-----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, IHk4svtarKRMPWlx6w0bhdlA4LQFbFB+BfJ+rHZXPJqPkZTXZVhTFMsd+1RddN87 iz1Bbz3knjZdH1o04SCmMA== 0000950172-04-000737.txt : 20040325 0000950172-04-000737.hdr.sgml : 20040325 20040325162812 ACCESSION NUMBER: 0000950172-04-000737 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040325 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: 04690045 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 CENTRAL INDEX KEY: 0000904458 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GREY ADVERTISING INC STREET 2: 777 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462656 MAIL ADDRESS: STREET 1: C/O GREY GLOBAL GROUP INC STREET 2: 777 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 ny525454.txt SC 13D - AMENDMENT NO. 13 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 13) 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 and Securities) 39787M 108 39787M 207 - ------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Edward H. Meyer 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 March 21, 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 3 Pages) SCHEDULE 13D CUSIP No. 39787M 108 (Common Stock) Page 2 of 3 Pages - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edward H. Meyer - ------------------------------------------------------------------------------- (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 U.S.A. - ------------------------------------------------------------------------------- (7) SOLE VOTING POWER 149,158 shares 50,000 shares (issuable upon exercise of exercisable stock options) NUMBER OF SHARES ---------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 11,394 shares held in Employee REPORTING Stock Ownership Plan PERSON WITH (beneficial ownership disclaimed) ---------------------------------------------- (9) SOLE DISPOSITIVE POWER 149,158 shares 50,000 shares (issuable upon exercise of exercisable stock options) ---------------------------------------------- (10) SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,158 shares 50,000 shares (issuable upon exercise of exercisable stock options) - ------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (x) - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.0% (16.7%, including the 50,000 shares issuable upon exercise of options) - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 39787M 207 (Class B Stock) Page 3 of 3 Pages - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edward H. Meyer - ------------------------------------------------------------------------------- (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 U.S.A. - ------------------------------------------------------------------------------- (7) SOLE VOTING POWER 135,617 shares NUMBER OF SHARES ---------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 56,944 shares held in Employee REPORTING Stock Ownership Plan PERSON WITH (beneficial ownership disclaimed) ---------------------------------------------- (9) SOLE DISPOSITIVE POWER 135,617 shares ---------------------------------------------- (10) SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,617 shares - ------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (x) - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 58.4% - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 13 hereby amends and supplements the Statement on Schedule 13D, dated as of June 6, 1976, filed by Edward H. Meyer, as amended by Amendments No. 1 through 12 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" or "Grey"). 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: As of March 21, 2004, Mr. Meyer beneficially owns 149,158 shares of Common Stock (excluding any shares that are issuable upon the exercise of Mr. Meyer's options to purchase shares of Common Stock) and 135,617 shares of Class B Stock, representing approximately 13.0% and 58.4%, respectively, of the Common Stock and Class B Stock outstanding. For purposes of this Item 5, unless otherwise indicated, percentages of outstanding shares are based on the number of shares outstanding as of March 1, 2004. In addition, as more fully described in Item 6 below, Mr. Meyer has been granted two issuances of options to purchase shares of Common Stock. On November 26, 1996, the Company granted Mr. Meyer the 1996 Option (as defined in Item 6) to purchase 20,000 shares of Common Stock at an exercise price of $235.00 per share. The 1996 Option, by its terms, became exercisable as to 6,666 shares as of the 1996 Effective Date (as defined in Item 6), as to an additional 6,667 shares on the first anniversary of the 1996 Effective Date and as to the final 6,667 shares on the second anniversary of the 1996 Effective Date. On January 23, 1998, the Company granted Mr. Meyer the 1998 Option (as defined in Item 6) to purchase 30,000 shares of Common Stock at an exercise price of $332.50 per share. The 1998 Option, by its terms, became exercisable as to 10,000 shares as of the 1998 Effective Date (as defined in Item 6), as to an additional 10,000 shares on the first anniversary of the 1998 Effective Date and as to the final 10,000 shares on the second anniversary of the 1998 Effective Date. Assuming the exercise in full of the 1996 Option and the 1998 Option, Mr. Meyer would beneficially own 199,158 shares of Common Stock, representing 16.7% of the outstanding Common Stock (assuming the shares issuable upon exercise of those options were outstanding for the purposes of the calculation). In addition, Mr. Meyer owns 20,000 shares of Series I Preferred Stock, 5,000 shares of Series II Preferred Stock and 5,000 shares of Series III Preferred Stock, representing 100% of the outstanding shares of each series of Preferred Stock. In accordance with the terms of the Preferred Stock, Mr. Meyer may receive additional shares of Common Stock upon redemption of the 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 11,394 shares of Common Stock and 56,944 shares of Class B Stock (approximately 1.0% and 24.5%, respectively, of the outstanding Common Stock and Class B Stock) held in the ESOP as of March 21, 2004, as to which Mr. Meyer exercises shared voting power by virtue of his membership on the committee charged with its administration. On February 9, 1998, Mr. Meyer received distributions of 3,731 shares of the Company's Common Stock from the ESOP because, under the terms of the ESOP, a member of the plan who attains the age of seventy and one-half years (70 1/2) and who continues in active employment with the Company becomes a recipient of the shares of stock held for his benefit by the ESOP. On March 21, 2004, the voting trust (the "Voting Trust") established pursuant to the Voting Trust Agreement, dated as of February 24, 1986, as amended and restated (the "Voting Trust Agreement") among the several beneficiaries thereunder (the "Beneficiaries"), the Company and Mr. Meyer, as the sole voting trustee (the "Trustee") terminated according to its terms. As such, Mr. Meyer may no longer be deemed to be a beneficial owner of the shares of Common Stock or the shares of Class B Stock which, in Amendment No. 12 to the Statement on Schedule 13D, had been recorded as beneficially owned by Mr. Meyer solely in his capacity as Trustee. After giving effect to the termination of the Voting Trust, the aggregate number of shares of Common Stock, Class B Stock, and Preferred Stock held by Mr. Meyer (including the shares issuable upon the exercise of the 1996 Option and 1998 Option) and the Common Stock and Class B Stock held by the ESOP in the aggregate represents 64.2% of the votes entitled to be cast at a meeting of stockholders of the Company, assuming that the shares issuable upon exercise of the options were outstanding for purposes of the calculation. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The ninth, tenth, eleventh, twelfth, thirteenth and fourteenth paragraphs of Item 6 are deleted and replaced with the following one paragraph: On March 21, 2004, the Voting Trust established pursuant to the Voting Trust Agreement terminated in accordance with its terms. For a more detailed description of the termination of the Voting Trust, reference is made to Amendment No. 16 to the Statement on Schedule 13D, dated as of March 25, 2004, filed by Edward H. Meyer, as Trustee. 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: March 25, 2004 /s/ Edward H. Meyer EDWARD H. MEYER -----END PRIVACY-ENHANCED MESSAGE-----