UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Young & Rubicam Inc.
------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------
(Title of Class of Securities)
987425105
------------------------------------------------
(CUSIP Number)
Mark T. McEnroe, c/o Young & Rubicam Inc.,
285 Madison Avenue, New York, New York 10017, 212-210-3427
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 27, 1999
- --------------------------------------------------------------------------------
(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>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
Michael J. Dolan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER 0
OF ------------------------------------------------------
SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
332,699
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,500,928
------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,833,627
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
See Item 6 below
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephanie W. Abramson
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER 0
OF ------------------------------------------------------
SHARES BENEFICIALLY
OWNED
BY EACH REPORTING PERSON
WITH
8. SHARED VOTING POWER
0
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
265,765
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,598,758
------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,864,523
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
See Item 6 below
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark T. McEnroe
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER 0
OF ------------------------------------------------------
SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,466,953
------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,466,953
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
See Item 6 below
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<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 Mark T. McEnroe (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. Mark T. McEnroe is a Senior Vice President and
Legal Counsel 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.
(e) 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.
333-77235) and Amendment No. 1 thereto, which amendment includes a preliminary
prospectus (the "Preliminary Prospectus") dated May 6, 1999. 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 15,000,000 shares of Common Stock of the
Company in a secondary public offering (the "Secondary Public Offering") of
Common Stock of the Company. Of the aggregate amount of shares of Common Stock
of the Company being sold in the Secondary Public Offering, 12,000,000 shares
(plus up to an aggregate of 2,250,000 additional shares of Common Stock, solely
to cover over-allotments) will be offered for sale in the United States and
Canada through certain underwriters (the "U.S. Underwriters") represented by
Bear, Stearns & Co. Inc., Donaldson, Lufkin & Jenrette Securities Corporation,
Goldman, Sachs & Co., ING Baring Furman Selz LLC, Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., and 3,000,000 shares of Common Stock
of the Company will be offered for sale in a concurrent international offering
outside the United States and Canada through certain international managers (the
"International Managers", and together with the U.S. Underwriters, the
"Underwriters") represented by Bear, Stearns International Limited, Cazenove &
Co., Donaldson, Lufkin & Jenrette International, Goldman Sachs International,
ING Barings Ltd. as agent for ING Bank N.V., London Branch, Morgan Stanley & Co.
International Limited and Salomon Brothers International Limited.
The Reporting Persons have obtained from each Y&R Selling Stockholder a
separate Selling Stockholders' Irrevocable Power of Attorney, Spousal Consent
and Payment Instructions (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 June 30, 1999, 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 6,455,928 shares of Common Stock may be sold
to the Underwriters pursuant to the Powers of Attorney.
The Powers of Attorney were executed and delivered from time to time on and
after April 27, 1999. Stephanie W. Abramson is a Y&R Selling Stockholder who has
granted a Power of Attorney with respect to 45,400 shares of Common Stock.
Michael J. Dolan is a Y&R Selling Stockholder who has granted a Power of
Attorney with respect to 41,926 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 6,833,627 shares of Common Stock,
constituting approximately 10.1% of the shares outstanding, consisting of
4,896,908 outstanding shares of Common Stock (including 45,000 shares of Common
Stock held in a deferral trust) and 1,936,719 shares of Common Stock which are
issuable pursuant to currently exercisable options. Stephanie W. Abramson
beneficially owns 6,864,523 shares of Common Stock, constituting approximately
10.2% of the shares outstanding, consisting of 5,006,059 outstanding shares of
Common Stock (including 142,830 shares of Common Stock held in a deferral trust)
and 1,858,464 shares of Common Stock which are issuable pursuant to currently
exercisable options. Mark T. McEnroe beneficially owns 6,466,953 outstanding
shares of Common Stock, constituting approximately 9.6% of the shares
outstanding, consisting of 4,634,574 outstanding shares of Common Stock
(including 11,025 shares of Common Stock held in a deferral trust) and 1,832,379
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 6,455,928 shares of Common Stock, which
includes 1,832,379 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 332,699 shares of
Common Stock, which includes 104,340 shares of Common Stock which are issuable
pursuant to currently exercisable options, held in an individual capacity; and
Stephanie W. Abramson has the sole power to dispose of 265,765 shares of Common
Stock, which includes 26,085 shares of Common Stock which are issuable pursuant
to currently exercisable options, 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 six 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 May 3, 1999, the Trust had sole
voting power over 34,958,150 shares of Common Stock, including 11,863,540 shares
issuable upon exercise of currently exercisable options, constituting
approximately 45.0% 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 Standstill and Lock Up
Agreement (each a "Lock Up Agreement", and collectively, the "Lock Up
Agreements"), a form of which is attached hereto as Exhibit 4, 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) and (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 of 120 days after the date of
the final prospectus relating to the Secondary Public Offering. The Preliminary
Prospectus disclosed 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 Selling Stockholders' Irrevocable Power of
Attorney, Spousal Consent and Payment Instructions
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 Standstill and Lock Up Agreement
Exhibit 5 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 6 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)
<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: May 7, 1999
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: May 7, 1999
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: May 7, 1999
By: /s/ Mark T. McEnroe
------------------------
Name: Mark T. McEnroe
Title: Senior Vice President
<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)
- ------------------------------- --------------------
Stephanie W. Abramson 45,400
Stuart Agres 40,000
Stephen S. Aiello 20,672
Stig Albinus 10,000
Jean-Marc Bara 35,588
Bernard Barnett 1,050
Stephen Baum 3,120
Kimberly Bealle 20,000
Martin Beck 33,915
Urs Beer 25,000
Jed Beitler 11,225
Theodore A. Bell 60,000
Thomas D. Bell, Jr. 130,891
Tom Benelli 7,000
Thomas Blach 19,050
Rene Boender 24,312
Bonnie Bohne 30,000
Etienne Boisrond 33,750
William Borrelle 1,841
Tiemen Bosma 40,000
Heinz-Georg Brands 22,712
Craig Branigan 46,446
Howard Breen 3,090
T. J. Broadbent 15,500
David Butter 24,465
Ignacio Cabezon 10,720
Patricia Cafferata 16,000
Roger Chiocchi 14,361
Ira Chynsky 13,750
Michael Claes 7,500
Neil Clark 23,481
Don Cogman 61,061
Thomas Coleman 2,300
Janet Coombs 16,428
David Coronna 6,000
Jose Maria Costa 12,000
Massimo Costa 11,110
Charles Courtier 10,000
Michael Cozens 20,000
Dominique Damato 15,000
Donald H. Davis 19,080
Ferdinand de Bakker 60,000
Pierre de Roualle 25,000
Jerome Dean 18,000
Joseph E. Dedeo 134,172
Lawrence Deutsch 19,660
Shelley Diamond 13,314
Michael J. Dolan 41,926
Terry Dukes 6,150
Daryl Elliott 20,885
Daisy Exposito 26,953
Michael Faems 20,440
Charles P. Farley 2,100
John Fenton 6,500
Ian Ferguson Brown 2,250
Patrick Ford 6,055
Richard Ford 7,500
Clark J. Frankel 30,000
Volker Franz 16,385
John Frew 6,030
Josie Garber 5,000
Enrico Gervasi 12,033
Christopher Grabenstein 10,188
William Green 10,000
David E. Greene 5,000
Victor Gutierrez 27,145
Cynthia Hampton 10,000
Tom Hansen 2,000
Peter Harleman 16,000
Fred Hawrysh 5,000
Jan Hedquist 36,522
Per Heggenes 17,451
Stefan Himpe 3,000
Toby Hoare 41,967
Barry Hoffman 6,800
James W. Hood 35,000
Penny Hooper 14,000
Roseanne Horn 12,675
Peter Horovitz 32,828
Richard Hosp 30,000
Eric Garrison Hoyt 7,670
Brian Hubbard 5,000
Jeff Hunt 17,014
Gigliola Ibba 21,000
Robert Igiel 52,170
Barbara Jack 178,553
Paal Marius Jebsen 11,085
William Johnston 19,185
James Kaplove 4,000
Mary Ellen Kenny 14,796
Kevin King 25,000
Edna Kissmann 21,500
Jackie Koh 27,535
Satish Korde 111,726
Philippe Krakowsky 7,375
Ingo Krauss 162,000
Kurt Krauss 3,120
Stephanie Kugelman 46,092
Mitchell Kurz 356,000
Jay Kushner 11,994
Marta La Rock 15,000
Jean-Paul Lafaye 64,400
Timothy Laing 25,000
Robert Lallamant 19,566
Kevin Lavan 9,000
Mark Levine 15,219
Marco Lombardi 16,680
Bennett R. Machtiger 6,450
Duncan Mackinnon 7,000
John F. Maltese 13,575
Helmut Matthies 166,000
Martin Maurice 16,000
Robert M. McDuffey 10,506
John P. McGarry, Jr. 309,706
Austin McGhie 22,875
David McLean 31,853
Gordon McLean 11,955
Bert Meerstadt 14,440
William C. Melzer 73,300
Diane Meskill-Spencer 27,195
Craig Middleton 34,700
David Minear 40,000
Dominique Missoffe 15,474
Fernan Montero 282,000
Fred Moolhuijsen 15,000
Frans Mootz 26,622
John Morris 14,007
Janice Muniz 17,400
Bruce S. Nelson 28,250
Charles G. Newton, Jr. 3,600
Lori Nicholson 10,000
Lars Nordstrom 13,050
Laurie Null 10,850
Hans Ohman 13,050
Steve Oroho 59,010
Stewart Owen 33,054
Santiago Alonso Paniagua 38,715
Manuel Perez 40,704
Diane Perlmutter 8,035
Graham Phillips 40,000
Dan Plouffe 3,300
Tim Pollak 264,000
Michael Porter 2,500
William A. Power 42,000
Tom Pratt 6,385
Joerg Puphal 9,745
John E. Putnam 9,172
Matthias Quadflieg 1,484
Serge Rancourt 121,895
Sheila Raviv 20,000
Courtney Reeser 10,017
Peter Rentschler 4,800
Ken Rietz 31,000
Jorg Rindlisbacher 19,500
Jorge Rodriguez 1,755
Robert Rosiek 2,170
John J. Ross 10,000
Maggie Ross 4,000
James Rossman 38,580
Alain Rousset 55,352
Amy Rubenstein 14,736
Nicholas Rudd 39,132
Michael Samet 77,136
John Sanders 112,435
Chris Savage 52,000
Matthew Schetlick 8,185
Angelika Schug 3,400
Gertrude Schutz 11,217
Tom Schwartz 3,500
James Scielzo 23,052
Steve Seyferth 17,300
Keith Sharp 14,194
Jessie Shaw 10,000
Thomas Shortlidge 44,000
Richard Sinreich 7,695
Robert Sive 13,236
Barbara Smith 10,000
Sylvia Soler 5,000
Linda Srere 50,000
Christoph Stadeler 40,000
Stanley Stefanski 160,642
Peter Steigrad 8,000
Debra Stern-Marrone 10,000
Peter Stringham 5,754
John Swan 28,000
Jane Talcott 5,217
Charlee Taylor-Hines 7,500
Lars Thalen 16,000
Clay Timon 85,088
Alan Vandermolen 33,390
John Vanderzee 39,132
Edward H. Vick 130,567
Marvin Waldman 25,305
Paula Waters 10,000
Gus Weill 13,560
Robert Wells 12,500
Anders Wester 22,965
Bruno Widmer 40,000
James Williams 16,000
Allan Winneker 44,487
Bob Wyatt 2,500
Kenneth Yagoda 13,116
Joanne Zaiac 27,629
Michael Zeigler 2,900
TOTAL 6,455,928
<PAGE>
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Selling Stockholders' Irrevocable Power
of Attorney, Spousal Consent and Payment
Instructions
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 Standstill and Lock Up Agreement
Exhibit 5 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 6 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)
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of May 7, 1999, among
Michael J. Dolan, Stephanie W. Abramson and Mark T. McEnroe.
W I T N E S S E T H
WHEREAS, as of the date hereof, each of Michael J. Dolan, Stephanie W.
Abramson and Mark T. McEnroe 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 Mark T.
McEnroe is individually eligible to file the Schedule 13D;
WHEREAS, each of Michael J. Dolan, Stephanie W. Abramson and Mark T.
McEnroe 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 Mark T. McEnroe 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 Mark T. McEnroe 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 Mark T. McEnroe 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 Mark T. McEnroe contained
therein, unless Stephanie W. Abramson knows or has reason to know that such
information is inaccurate.
4. Mark T. McEnroe hereby acknowledges that, pursuant to Rule
13d-1(k)(1)(ii) under the Exchange Act, Mark T. McEnroe is responsible for the
timely filing of the Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning Mark T. McEnroe
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 Mark T. McEnroe knows or has reason to know that such
information is inaccurate.
5. Each of Michael J. Dolan, Stephanie W. Abramson and Mark T. McEnroe
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
/s/Mark T. McEnroe, Attorney-in-Fact,
on behalf of Michael J. Dolan and
Stephanie W. Abramson
---------------------------------
/s/Mark T. McEnroe
---------------------------------
Mark T. McEnroe
<PAGE>
Exhibit 2
SELLING STOCKHOLDERS'
IRREVOCABLE POWER OF ATTORNEY,
SPOUSAL CONSENT AND PAYMENT INSTRUCTIONS (Management Version)
for sale of shares of common stock,
par value $.01 per share, of Young & Rubicam Inc.
Michael J. Dolan
Stephanie W. Abramson
Mark T. McEnroe
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 underwriters as are named therein, as representatives (the "U.S.
Representatives") of the several U.S. Underwriters to be named in Schedule I to
the Underwriting Agreement (the "U.S. Underwriters"), and Bear, Stearns
International Limited. Cazenove & Co., and such other underwriters as are named
therein, as representatives (the "International Representatives") of the several
International Managers to be named in Schedule II to the Underwriting Agreement
(the "International Managers"). The U.S. Underwriters and the International
Managers are hereinafter collectively referred to as the "Underwriters." The
U.S. Representatives and the International Representatives are hereinafter
collectively referred to as the "Representatives." 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 $.0l 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.
I. The undersigned (a "Selling Stockholder") hereby irrevocably constitutes and
appoints Michael J. Dolan, Stephanie W. Abramson and Mark T. McEnroe, 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 shares of Common Stock and Option Shares are sold to the
Underwriters pursuant to the Underwriting Agreement:
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 of custody agreement entered into in connection with
the secondary public offering of Common Stock in November 1998 (the "November
1998 Secondary Offering"), 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, Satish Korde, Peter A. Georgescu and Edward H. Vick, the
public offering price, the underwriters' discounts and commissions and the
purchase price per 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 not to
exceed 120 days after the date of the final prospectus prepared in connection
with the transactions contemplated by the Underwriting Agreement (the "1999
Secondary Public Offering")) (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 November 1998 Secondary Offering);
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 1.8 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 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 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.
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 Mark T. McEnroe 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
underwriting agreement and the custody agreement from the November 1998
Secondary Offering, 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.
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 June 30, 1999,
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.
II. 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 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.
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 1999 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 11.7 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. See Attachment B hereto for the definition of
these terms.
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
the NASD), as well as any and all information which the Commission, the NASD or
any state securities regulatory authority may request.
III. The undersigned hereby directs the Attorneys to cause the Custodian to pay
to the undersigned, the net proceeds, if any, from the sale of the Shares (after
deducting all amounts payable by the undersigned pursuant to paragraph I.7(iii)
above) in the manner as directed by the undersigned to the Attorneys on
Attachment C hereto.
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.
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: _______________, 1999
Print Name and Address of Selling Stockholder
and Name and Title of any Person Signing as
Agent or Fiduciary:
_____________________________
_____________________________
_____________________________
_____________________________
Telephone: ( )
___________________________
Facsimile: ( )
___________________________
Tax Payer ID/
Social Security #
___________________________
____________________
* To be signed in exactly the same manner as the shares of Common Stock are
registered
<PAGE>
ACKNOWLEDGMENT
State of________________________ )
) ss.
County of_______________________ )
On this the day of ______________, 1999 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>
Instruction: If you are an individual and are married, your spouse is required
to complete this form:
SPOUSAL CONSENT
I am the spouse of ____________________________. On behalf of myself my
heirs and legatees, I hereby join in and consent to the terms of the Power of
Attorney and agree to the sale of the shares of Common Stock or Option Shares of
Young & Rubicam Inc., registered in the name of my spouse or otherwise
registered, which my spouse proposes to sell pursuant to the Underwriting
Agreement (as defined therein).
Dated: ______________ ______, 1999
(Signature of Spouse)
<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>
ATTACHMENT C
Instruction: Indicate how you wish to receive payment of the net proceeds, if
any, for the shares of Common Stock or Option Shares of Young & Rubicam Inc.
sold to the Underwriters. A wire transfer can be made only to an account
standing in exactly the same name as the person or entity, including the
corporation or other association or trust, that is the registered owner of the
Common stock being sold.
MANNER OF PAYMENT
I request that payment of the net proceeds, if any, from the sale of the
shares of Common Stock or Options Shares of Young & Rubicam Inc. to be sold by
me pursuant to the Underwriting Agreement be made in the following manner (CHECK
ONE):
CHECK made payable to:
------------------------------------
to be sent to the following address:
------------------------------------
------------------------------------
Phone ( )
--------------------------
Please send by (check one):
First Class Mail
Federal Express
Federal Express Account Number
------------------------------------
WIRE TRANSFER to the following account:
Account name:
------------------------------------
Account No.:
------------------------------------
Bank
------------------------------------
(Name)
------------------------------------
(Address)
For United States residents:
ABA No. (9 digit bank routing number):
------------------------------------
For Non-United States residents:
Swift address/CHIPS U.I.D. number
(bank routing information):
------------------------------------
OTHER (please specify)
------------------------------------
<PAGE>
Exhibit 4
STANDSTILL AND LOCK UP AGREEMENT
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 underwriters as are named therein, as representatives (the "U.S.
Representatives") of the several U.S. Underwriters to be named in Schedule I to
the Underwriting Agreement (the "U.S. Underwriters"), and Bear, Stearns
International Limited, Cazenove & Co., and such other underwriters as are named
therein, as representatives (the "International Representatives") of the several
International Managers to be named in Schedule II to the Underwriting Agreement
(the "International Managers"). The U.S. Underwriters and the International
Managers are hereinafter collectively referred to as the "Underwriters." The
U.S. Representatives and the International Representatives are hereinafter
collectively referred to as the "Representatives." 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.
In order to afford the Company and the Representatives an opportunity to
successfully consummate the transactions contemplated by the Underwriting
Agreement (the "1999 Secondary Public Offering"), and to induce the Underwriters
that may participate in the 1999 Secondary Public Offering to continue their
efforts in connection therewith, during the period commencing on May 24, 1999
(the date on which the current lock up agreement expires) and ending on a date
no later than 120 days after the date of the final prospectus relating to the
1999 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.
Verytruly yours, Print Name and
Address of Selling Stockholder
and Name and Title of any
Person Signing as Agent or
Fiduciary:
________________________ ______________________________
______________________________
______________________________
_______________________ ______________________________
Signature* Telephone: ( )
Facsimile: ( )
Tax Payer ID/
Social Security #_____________
DATED:_______________, 1999
______________________
* To be signed in exactly the same manner as the shares of Common Stock are
registered
