Kupper Parker Communications Inc – ‘PRES14A’ for 7/10/97

As of:  Thursday, 6/5/97   ·   For:  7/10/97   ·   Accession #:  950123-97-4836   ·   File #:  0-17468

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Greenstone Roberts Advertising: Special Meeting       12     38K 

Document Table of Contents

PRES14A
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

 (Amendment No. ___)

Filed by the Registrant [ X ]                                                   
Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only                                
(as permitted by Rule 14a-6(e)(2))                                    
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)                       
or Section 240.14a-12                                       

GREENSTONE ROBERTS ADVERTISING, INC.
(Name of Registrant as Specified in Its Charter)

(NAME OF PERSON(S) FILING PROXY STATEMENT,
 IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

(1) Title of each class of securities to which transaction          
applies:                                                                        

(2) Aggregate number of securities to which transaction             
applies:                                                                        

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

(4) Proposed maximum aggregate value of transaction:                

(5) Total fee paid:                                                 

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[ ] Fee previously paid with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

(1)  Amount Previously Paid:                                  

(2)  Form, Schedule or Registration Statement No.:            

(3)  Filing Party:                                            

(4)  Date Filed:                                              

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GREENSTONE ROBERTS ADVERTISING, INC.

----------------------------

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

----------------------------

NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of    
GREENSTONE ROBERTS ADVERTISING, INC. (the "Company") will be held at One        
Huntington Quadrangle, Melville, New York 11747, on July 29, 1997 at 10:00 a.m.,
New York time, for the following purposes:                                      

         1. To approve a reverse stock split of 1 for 10 shares of Common Stock.

   2. To consider and act upon any other business as may properly be
brought before the meeting, and any adjournments or postponements thereof, in   
connection with the foregoing or otherwise.                                     

         Shareholders of record at the close of business on June 2, 1997 will be
entitled to notice of and to vote at the meeting.                               

                    By order of the Board of
                                  Directors,

            Anthony V. Curto
     Secretary

Dated:   Melville, New York                                                     
June    , 1997                                                

------------------------------------------------------------------

        If you do not expect to be present at the meeting and wish your shares
to be voted, please date, sign and mail the accompanying form of proxy as       
promptly as possible in the enclosed envelope addressed to the Company's        
Transfer Agent.                                                                 

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GREENSTONE ROBERTS ADVERTISING, INC.
 ONE HUNTINGTON QUADRANGLE
MELVILLE, NEW YORK 11747

----------------------------
 PROXY STATEMENT
----------------------------

     The accompanying proxy is solicited by the Board of Directors of Greenstone
Roberts Advertising, Inc., a New York corporation (the "Company"), on behalf of 
the Company for use at the Special Meeting of Shareholders to be held at One    
Huntington Quadrangle, Melville, New York 11747, on July 29, 1997 at 10:00 a.m.,
New York time, and any adjournments or postponements thereof, at which          
shareholders of record on June 2, 1997 will be entitled to vote. On June 2,     
1997, the Company had outstanding 7,453,918 shares of Common Stock, par value   
$.01 per share (the "Common Stock"). The Common Stock is the only outstanding   
class of voting securities of the Company. Each shareholder will be entitled to 
one vote for each share of Common Stock held.                                   

  The costs of soliciting proxies will be borne by the Company. Such costs
will including charges by the transfer agent for mailing, costs of printing, and
charges by brokers and other custodians, nominees and fiduciaries for forwarding
proxies and proxy material to beneficial owners of shares. Solicitation may be  
made by mail, personally, by telephone or telegraph, by officers, directors and 
regular employees of the Company; such persons will not be separately           
compensated for such solicitation.                                              

   The shares represented by an executed form of the accompanying proxy will
be voted as directed with respect to the reverse stock split or, if no          
direction is indicated, will be voted in favor of the of the reverse stock      
split. Each proxy executed and returned by a shareholder may be revoked at any  
time thereafter except as to any matter or matters upon which, prior to such    
revocation, a vote shall have been cast pursuant to the authority conferred by  
such proxy. Subject to the foregoing, a shareholder may revoke his proxy by     
executing another proxy at a later date, by notifying the Secretary of the      
Company in writing of his revocation or by attending and voting at the Special  
Meeting.                                                                        

Shareholders may vote For the proposal, vote Against the proposal or  
Abstain from voting with respect to the proposal. Assuming a quorum is present, 
the affirmative vote of a majority of the votes cast by the holders of the      
shares of Common Stock entitled to vote will be required to act on all proposals
that come before the Special Meeting. Abstentions and broker non-votes (when a  
nominee holding shares for a beneficial owner has not received voting           
instructions from the beneficial owner with respect to a particular matter and  
such nominee does not possess or choose to exercise discretionary authority with
respect thereto) will be                                                        

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included in the determination of the number of shares of Common Stock present at
the meeting for quorum purposes. However, abstentions and broker non-votes will 
not be included in the tabulations of votes cast on proposals presented to      
shareholders.                                                                   

     The date of this Proxy Statement is the approximate date on which the Proxy
Statement and the accompanying form of proxy were first sent or given to        
shareholders.                                                                   

PROPOSED REVERSE STOCK SPLIT AND                                                
RELATED AMENDMENT TO CERTIFICATE OF INCORPORATION                               

     The Company's Common Stock is listed on the National Association of
Securities Dealer's Automated Quotations System (the "NASDAQ System"). Under the
NASDAQ rules, to continue listing on the NASDAQ System, a company must have and 
maintain, among other things, a minimum bid price per share of $1.00.           

      As of the date of this Proxy Statement, the Company is in compliance
with all of the NASDAQ requirements, except the requirement for a minimum bid   
price of $1.00 per share. The Board of Directors has determined that continued  
listing of the Company's Common Stock on the NASDAQ System is in the best       
interests of the holders of the Common Stock. If the Common Stock were to be    
disqualified for listing on the NASDAQ System, the Common Stock would continue  
to be traded only in the "pink sheets" maintained by the National Quotation     
Bureau, Inc., which is generally considered to be a less efficient market than  
the NASDAQ System. While not necessarily related to listing of the Common Stock 
on the NASDAQ System, the price of the Company's Common Stock and, the Board of 
Directors believes, the volume of trading in the Common Stock have increased    
significantly since the Common Stock has been listed on the NASDAQ System. In   
addition, much more stringent initial requirements would have to be met in the  
future to relist the Common Stock on the NASDAQ System.                         

     On April 18, 1997 NASDAQ wrote the Company requiring the Company to
submit by July 18, 1997 a plan to comply with the minimum bid price             
requirement. To prevent the Common Stock from being delisted from the NASDAQ    
System due to the minimum price requirement of $1.00 per share, the Board of    
Directors has determined to ask that the Company's stockholders approve a       
proposal that would authorize the Board of Directors to cause to be filed an    
amendment to the Articles of Incorporation to effect a reverse 1-for-10 stock   
split ("Reverse Stock Split"). The complete proposal and amendment to the       
Articles of Incorporation are set forth in Appendix A to this Proxy Statement.  

 The Board of Directors recognizes that reverse stock splits are
sometimes believed to result in a decrease in the aggregate market value of an  
issuer's common stock. The Board of Directors                                   

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believes, however, that this possible negative impact is outweighed by what it  
perceives to be a greater negative impact upon aggregate market valuation of    
delisting the Common Stock from the NASDAQ System.                              

Certain Effects of a Reverse Stock Split                                        

   The Company is currently authorized to issue 31,000,000 shares of
Common Stock, of which at the close of business on June 2, 1997 10,600,000 were 
issued (including 3,146,082 shares of treasury stock) and 7,453,918 shares were 
outstanding. If a reverse 1-10 stock split is effected, the number of authorized
shares would remain the same, but the number of shares issued and outstanding   
would be decreased to approximately 1,060,000 issued shares and approximately   
745,400 outstanding shares. With the exception of the number of issued and      
outstanding shares, the rights and preferences of the shares of Common Stock of 
the Company before and after the Reverse Stock Split will remain the same. If   
the Reverse Stock Split is effected, it is not anticipated that the financial   
condition of the Company, the percentage ownership of management, the number of 
stockholders of the Company, or any other aspect of the Company's business      
would materially change as a result of the Reverse Stock Split.                 

    The result of any Reverse Stock Split effected due to the proposed
amendment would be that stockholders of the Company who own ten (10) or more    
shares of Common Stock will receive one share of new Common Stock for each ten  
(10) shares of Common Stock held at the time of the Reverse Stock Split, and one
additional share in lieu of the issuance of fractional shares of new Common     
Stock. Stockholders of the Company who own fewer than ten (10) shares of Common 
Stock on the date of the Reverse Stock Split is effected will be entitled to    
receive one (1) Share of new Common Stock in lieu of receiving fractional shares
resulting from the Reverse Stock Split.                                         

Federal Income Tax Consequences                                                 

         THE FOLLOWING DISCUSSION SUMMARIZING CERTAIN FEDERAL INCOME TAX AND NEW
YORK STATE TAX CONSEQUENCES IS BASED ON CURRENT LAW AND IS INCLUDED FOR GENERAL 
INFORMATION ONLY. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE  
FEDERAL, STATE, LOCAL AND FOREIGN TAX EFFECTS OF THE REVERSE STOCK SPLIT IN     
LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.                                        

     The receipt of new Common Stock solely in exchange for Common Stock
will not generally result in recognition of gain or loss to the stockholder. The
adjusted tax basis of the stockholder's new Common Stock will be the same as    
the stockholder's adjusted tax basis in the exchanged Common Stock. The holding 
period of New Common Stock received solely in exchange for Common Stock will    
include the stockholder's holding period in the exchanged Common                

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Stock. No gain or loss will be recognized by the Company upon the Reverse Stock 
Split.                                                                          

Exchange of Certificates in the Event of a Reverse Stock Split                  

        If the proposal is approved by the stockholders, the Company will file
an amendment to its Articles of Incorporation with the New York Secretary of    
State. The Reverse Stock Split would become effective on the date of that filing
(the "Effective Date"). The Company intends to use its transfer agent, American 
Stock Transfer and Trust Company, as its exchange agent in effecting the        
exchange of certificates in the event of a Reverse Stock Split.                 

       As soon as practicable after the Effective Date, stockholders will be
notified and requested to surrender their certificates representing their shares
of Common Stock to the Company in exchange for certificates representing shares 
of new Common Stock. Commencing with the Effective Date, each certificate       
representing shares of Common Stock will be deemed, for all corporate purposes, 
to evidence ownership of shares of new Common Stock. If a stockholder owns fewer
than ten (10) shares of Common Stock or holds a number of shares not evenly     
divisible by ten (10), that shareholder will receive an additional share of new 
Common Stock in lieu of receiving fractional shares of new Common Stock.        

 For the purpose of determining ownership of Common Stock at the
Effective Date, shares will be considered to be held by the person in whose name
those shares are registered on the stock records of the Company, regardless of  
the beneficial ownership of those shares. For example, if certain shares are    
registered in the name of a husband and his wife, those two amounts of shares   
will be treated separately and as held by two different stockholders for the    
purposes of determining ownership of Common Stock at the Effective Date.        

      No service charges will be payable by stockholder in connection with
the exchange of certificates, all expenses of which will be borne by the        
Company.                                                                        

Stockholder Approval.                                                           

      The proposal to authorize the Board of Directors to effect a Reverse
Stock Split upon the occurrence of certain conditions must be approved by       
holders of a majority of the Company's outstanding shares of Common Stock       
entitled to vote at the Special Meeting.                                        

         Under New York law, shareholders are not entitled to dissenter's rights
of approval with respect to the proposed amendment to the Company's Certificate 
of Incorporation to effect a reverse stock split.                               

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       The Board of Directors have unanimously approved the proposal, and it
is believed that all officers and directors of the Company will vote their      
respective shares in favor of the proposal.                                     

  The enclosed proxy will be voted with respect to the proposal in
accordance with the instructions specified in the space provided on the proxy   
form. If no instructions are given, proxies will be voted FOR approval of the   
proposal.                                                                       

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF FOR THE PROPOSAL.               

PRINCIPAL SHAREHOLDERS                                                          

    The following table sets forth the number of shares of Common Stock of the
Company beneficially owned as of June 2, 1997, and the percentage of the        
outstanding shares of Common Stock so held, by (i) each beneficial owner of more
than five percent of Common Stock, (ii) each person who is a Director or nominee
of the Company, (iii) each executive officer of the Company named in the Summary
Compensation Table set forth herein and (iv) all Directors and executive        
officers as a group.                                                            

                                                                [Download Table]

                               Number of                      
                               Shares                         
Name of                        Beneficially         Percentage
Beneficial Owner               Owned                 of Class 
--------------------           -----------          ----------
                                                              
Ronald M. Greenstone.......... 2,800,000               38%    

Gary C. Roberts...............   900,000               12%    

Leonard Schrift................   50,000                *%    

Martin S. Sussman..............   30,000 (1)            *%    

Anthony V. Curto...............        0                *%    

Richard Projain................   30,000                *%    

All Directors and executive                                   
  officers as a group                                         
  (6 persons)..................3,810,000               51%    

--------------                                                                  

* Less than 1%                                                                  

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(1) Includes 10,000 shares of Common Stock over which the holder has sole voting
power and sole investment power.                                                

OTHER BUSINESS                                                                  

     As of the date of this Proxy Statement, the only business which the
Board of Directors intends to present and knows that others will present, at the
Special Meeting of Shareholders is set forth herein. If any other matter or     
matters are properly brought before the Special Meeting of Shareholders or any  
adjournment or postponement thereof, it is the intention of the persons named in
the accompanying form of proxy to vote on such matters in accordance with his   
judgment.                                                                       

 * * *

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                                                                      APPENDIX A

   PROPOSAL TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO FILE AN
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO EFFECT A 1-FOR-10       
REVERSE SPLIT OF THE COMPANY'S COMMON STOCK                                     

RESOLVED, that the Board of Directors is authorized to file an
amendment to the Company's Articles of Incorporation following this proposal to 
effect a reverse 1-for-10 stock split.                                          

 AMENDMENT TO ARTICLE OF THE
 COMPANY'S ARTICLES OF INCORPORATION

    1. The Certificate of Incorporation is amended to effect a reverse
stock split of shares of Common stock of the Corporation, par value $.01 per    
share ("Common Stock") on the basis of issuing one share of Common Stock for    
each ten (10) issued shares of Common Stock, by amending ARTICLE FOURTH of the  
Certificate of Incorporation to read as follows:                                

                      FOURTH. The aggregate number of shares which the
 corporation shall have authority to issue is thirty-one million
        (31,000,000) shares, of which thirty million (30,000,000) shares shall
      be designated Common Shares, par value $.01 par share, and 1,000,000
   shares shall be designated Preferred Shares, $1.00 par value. The
    relative rights, preferences and limitations of the shares of each
class are as follows:                                         

                       (A) The Preferred Shares authorized hereby may be
                    issued (i) in such series and with such voting
                       powers, full or limited, or no voting powers, and
                  such designations, preferences and relative,
                          participating, optional or other special rights, and
                           with such qualifications, limitations or restrictions
                     thereon, as the Board of Directors shall fix by
                           resolution, and (ii) in such number of shares in each
                          series as the Board of Directors shall fix; provided
                       that the aggregate number of all Preferred Shares
                           issued does not exceed the number of Preferred Shares
authorized hereby.        

                             (B) Holders of Common Shares shall be
                       entitled to such dividend, liquidation and voting
                        rights and such other rights and privileges as are
                          provided by the Business Corporation Law, subject to
                      the rights of holders of Preferred Shares issued
                        pursuant to the provisions of paragraph (A) above.

                                   (i)  Upon the filing of this amendment with
                                   the office of the Secretary of State of the

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                                 State of New York, each Common Share, par
                                 value $.01, of the Corporation, issued at
                                  such time, shall be changed into one-tenth
                                 (0.1) of one fully paid and nonassessable
                                   Common Share of the Corporation. In lieu of
                                  the issuance of any fractional shares that
                               would otherwise result from the reverse
                                   stock split effected by this paragraph, the
                                  Corporation shall issue to any stockholder
                               that would otherwise receive fractional
                               shares one (1) additional Common Share.

and further                                                                     

RESOLVED, that following the effectiveness of this amendment, 
certificates for the shares of common stock to be outstanding after the reverse 
stock split shall be issued pursuant to procedures adopted by the Corporation's 
Board of Directors and communicated to those who are to receive new             
certificates; and further                                                       

    RESOLVED, that the Board of Directors of the Corporation may amend
and/or restate the Corporation's certificate of incorporation pursuant to New   
York Business Corporation Law Sections 805 and 807 without approval of the      
stockholders of the Corporation, and may direct the officers of the Corporation 
to take all other acts as they deem necessary to effectuate the foregoing.      

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 PROXY
GREENSTONE ROBERTS ADVERTISING, INC.
Special meeting of Shareholders, July 29, 1997
PROXY SOLICITED BY OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Ronald Greenstone and Gary Roberts, or
either of them, proxy, with full power of substitution, to vote all shares of   
GREENSTONE ROBERTS ADVERTISING, INC. ("GRAI") that the undersigned is entitled  
to vote at the Company's Special Meeting to be held at One Huntington           
Quadrangle, Melville, New York 11747, on July 29, 1997 at 10:00 in the morning, 
New York Time, and at any adjournment thereof, hereby ratifying all that said   
proxy or his substitute may do by virtue hereof, and the undersigned authorizes 
and instructs said proxy to vote as follows:                                    

     1. To give the Board of Directors the authority to file an amendment to the
Restated Certificate of Incorporation of the GRAI to effect a reverse stock     
split of GRAI's common stock, par value $.01 per share ("Common Stock"), on the 
basis of issuing one (1) share of Common Stock in exchange for each ten (10)    
shares of Common Stock currently issued and outstanding.                        

FOR          AGAINST        ABSTAIN 

2. In their discretion, upon any other matters which may properly come
before the meeting or any adjournments thereof.                                 

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL 
BE VOTED FOR PROPOSAL 1 ABOVE, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT,
AND AS THE PROXIES DEEM ADVISABLE ON ANY OTHER MATTERS THAT PROPERLY COME BEFORE
THE MEETING.                                                                    

                  Dated                         , 1997
                 -----------------------

                                                (L.S.)
           -----------------------------
          (Signature of Shareholder)

                                                (L.S.)
           -----------------------------
          (Signature of Shareholder)

Your signature should appear the same as your name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the     
capacity in which signing. When signing as joint tenants, all parties to the    
joint tenancy must sign. When the proxy is given by a corporation, it should be 
signed by an authorized officer.                                                

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED   
ENVELOPE.                                                                       

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
		7/29/97		3		12			8-K,  DEFS14A
		7/18/97		5
For Period End:		7/10/97
Filed on:		6/5/97
		6/2/97		3		8
		4/18/97		5
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