<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-K/A

[X]   AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-7898

                             GREY GLOBAL GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      13-0802840
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

     777 THIRD AVENUE, NEW YORK, NEW YORK                          10017
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  212-546-2000

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
             -------------------                 -----------------------------------------
<S>                                            <C>
                     NONE                                           NONE
</TABLE>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to the filing
requirements for the past 90 days.  Yes  [X]  No  [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  Yes  [X]  No  [ ]

     The aggregate market value of the voting stock held by non-affiliates of
registrant was $574,335,312 as at March 1, 2001.

     The registrant had 1,029,763 shares of its common stock, par value $.01 per
share, and 223,659 shares of its Limited Duration Class B Common Stock, par
value $.01 per share, outstanding as at March 1, 2001.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the annual proxy statement to be furnished in connection with
the registrant's 2001 annual meeting of stockholders are incorporated by
reference into Part III.
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<PAGE>   2

     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year ended
December 31, 2000 on Form 10-K as set forth in the pages attached hereto:

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11.  EXECUTIVE COMPENSATION.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          GREY GLOBAL GROUP INC.
                                          (Registrant)

                                          By: /s/   STEVEN G. FELSHER
                                            ------------------------------------
                                            Vice Chairman,
                                            Principal Financial Officer
                                            Secretary and Treasurer

                                          Dated: April 27, 2001

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ("COMPANY").

     Set forth below is certain information concerning the Company's directors:

<TABLE>
<CAPTION>
                                                                                                 PERCENT
                                                                                   NO. OF           OF
                                                                                  SHARES OF       VOTES
                                                                      TERM/        VOTING          CAST
                                                                      OFFICE        STOCK           BY
                                                           DIRECTOR    WILL         OWNED         VOTING
NAME(a)              AGE           OCCUPATION(b)            SINCE     EXPIRE   BENEFICIALLY(c)    SHARES
-------              ---           -------------           --------   ------   ---------------   --------
<S>                  <C>   <C>                             <C>        <C>      <C>               <C>
Mark N. Kaplan.....  71    Of counsel, Skadden, Arps,        1973      2002          2,200(e)        --(f)
                           Slate, Meagher & Flom, LLP,
                           law firm(d)
Edward H. Meyer....  74    Chairman of the Board,            1961      2003        544,880(g)     70.85%
                           President and Chief Executive
                           Officer
Richard Reiss,             Chairman, Georgica Advisors,
  Jr. .............  57    LLC, an investment firm           1999        --(h)       2,000(i)        --(f)
John Shannon.......  64    President, Grey-International     1991      2001          1,000           --(f)
</TABLE>

---------------
 (a) There is no family relationship between any director and any other director
     or executive officer of the Company.

 (b) The positions of Messrs. Meyer and Shannon are with the Company, and each
     has served the Company for more than the past five years.

    Mr. Kaplan also serves on the boards of directors of American Biltrite Inc.,
    autobytel.com inc., Congoleum, Inc., DRS Technologies, Inc., REFAC
    Technology Development Corporation and Volt Information Sciences, Inc.

    Mr. Meyer is also a director of Ethan Allen Interiors, Inc. and Harman
    International Industries, Inc.

    Mr. Reiss is also a director of Lazard Funds, Inc., O'Charley's Inc. and R7S
    Investors LP.
                                        1
<PAGE>   3

 (c) Represents beneficial interests in shares of the Company's Common Stock,
     Class B Stock and Series I, II and III Preferred Stock. Information is as
     of March 1, 2001.

 (d) Skadden, Arps, Slate, Meagher & Flom LLP, a law firm for which Mr. Kaplan
     is of counsel, has provided certain legal services to the Company in 2000
     and 2001.

 (e) Mr. Kaplan owns 1,100 shares of each of Common Stock and Class B Stock.

 (f) Represents less than 1.0% of the votes entitled to be cast.

 (g) Mr. Meyer beneficially owns 104,684 shares of Common Stock and 110,053
     shares of Class B Stock, as to which he, as the Voting Trustee under the
     Voting Trust Agreement (as hereinafter defined), exercises voting power,
     and 20,000 shares of the Series I Preferred Stock, and 5,000 shares of each
     of the Series II and of the Series III Preferred Stock, representing
     approximately 10.2%, 49.2%, 100%, 100% and 100% of each class,
     respectively. Also includes shares held pursuant to the Voting Trust
     Agreement, as to which Mr. Meyer, as the Voting Trustee, exercises voting
     power, and shares of Common Stock and Class B Stock held in the Company's
     Employee Stock Ownership Plan as to which Mr. Meyer exercises shared voting
     power by virtue of his membership on the committee charged with its
     administration. Also includes shares of Common Stock (2.5%) and Class B
     Stock (11.4%) issuable upon conversion of the Company's 8 1/2% Convertible
     Subordinated Debentures owned by Mr. Meyer after giving effect to the
     assumed conversion thereof and shares of Common Stock (7.3%) issuable upon
     exercise of currently exercisable stock options owned by Mr. Meyer and
     shares of Common Stock issuable upon exercise of stock options which are
     exercisable by beneficiaries under the Voting Trust Agreement after giving
     effect to the assumed exercise thereof. Does not include shares of Common
     Stock issuable to beneficiaries under the Voting Trust Agreement upon
     exercise of options which are not presently exercisable.

(h) Mr. Reiss had been elected by the holder of the Series I Preferred Stock and
    serves until the election of his successor.

 (i) Mr. Reiss owns 2000 shares of Common Stock.

     Directors who are not employees of the Company receive a fee of $4,500 per
quarter and a fee of $3,000 for each meeting of the Board attended. Directors
who are also employees receive no remuneration for serving on the Board. Under
an agreement with the Company, Mr. Kaplan has elected to have payment of his
director's fees deferred until he retires from the Board. Members of the Audit
Committee and the Compensation Committee receive $1,000 for attendance at each
meeting of each such committee which does not fall on the same day as a meeting
of the Board. The Company matches on an annual basis up to $10,000 in charitable
contributions made by each non-employee Director.

     Information concerning the Company's executive officers is included in Part
I of this report.

                                        2
<PAGE>   4

ITEM 11.  EXECUTIVE COMPENSATION.

     The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of its Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company with respect to the three most recently completed fiscal
years of the Company:

<TABLE>
<CAPTION>
                                                                 LONG-TERM COMPENSATION
                                      ANNUAL COMPENSATION        -----------------------
                                  ----------------------------     REST.        STOCK      ALL OTHER
NAME AND POSITION                 YEAR   SALARY(2)    BONUS(2)   STOCK($)    OPTIONS(#)     COMP.(1)
-----------------                 ----   ----------   --------   ---------   -----------   ----------
<S>                               <C>    <C>          <C>        <C>         <C>           <C>
Edward H. Meyer.................  2000   $2,900,000   $450,000     -0-         -0-         $1,314,756
  Chairman, President and         1999    2,900,000    250,000     -0-         -0-            912,520
  Chief Executive Officer         1998    2,900,000    400,000     -0-         30,000       1,395,597
Robert L. Berenson..............  2000   $  625,000   $170,000     -0-         -0-         $  292,080
  Vice Chairman,                  1999      625,000    170,000     -0-         -0-            280,659
  General Manager                 1998      625,000    220,000     -0-         -0-            356,597
Steven G. Felsher...............  2000   $  600,000   $250,000   $899,250(3)    1,500      $  261,735
  Vice Chairman,                  1999      425,000    200,000     -0-         -0-            210,884
  Chief Financial Officer,        1998      425,000    144,000     -0-            500         183,649
  Secretary & Treasurer
Stephen A. Novick...............  2000   $  825,000   $100,000     -0-         -0-         $  217,096
  Vice Chairman,                  1999      825,000    100,000     -0-         -0-            205,412
  Chief Creative Officer          1998      825,000    125,000     -0-         -0-            432,401
John Shannon....................  2000   $  555,249   $151,500     -0-         -0-         $   47,156
  President,                      1999      600,730    165,320     -0-         -0-             61,741
  Grey-International              1998      600,730    220,320     -0-            500          82,492
</TABLE>

---------------
(1) All Other Compensation includes: (i) contributions of $6,700 for 2000 to the
    Company's qualified defined contribution plans on behalf of the named
    executives other than Mr. Shannon, who, as a United Kingdom resident,
    participated in local pension programs to which he contributed funds from
    his salary compensation; (ii) amount shown for Mr. Shannon represents
    deferred compensation pursuant to a subsidiary-sponsored program for United
    Kingdom executives; (iii) respective insurance premium expense coverage or
    reimbursement of $74,618, $30,380, $5,035 and $10,396 in 2000, for Messrs.
    Meyer, Berenson, Felsher and Novick; (iv) accruals in the amounts of
    $109,600 for Mr. Meyer in 2000 generally in respect of amounts which would
    have been allocated to Mr. Meyer's accounts under the Company's qualified
    defined contribution programs for such year but for certain limitations
    determined under the federal tax laws; (v) respective allocations under the
    Company's Senior Management Incentive Plan ("SMIP") in 2000 for Messrs.
    Berenson, Meyer, Felsher and Novick of $130,000, $1,123,838, $250,000 and
    $200,000; (vi) $150,000 of loan forgiveness in 1998 and $125,000 of loan
    forgiveness effected for 1999 in respect of Mr. Berenson's indebtedness to
    the Company; and (vii) $200,000 of loan forgiveness effected in early 1999
    in respect to Mr. Novick's indebtedness to the Company.

(2) Includes amounts paid into a deferred compensation trust on Mr. Meyer's
    behalf in 1999 and 2000. (See "Certain Relationships and Related
    Transactions.")

(3) Grant of 1,500 shares of restricted stock pursuant to the Company's 1994
    Stock Incentive Plan, which shares vest at a rate of one-third per year
    beginning on August 7, 2003.

                                        3
<PAGE>   5

AGGREGATE OPTIONS EXERCISED IN 2000 AND STOCK OPTION VALUES AS AT DECEMBER 31,
2000(1)

<TABLE>
<CAPTION>
                                                                                              VALUE OF
                                                                 NUMBER OF                   UNEXERCISED
                                                                UNEXERCISED                 IN-THE-MONEY
                                                                OPTIONS AT                   OPTIONS AT
                             SHARES                          DECEMBER 31, 2000            DECEMBER 31, 2000
                            ACQUIRED         VALUE       -------------------------    -------------------------
NAME                       ON EXERCISE    REALIZED(2)    EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE
----                       -----------    -----------    -------------------------    -------------------------
<S>                        <C>            <C>            <C>                          <C>
Edward H. Meyer..........      --             --                   75,000/0                   $33,122,500/0
Robert L. Berenson.......      --             --                1,667/3,333              $836,000/1,671,500
Steven G. Felsher........                                         833/4,667              $417,750/1,747,250
Stephen A. Novick........      --             --                1,167/2,333              $585,250/1,170,000
John Shannon.............      --             --                  667/1,833                $334,500/827,250
</TABLE>

---------------
(1) All options relate to shares of Common Stock.

(2) "Value Realized" represents the market price of the Common Stock on the date
    of exercise less the exercise price paid.

OPTION GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                            INDIVIDUAL GRANTS
                                 ------------------------------------------------------------------------
                                                       % OF TOTAL
                                                        OPTIONS
                                  NUMBER OF SHARES     GRANTED TO    EXERCISE                  GRANT DATE
                                 UNDERLYING OPTIONS    EMPLOYEES       PRICE                    PRESENT
NAME                                 GRANTED(1)         IN 2000      ($/SHARE)    EXP. DATE     VALUE(2)
----                             ------------------    ----------    ---------    ---------    ----------
<S>                              <C>                   <C>           <C>          <C>          <C>
Steven G. Felsher..............        1,500               6%         $425.00      4/13/10      $358,530
</TABLE>

---------------
(1) Options granted to acquire Common Stock at market price on the date of grant
    under the Company's 1994 Stock Incentive Plan. The options are exercisable
    at a rate of one-third per year beginning on the initial exercise date,
    which for Mr. Felsher is April 13, 2003.

(2) Amounts based on the modified Black-Scholes option prices model with the
    following assumptions: exercise price equal to fair market value on the date
    of grant, ten year option term, interest rate of 6.69% and a dividend rate
    of .94%. There is no assurance that value realized by an optionee will be at
    or near the value estimated by this pricing model. Should the stock price
    not rise above the option price, the optionee will realize no gain.

SENIOR EXECUTIVE OFFICER POST-EMPLOYMENT COMPENSATION PLAN

     The Senior Executive Officer Post-Employment Compensation Plan provides
that certain qualified officers of the Company and its subsidiaries will be
entitled upon retirement at or after the age of 60 to a lifetime supplemental
pension of a maximum of $60,000 per year depending, in part, upon the date of
retirement. Persons who are executive vice presidents of the Company, or more
senior, or are designated senior executive officers of certain of the Company's
subsidiaries, and who have met certain age and length of service requirements,
and have been designated by the Board of Directors of the Company, are
participants under the plan. In addition, a surviving spouse of a recipient of a
pension under the plan is entitled to an annual pension equal to a maximum of
$30,000, depending, in part, upon the date of retirement of the deceased
participant, for the shorter of such spouse's life and 20 years. Each of the
named executives (other than Mr. Shannon) were participants under the plan. In
addition, the Company has certain understandings whereby certain additional
pension amounts may be paid to Messrs. Berenson, Felsher and Novick.
Furthermore, the Company has agreed to make certain payments ("pension
deposits") to a rabbi trust established with the United States Trust Company of
New York which would be used to fund a pension obligation to be payable to Mr.
Meyer over the eleven year period following the normal expiration of his current
employment agreement ("pension period"). Annual pension deposits of $360,000 are
to be made through 2002 contingent on Mr. Meyer's continued employment. The
amount of the pension to be paid to Mr. Meyer will be dependent

                                        4
<PAGE>   6

on, and be limited to, the funds in the rabbi trust during the pension period.
In addition, upon termination of Mr. Meyer's employment prior to the
commencement of the pension period or upon his death, any undistributed funds in
the rabbi trust would be paid to Mr. Meyer or his estate, as the case may be, in
satisfaction of any future obligations with respect to this pension.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     As of March 1, 2001 the Company had outstanding 1,029,763 shares of Common
Stock and 223,659 shares of Class B Stock. To the knowledge of the Board of
Directors as of March 1, 2001 no stockholder owned of record or beneficially
more than 5% of the Company's outstanding Shares of Common Stock, Class B Stock
or Preferred Stock except as indicated below.

<TABLE>
<CAPTION>
                                                                           AMOUNT OF SHARES
                                                                            AND NATURE OF
                                       NAME AND ADDRESS OF RECORD           BENEFICIAL OR      PERCENTAGE
TITLE OF CLASS                            OR BENEFICIAL OWNER              RECORD OWNERSHIP     OF CLASS
--------------                   --------------------------------------    ----------------    ----------
<S>                              <C>                                       <C>                 <C>
Common Stock...................  Edward H. Meyer, as Voting Trustee            138,017(a)         13.4
                                 under a Voting Trust Agreement, dated
                                 as of February 24, 1986, and as
                                 subsequently amended ("Voting Trust
                                 Agreement"), among the Voting Trustee,
                                 the Company and the Beneficiaries of
                                 the
                                 Voting Trust Agreement
                                 777 Third Avenue,
                                 New York, New York 10017
                                 Edward H. Meyer                               205,248(b)         18.2
                                 777 Third Avenue
                                 New York, New York 10017

                                 The committee administering the                29,767(c)          2.9
                                 Company's Employee Stock
                                 Ownership Plan
                                 777 Third Avenue
                                 New York, New York 10017

                                 Ariel Capital Management, Inc.                221,551(d)         21.5
                                 307 North Michigan Avenue
                                 Chicago, Illinois

                                 Brookside Capital Partners Fund, L.P.          57,479(e)          5.6
                                 Two Copley Place
                                 Boston, Massachusetts 02116

                                 Tweedy Browne Company L.P.                     63,568(f)          6.2
                                 52 Vanderbilt Avenue
                                 New York, New York 10017

                                 All executive officers and directors          301,681(g)         26.0
                                 as a group

Class B Stock..................  Edward H. Meyer                               134,791(a)         60.3
                                 Trustee under the Voting Trust
                                 Agreement
                                 777 Third Avenue
                                 New York, New York 10017

                                 Edward H. Meyer                               135,617(b)         54.4
                                 777 Third Avenue
                                 New York, New York 10017
</TABLE>

                                        5
<PAGE>   7

<TABLE>
<CAPTION>
                                                                           AMOUNT OF SHARES
                                                                            AND NATURE OF
                                       NAME AND ADDRESS OF RECORD           BENEFICIAL OR      PERCENTAGE
TITLE OF CLASS                            OR BENEFICIAL OWNER              RECORD OWNERSHIP     OF CLASS
--------------                   --------------------------------------    ----------------    ----------
<S>                              <C>                                       <C>                 <C>
                                 The committee administering the                56,944(c)         25.5
                                 Company's Employee Stock
                                 Ownership Plan
                                 777 Third Avenue
                                 New York, New York 10017

                                 All executive officers and directors          218,399(g)         87.6
                                 as a group

Series I, Series II and Series   Edward H. Meyer                                30,000(h)        100.0
  III Preferred Stock..........  777 Third Avenue
                                 New York, New York 10017
</TABLE>

---------------
 (a) Represents voting power only. Does not include shares issuable upon
     exercise of options which are, however, contractually bound to be deposited
     pursuant to the Voting Trust Agreement. In general, investment power over
     the shares deposited in the voting trust established pursuant to the Voting
     Trust Agreement is retained by the several beneficiaries of the Voting
     Trust Agreement. (See "Employment Agreements and Other Transactions"
     below.)

 (b) Includes shares of Common Stock and of Class B Stock, as the case may be,
     issuable upon conversion of the Company's 8 1/2% Convertible Subordinated
     Debentures owned by Mr. Meyer, and shares of Common Stock issuable upon
     exercise of stock options which are currently exercisable (after giving
     effect to the assumed conversion and exercise thereof) and Mr. Meyer's
     beneficial interest in shares of Common Stock and Class B Stock deposited
     by him pursuant to the Voting Trust Agreement as to which he retains
     investment power. Does not include shares of Common Stock (2.9% of such
     class) and of Class B Stock (25.5%) held in the Company's Employee Stock
     Ownership Plan as to which Mr. Meyer exercises shared voting power by
     virtue of his membership on the committee charged with its administration.
     Does not include shares of Common Stock, Class B Stock and shares of Common
     Stock issuable upon exercise of stock options, held in trust for Mr.
     Meyer's children which have been deposited with the Voting Trust under the
     Voting Trust Agreement, or shares of Common Stock or of Class B Stock as to
     which Mr. Meyer exercises voting power by virtue of being the Voting
     Trustee under the Voting Trust Agreement (other than shares deposited in
     the Voting Trust by Mr. Meyer).

 (c) The committee which administers the Company's Employee Stock Ownership Plan
     exercises voting power over shares held in such plan, and is comprised of
     Mr. Meyer and Steven G. Felsher.

 (d) Information based on the Company's understanding of publicly filed
     material. Ariel Capital Management, Inc., a registered investment advisor,
     together with a related entity, on behalf of its clients, has sole or
     shared dispositive and voting power with respect to the shares listed.

 (e) Information based on the Company's understanding of publicly filed
     material. Brookside Capital Partners Fund, L.P., Inc., a registered
     investment advisor, together with a related entity, on behalf of its
     clients, has sole or shared dispositive and voting power with respect to
     the shares listed.

 (f) Information based on the Company's understanding of publicly filed
     material. Tweedy Browne Company L.P., a registered investment advisor,
     together with a related entities, on behalf of its clients, has been a
     long-term investor in the Company, has sole or shared dispositive and
     voting power with respect to the shares listed.

 (g) Includes shares of Common Stock (2.9% of such class) and of Class B Stock
     (25.5%), as the case may be, as to which certain executive officers
     exercise shared voting power by virtue of their membership on the committee
     administering the Company's Employee Stock Ownership Plan. Includes shares
     of Common Stock and Class B Stock as to which the Voting Trustee (Mr.
     Meyer) under the Voting Trust Agreement exercises voting power. Includes
     shares of Common Stock and of Class B Stock issuable upon conversion of the
     Company's 8 1/2% Convertible Subordinated Debentures owned by Mr. Meyer and
     shares of Common Stock issuable upon exercise of stock options which are
     exercisable by beneficiaries under the Voting Trust Agreement, who are
     obliged, under the terms of the Voting Trust Agreement, to deposit in the
     Voting Trust shares acquired subsequent to the execution of the Voting
     Trust Agreement,
                                        6
<PAGE>   8

after giving effect to the assumed conversion and exercise thereof. Does not
include shares of Common Stock issuable to beneficiaries under the Voting Trust
Agreement upon exercise of stock options which are not presently exercisable.

(h) Represents 20,000 shares of Series I Preferred Stock, and 5,000 shares of
    each of the Company's Series II and Series III Preferred Stock, of which
    classes Mr. Meyer owns 100% of the outstanding shares.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During 1996, pursuant to an earlier employment arrangement with Mr.
Berenson, the Company loaned Mr. Berenson $700,000, $200,000 of which is
forgivable by the Company assuming Mr. Berenson's continued employment through
early 2002 and $500,000 of which is forgivable by the Company dependent on Mr.
Berenson's employment through 2004. In addition, in 1999 the Company agreed with
Mr. Berenson that upon a change in control of the Company and the involuntary
termination of Mr. Berenson's employment or material diminution of his status
resulting in him terminating his employment, he shall be entitled to continued
salary for one year following such event and the immediate vesting of all of his
currently-held theretofore unvested stock options and allocations under SMIP,
and the forgiveness of his outstanding loans detailed above.

     The Company has an employment agreement with Mr. Felsher providing for his
continued employment with the Company through July 21, 2005. The agreement also
provides for an annual salary of $600,000 for Mr. Felsher's services, and for
the annual grant of 300 shares of restricted stock and options to acquire 300
shares of Company stock at the then pertaining market value. In addition, in the
event Mr. Felsher's employment is terminated without cause or good reason he
shall be entitled to a payment equal to the greater of his principal annual
aggregate compensation multiplied by 1.4, and the amounts which would have been
paid during the then remainder of his agreement. In such event, as well, all of
Mr. Felsher's unvested benefits under Company plans will vest.

     The Company has an employment agreement with Mr. Meyer, which provides for
Mr. Meyer's employment with the Company through December 31, 2002. The agreement
also provides for a minimum annual salary of $3,300,000 for Mr. Meyer's services
as Chief Executive Officer. If the Company terminates Mr. Meyer's full-time
employment as Chief Executive Officer without cause (as defined in the
agreement), or if Mr. Meyer effects such termination due to a change of control
of the Company or other good reason specified in the agreement, Mr. Meyer will
receive $3,000,000 in consideration of his employment. The agreement further
provides that the Company will defray premiums on life insurance policies on Mr.
Meyer's life payable to a beneficiary designated by him; the Company paid
$34,427 in premiums in respect of these policies in 2000. The employment
agreement also provides that Mr. Meyer may, for a period subsequent to his
termination of full-time employment as Chief Executive Officer, provide the
Company with consulting services for compensation at the rate of $10,000 per
month. If the Company terminates Mr. Meyer's full-time employment as Chief
Executive Officer without cause, or if Mr. Meyer effects such termination due to
a change in control of the Company or for other good reason, Mr. Meyer will
receive a lump sum payment equal to his then current aggregate remuneration
multiplied by the greater of the number of years remaining in the term of the
employment agreement and the number three. In such event, Mr. Meyer will also
have an option to sell to the Company each share of the Common Stock and the
Class B Stock which he then owns at the per share market value of the Common
Stock. Mr. Meyer's agreement also provides that, for the ten year period
(subject to reduction or suspension in the event Mr. Meyer becomes disabled or
is in breach of his agreement) following his termination of employment, the
Company will, among other things, provide Mr. Meyer with an office, and related
office staff and facilities, and the continued use of a car and driver. The
Company has also agreed to reimburse Mr. Meyer for certain business expenses
incurred by him following termination of his employment up to $100,000 per year
during the first five years of such period and $50,000 per year during the
remainder of such period, with such amounts being adjusted for increases in the
consumer price index until the date of termination of his employment. During
such ten year period, Mr. Meyer has also been charged with the responsibility of
overseeing a certain portion of the Company's charitable contributions and,
thus, will see to the contribution to charities of $100,000 per year of the
Company's funds during the first five years of the period and of $50,000 per
year during the remainder of the period.

                                        7
<PAGE>   9

     In the context of the agreement extending the term of Mr. Meyer's
employment agreement through the date hereinabove mentioned, the Company and Mr.
Meyer also reached agreement providing for the deferral of certain compensation
otherwise payable to him and the payment of such deferred compensation into a
trust, commonly referred to as a rabbi trust, established with United States
Trust Company of New York. The purpose of the trust arrangement is to enhance
the Company's ability to deduct compensation paid to Mr. Meyer without the
application of Section 162(m) of the Internal Revenue Code ("Section") at such
times as the monies are paid to Mr. Meyer from the trust. The Section, under
certain circumstances, denies a tax deduction to an employer for certain
compensation expenses in excess of $1,000,000 per year paid by a publicly-held
corporation to certain of its executives. For 2000, all W-2 compensation
attributable to Mr. Meyer in excess of $1,000,000 was deferred and paid into the
trust. In 2001 and subsequent years, such compensation as shall be timely
elected by Mr. Meyer shall be deferred and paid into the trust provided that no
such election shall cause any compensation paid to Mr. Meyer to be
non-deductible by reason of the Section. Amounts deferred and paid into the
trust shall be paid to Mr. Meyer or to his estate, as the case may be, upon the
expiration of Mr. Meyer's employment agreement, or the termination of his
employment by reason of death or disability. For the purpose of the presentation
of Mr. Meyer's compensation in the Summary Compensation Table hereinabove
provided, the amounts deferred and paid into the trust are deemed having been
paid to Mr. Meyer.

     In 1983, the Company sold and issued $3,025,000 principal amount of its
8 1/2% Convertible Subordinated Debentures, due December 10, 2003, to Mr. Meyer
in consideration of a purchase price of equal amount, of which $25,000 was paid
in cash and the remainder by delivery of Mr. Meyer's long-term 9% full recourse
promissory note in the principal amount of $3,000,000, due December 31, 2004.
The Debentures are convertible at any time into one share of Common Stock and
one share of Class B Stock, at a current conversion price of $118.33, subject to
adjustment upon the occurrence of certain events. During 1992, Mr. Meyer
exercised certain stock options which had been granted to him in 1984, and, in
connection therewith pursuant to the stock option agreement, issued to the
Company his promissory note in the amount of $3,169,690, representing the
exercise price in excess of the par value of the shares issued on exercise,
which amount was paid in cash, and his promissory note in the amount of
$2,339,998, representing the amount of tax required to be withheld in connection
with such option exercise. The promissory notes are each full recourse, mature
on December 22, 2001 and bear interest at the rate of 6.06% per year. Mr. Meyer
is also indebted to the Company in the aggregate amount of $762,950 pursuant to
long-term 9%, full recourse promissory notes delivered to the Company in
connection with Mr. Meyer's purchase of shares of Series I Preferred Stock,
Series II Preferred Stock and Series III Preferred Stock (collectively, the
"Preferred Stock"). The redemption date of the Preferred Stock is fixed at April
7, 2004. The terms of the Preferred Stock also give Mr. Meyer or his estate, as
the case may be, the option to require the Company to redeem his Preferred Stock
for a period of 12 months following his (i) death, (ii) permanent disability or
permanent mental disability, (iii) termination of full-time employment for good
reason or (iv) termination of full-time employment by the Company without cause.

     If Mr. Meyer had been terminated effective December 31, 2000 under
circumstances which would have resulted in payment of the special severance
detailed in the foregoing description of his agreement, the amount then payable
to him would have been $26,334,479. Other than pursuant to the loans described
above in connection with Mr. Meyer's securities and Mr. Berenson's arrangements,
no executive named above is indebted to the Company for more than $60,000.
Certain key employees of the Company, including the named executives (other than
Mr. Shannon) and certain members of their immediate families ("Beneficiaries"),
have entered into the Voting Trust Agreement, as amended in 1987 and 1994,
pursuant to which the Beneficiaries have deposited the shares of Common Stock
and Class B Stock owned by them into a voting trust. The Beneficiaries have also
agreed to deposit into the voting trust shares of Common Stock or Class B Stock
hereafter acquired by them. The trust was extended in 1994 and will continue
until 2004. Mr. Meyer has been designated the sole Voting Trustee. Beneficiaries
retain the sole authority to receive dividends and, in general, to dispose of
their shares held in the voting trust. The Company has entered into
indemnification agreements with each of the members of the Board of Directors
providing, generally, for the fullest indemnification permitted by law.

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