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FORM 4
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|_| Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange
Act of 1934, Section 17(a) of the Public Utility Holding Company
Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Vick Edward H.
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(Last) (First) (Middle)
c/o Young & Rubicam Inc., 285 Madison Avenue
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(Street)
New York New York 10017
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Young & Rubicam Inc. (YNR)
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3. IRS or Social Security Number of
Reporting Person (Voluntary)
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4. Statement for Month/Year
5/98
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
x Director x 10% Owner
----- -----
x Officer (give Other (specify
----- title below) ----- below)
Chief Operating Officer and Chairman and Chief
Executive Officer of Young & Rubicam Advertising
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7. Individual or Joint/Group Filing (Check Applicable Line)
x Form filed by One Reporting Person
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Form filed by More than One Reporting Person
-----
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Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
=================================================================================================================================
1. Title of 2. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of
Security Date Code (A) or Disposed of (D) Securities Form: Direct Indirect
(Instr. 3) (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5) Beneficially (D) or Beneficial
Owned at End of Indirect (I) Ownership
----------- ------------------------ Month (Instr. 4) (Instr. 4)
(A) or (Instr. 3 and 4)
Code V Amount (D) Price
--------- --------------- ---- ----- -------- ------ ----- ---------------- ----------- -----------
Common Stock,
par value $0.01
per share 12/17/97 A 60,000 A D
Common Stock,
par value $0.01
per share 1/29/98 A 19,035 A D
Common Stock,
par value $0.01
per share 5/11/98 S 110,580 D $25.00 489,465 D
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 4(b)(v).
(Over)
SEC 1474 (7-96)
<PAGE>
FORM 4 (continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriva- 6. Date Exercis-
Derivative sion or action tion tive Securities Ac- able and Expi-
Security Exer- Date Code quired (A) or Dis- ration Date
(Instr. 3) cise (Month/ (Instr. 8) posed of (D) (Month/Day/
Price of Day/ (Instr. 3, 4 and 5) Year)
Deriva- Year) ------------------
tive Se- Date Expira-
curity ------------------- Exer- tion
Code V (A) (D) cisable Date
------------ -------- ------- ---- ----- ------ ----- -------- -------
ICP Options
(right to buy) $12.33 12/17/97 A 172,500 (1) 12/17/07
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form 11. Nature of
Underlying Securities Derivative derivative of Derivative Indirect
(Instr. 3 and 4) Security Securities Security: Direct Beneficial
(Instr. 5) Beneficially (D) or Indirect Ownership
- -------------------------- Owned at End (I) (Instr. 4)
Amount or of Month (Instr. 4)
Number of (Instr. 4)
Title Shares
- ----------- -------- --------- ------------ -------------- ----------
Common Stock 172,500 172,500 D
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</TABLE>
Explanation of Responses:
(1) The above ICP Options will become exercisable with respect
to 33 1/3% of the shares subject to such options on 12/31/00,
with respect to an additional 33 1/3% of such shares on
12/31/01, and with respect to the remaining 33 1/3% of
such shares on 12/31/02.
Mark T. McEnroe,
attorney-in-fact,
on behalf of
Edward H. Vick 6/10/98
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** Signature of Date
Reporting Person
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space is insufficient, see Instruction 6
for procedure.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB Number.
Page 2
SEC 1474 (7-96)
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints Mark T. McEnroe and Renee E. Becnel the
undersigned's true and lawful attorneys-in-fact to:
1. execute for and on behalf of the undersigned, reports to
be filed in accordance with Section 16(a) and Section
13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to
complete and execute any such reports and timely file
such reports with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
3. take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorneys-in-fact, may be of benefit to, in the
best interest of or legally required by the undersigned,
it being understood that the documents executed by such
attorneys-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such
attorneys-in-fact may approve in such
attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorneys-in-fact, or such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13(d) of
the Exchange Act and the rules thereunder.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file any
such report with respect to the undersigned's holdings of and
transactions in securities issued by Young & Rubicam Inc., unless
earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 26th day of May, 1998.
By: /s/ Edward Vick
...........................
Name: Edward Vick
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Title: Chief Operating Officer
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