SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Young & Rubicam Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
987425105
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in 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>
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CUSIP No. 987425105 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Young & Rubicam Management Voting Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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5. SOLE VOTING POWER
NUMBER OF
35,486,535
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SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON
0
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WITH 8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,486,535
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES (See Instructions)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
45.1%
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12. TYPE OF REPORTING PERSON (See Instructions)
OO
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<PAGE>
Item 1.
This statement relates to the common stock, par value $0.01 per share
("Common Stock"), as well as options to purchase shares of the 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.
(a) Name of Person Filing:
This Schedule 13G is being filed by the management voting trust
(the "Young & Rubicam Management Voting Trust") established pursuant to the
Management Voting Trust Agreement dated as of December 12, 1996.
(b) Address or Principal Office or, if none, Residence:
The business address of the Young & Rubicam Management Voting Trust
is c/o Young & Rubicam Inc., 285 Madison Avenue, New York, New York 10017.
(c) Citizenship:
See response to Item 4 on page 2.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
987425105
Item 3. If this statement is filed pursuant to sections
240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a(n):
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
Page 3 of 7 Pages
<PAGE>
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
(e) [ ] Investment adviser in accordance with
section 240. 13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) [ ] Church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
See response to Item 9 on page 2.
(b) Percent of class:
See response to Item 11 on page 2.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See response to Item 5 on page 2.
(ii) shared power to vote or to direct the vote:
See response to Item 6 on page 2.
(iii) sole power to dispose or to direct the disposition of:
See response to Item 7 on page 2.
(iv) shared power to dispose or to direct the disposition of:
See response to Item 8 on page 2.
Page 4 of 7 Pages
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Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
The beneficiaries of the Management Voting Trust who have deposited
shares of Common Stock and shares of Young & Rubicam Inc. money market
preferred stock, liquidating value of $115.00 (the "Money Market
Preferred Stock") into the Management Voting Trust are entitled to
receive the proceeds from the sale of those securities. The Young &
Rubicam Grantor Trust, which was established by the Company pursuant
to the Young & Rubicam Inc. Grantor Trust Agreement held as of
December 31, 1998 approximately 5.6% of the outstanding shares of
Common Stock of the Company and has the right to receive the proceeds
from the sale of those securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Pursuant to the Management Voting Trust Agreement, employee and former
employee equityholders of the Company (the "Management Investors") and the Young
& Rubicam Holdings Inc. restricted stock trust (the "Restricted Stock Trust")
are required to deposit with the Young & Rubicam Management Voting Trust all
shares of Common Stock and all shares of Money Market Preferred Stock, acquired
by them prior to the termination of the Young & Rubicam Management Voting Trust
(including Common Stock acquired upon the exercise of options, distributions
from the Restricted Stock Trust or otherwise). Common Stock sold by Management
Investors and the Restricted Stock Trust will be withdrawn from, and delivered
free of, the Young & Rubicam Management Voting Trust.
The Young & Rubicam Management Voting Trust has the unqualified right and
power to vote and to execute consents with respect to all shares of Common Stock
and all shares of Money Market Preferred Stock held by the Young & Rubicam
Management Voting Trust. The voting rights of the Young & Rubicam Management
Voting Trust are exercised by certain members of senior management of the
Company, in their capacities as voting trustees (the "Voting Trustees"). The
current Voting Trustees are Peter A. Georgescu, Stephanie W. Abramson, Thomas D.
Bell, Jr., Michael J. Dolan and Edward H. Vick (each of whom is currently a
member of the senior management of the Company). Prior to the date of this
filing, Alan J. Sheldon, Mitchell Kurz and John P. McGarry had resigned their
positions as Voting Trustees of the Management Voting Trust. So long as Peter A.
Georgescu (or a successor Chief Executive Officer elected with the approval of
the Young & Rubicam Management Voting Trust) is a Voting Trustee, any action (i)
approved in writing or at a meeting by Peter A. Georgescu (or such succcessor)
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 Young & Rubicam 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
foregoing voting procedures will also apply to the election and removal of
Voting Trustees, to proposals to increase or decrease the number of Voting
Trustees and to proposals to amend the foregoing voting procedures.
The Young & Rubicam Management Voting Trust will terminate when (i) no
person is the owner of more than 20% of the Outstanding Shares (as defined in
the Management Voting Trust Agreement) of Common Stock, (ii) the number of
shares of Common Stock held by the Young & Rubicam Management Voting Trust is
less than 10% of the Outstanding Shares of Common Stock or (iii) the Voting
Trustees determine to terminate the Young & Rubicam Management Voting Trust.
Pursuant to an irrevocable unanimous written consent of the Voting Trustees, the
Young & Rubicam Management Voting Trust will terminate on May 15, 2000, assuming
no earlier termination in accordance with its terms.
Item 9. Notice of Dissolution of Group.
Not applicable
Page 5 of 7 Pages
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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: February 12, 1999
YOUNG & RUBICAM MANAGEMENT VOTING TRUST
By /s/ Stephanie W. Abramson
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Stephanie W. Abramson as attorney-
in-fact on behalf of the Young &
Rubicam Management Voting Trust
Page 6 of 7 Pages
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Exhibit 1
Management Voting Trust
We, the voting trustees (the "Voting Trustees") of the Management Voting
Trust (the "Trust"), hereby certify that Stephanie W. Abramson is authorized to
sign reports to be filed by the Trust under Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder on effect
of the date hereof.
IN WITNESS HEREOF, we have hereunto set our names as of the 21 day of May,
1998.
By /s/ Peter A. Georgescu
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Peter A. Georgescu
By /s/ Alan J. Sheldon
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Alan J. Sheldon
By /s/ Thomas D. Bell, Jr.
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Thomas D. Bell, Jr.
By /s/ Michael J. Dolan
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Michael J. Dolan
By /s/ Mitchell Kurz
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Mitchell Kurz
By /s/ John P. McGarry, Jr.
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John P. McGarry, Jr.
By /s/ Edward H. Vick
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Edward H. Vick
Page 7 or 7
