UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
*
Young & Rubicam Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
987425105
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(CUSIP Number)
Mark T. McEnroe, c/o Young & Rubicam Inc.,
285 Madison Avenue, New York, New York 10017, 212-210-3427
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 3, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 987425105 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Dolan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER 0
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 419,625
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,180,647
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,272
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
See Item 6 below
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 987423105 Page 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephanie W. Abramson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER 0
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 466,978
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,180,647
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,647,625
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
See Item 6 below
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 987425105 Page 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin Lavan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 0
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 42,250
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,180,647
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,222,897
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
See Item 6 below
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer.
This statement relates to the common Stock, par value $0.01
per share ("Common Stock"), of Young & Rubicam Inc., a Delaware
corporation (the "Company"), whose principal executive offices
are located at 285 Madison Avenue, New York, New York 10017.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed for Michael J. Dolan,
Stephanie W. Abramson and Kevin Lavan (each a "Reporting
Person").
(b) The business address for each Reporting Person is c/o
Young & Rubicam Inc., 285 Madison Avenue, New York, New York
10017.
(c) Michael J. Dolan is a director and Vice Chairman and
Chief Financial Officer of the Company. Stephanie W. Abramson is
an Executive Vice President and General Counsel of the Company.
Kevin Lavan is Senior Vice President, Finance of the Company.
(d) and (e) During the past five years, none of the
Reporting Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
This statement on Schedule 13D relates to a power of
attorney arrangement, which arrangement is described in Item 4 of
the Schedule 13D. Because the acquisition of beneficial ownership
reported herein did not involve a purchase of securities, no
monetary, or other type of, consideration was paid or received by
any Reporting Person in connection with this arrangement.
Item 4. Purpose of Transaction.
The Company has filed a Registration Statement on Form S-1
(File No. 333-66883) and Amendment No. 1 thereto, which amendment
includes a preliminary prospectus (the "Preliminary Prospectus")
dated November 12, 1998. The Preliminary Prospectus disclosed
that those director, officer, employee and former employee
stockholders of the Company listed on Schedule 1 hereto (the "Y&R
Selling Stockholders"), together with certain other stockholders
of the Company, intend to offer for sale an aggregate of
10,000,000 shares of Common Stock of the Company (plus up to an
aggregate of 1,500,000 additional shares of Common Stock, solely
to cover over-allotments) through certain underwriters (the
"Underwriters") represented by Bears, Stearns & Co. Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, Goldman,
Sachs & Co., ING Baring Furman Selz LLC and Salomon Smith Barney
Inc. (the "Representatives") in a secondary public offering (the
"Secondary Public Offering") of Common Stock of the Company.
The Reporting Persons have obtained from each Y&R Selling
Stockholder a separate Standstill and Lock Up Agreement and
Selling Stockholders' Irrevocable Power of Attorney (each a
"Power of Attorney" and collectively, the "Powers of Attorney"),
a form of which is attached hereto as Exhibit 2. Pursuant to the
Powers of Attorney, each Y&R Selling Stockholder has irrevocably
constituted and appointed the Reporting Persons, each with full
power and authority to act alone and with full power of
substitution, as his or her attorney-in-fact with respect to all
matters arising in connection with the Secondary Public Offering,
including the power and the authority to: (i) sell, assign,
transfer and deliver to the Underwriters up to the number of
shares of Common Stock listed next to each Y&R Selling
Stockholder's name on Schedule 1 hereto at a purchase price per
share to be agreed with the Underwriters, (ii) determine the
number of shares of Common Stock to be sold by each Y&R Selling
Stockholder to the Underwriters, which number may not be greater
but may be fewer than the number listed next to each Y&R Selling
Stockholder's name on Schedule I hereto and (iii) execute,
deliver and perform an underwriting agreement. If an underwriting
agreement has not been executed and delivered prior to December
31, 1998, then, upon notice given by any Y&R Selling Stockholder,
the authority granted by such Y&R Selling Stockholder's Power of
Attorney will terminate. In the aggregate, up to 5,180,647 shares
of Common Stock may be sold to the Underwriters pursuant to the
Powers of Attorney.
The Powers of Attorney were executed and delivered as of
November 3, 1998. Kevin Lavan is a Y&R Selling Stockholder who
has granted a Power of Attorney with respect to 20,000 shares of
Common Stock. As a result of the arrangement created by the
Powers of Attorney, the Reporting Persons may be deemed to be a
group within the meaning of Rule 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Except as described above, no Reporting Person has any
present plans or proposals which relate to or would result in any
of the actions or events described in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Michael J. Dolan beneficially owns 5,600,272 shares of
Common Stock, constituting approximately 8.4% of the shares
outstanding, consisting of 4,410,886 outstanding shares of Common
Stock and 1,189,386 shares of Common Stock which are issuable
pursuant to currently exercisable options. Stephanie W. Abramson
beneficially owns 5,647,625 shares of Common Stock, constituting
approximately 8.5% of the shares outstanding, consisting of
4,536,494 outstanding shares of Common Stock and 1,111,131 shares
of Common Stock which are issuable pursuant to currently
exercisable options. Kevin Lavan beneficially owns 5,222,897
outstanding shares of Common Stock, constituting approximately
7.9% of the shares outstanding, consisting of 4,137,851
outstanding shares of Common Stock and 1,085,046 shares of Common
Stock which are issuable pursuant to currently exercisable
options. The number of shares of Common Stock beneficially owned
by each Reporting Person and the percentage of outstanding shares
represented thereby have been computed in accordance with Rule
13d-3 under the Exchange Act.
(b) As an attorney-in-fact under the Powers of Attorney,
each Reporting Person shares the power to dispose of 5,180,647
shares of Common Stock, which includes 1,085,046 shares of Common
Stock which are issuable pursuant to currently exercisable
options, with each of the other Reporting Persons. In addition,
Michael J. Dolan has the sole power to dispose of 419,625 shares
of Common Stock, which includes 104,340 shares of Common Stock
which are issuable pursuant to curently exercisable options, held
in an individual capacity; Stephanie W. Abramson has the sole
power to dispose of 466,978 shres of Common Stock, which includes
26,085 shares of Common Stock which are issuable pursuant to
currently exercisable options, held in an individual capacity;
and Kevin Lavan has the sole power to dispose of 42,250
outstanding shares of Common Stock held in an individual
capacity.
(c) Except as described herein, the Reporting Persons have
effected no transactions in shares of Common Stock during the
past 60 days.
(d) Each Y&R Selling Stockholder listed on Schedule 1 hereto
has the right to receive the proceeds from the sale of the number
of shares of Common Stock listed next to each such Y&R Selling
Stockholder's name on Schedule 1.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the
Issuer.
Stephanie W. Abramson and Michael J. Dolan are two of the
seven current voting trustees (each a "Voting Trustee") of the
Management Voting Trust (the "Trust") created by the Management
Voting Trust Agreement dated December 12, 1996, which is
incorporated by reference and filed herewith as Exhibit 3 (the
"Management Voting Trust Agreement"). Pursuant to the Management
Voting Trust Agreement, all shares of Common Stock and Money
Market Preferred Stock, par value $0.01 per share, of the Company
(including shares of Common Stock acquired upon the exercise of
options or otherwise) that are held by certain employees of the
Company, including any such securities held by the Reporting
Persons, are required to be deposited in the Trust. As of
November 12, the Trust had sole voting power over 41,552,296
shares of Common Stock, including 13,425,900 shares issuable upon
exercise of currently exercisable options, constituting
approximately 52.7% of the shares outstanding. The Trust has the
unqualified right and power to vote and to execute consents with
respect to all shares of Common Stock and all other securities
held by the Trust. All shares of Common Stock, including all
shares of Common Stock of each Reporting Person and each Y&R
Selling Stockholder, are held by the Trust. Each Reporting Person
disclaims beneficial ownership of all of the securities held by
the Trust except for those shares of Common Stock (including
shares of Common Stock issuable upon the exercise of options)
that such Reporting Person has the sole power to dispose of in
his or her individual capacity.
In connection with the Secondary Public Offering, certain
director, officer, employee and former employee stockholders of
the Company, including the Y&R Selling Stockholders and the
Reporting Persons in their individual capacities, have each
executed and delivered a separate lock up agreement with the
Company (a "Lock Up Agreement") pursuant to which each of them
has agreed not to (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or (ii) enter into
any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any
Common Stock (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery
of Common Stock, or such other securities, in cash or otherwise)
or (iii) make any demand for, or exercise any right with respect
to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for
Common Stock, without the prior written consent of the Company,
for a period ending on a date no later than 180 days after the
date of the final prospectus prepared for use in the Secondary
Public Offering. The Preliminary Prospectus dated November 12,
1998 discloses that for a period of 120 days after the date of
the final prospectus relating to the Secondary Public Offering,
the Company will agree with the Underwriters to enforce the
Company's rights under the Lock Up Agreements to prohibit
transfers of Common Stock and the making of demands for
registration of Common Stock. Each Reporting Person disclaims
beneficial ownership of all shares of Common Stock (including
shares of Common Stock issuable upon the exercise of options)
which might be deemed to arise solely by virtue of the Lock Up
Agreements.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
Exhibit 2 Standstill and Lock Up Agreement and Selling
Stockholders' Irrevocable Power of Attorney
Exhibit 3 Management Voting Trust Agreement
(incorporated by reference from Exhibit 9.1 to
the Registration Statement on Form S-1 (File
No. 333-46929) filed by the Company)
Exhibit 4 Power of Attorney of Michael J. Dolan
(incorporated by reference from the Power of
Attorney attached to the Form 4 filed by
Michael J. Dolan on June 10, 1998)
Exhibit 5 Power of Attorney of Stephanie W. Abramson
(incorporated by reference from the Power of
Attorney attached to the Form 4 filed by
Stephanie W. Abramson on June 10, 1998)
Exhibit 6 Power of Attorney of Kevin Lavan
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: November 12, 1998
By: /s/ Mark T. McEnroe,
Attorney-in-Fact, on behalf
of Michael J. Dolan
--------------------------
Name: Mark T. McEnroe
Title: Attorney-in-Fact
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: November 12, 1998
By: /s/ Mark T. McEnroe,
Attorney-in-Fact, on behalf
of Stephanie W. Abramson
--------------------------
Name: Mark T. McEnroe
Title: Attorney-in-Fact
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: November 12, 1998
By: /s/ Mark T. McEnroe,
Attorney-in-Fact, on behalf
of Kevin Lavan
--------------------------
Name: Mark T. McEnroe
Title: Attorney-in-Fact
<PAGE>
Schedule 1
Y&R Selling Stockholders
Maximum Number of
Shares of Common Stock
(including shares of
Common Stock issuable
upon the exercise of
Name of Y&R Selling Stockholder options)
- ------------------------------- ----------------------
AIELLO, STEPHEN R. 20,105
ALBINUS, STIG 16,140
ANASTOS, PATRICIA 2,000
BARA, JEAN-MARC 35,588
BAUM, STEPHEN 2,000
BEALLE, KIMBERLY 10,000
BEIJEN, KAREL 234
BELL, THEODORE 40,000
BERGERUS-HOBINGER, LEENA 45,570
BJORKMAN, LINCOLN 15,615
BLOCKLIN, JUNE 29,515
BOENDER, RENE 12,078
BOHNE, BONNIE 2,430
BOISROND, ETIENNE 33,750
BOSMA, TIEMEN 55,000
BRANDS, HEINZ GEORG 9,733
BRANIGAN, CRAIG 28,000
BRAUN, JURGEN 71,970
BRITE, JANE 40,000
CHIOCCI, ROGER 14,000
CHYNSKY, IRA 16,000
CLAES, MICHAEL 5,000
COGMAN, DON 61,600
COOMBS, JANET 19,327
CORONNA, DAVID 700
COSTA, JOSE MARIA 15,000
COSTA, MASSIMO 7,406
COZENS, MICHAEL 5,220
CURRAN, BRIAN 15,651
DAVIS, DONALD H. 8,943
De BAKKER, FERDINAND 15,000
DEDEO, JOSEPH E. 201,258
DEUTSCH, LAWRENCE 1,400
DIAMOND, SHELLEY 10,875
DuBOSE, PAMELA 20,000
DUKES, TERRY 6,250
ELLIOTT, DARYL 26,085
EXPOSITO, DAISY 31,709
FAHEY, KEVIN J. 4,500
FARLEY, CHARLES P. 5,000
FARNELL-WATSON, PETER 20,355
FORD, PATRICK 9,000
FORD, RICHARD 18,000
FRANKEL, CLARK J. 26,088
FRANZ, VOLKER 1,000
FREDERICKS, ERIC 39,000
FREDERIKSEN, PETER 9,000
GAZMA, LEON 10,000
GERVASI, ENRICO 9,000
GOMEZESE, OSCAR 2,000
GONZALES, EDUARDO 40,000
GREEN, WILLIAM 10,000
GREENE, DAVID E. 10,000
HALLEY-WRIGHT, ANDREW 37,125
HANSEN, THOMAS R. 750
HARLEMAN, PETER J. 16,000
HAWRYSH, FRED 17,400
HIMPE, STEFAAN 5,000
HOOD, JAMES W. 35,000
HORN, ROSEANNE 10,350
HOROVITZ, PETER 6,957
HOSP, RICHARD H. 20,000
HOYT, ERIC GARRISON 6,900
<PAGE>
HUGHES, ALEX 34,785
HUNT, JEFF 15,279
IBBA, GIGLIOLA 15,000
IGIEL, ROBERT 52,175
JACK, BARBARA 89,370
JEBSEN, PAL MARIUS 28,000
JOHNSTON, WILLIAM B. 6,000
KAPLOVE, JAMES E. 8,000
KENNY, MARY ELLEN 6,522
KISSMANN, EDNA 13,000
KLEIN, ARTHUR R. 30,000
KOH, JACKIE 15,500
KOWALEWSKA, NINA 12,000
KRAKOWSKY, PHILIPPE 6,000
KRAUSS, INGO 150,000
KUGELMAN, STEPHANIE 72,794
KURZ, MITCHELL 356,000
KUSHNER, JAY 11,000
La ROCK, MARTA 10,000
LAING, TIMOTHY 4,135
LAVAN, KEVIN 20,000
LEO, DENISE 675
LOES, RENATO ARANTES 39,135
LOMBARDI, MARCO 20,000
MACHTIGER, BENNETT R. 7,000
MACKINNON, DUNCAN 5,000
MALTESE, JOHN F. 16,983
MANSON, ANTHONY S. 16,305
MATTHIES, HELMUT 125,000
MAURICE, MARTIN 15,000
McDUFFEY, ROBERT M. 12,000
McGARRY, JOHN 309,706
McKENNA, STEVEN M. 92,000
McLEAN, GORDON 11,955
McQUEENEY, THOMAS 34,765
MEERSTADT, BERT 8,000
MELZER, WILLIAM C. 73,300
MESKILL-SPENCER, DIANE 22,767
MIDDLETON, CRAIG 15,000
MINEAR, DAVID 12,000
MONTERO, FERNAN 282,000
MOOTZ, FRANS 18,792
MORRIS, JOHN F. 12,432
NELSON, BRUCE S. 6,500
NEWTON, JR., CHARLES G. 7,560
NEWTON, KEITH 26,250
NICHOLSON, LORI 11,379
O'MALLEY, JAMES 13,560
OROHO, STEVE 64,988
O'ROURKE, RAYMOND J. 10,000
OWEN, STEWART 20,000
PARRY, VINCENT P. 10,000
PASTRICK, ROBERT S. 17,220
PEREZ, MANUEL 32,000
PEREZ, RICARDO J. 49,575
PERLMUTTER, DIANE 7,500
PETERS, JOHN 28,710
PHILLIPS, GRAHAM 4,960
POLLAK, TIM 264,000
PORTER, MICHAEL 15,610
POWER, WILLIAM A. 50,000
PRATT, TOM 10,000
PROCTER, BRIAN 6,450
PUPHAL, JOERG 32,000
PUTNAM, JOHN E. 9,173
QUADFLIEG, MATTHIAS 5,475
<PAGE>
RANCOURT, SERGE 40,000
RAVIV, SHEILA 15,000
REESER, COURTNEY 12,522
RENTSCHLER, PETER 6,087
RINDLISBACHER, JORG 8,000
RODRIGUEZ, JORGE 1,755
RODWAY, EDWARD 6,450
ROSENTHAL, ILENE 10,000
ROSS, JOHN J. 5,000
ROTHSTEIN, SEITH 33,915
ROUSSET, ALAIN 55,352
SAMET, MICHAEL 38,568
SANDERS, JOHN 20,000
SAVAGE, CHRIS 13,050
SCHETLICK, MATTHEW 7,000
SCHOU, NICO 13,755
SCHUG, ANGELIKA 20,000
SCIELZO, JAMES 23,733
SCRUGGS, JOHN F. 26,085
SEYFERTH, STEVE 10,000
SHARP, KEITH 17,742
SHAW, JESSIE 3,500
SHELDON, ALAN J. 250,000
SINREICH, RICHARD 11,000
SIVE, ROBERT 12,590
SLONE, PETER B. 10,650
SMITH, TIMOTHY H. 6,000
SRERE, LINDA 15,000
STADELER, CHRISTOPH 23,000
STEFANSKI, STANLEY 80,321
STEIGRAD, PETER 1,000
STERN MARRONE, DEBRA 8,000
STOUT, KATHRYN 7,000
THALEN, LARS 14,000
TIMON, CLAY 36,511
TRAUB, WAYNE 5,500
VIJN, PIETER 10,000
WALDMAN, MARVIN 24,100
WALSH, MARY T. 2,000
WEBRE, CHARLES 13,914
WIDMER, BRUNO 65,000
WILLIAMS, DONALD D. 18,000
WILLIAMS, JAMES 22,500
YAGODA, KENNETH 6,000
ZEIGLER, MICHAEL 23,185
Total 5,180,647
<PAGE>
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Standstill and Lock Up Agreement and Selling
Stockholders' Irrevocable Power of Attorney
Exhibit 3 Management Voting Trust Agreement (incorporated by
reference from Exhibit 9.1 to the Registration
Statement on Form S-1 (File No. 333-46929) filed
by the Company)
Exhibit 4 Power of Attorney of Michael J. Dolan (incorporated
by reference from the Power of Attorney attached
to the Form 4 filed by Michael J. Dolan on June 10,
1998)
Exhibit 5 Power of Attorney of Stephanie W. Abramson
(incorporated by reference from the Power of
Attorney attached to the Form 4 filed by
Stephanie W. Abramson on June 10, 1998)
Exhibit 6 Power of Attorney of Kevin Lavan
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, (this "Agreement"), dated as
of November 12, 1998 among Michael J. Dolan, Stephanie W.
Abramson and Kevin Lavan.
W I T N E S S T H
WHEREAS, as of the date hereof, each of Michael J.
Dolan, Stephanie W. Abramson and Kevin Lavan is filing a Schedule
13D under the Securities Exchange Act of 1934 (the "Exchange
Act") with respect to the securities of Young & Rubicam Inc., a
Delaware corporation (the "Schedule 13D");
WHEREAS, each of Michael J. Dolan, Stephanie W.
Abramson and Kevin Lavan is individually eligible to file the
Schedule 13D;
WHEREAS, each of Michael J. Dolan, Stephanie W. Abramson
and Kevin Lavan wishes to file the Schedule 13D and any
amendments thereto jointly pursuant to Rule 13d-1(k)(1) under the
Exchange Act;
NOW, THEREFORE, in consideration of these premises and
other good and valuable consideration, the parties hereto agree
as follows:
1. Michael J. Dolan, Stephanie W. Abramson and Kevin
Lavan hereby agree that the Schedule 13D is, and any amendments
thereto will be, filed on behalf of each of Michael J. Dolan,
Stephanie W. Abramson and Kevin Lavan pursuant to Rule 13d-
1(k)(1)(iii) under the Exchange Act.
2. Michael J. Dolan hereby acknowledges that, pursuant
to Rule 13d-1(k)(1)(ii) under the Exchange Act, Michael J. Dolan
is responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning Michael J. Dolan contained therein, and is
not responsible for the completeness and accuracy of the
information concerning Stephanie W. Abramson or Kevin Lavan
contained therein, unless Michael J. Dolan knows or has reason to
know that such information is inaccurate.
3. Stephanie W. Abramson hereby acknowledges that,
pursuant to Rule 13d-1(k)(1)(ii) under the Exchange Act,
Stephanie W. Abramson is responsible for the timely filing of the
Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning Stephanie W. Abramson
contained therein, and is not responsible for the completeness
and accuracy of the information concerning Michael J. Dolan or
Kevin Lavan contained therein, unless Stephanie W. Abramson knows
or has reason to know that such information is inaccurate.
4. Kevin Lavan hereby acknowledges that, pursuant to
Rule 13d-1(k)(1)(ii) under the Exchange Act, Kevin Lavan is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning Kevin Lavan contained therein, and is not
responsible for the completeness and accuracy of the information
concerning Michael J. Dolan or Stephanie W. Abramson contained
therein, unless Kevin Lavan knows or has reason to know that such
information is inaccurate.
5. Each of Michael J. Dolan, Stephanie W. Abramson and
Kevin Lavan hereby agrees that this Agreement shall be filed as
an exhibit to the Schedule 13D, pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.
6. This Agreement may be executed by the parties
hereto in separate counterparts, which together shall constitute
one the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed individually as of the day and year
first above written.
*
-----------------------------------
Michael J. Dolan
*
-----------------------------------
Stephanie W. Abramson
*
-----------------------------------
Kevin Lavan
/s/ Mark T. McEnroe, Attorney-in-Fact,
-----------------------------------
on behalf of Michael J. Dolan,
-----------------------------------
Stephanie W. Abramson and Kevin Lavan
-----------------------------------
<PAGE>
Exhibit 2
STANDSTILL AND LOCK UP AGREEMENT AND
SELLING STOCKHOLDERS'
IRREVOCABLE POWER OF ATTORNEY (Management Version)
for sale of shares of common stock,
par value $.01 per share, of Young & Rubicam Inc.
Michael J. Dolan
Stephanie W. Abramson
Kevin Lavan
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
Certain holders of common stock of Young & Rubicam
Inc., a Delaware corporation (the "Company") (such holders being
hereinafter sometimes collectively referred to as the "Selling
Stockholders"), propose to enter into an Underwriting Agreement
(the "Underwriting Agreement") with the Company, Bear, Stearns &
Co. Inc., Donaldson, Lufkin & Jenrette Securities Corporation and
such other domestic and international (if any) underwriters as
are named therein, as representatives (the "Representatives") of
the several underwriters and managers (if any) to be named in the
Underwriting Agreement (the "Underwriters"). The Selling
Stockholders propose to sell to the Underwriters pursuant to the
Underwriting Agreement (i) certain authorized and issued shares
of the common stock, par value $.01 per share, of the Company
(the "Common Stock") owned by them and (ii) certain authorized
shares of Common Stock subject to Awards Granted to them under
the Young & Rubicam Holdings Inc. Management Stock Option Plan,
as amended (the "Plan") (as such terms are defined therein),
which shares will be acquired by exercise immediately prior to
the consummation of the Offerings pursuant to the Plan (such
shares of Common Stock are sometimes referred to herein as
"Option Shares"). It is understood that at this time there is no
commitment on the part of the Underwriters to purchase any shares
of Common Stock and no assurance that the Underwriting Agreement
will be entered into by the Company or the Underwriters.
<PAGE>
I. STANDSTILL AND LOCK UP AGREEMENT
In order to afford the Company, the Selling
Stockholders and the Representatives an opportunity to
successfully consummate the transactions contemplated by the
Underwriting Agreement (the "Secondary Public Offering"), and to
induce the Underwriters that may participate in the Secondary
Public Offering to continue their efforts in connection
therewith, during the period commencing on the date hereof and
ending on a date no later than 180 days after the date of the
final prospectus relating to the Secondary Public Offering,
without the prior written consent of the Company, the undersigned
hereby:
(i) agrees not to (x) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock
(including, without limitation, shares of Common Stock or
securities convertible into or exercisable or exchangeable for
Common Stock which may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the
Securities and Exchange Commission) or (y) enter into any swap or
other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in
clause (x) or (y) is to be settled by the delivery of Common
Stock, or such other securities, in cash or otherwise); and
(ii) agrees not to make any demand for, or exercise
any right with respect to, the registration of any shares of
Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock.
In addition, the undersigned hereby authorizes the
Company to cause the transfer agent to decline to transfer and/or
to note stop transfer restrictions on the transfer books and
records of the Company with respect to any shares of Common Stock
and any securities convertible into or exercisable or
exchangeable for Common Stock for which the undersigned is the
record holder and, in the case of any such shares or securities
for which the undersigned is the beneficial but not the record
holder, agrees to cause the record holder to cause the transfer
agent to decline to transfer and/or to note stop transfer
restrictions on such books and records with respect to such
shares or securities.
The undersigned hereby represents and warrants that
the undersigned has full power and authority to enter into the
agreements set forth herein, and that, upon request, the
undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All
authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any spouse
of the undersigned and any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors,
and assigns of the undersigned.
<PAGE>
IF YOU DO NOT WANT TO PARTICIPATE IN THE SECONDARY
PUBLIC OFFERING AND SELL ANY OF YOUR Y&R SHARES, YOU MAY STOP
READING THIS DOCUMENT, PROCEED TO THE SIGNATURE PAGE (PAGE 12),
INSERT ZERO ON THE LINE NEXT TO "MAXIMUM AGGREGATE NUMBERS OF
SHARES OF COMMON STOCK AND OPTIONS SHARES TO BE SOLD," SIGN AND
DATE THIS DOCUMENT AND RETURN IT AS DIRECTED. YOU DO NOT HAVE TO
HAVE YOUR SIGNATURE NOTARIZED. YOU WILL THEN BE BOUND ONLY BY THE
TERMS OF THE PRECEDING STANDSTILL AND LOCK UP AGREEMENT.
IF YOU DO WISH TO PARTICIPATE IN THE SECONDARY PUBLIC
OFFERING AND SELL A PORTION OF YOUR Y&R SHARES, PLEASE TURN THE
PAGE AND CONTINUE READING AND FOLLOW THE INSTRUCTIONS AND
DIRECTIONS CONTAINED HEREIN, INCLUDING THE REQUIREMENT THAT YOUR
SIGNATURE BE NOTARIZED.
<PAGE>
II. The undersigned (a "Selling Stockholder") hereby
irrevocably constitutes and appoints Michael J. Dolan, Stephanie
W. Abramson and Kevin Lavan, each with full power and authority
to act alone in any matter hereunder and with full power of
substitution, the true and lawful attorneys-in-fact of the
undersigned (individually an "Attorney" and collectively the
"Attorneys"), with full power and authority in the name of, for
and on behalf of, the undersigned with respect to all matters
arising in connection with the sale of Common Stock and any
Option Shares by the undersigned including, but not limited to,
the power and authority on behalf of the undersigned to take any
and all of the following actions:
1. To sell, assign, transfer and deliver to the
several Underwriters up to the number of shares of Common Stock
and up to the number of Option Shares, in each case as set forth
on the signature page hereof, at a purchase price per share of
Common Stock and per Option Share, after deducting underwriting
discounts and commissions, to be paid by the Underwriters as the
Attorneys, in their sole discretion, shall determine, but in any
case at the same price per share at which all other Selling
Stockholders sell Common Stock and Option Shares to the
Underwriters;
2. To execute, deliver and perform the Letter of
Transmittal and Custody Agreement (the "Custody Agreement") among
The Bank of New York, as Custodian (the "Custodian"), the
undersigned and the other Selling Stockholders, in order to
deposit with the Custodian on behalf of the undersigned shares of
Common Stock to be represented by certificate(s) (which Custody
Agreement shall be substantially in the form entered into in
connection with the Company's initial public offering in May 1998
(the "IPO Custody Agreement"), with full power to make such
amendments to the Custody Agreement as the Attorneys, in their
sole discretion, may deem advisable;
3. To determine the number of shares of Common Stock
and the number of Option Shares to be sold by the undersigned to
the Underwriters which numbers shall be no greater but may be
fewer than the corresponding numbers set forth on the signature
page hereof (such total number of shares of Common Stock and
Option Shares as is finally determined by the Attorneys and set
forth opposite the name of the undersigned on a schedule to the
Underwriting Agreement is hereinafter referred to as the
"Shares");
4. To execute, deliver and perform the Underwriting
Agreement in customary form with such customary representations,
warranties and covenants as the Attorneys, in their sole
discretion, may deem appropriate, with full power to make such
amendments to the Underwriting Agreement as the Attorneys, in
their sole discretion, may deem advisable;
5. To determine, together with the Representatives,
after instructions from the majority of a committee consisting of
Stephanie W. Abramson, Thomas D. Bell, Jr., Michael J. Dolan,
Peter A. Georgescu, John P. McGarry, Jr., Alan J. Sheldon and
Edward H. Vick, the public offering price, the underwriters'
discounts and commissions and the purchase price per
<PAGE>
share of Common Stock and per Option Share to be paid by the
Underwriters and the other terms of sale pursuant to the
Underwriting Agreement;
6. On behalf of the undersigned, to make the
representations and warranties and enter into the agreements
contained in the Underwriting Agreement (including, without
limitation, entering into a "lock-up" agreement which shall not
be any more adverse to the undersigned than is contained above
under the heading "Standstill and Lock Up Agreement") (and which
such representations, warranties and agreements shall be
substantially in the form made in the underwriting agreement
entered into by the Company, the representatives and the selling
stockholders named therein in connection with the Company's
initial public offering in May 1998 (the "IPO Underwriting
Agreement"));
7. To instruct the Custodian and The Bank of New York,
as transfer agent and registrar for the Common Stock, on all
matters pertaining to the sale of the Shares and the delivery of
certificates therefor, including: (i) the transfer of the Shares
on the books of the Company in order to effect the sale of the
Shares (including designating the name or names in which new
certificate(s) for Shares are to be issued and the denominations
thereof), (ii) the delivery to or for the account of the
Underwriters of the certificate(s) for the Shares against receipt
by the Custodian of the purchase price to be paid therefor, (iii)
the payment, out of the proceeds (net of underwriting discounts
and commissions) from the sale of the Shares by the undersigned
to the Underwriters, of (A) any expense incurred in accordance
with paragraph 8 hereof which is not payable by the Company and
any transfer taxes payable in connection with the transfer of the
Shares to the Underwriters ("Transfer Taxes") and (B) any
withholding taxes and (iv) the transmission to the undersigned of
the net proceeds, if any, from the sale of the Shares (after
deducting all amounts payable by the undersigned pursuant to
clause (iii) above) in the manner as directed by the undersigned
to the Attorneys in writing and the return to the voting trust
(the "Management Voting Trust") created pursuant to the
Management Voting Trust Agreement (the "Management Voting Trust
Agreement") entered into as of December 12, 1996 by and among the
Company, the Initial Management Investors named therein, the
Voting Trustees named therein and certain other parties, on
behalf of and for the credit to the undersigned, of new
certificate(s) representing the excess, if any, of the number of
shares of Common Stock represented by certificate(s) deposited
with the Custodian over the number of Shares sold to the
Underwriters; and (a) to amend the Custody Agreement and any
related documents in such manner as the Attorneys, in their sole
discretion, may deem advisable;
8. To incur or authorize the incurrence of any
necessary or appropriate expense in connection with the sale of
the Shares and to determine the amount of any Transfer Taxes and
any withholding taxes;
9. To amend, modify, supplement or waive any term or
provision of, the Management Voting Trust Agreement, the
Stockholders' Agreement dated as of May 8, 1998 by and among the
H&F Investors, the Management Investors, the Management Voting
Trust and the other parties thereto (the "Stockholders'
Agreement") and any related documents in such manner as the
Attorneys may determine to be necessary or desirable, and not
materially adverse
<PAGE>
to the undersigned, in connection with the consummation of the
transactions contemplated by the Underwriting Agreement, the
Custody Agreement and this Power of Attorney;
10. To (i) instruct the voting trustees under the
Management Voting Trust on all matters relating to the sale of
the Shares and the delivery of certificates therefor, including
the surrender or exchange of voting trust certificates issued
pursuant to the Management Voting Trust and representing shares
of Common Stock and Option Shares for certificates for shares of
Common Stock and Option Shares represented thereby, and the
delivery of certificates for Shares by the Management Voting
Trust to the Custodian pursuant to the Custody Agreement, and
execute such documents pursuant to the Management Voting Trust
Agreement, including without limitation pursuant to Section
7.2(c) thereof, as the Company may request with respect to the
undersigned's continuing agreement to be bound by the covenants
set forth in Section 8 of the Management Voting Trust Agreement
after such delivery and after the termination of the Management
Voting Trust;
11. To take any and all steps deemed necessary or
desirable by the Attorneys in connection with the registration of
the Shares under the Securities Act of 1933, as amended (the
"Act"), the Securities Exchange Act of 1934, as amended, and the
securities or "blue sky" laws of various states and
jurisdictions, including, without limitation, the giving, making
or filing of such undertakings, consents to service of process
and representations and agreements and the taking of such other
steps as the Attorneys may deem necessary or desirable;
12. To retain legal counsel to represent the
undersigned in connection with any and all matters referred to
herein (which counsel may, but need not be, counsel for the
Company);
13. To make, execute, acknowledge and deliver all such
other contracts, stock powers, orders, receipts, notices,
instructions, certificates, letters and other writings,
including, without limitation, communications with the Securities
and Exchange Commission, state securities commissions and the
National Association of Securities Dealers, Inc. ("NASD"), and in
general to do all things and to take all actions which the
Attorneys, in their sole discretion, may consider necessary or
desirable in connection with the sale of Shares to the
Underwriters and the public offering thereof, as fully as could
the undersigned if personally present and acting;
14. If necessary, to endorse (in blank or otherwise)
on behalf of the undersigned (i) the certificate(s) representing
the Shares, or a stock power or powers attached to such
certificate(s) or (ii) voting trust certificates representing
shares of Common Stock and/or Option Shares deposited with the
Management Voting Trust, or a stock power or powers attached to
such voting trust certificates; and
15. To sign such other certificates, documents and
agreements and take any and all other actions as the Attorneys
may deem necessary or desirable in connection with the
consummation of the transactions contemplated by the Underwriting
Agreement, the Custody Agreement and this Power of Attorney.
<PAGE>
Each Attorney may act alone in exercising the rights
and powers conferred on the Attorneys in this Power of Attorney,
and the act of any Attorney shall be the act of the Attorneys.
Each Attorney is hereby empowered to determine in his or her sole
discretion the time or times when, the purpose for and the manner
in which any power herein conferred upon him or her shall be
exercised, and the conditions, provisions or covenants of any
instrument or document which may be executed by him or her
pursuant hereto. The undersigned acknowledges that Michael J.
Dolan, Stephanie W. Abramson and Kevin Lavan are officers of the
Company, and that Michael J. Dolan is a director of the Company.
THE UNDERSIGNED IS FAMILIAR WITH THE TERMS AND
CONDITIONS OF THE IPO UNDERWRITING AGREEMENT AND THE IPO CUSTODY
AGREEMENT, AND WITH THE REPRESENTATIONS AND WARRANTIES CONTAINED
THEREIN. ALL REPRESENTATIONS AND WARRANTIES OF THE SELLING
STOCKHOLDERS IN THE UNDERWRITING AGREEMENT AND CUSTODY AGREEMENT
WITH RESPECT TO THE UNDERSIGNED WILL BE, AS OF THE DATE OF THE
EXECUTION OF THE UNDERWRITING AGREEMENT, THE CUSTODY AGREEMENT
AND THE CLOSING DATE (AS DETERMINED IN ACCORDANCE WITH THE
UNDERWRITING AGREEMENT), TRUE AND CORRECT. ALL SUCH
REPRESENTATIONS AND WARRANTIES WILL, AS PROVIDED IN THE
UNDERWRITING AGREEMENT, SURVIVE THE TERMINATION OF THE
UNDERWRITING AGREEMENT AND THE DELIVERY OF AND PAYMENT FOR THE
SHARES.
Upon the execution and delivery of the Underwriting
Agreement by the Attorneys on behalf of the Selling Stockholders,
the undersigned agrees to be bound by and to perform each and
every covenant and agreement contained therein of the undersigned
as a Selling Stockholder (including, without limitation, the
agreements contained therein regarding indemnification and
contribution and the delivery of an opinion of counsel to the
undersigned).
Upon the execution and delivery of the Custody
Agreement by the Attorneys on behalf of the Selling Stockholders,
the undersigned agrees to be bound by and to perform each and
every covenant and agreement contained therein of the undersigned
as a Selling Stockholder.
The undersigned agrees, if so requested, to provide an
opinion of counsel, addressed to Cleary, Gottlieb, Steen &
Hamilton, which opinion shall expressly permit reliance thereon
by Cleary, Gottlieb, Steen & Hamilton, setting forth such matters
as Cleary, Gottlieb, Steen & Hamilton may reasonably request in
rendering its opinion pursuant to the Underwriting Agreement and
such other documentation as the Attorneys, the Company, the
Representatives or any of their respective counsel may request to
effectuate any of the provisions hereof or of the Underwriting
Agreement or the Custody Agreement, all of the foregoing to be in
form and substance satisfactory in all respects to the party
requesting such documentation.
This Power of Attorney and all authority conferred
hereby are granted and conferred subject to and in consideration
of the interests of the Attorneys, the several Underwriters, the
Company and the other Selling Stockholders who may become parties
to the Underwriting Agreement, and for the purposes of completing
the transactions contemplated by the Underwriting Agreement, the
Custody Agreement and this Power of Attorney.
<PAGE>
This Power of Attorney is an agency coupled with an
interest and all authority conferred hereby shall be irrevocable,
and shall not be withdrawn or terminated by any act of the
undersigned or by operation of law, whether by the death or
incapacity of the undersigned or any spouse of the undersigned
(or either or any of the undersigned) or by the occurrence of any
other event or events (including, without limitation, the
termination of any trust or estate for which the undersigned is
acting as a fiduciary or fiduciaries, the death or incapacity of
one or more trustees, guardians, executors or administrators
under such trust or estate or the merger, consolidation,
dissolution or liquidation of any corporation or partnership)
(any of the foregoing being hereinafter referred to as an
"Event"). If an Event shall occur after the execution hereof but
before completion of the transactions contemplated by the
Underwriting Agreement, the Custody Agreement or this Power of
Attorney, then certificate(s) representing the Shares will be
delivered to the Underwriters by or on behalf of the undersigned
in accordance with the terms and conditions of the Underwriting
Agreement and the Custody Agreement and any actions taken
hereunder by the Attorneys shall be as valid as if such Event had
not occurred, regardless of whether or not the Custodian, the
Attorneys, the Underwriters, or any one of them, shall have
received notice of such Event.
Notwithstanding any of the foregoing provisions, if
the Underwriting Agreement shall not have been executed and
delivered prior to December 31, 1998, then, upon the written
notice of the undersigned on or after that date to the Attorneys,
this Power of Attorney shall terminate subject, however, to all
lawful action done or performed pursuant hereto prior to the
receipt of actual notice.
III. The undersigned hereby represents, warrants and agrees
with the Company, Cleary, Gottlieb, Steen & Hamilton, the
Underwriters, Skadden, Arps, Slate, Meagher & Flom LLP, the
Custodian, the Attorneys and the other Selling Stockholders that:
1. The undersigned (i) is, and on the Closing Date
will be, the lawful owner of the Shares (other than the Option
Shares) and (ii) owns, and on the Closing Date will own, such
Shares (other than the Option Shares), in each case subject to
the terms of the Underwriting Agreement, the Custody Agreement
and this Power of Attorney, free of all restrictions on transfer,
liens, encumbrances, security interests, equities and claims
whatsoever, other than the restrictions on transfer set forth in
the Management Voting Trust Agreement and the Stockholders'
Agreement, with which the undersigned is, and on the Closing Date
will be, in compliance and other than any such restriction on
transfer, lien, encumbrance, security interest, equity or claim
created by an Underwriter resulting from any actions taken by an
Underwriter. The undersigned Selling Stockholder (i) is the
holder of an Award Granted to such Selling Stockholder under the
Young & Rubicam Holdings Inc. Management Stock Option Plan, as
amended (the "Plan") (as such terms are defined therein), with
respect to the Option Shares and (ii) pursuant to the Plan and
such Selling Stockholder's Stock Option Agreement (as defined in
the Plan), on the Closing Date such Selling Stockholder (A) will
be the lawful owner of the Option Shares to be sold by such
Selling Stockholder pursuant to this Agreement and (B) will own
such Option Shares, in each case subject to the terms of the
Underwriting Agreement, the Custody Agreement and this Power of
Attorney, free of all restrictions on transfer, liens,
encumbrances, security interests, equities and claims whatsoever,
other than the restrictions on
<PAGE>
transfer set forth in the Management Voting Trust Agreement and
the Stockholders' Agreement, with which the undersigned is, and
on the Closing Date will be, in compliance and other than any
such restriction on transfer, lien, encumbrance, security
interest, equity or claim created by an Underwriter or resulting
from any actions taken by an Underwriter.
2. The undersigned has, and on the Closing Date will
have, full legal right, power and authority, and all
authorization and approval required by law, to enter into the
Underwriting Agreement, the Custody Agreement and this Power of
Attorney and to sell, assign, transfer and deliver on the Closing
Date the Shares in the manner provided herein and therein.
3. The Underwriting Agreement and the Custody
Agreement have been duly authorized by the undersigned.
4. This Power of Attorney has been duly authorized,
executed and delivered by the undersigned and is a valid and
binding instrument of the undersigned, enforceable in accordance
with its terms, and, pursuant to this Power of Attorney, the
undersigned has, among other things, authorized the Attorneys, or
any one of them, to execute and deliver on the undersigned's
behalf the Underwriting Agreement, the Custody Agreement and any
other document that they, or any one of them, may deem necessary
or desirable in connection with the transactions contemplated
hereby and thereby and to deliver the Shares pursuant to the
Underwriting Agreement.
5. Upon sale and delivery of and payment for the
Shares pursuant to the Underwriting Agreement, the Underwriters
will own such Shares, free and clear of all restrictions on
transfer, liens, encumbrances, security interests, equities and
claims whatsoever, other than any such restriction on transfer,
lien, encumbrance, security interest, equity or claim created by
an Underwriter or resulting from any actions taken by an
Underwriter.
6. Assuming that the representations and warranties of
the Company in the Underwriting Agreement are true and accurate
in all material respects, the execution and delivery of this
Power of Attorney, the Underwriting Agreement and the Custody
Agreement by or on behalf of the undersigned, the compliance by
the undersigned with all the provisions hereof and thereof and
the performance by the undersigned of its obligations hereunder
and thereunder will not (i) require any consent, approval,
authorization or other order of, or qualification with, any court
or governmental agency or body (except such as have been obtained
or may be required under the Act or the securities or Blue Sky
laws of the various states), (ii) conflict with or constitute a
breach of any of the terms or provisions of, or a default under,
the organizational documents of the undersigned, if the
undersigned is not an individual, or any indenture, loan
agreement, mortgage, lease or other agreement or instrument to
which the undersigned or any spouse of the undersigned is a party
or by which the undersigned or any spouse or property of the
undersigned is bound or (iii) violate or conflict with any
applicable law or any rule, regulation, judgment, order or decree
of any court or any governmental body or agency having
jurisdiction over the undersigned or any spouse or property of
the undersigned.
<PAGE>
7. The information in the Prospectus under the caption
"Selling Stockholders" which specifically relates to the
undersigned (consisting of the undersigned's name, business
address and number of shares of Common Stock beneficially owned
by the undersigned both before and after the Secondary Public
Offering) will not on the date of the execution of the
Underwriting Agreement or on the Closing Date, contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
8. At any time during the period commencing on the
first business day after the execution of the Underwriting
Agreement and from time to time to thereafter for such period as
in the reasonable opinion of counsel for the Representatives a
prospectus is required by law to be delivered in connection with
sales by an underwriter or dealer, if there is any change in the
information referred to in paragraph 7 above, the undersigned
will promptly notify you and the Company of such change.
9. The undersigned has not taken, and will not take,
directly or indirectly, any action designed to, or which might
reasonably be expected to, cause or result in stabilization or
manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares pursuant to the
distribution contemplated by the Underwriting Agreement, and
other than as permitted by the Act, the undersigned has not
distributed and will not distribute any prospectus or other
offering material in connection with the offering and sale of the
Shares.
10. Certificate(s) in negotiable form for up to the
maximum number of shares of Common Stock that may be sold by the
undersigned to the Underwriters have been placed in custody with
the Custodian for the purpose of effecting delivery thereof under
the Underwriting Agreement.
11. Except as noted on Attachment A hereof, the
undersigned (and, if the undersigned is (i) a trust, each of the
trustees and beneficiaries of such trust or (ii) a partnership,
each of the partners) is not a "member"* of the NASD, a
controlling shareholder of a "member", a "person associated with
a member"* or an "affiliate"* of a "member" or a member of the
"immediate family"* of any of the foregoing or an "underwriter or
related person"* with respect to the proposed offering of the
Common Stock.
12. The undersigned will furnish any and all
information which the Company, the Underwriters or their
respective counsel deems necessary or desirable in connection
with the preparation and filing of all amendments, post-effective
amendments and supplements to the Registration Statement, any
preliminary prospectus or the prospectus in the form first used
to confirm sales of shares of Common Stock in the offering
contemplated by the Underwriting Agreement) (the "Prospectus") or
any other filing with any regulatory body or agency (including
- --------
* See Attachment B hereto for the definition of these terms.
<PAGE>
the NASD), as well as any and all information which the
Commission, the NASD or any state securities regulatory authority
may request.
The foregoing representations, warranties and
agreements, as well as those contained in the Underwriting
Agreement and the Custody Agreement, are made for the benefit of,
and may be relied upon by, the other Selling Stockholders, the
Attorneys, the Company, Cleary, Gottlieb, Steen & Hamilton, the
Underwriters, Skadden, Arps, Slate, Meagher & Flom LLP and the
Custodian and their representatives, agents and counsel. In
addition, the foregoing representations, warranties and
agreements shall remain operative and in full force and effect,
and shall survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the
results thereof, made by or on behalf of any of the persons
listed in the preceding sentence, (ii) acceptance of the Shares
and payment for them under the Underwriting Agreement and (iii)
termination of this Power of Attorney.
It is understood that the Attorneys assume no
responsibility or liability to any person other than to deal with
the certificate(s) for shares of Common Stock and Option Shares
deposited with the Custodian pursuant to the Custody Agreement
and the proceeds from the sale of the Shares in accordance with
the provisions hereof. The Attorneys make no representations with
respect to and shall have no responsibility for the Registration
Statement or the Prospectus nor, except as herein expressly
provided, for any aspect of the offering of Common Stock and
Option Shares, and the Attorneys shall not be liable for any
error of judgment or for any act done or omitted or for any
mistake of fact or law except for the Attorneys' own gross
negligence or willful misconduct. The undersigned agrees to
indemnify the Attorneys for and to hold the Attorneys, jointly
and severally, free from and harmless against any and all loss,
claim, damage, liability or expense incurred by or on behalf of
the Attorneys, or any of them, arising out of or in connection
with acting as Attorneys under this Power of Attorney, as well as
the cost and expense of defending against any claim of liability
hereunder, which is not due to the Attorneys' own gross
negligence or willful misconduct. The undersigned agrees that the
Attorneys may consult with counsel of their choice (which may but
need not be counsel for the Company) and the Attorneys shall have
full and complete authorization and protection for any action
taken or suffered by the Attorneys, or any of them hereunder, in
good faith and in accordance with the opinion of such counsel.
It is understood that the purchase price per share of
Common Stock or Option Share to be paid in connection with the
offering contemplated by the Prospectus and the Underwriting
Agreement could be higher or lower than the price per share of
Common Stock as of the date hereof.
It is understood that the Attorneys shall serve
entirely without compensation.
This Power of Attorney shall be binding upon the
undersigned and the heirs, legal representatives, distributees,
successors and assigns of the undersigned.
This Power of Attorney shall be governed by the laws
of the State of New York without regard to the conflicts of laws
principles thereof.
<PAGE>
Witness the due execution of the foregoing Power of
Attorney as of the date written below.
Maximum Number of Shares of Common Stock
and Option Shares to be Sold by Selling
Stockholder at a price determined by
reference to the market price of the
Common Stock at the time of execution of
the Underwriting Agreement (not as of the
date hereof):
Number and Type of Shares:
Common Stock: ______________
Option Shares Subject
to Rollover Options: ______________
Option Shares Subject
To Executive Options: ______________
Maximum Total
Number of shares of
Common Stock and
Option Shares to be sold: ______________
Very truly yours,
_______________________________
_______________________________
Signature*
DATED: ___________________, 1998
Print Name and Address of Selling
Stockholder and Name and Title of any
Person Signing as Agent or Fiduciary:
___________________________________
___________________________________
___________________________________
___________________________________
Telephone: (_________)
- --------
* To be signed in exactly the same manner as the shares of
Common Stock are registered
Facsimile: (_________)
Tax Payer ID/
Social Security # _________________
<PAGE>
ACKNOWLEDGMENT
State of _________________ )
) ss.
County of ________________ )
On this the ___ day of ______________, 1998 before me
personally appeared ________________, who acknowledged the
signing of the foregoing instrument and that the same is the free
act and deed of such person (and if such person is signing on
behalf of a corporation, partnership or trust that the same is
the free act and deed of such corporation, partnership or trust
and that such person is duly authorized to sign the foregoing
instrument).
WITNESS my hand and official seal.
_______________________________
Notary's Signature
<PAGE>
ATTACHMENT A
STATEMENT OF RELATIONSHIP WITH A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
I, Selling Stockholder, have the following
relationship(s) with a member or members of the National
Association of Securities Dealers, Inc.:
<PAGE>
ATTACHMENT B
DEFINITIONS OF TERMS
1. The NASD defines a "member" as being any broker or
dealer admitted to membership in the NASD.
2. The NASD defines a "person associated with a
member" as being every sole proprietor, general or limited
partner, officer, director or branch manager of any member, or
any natural person occupying a similar status or performing
similar functions, or any natural person engaged in the
investment banking or securities business who is directly or
indirectly controlling or controlled by such member (for example,
any employee), whether or not any such person is registered or
exempt from registration with the NASD.
3. The NASD defines "affiliate" to include a company
which controls, is controlled by or is under common control with
a member. A company is presumed to control a member if the
company beneficially owns 10 percent (10%) or more of the
outstanding voting securities of a member which is a corporation,
or beneficially owns a partnership interest in 10 percent (10%)
or more of the distributable profits or losses of a member which
is a partnership. A company is presumed to be controlled by a
member if the member and persons associated with the member
beneficially own 10 percent (10%) or more of the outstanding
voting securities of a company which is a corporation, or
beneficially own a partnership interest in 10 percent (10%) or
more of the distributable profits or losses of a company which is
a partnership. A company is presumed to be under common control
with a member if (i) the same natural person or company controls
both the member and company by beneficially owning 10 percent
(10%) or more of the outstanding voting securities of a member or
company which is a corporation, or by beneficially owning a
partnership interest in 10 percent (10%) or more of the
distributable profits or losses of a member or company which is a
partnership or (ii) a person having the power to direct or cause
the direction of the management or policies of the member or the
company also has the power to direct or cause the direction of
the management or policies of the other entity in question.
4. The NASD defines "immediate family" of a person as
being such person's parents, mother-in-law, father-in-law,
husband or wife, brother or sister, brother-in-law or
sister-in-law, son-in-law or daughter-in-law, and children, or
any other person who is supported, directly or indirectly, to a
material extent by such person.
5. The NASD defines an "underwriter or related person"
with respect to a proposed offering as being any Underwriter,
Underwriter's counsel, financial consultants and advisors,
finders, members of the selling or distribution group, any member
participating in the proposed offering and any and all other
persons associated with or related to any members of the
immediate family of any of such persons.
<PAGE>
Exhibit 6
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/ Kevin Lavin
-------------------
Name: Kevin Lavan
Title: SVP Finance
