AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2005
REGISTRATION NO. 333-112208
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREY GLOBAL GROUP INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 13-0802840
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
777 THIRD AVENUE JOHN A. GRUDZINA, ESQ.
NEW YORK, NEW YORK 10017 C/O GREY GLOBAL GROUP INC.
(212) 546-2000 777 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 546-2000
(Address, Including Zip Code, and (Name, Address, Including Zip
Telephone Number, Including Area Code, and Telephone Number,
Code, of Registrant's Principal Including Area Code, of Agent
Executive Offices) for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: This
post-effective amendment deregisters those 5% contingent convertible
subordinated notes due 2033 and any shares of common stock into which such
notes are convertible that remain unsold hereunder as of the date hereof.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
On January 26, 2004, Grey Global Group Inc., a Delaware corporation
("Grey"), filed a registration statement (the "Registration Statement") on
Form S-3 (SEC File No. 333-112208) to register $150,000,000 aggregate
principal amount of its 5% contingent convertible subordinated debentures
due 2033 and 207,183 shares of Grey common stock consisting of (a) 156,055
shares of common stock that were initially issuable upon conversion of the
debentures, (b) 25,564 shares of common stock owned by Edward H. Meyer, and
(c) 25,564 shares of common stock issuable upon conversion of 25,564 shares
of Limited Duration Class B Common Stock owned by Mr. Meyer. The Securities
and Exchange Commission declared the Registration Statement effective on
March 24, 2004. Since that time, from time to time, Grey has filed
prospectus supplements under the Registration Statement to add additional
selling securityholders to the Registration Statement.
Pursuant to an Agreement and Plan of Merger, dated as of September 11,
2004, among WPP Group plc, Abbey Merger Corporation ("Abbey") and Grey, as
amended, Grey was merged with and into Abbey on March 7, 2005. Effective as
of the date hereof, Grey is terminating the offering of securities pursuant
to the Registration Statement. In accordance with an undertaking in the
Registration Statement to remove from registration by means of a
post-effective amendment any of the securities which remain unsold at the
termination of the offering, Grey hereby removes from registration all
securities under the Registration Statement which remain unsold as of the
date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this post-effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York on this 8th day of March, 2005.
GREY GLOBAL GROUP INC.
/s/ Steven G. Felsher
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By: Steven G. Felsher
Title: Vice Chairman, Chief
Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
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/s/ Edward H. Meyer Chairman, President, Chief Executive March 8, 2005
------------------------- Officer and Director (Principal
Edward H. Meyer Executive Officer)
/s/ Steven G. Felsher Vice Chairman, Chief Financial Officer March 8, 2005
------------------------- and Treasurer
Steven G. Felsher (Principal Financial Officer)
/s/ Lester M. Feintuck Senior Vice President and Chief March 8, 2005
------------------------- Accounting Officer (Principal Accounting
Lester M. Feintuck Officer)
/s/ Paul W. G. Richardson
------------------------- Director
Paul W. G. Richardson March 8, 2005
/s/ Kevin Farewell
------------------------- Director March 8, 2005
Kevin Farewell
/s/ Tom Lobene
------------------------- Director March 8, 2005
Tom Lobene
/s/ Thomas O. Neuman
------------------------- Director March 8, 2005
Thomas O. Neuman