UNITED STATES
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
Date of Report (Date of earliest event reported): September 13, 2004
(September 11, 2004)
GREY GLOBAL GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-7898 13-0802840
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
777 Third Avenue, New York, New York 10017
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(212) 546-2000
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13.e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 11, 2004, Grey Global Group Inc. (the "Company" or "Grey"), WPP
Group plc ("WPP") and Abbey Merger Corporation, a wholly-owned subsidiary of
WPP ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, the Company will merge with and into Merger Sub with
Merger Sub continuing as the surviving corporation and a wholly owned
subsidiary of WPP (the "Merger").
In connection with the execution of the Merger Agreement, the Company and WPP
entered into an employment agreement with Mr. Edward H. Meyer (the "Employment
Agreement") and Mr. Meyer entered into a voting agreement with WPP and Merger
Sub (the "Voting Agreement"), pursuant to which, among other things, Mr. Meyer
has agreed to vote his shares of the Company's Common Stock, par value $0.01 per
share, and Limited Duration Class B Common Stock, par value $0.01 per share, in
favor of approval and adoption of the Merger Agreement and the transactions
contemplated thereby.
A copy of the Merger Agreement is attached to this report as Exhibit 2.1. A copy
of the Employment Agreement is attached to this report as Exhibit 99.2. A copy
of the Voting Agreement is attached to this report as Exhibit 99.3. The Merger
Agreement, the Voting Agreement, the Employment Agreement and the press release
described below are incorporated herein by reference. The descriptions contained
herein of the Merger Agreement, the Voting Agreement, the Employment Agreement
and the press release, as well as the transactions contemplated by those
documents, are not complete and are qualified in their entirety by reference to
those exhibits.
In connection with the proposed merger, WPP and Grey will prepare a registration
statement on Form F-4 containing a proxy statement/prospectus for the
stockholders of Grey to be filed with the SEC, and each will be filing other
documents regarding the proposed transaction, with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, GREY'S STOCKHOLDERS AND INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT
DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
registration statement containing the proxy statement/prospectus and other
documents will be available free of charge at the SEC's Web site, www.sec.gov.
Stockholders and investors in Grey or WPP will also be able to obtain the proxy
statement/prospectus and other documents free of charge by directing their
requests to Grey, 777 Third Avenue, New York, NY 10017 (212-546-2000) or to WPP,
125 Park Avenue, New York, NY 10017 (212-632-2200).
Grey and its directors and executive officers may be deemed to participate in
the solicitation of proxies in respect of the proposed transactions. Information
regarding Grey's directors and executive officers is available in Grey's
Amendment to their Annual Report on Form 10-K/A for the year ended December 31,
2003, which was filed with the SEC on April 29, 2004. Additional information
regarding the interests of such potential participants will be included in the
proxy statement/prospectus and the other relevant documents filed with the SEC
when they become available.
ITEM 8.01 OTHER EVENTS
On September 13, 2004, the Company issued a press release announcing the signing
of the Merger Agreement, a copy of which is furnished as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 11, 2004, among
WPP Group plc, Abbey Merger Corporation and Grey Global Group Inc.
99.1 Press Release dated September 13, 2004.
99.2 Employment Agreement, dated as of September 11, 2004, among Edward
H. Meyer, Grey Global Group Inc. and WPP Group plc.
99.3 Voting Agreement, dated as of September 11, 2004, among Edward H.
Meyer, WPP Group plc and Abbey Merger Corporation.
SIGNATURES
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 hereunto duly authorized.
GREY GLOBAL GROUP INC.
Date: September 13, 2004 By: /s/ Steven G. Felsher
--------------------------------
Name: Steven G. Felsher
Title: Vice Chairman
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of September 11, 2004,
among WPP Group plc, Abbey Merger Corporation and Grey Global
Group Inc.
99.1 Press Release dated September 13, 2004.
99.2 Employment Agreement, dated as of September 11, 2004, among
Edward H. Meyer, Grey Global Group Inc. and WPP Group plc.
99.3 Voting Agreement, dated as of September 11, 2004, among Edward
H. Meyer, WPP Group plc and Abbey Merger Corporation.