OMB APPROVAL
OMB Number 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response......0.5
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FORM 3
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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*
Georgescu Peter A.
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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. Date of Event Requiring Statement
(Month/Day/Year)
5/11/98
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3. IRS or Social
Security Number of
Reporting Person, if
an Entity (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol
Young & Rubicam Inc. (YNR)
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5. Relationship of Reporting Person to Issuer
(Check all applicable)
X Director X 10% Owner (1)
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X Officer (give ----- Other (specify
----- title below) below)
Chief Executive Officer
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6. If Amendment, Date of Original
(Month/Day/Year)
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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>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Table I -- Non-Derivative Securities Beneficially Owned
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1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
(Instr. 4) Beneficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I)
(Instr. 5)
- ------------------- ----------------------- ----------------- -----------------------
Common Stock, par value 1,783,560 D
$0.01 per share
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* If the Form is filed by more than one Reporting Person, see
instruction 5(b)(v).
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly
(Print or type reponses)
(Over)
SEC 1473 (7/96)
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially
Owned (e.g., puts, calls, warrants, options, convertible
securities)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
==================================================================================================================================
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of Sec- 4. Conversion or 5. Ownership 6. Nature of
Security Expiration Date urities Underlying Deriva- Exercise Price Form of Indirect
(Instr. 4) (Month/Day/Year) tive Security (Instr. 4) of Derivative Derivative Beneficial
-------------------- -------------------------- Security Security: Ownership
Date Expir- Amount or Direct (D) (Instr.5)
Exerci- ation Number of or Indirect
sable Date Title Shares (I)
(Instr. 5)
------------------ ------- ------- ----- ------------ -------------- ---------- ---------
No securities owned
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</TABLE>
Explanation of Responses:
(1) The Reporting Person is one of the eight voting trustees
(the "Voting Trustees") of the voting trust (the "Management
Voting Trust") established pursuant to the Management Voting
Trust Agreement dated as of 12/12/96. The Management Voting
Trust has the sole right to vote and execute consents with
respect to all shares of Common Stock and Money Market
Preferred Stock, par value $0.01 per share ("MMPS"), held by
the Management Voting Trust. The voting rights of the
Management Voting Trust are exercised by the Voting
Trustees. So long as Young & Rubicam's current Chief
Executive Officer, Peter A. Georgescu (or a properly
elected successor Chief Executive Officer), is a Voting
Trustee, (i) any action approved in writing or at a meeting
by Peter A. Georgescu (or such successor) and any two other
Voting Trustees and (ii) any action approved over the
objection of Peter A. Georgescu (or such successor) at a
meeting of the Voting Trustees by an aggregate vote of
Voting Trustees equal to not less than the total number of
Voting Trustees then in office minus two, shall constitute
the action of, and shall be binding upon, the Management
Voting Trust (unless there shall be fewer than seven Voting
Trustees then in office, in which event any action under
clause (ii) shall require the vote of all the Voting
Trustees other than Peter A. Georgescu (or such successor)).
The Reporting Person disclaims the beneficial ownership of
the 45,411,870 shares of Common Stock and MMPS held in the
Management Voting Trust as of 5/11/98, other than securities
reported in this filing.
/s/ Mark T. McEnroe,
Attorney-in-Fact, on
behalf of Peter A.
Georgescu 5/27/98
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** Signature of Reporting Person Date
** 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 provided 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.
SEC 1473 (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 21st day of May, 1998.
By: /s/ Peter A. Georgescu
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Name: Peter A. Georgescu
.......................
Title: Chairman and
Chief Executive
Officer
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