-----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, R7smRE3bnKYIUbiVCcw0HbHeZpvNEZwYZ8gQyjHF/5KEE8KuGisTVxF8NelerR4q XQ9N0xGyM7bTb+HTwNpShQ== 0000950172-04-000044.txt : 20040108 0000950172-04-000044.hdr.sgml : 20040108 20040108165052 ACCESSION NUMBER: 0000950172-04-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREY GLOBAL GROUP INC CENTRAL INDEX KEY: 0000043952 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 130802840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19088 FILM NUMBER: 04515863 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462000 MAIL ADDRESS: STREET 1: 777 THIRD AVE STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: GREY ADVERTISING INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEYER EDWARD H TRUSTEE CENTRAL INDEX KEY: 0000940889 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GREY ADVERTISING STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2125462000 MAIL ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D/A 1 s515583.txt SC 13D/A - AMENDMENT NO. 15 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 15) GREY GLOBAL GROUP INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share Limited Duration Class B Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 39787M 108 39787M 207 - ------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Edward H. Meyer, Trustee c/o Grey Global Group Inc. 777 Third Avenue, New York, NY 10017 (212) 546-2000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Morris J. Kramer, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 January 5, 2004 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: ( ) (Continued on following pages) (Page 1 of 2 Pages) SCHEDULE 13D CUSIP Nos. 39787M 108 (Common Stock) Page 2 of 2 Pages 39787M 207 (Class B Stock) - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Voting Trust established pursuant to a Voting Trust Agreement, dated as of February 24, 1986, as amended and restated - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- (7) SOLE VOTING POWER Voting Trust established 1986: NUMBER OF ----------------------------- SHARES 103,733 shares of Common Stock BENEFICIALLY 127,726 shares of Class B Stock OWNED BY --------------------------------------------------------- EACH (8) SHARED VOTING POWER REPORTING None PERSON --------------------------------------------------------- WITH (9) SOLE DISPOSITIVE POWER None --------------------------------------------------------- (10) SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Voting Trust established 1986: ----------------------------- 103,733 shares of Common Stock 127,726 shares of Class B Stock - ------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 Voting Trust established 1986: ----------------------------- 9.1% of Common Stock 55.0% of Class B Stock - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO ITEM 1. SECURITY AND ISSUER. This Amendment No. 15 hereby amends and supplements the Statement on Schedule 13D, dated as of July 1, 1986, filed by Edward H. Meyer, as Trustee, as amended by Amendments No. 1 through 14 to the Statement on Schedule 13D. This filing relates to the shares of Common Stock, par value $0.01 per share ("Common Stock") and to the shares of Limited Duration Class B Common Stock, par value $0.01 per share ("Class B Stock") (the Common Stock, and Class B Stock being hereinafter collectively referred to as the "Shares"), of Grey Global Group Inc., a Delaware corporation, formerly known as Grey Advertising Inc. (the "Company"). The Company has its principal executive offices at 777 Third Avenue, New York, New York 10017. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated to read as follows: (a)-(c) The aggregate number of Trust Shares held by the Voting Trust as of January 5, 2004 was 103,733 shares of Common Stock (approximately 9.1% of the shares of Common Stock outstanding(1)) and 127,726 shares of Class B Stock (approximately 55.0% of the shares of Class B Stock outstanding) which collectively represents approximately 36.4% of the votes entitled to be cast at a meeting of stockholders of the Company. Mr. Meyer, by virtue of his position as Voting Trustee, may be deemed to have the power to vote the Trust Shares and may therefore be deemed, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act"), to own beneficially such Trust Shares. As of January 5, 2004, each of the Beneficiaries set forth in the following table has deposited Shares in the Voting Trust equal to less than 1% of the total number of (i) shares of Common Stock, (ii) shares of Class B Stock and (iii) votes entitled to be cast at a meeting of stockholders of the Company. Name Address _______________________________________________________________________________ Nancy Bachrach 777 Third Avenue New York, NY 10017 Robert L. Berenson 777 Third Avenue New York, NY 10017 Robert C. Burruss 777 Third Avenue New York, NY 10017 Carolyn Carter 777 Third Avenue New York, NY 10017 Erica H. Feigin 777 Third Avenue New York, NY 10017 Steven G. Felsher 777 Third Avenue New York, NY 10017 Steven G. and Susan Felsher 777 Third Avenue New York, NY 10017 Warren Fischer 777 Third Avenue New York, NY 10017 Richard Krain 777 Third Avenue New York, NY 10017 Neil Kreisberg 777 Third Avenue New York, NY 10017 Kenneth Levy 777 Third Avenue New York, NY 10017 Robert Skollar 777 Third Avenue New York, NY 10017 Milton Weinstock 1572 54th Street Brooklyn, NY 11219 ______________________ (1) Except as otherwise noted herein, the percentages reflected in this Item 5 are based on the number of shares of Common Stock and Class B Stock outstanding as of December 31, 2003, after giving effect to the exercise of the option (the "1995 Option") to purchase 40,000 shares of Common Stock pursuant to the Company's Stock Incentive Plan and the surrender of shares in satisfaction of the exercise price and tax withholding obligations. As of January 5, 2004, each of the Beneficiaries set forth in the following table has deposited Shares in the Voting Trust equal to less than 1% of the total number of (i) shares of Common Stock and (ii) votes entitled to be cast at a meeting of stockholders of the Company; and between 1% and 2% of the total number of shares of Class B Stock. Name Address _______________________________________________________________________________ C. Jeffrey Stein 777 Third Avenue New York, NY 10017 As of January 5, 2004: (A) Anthony E. Meyer and Margaret A. Meyer, each having the address 777 Third Avenue, New York, NY 10017, have each deposited Shares in the Voting Trust equal to less than 1% of the total number of shares of Common Stock; and between 1% and 2% of the total number of (i) shares of Class B Stock and (ii) votes entitled to be cast at a meeting of stockholders of the Company; and (B) Edward H. Meyer, whose address is 777 Third Avenue, New York, NY 10017, has deposited Shares in the Voting Trust equal to (i) approximately 7.2% of the total number of shares of Common Stock, (ii) approximately 47.4% of the total number of shares of Class B Stock and (iii) approximately 31.2% of the total number of votes entitled to be cast at a meeting of stockholders of the Company (exclusive of any voting rights Mr. Meyer may have with respect to the Series I Preferred Stock, Series II Preferred Stock, and the Series III Preferred Stock). Mr. Meyer disclaims beneficial ownership of 7,000 shares of Common Stock and 7,500 shares of Class B Stock held in trust for Mr. Meyer's children, and of 12,103 shares of Common Stock and 56,944 shares of Class B Stock (approximately 1.1% and 24.5%, respectively, of the outstanding Common Stock and Class B Stock) held in the Company's Employee Stock Ownership Plan (the "ESOP"), as to which Mr. Meyer exercises shared voting power by virtue of his membership on the committee charged with its administration. In addition, but excluding the 1995 Option, Mr. Meyer, who is a Beneficiary under the Voting Trust, has the right to acquire an aggregate of 50,000 shares of Common Stock at exercise prices of $235.00 per share and $332.50 per share through the exercise of outstanding options ("Options") within the sixty days following December 31, 2003. Pursuant to the terms of the Amended and Restated 1994 Agreement, the Beneficiaries have severally agreed that, upon exercise, such shares would be transferred into the Voting Trust and held subject to the Amended and Restated 1994 Agreement. However, in light of the scheduled expiration of the Voting Trust on March 21, 2004, no additional Shares are expected to be deposited in the Voting Trust. For similar reasons, the shares issued to Mr. Meyer upon exercise of the 1995 Option and the conversion of the Debentures were not deposited in the Voting Trust. For a more detailed description of the exercise of the 1995 Option and the conversion of the Debentures and their definitions, reference is made to Amendment No. 12 to the Statement on Schedule 13D, filed by Edward H. Meyer. These numbers do not reflect any Shares held by various benefit plans of the Company of which Mr. Meyer is a member of the committees administrating such plans. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 8, 2004 VOTING TRUST established pursuant to the Voting Trust Agreement, dated as of February 24, 1986, as amended and restated /s/ Edward H. Meyer Edward H. Meyer, as Trustee -----END PRIVACY-ENHANCED MESSAGE-----