grey-Daiko Advertising, Inc. Japan Grey Denmark A/S Denmark Grey Diciembre S.A. Uruguay Grey Direct Inc. Delaware Grey Direct International GmbH Germany Grey Directory Marketing Inc. Delaware Grey Dusseldorf GmbH Co. Kommanditgesellschaft Germany Grey Entertainment Inc. New York Grey Espana S.A. Spain Grey GMBH Germany
-2- 3 EXHIBIT 21.01 SUBSIDIARIES OF GREY (as of March 1, 1996)
Name Jurisdiction of Organization - ---- ---------------------------- Grey Holding S.A. Belgium Grey Holdings A.B. Sweden Grey Holding GMBH Germany Grey Holdings Pty. Ltd. South Africa Grey IFC Inc. Delaware Grey India Inc. Delaware Grey Advertising (Malaysia) Sdn. Bhd. Malaysia Grey Media Connections Inc. New York Grey Mexico, S.A. de C.V. Mexico Grey Peru S.A. Peru Grey Strategic Marketing Inc. Delaware Grey Thailand Co. Ltd. Thailand Greycom SARL France Gross Townsend Frank Hoffman Inc. New York Hwa Wei & Grey Advertising Co. Ltd. Taiwan Indigo Entertainment Inc. Delaware Local Marketing Corporation Ohio Milano e Grey S.p.A. Italy National Research Foundation for Business Statistics, Inc. New York Principal Communications Inc. Delaware Preferred Professionals Inc. New York Rigel Limited Cayman Islands
-3- 4 EXHIBIT 21.01 SUBSIDIARIES OF GREY (as of March 1, 1996)
Name Jurisdiction of Organization - ---- ---------------------------- SEK & Grey Ltd. Finland The Tape Center Inc. Delaware 300 East 42nd Street Promotions, Inc. New York Trace, S.A. Spain Triple Seven Concepts Inc. Delaware Visual Communications Group Inc. New York W&L/Dialog Grey AG Switzerland West Indies & Grey Advertising Inc. Puerto Rico Z&G Grey Comunicacao Ltda. Brazil
-4- EX-24.01 5 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 24.01 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 2-98101, 2-97465 and 33-11253) pertaining to the Incentive Stock Option and Restricted Stock Plans of Grey Advertising Inc. of our report dated February 7, 1996 on the consolidated financial statements of Grey Advertising Inc. and consolidated subsidiary companies included in the Annual Report (Form 10-K) for the year ended December 31, 1995. ERNST & YOUNG LLP New York, New York March 29, 1996 EX-27 6 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995 AND THE AUDITED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995 OF GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1995 DEC-31-1995 134,313 20,419 495,349 0 0 746,144 168,495 93,789 955,137 739,587 30,000 8,986 0 1,432 126,231 955,137 688,219 688,219 0 0 637,979 0 8,928 54,327 26,966 23,438 0 0 0 23,438 16.79 16.16
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