<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
REGISTRATION NO. 333
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
YOUNG & RUBICAM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7311 13-1493710
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
285 MADISON AVENUE
NEW YORK, NEW YORK 10017
(212) 210-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHANIE W. ABRAMSON, ESQ.
Executive Vice President, General Counsel
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
(212) 210-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
<TABLE>
<S> <C>
PETER H. DARROW, ESQ. MARK C. SMITH, ESQ.
Cleary, Gottlieb, Steen & Hamilton Skadden, Arps, Slate, Meagher & Flom LLP
One Liberty Plaza 919 Third Avenue
New York, New York 10006 New York, New York 10022
(212) 225-2000 (212) 735-3000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-46929
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $0.01 par value................ $19,090,000 $5,632
- --------------------------------------------------------------------------------------------------------
Preferred Share Purchase Rights(1)...........
- --------------------------------------------------------------------------------------------------------
Total........................................ $19,090,000 $5,632
========================================================================================================
</TABLE>
(1) Rights initially will trade together with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market price of the
Common Stock.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement relates to the public offering of Common Stock
contemplated by a registration statement on Form S-1, Registration No. 333-46929
(the "Prior Registration Statement"), and is filed solely to increase the dollar
value of the shares of Common Stock to be offered in such offering by
$19,090,000. The contents of the Prior Registration Statement, including all
exhibits thereto, are hereby incorporated by reference.
II-1
<PAGE> 3
EXHIBITS
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the
Registrant, as to the legality of the shares of Common Stock being
registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference from Exhibit 24.1 to the
Prior Registration Statement).
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 11, 1998.
YOUNG & RUBICAM INC.
By: /s/ STEPHANIE W. ABRAMSON
------------------------------------
Name: Stephanie W. Abramson
Title: Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and May 11, 1998
- ------------------------------------------------ Chief Executive Officer
Peter A. Georgescu (principal executive officer)
* Vice Chairman, Chief Financial May 11, 1998
- ------------------------------------------------ Officer
Michael J. Dolan and Director
(principal financial officer)
* Senior Vice President, Finance May 11, 1998
- ------------------------------------------------ (principal accounting officer)
Kevin Lavan
* Chief Operating Officer May 11, 1998
- ------------------------------------------------ and Director
Edward H. Vick
* Executive Vice President May 11, 1998
- ------------------------------------------------ and Director
Thomas D. Bell, Jr.
* Director May 11, 1998
- ------------------------------------------------
F. Warren Hellman
* Director May 11, 1998
- ------------------------------------------------
Richard S. Bodman
* Director May 11, 1998
- ------------------------------------------------
Philip U. Hammarskjold
* Director May 11, 1998
- ------------------------------------------------
Alan D. Schwartz
* Director May 11, 1998
- ------------------------------------------------
John F. McGillicuddy
</TABLE>
*By: /s/ STEPHANIE W. ABRAMSON
---------------------------------
Name: Stephanie W. Abramson
Title: Attorney-in-Fact
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
<C> <S> <C>
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to
the Registrant, as to the legality of the shares of Common
Stock being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference from Exhibit
24.1 to the Prior Registration Statement).
</TABLE>
II-4
<PAGE> 1
Exhibit 5.1
[Cleary, Gottlieb, Steen & Hamilton Letterhead]
Writer's Direct Dial: (212) 225-2370
May 12, 1998
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017-6486
Re: Young & Rubicam Inc.
Registration Statement on Form S-1 (No. 333-46929)
and Registration Statement on Form S-1 filed
pursuant to Rule 462(b)
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Young & Rubicam Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-1 (No. 333-46929) and the registration statement on Form S-1 filed
pursuant to Rule 462(b) (together, the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), for the registration of (i) 6,912,730
shares of Common Stock, par value $.01 per share (the "Common Stock"), to be
sold by the Company (the "Company Shares") and (ii) 9,687,270 shares of Common
Stock, plus an aggregate of up to 2,490,000 additional shares of Common Stock
issuable upon exercise of the overallotment option described in the Registration
Statement, to be sold by the selling stockholders named in the Registration
Statement (the "Secondary Shares" and, together with the Company Shares, the
"Shares"), and the related preferred share purchase rights (the "Rights") to be
issued pursuant to the Rights Agreement between the Company and The Bank of New
York, as Rights Agent (the "Rights Agent"), after giving effect to a stock
dividend of 14 shares of Common Stock which is payable for each share of Common
Stock outstanding as of the date of effectiveness of the registration statement
on Form S-1 (No. 333-46929) and payable on such date (the "Stock Dividend").
We have participated in the preparation of the Registration Statement and
have reviewed the originals or copies certified or otherwise identified to our
satisfaction of all such
<PAGE> 2
Young & Rubicam Inc., p.2
corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity
to the originals of all documents submitted to us as copies. In addition, we
have assumed and have not verified the accuracy as to factual matters of each
document we have reviewed.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:
1: The Company Shares have been duly authorized by all necessary
corporate action of the Company and, upon issuance of the Company Shares
against payment therefor in the manner described in the Registration Statement,
will be validly issued by the Company and will be fully paid and nonassessable.
2: The Secondary Shares have been duly authorized by all necessary
corporate action of the Company, the outstanding Secondary Shares have been
validly issued by the Company and are fully paid and nonassessable and, upon
issuance of the Secondary Shares to be issued pursuant to the Stock Dividend
such Secondary Shares will be validly issued by the Company and will be fully
paid and nonassessable.
3: Upon due authorization, execution and delivery of the Rights Agreement
by the Company and the Rights Agent, and upon issuance of the Company Shares
against payment therefor in the manner described in the Registration Statement
and issuance of the Secondary Shares to be issued pursuant to the Stock
Dividend, the Rights associated with the Shares will be validly issued.
The foregoing opinions are limited to the General Corporation Law of the
State of Delaware.
<PAGE> 3
Young & Rubicam Inc., p. 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
'Legal Matters' in the prospectus included in the Registration Statement. In
giving such consent, we do not thereby admit that we are 'experts' within the
meaning of the Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Victor I. Lewkow
-------------------------------
Victor I. Lewkow, a Partner
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 19, 1998
relating to the financial statements of Young & Rubicam Inc., which appears in
such Prospectus. We also consent to the application of such report to the
Financial Statement Schedules for the three years ended December 31, 1997
listed under Item 16(b) of this Registration Statement when such schedules are
read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included these schedules. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
May 12, 1998
