-----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, BqR5crv85uFCF4P+IUmobFCJvfIIkl2xXCwXBY5SWVYWYi4hCT1/6RZg9t3rWbb5 VL1ML43TCCuzxbB+KXY+SA== 0000950172-98-000006.txt : 19980107 0000950172-98-000006.hdr.sgml : 19980107 ACCESSION NUMBER: 0000950172-98-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: FILED AS OF DATE: 19980106 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: 8-K SEC ACT: SEC FILE NUMBER: 000-07898 FILM NUMBER: 98501313 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 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 23, 1997 (Date of earliest event reported) GREY ADVERTISING INC. (Exact name of Registrant as specified in its charter) Delaware 0-7898 3-0802340 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 777 Third Avenue, New York, New York 10017 (Address of principal executive offices, including zip code) (212) 546-2000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On December 23, 1997, Grey Advertising Inc. (the "Company") completed the refinancing of its long- term debt pursuant to a note agreement (the "Note Agreement") with The Prudential Insurance Company of America ("Prudential"). The purpose of the refinancing was to raise additional capital through increasing the Company's long-term debt and to obtain a more favorable interest rate. Prior to the refinancing, the Company's outstanding long-term debt was represented by its senior promissory notes (the "Old Notes") held by Prudential, in an aggregate principal amount of $30,000,000, dated January 19, 1993, having a final maturity of January 19, 2000 and bearing interest at the rate of 7.68% per annum. On December 23, 1997, pursuant to the Note Agreement, the Company authorized the issuance of, and Prudential agreed to purchase, the Company's senior promissory notes (the "New Notes") in an aggregate principal amount of $75,000,000, dated December 23, 1997, having a final maturity of December 23, 2005 and bearing interest at the rate of 6.94% per annum. Prudential paid the purchase price for the New Notes by (a) cancelling the Old Notes and crediting the outstanding $30,000,000 principal amount, together with accrued interest, against the $75,000,000 principal amount of the New Notes and (b) paying the balance due under the New Notes to the Company. For further information, reference is made to the press release attached hereto as Exhibit 99.1. The Company plans to use the proceeds of the sale of the New Notes for general corporate purposes. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GREY ADVERTISING INC. By: /s/ Steven G. Felsher Steven G. Felsher Executive Vice President, Secretary and Treasurer Date: January 6, 1998 Index to Exhibits Page Number in Sequential Numbering System Description of Where Exhibit Exhibit Number Exhibits May be Found 99.1 Press release issued 4 by Grey Advertising Inc. on December 23, 1997 EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 GREY ADVERTISING INC. PRESS RELEASE Contact: Steven Felsher 212-546-2440 Toni Lee 212-546-2422 FOR IMMEDIATE RELEASE New York, New York -- December 23, 1997 -- GREY ADVERTISING INC. (NASDAQ-NMS: GREY) today announced that it had refinanced its borrowings with The Prudential Insurance Company of America. Pursuant to the refinancing, Grey has repaid the 7.68% $30,000,000 loan it had taken down in early 1993 and, in turn, borrowed $75,000,000. The new loan has an average maturity of seven years and bears interest at the rate of 6.94%. A Grey spokesperson noted that the company believes the current interest rate environment makes the loan attractive. The proceeds of the loan are to be used for general corporate purposes. Grey is one of the world's leading independent advertising and communications enterprises with $6.5 billion of billings and 376 offices in 87 countries. -----END PRIVACY-ENHANCED MESSAGE-----