SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
YOUNG & RUBICAM INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-1493710
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(State of incorporation or organization) I.R.S. Employer
(Identification No.)
285 Madison Avenue
New York, New York 10017-6486
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant of Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
In 1998 Young & Rubicam Inc. (the "Company") adopted a stockholder rights
plan and entered into a Rights Agreement with The Bank of New York, pursuant
to which each outstanding share of Common Stock has attached to it one
associated right. The Company and WPP Group plc ("WPP") have entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 11, 2000,
by and among WPP, the Company and York Merger Corp., a wholly owned subsidiary
of WPP ("Merger Sub") providing for a business combination between the Company
and WPP. In connection with the transaction, the Company has amended its Rights
Agreement with the Bank of New York, dated May 1, 1998 (the "Rights Agreement")
by an Amendment No. 1, dated May 11, 2000. The amendment provides that the
execution and delivery of the Merger Agreement and the consummation of
transactions contemplated thereby shall not cause (i) WPP, Merger Sub or
affiliates or associates of WPP to be deemed Acquiring Persons, (ii) the
occurrence of a Distribution Date, or (iii) activation of "flip over" rights
under Section 13 of the Rights Agreement. The amendment also provides that the
Rights will expire immediately prior to the consummation of the merger in
accordance with the Merger Agreement.
To reflect the amendment to the Rights Agreement, the description of
securities contained in Item 1 of the Registration Statement on Form 8-A (File
No. 001-14093) filed by Young & Rubicam ("Y&R") on May 5, 1998, as amended and
restated on the Form 8-A/A filed on March 9, 2000, with respect to the Preferred
Share Purchase Rights (the "Form 8-A") is amended and restated in its entirety
as follows:
Y&R is authorized to issue 250,000,000 shares of common stock, par value
$0.01 per share (the "Common Stock"), and 10,000,000 shares of preferred stock,
par value $0.01 per share (the "Preferred Stock"), including 50,000 shares of
Preferred Stock designated money market preferred stock (the "Money Market
Preferred Stock") and 2,500,000 shares of Preferred Stock designated cumulative
participating junior preferred stock (the "Junior Preferred Stock").
Y&R has adopted a stockholder rights plan (the "Rights Plan") and entered
into a Rights Agreement, dated May 1, 1998 and amended as of May 11, 2000 (the
"Amendment" and as amended, the "Rights Agreement") with The Bank of New York
(the "Rights Agent"). Each outstanding share of Common Stock has attached to it
one associated right (each a "Right" and collectively the "Rights"). The terms
of the Rights are set forth in the Rights Agreement. Y&R's amended and restated
certificate of incorporation (the "Certificate of Incorporation") authorizes
Y&R's board of directors (the "Board of Directors") to adopt a stockholder
rights plan such as the Rights Plan.
Each Right entitles the registered holder under specified circumstances to
purchase from Y&R one one-hundredth of a share of Junior Preferred Stock at a
purchase price of $87.50, subject to adjustment (the "Purchase Price"). The
Purchase Price is payable in cash or by certified check or bank draft.
Junior Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Junior Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of
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shares of Junior Preferred Stock will be entitled to a minimum preferential
liquidation payment of $1 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of the
liquidation payment. Each share of Junior Preferred Stock will have 100 votes,
voting together with the Common Stock and the Money Market Preferred Stock and,
in the event of specified dividend arrearages, will also have the right, voting
as a class, to elect one director. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each share of
Junior Preferred Stock will be entitled to receive 100 times the amount received
per share of Common Stock. These rights are protected by customary anti-dilution
provisions. Because of the nature of their dividend, liquidation and voting
rights, the value of the one-one-hundredth interest in a share of Junior
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
Until the close of business on the Distribution Date (as defined below),
the Rights will be evidenced by the certificates representing shares of Common
Stock and no separate Right certificates will be issued or distributed. All
shares of Common Stock issued prior to the earlier of the Distribution Date or
the Expiration Date (as defined below) will be issued with Rights.
The term "Distribution Date" means the earlier of:
- the tenth business day after the Stock Acquisition Date (as defined
below); and
- the tenth business day (or such later day as may be determined by
action of the Board of Directors prior to such time as any person
becomes an Acquiring Person (as defined below)) after the date of the
commencement by any person (other than any Company Entity (as defined
below)) of, or the first public announcement of the intent of any
person (other than any Company Entity ) to commence (which intention
to commence remains in effect for five business days after this
announcement), a tender or exchange offer the completion of which
would result in any person becoming an Acquiring Person.
In no event shall the execution or delivery of the Merger Agreement or
consummation of the transactions contemplated thereby cause a Distribution Date.
The term "Stock Acquisition Date" means the time and day of the first
public announcement, including by the filing of a report pursuant to the
Securities Exchange Act of 1934, as amended, by Y&R or an Acquiring Person
indicating that an Acquiring Person has become an Acquiring Person.
The term "Acquiring Person" means any person who or which, together with
all affiliates and associates of that person, acquires beneficial ownership of
15% or more of the then outstanding shares of Common Stock (other than as a
result of an Approved Offer (as defined below)).
Notwithstanding the foregoing:
(1) a person shall not become an Acquiring Person if that person,
together with all of its affiliates and associates, becomes the
beneficial owner of
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15% or more of the then outstanding shares of Common Stock as a
result of a reduction in the number of shares of Common Stock
outstanding due to the repurchase of shares of Common Stock by
Y&R, unless and until such time as that person purchases or
otherwise becomes (as a result of actions taken by that person or
any of its affiliates or associates) the beneficial owner of any
additional shares of Common Stock; and
(2) the term "Acquiring Person" shall not include any Company
Entity; and
(3) the term "Acquiring Person" shall not include any person who or
which, together with all affiliates and associates of that
person, becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock but who acquired beneficial
ownership of shares of Common Stock inadvertently, and that
person promptly (and in any event within 10 business days after
being so requested by Y&R) enters into an irrevocable commitment
satisfactory to the Board of Directors promptly (and in any event
within 20 business days or a shorter period as shall be
determined by the Board of Directors) to divest, and thereafter
promptly divests as required by the irrevocable commitment,
sufficient shares of Common Stock so that such person, together
with all of its affiliates and associates, ceases to be a
beneficial owner of 15% or more of the then outstanding shares of
Common Stock; and
(4) none of WPP, Merger Sub or affiliates or associates of WPP shall
become an "Acquiring Person" as a result of the execution and
delivery of the Merger Agreement or consummation of the
transactions contemplated thereby.
The term "Company Entity " means any of Y&R, any wholly owned subsidiary of
Y&R, any employee benefit plan or employee stock plan of Y&R or any wholly owned
subsidiary of Y&R, any person or entity holding shares of Common Stock which was
organized, appointed or established by Y&R or any such wholly owned subsidiary
for or under the terms of any employee benefit plan or employee stock plan, a
certain voting trust (the "Management Voting Trust"), created pursuant to the
Management Voting Trust Agreement dated December 12, 1996, a certain restricted
stock trust (the "Restricted Stock Trust"), created pursuant to the Young &
Rubicam Restricted Stock Trust Agreement dated December 12, 1996, as amended
March 13, 1998, the trustees under the Management Voting Trust or the Restricted
Stock Trust, any affiliate or associate of the Management Voting Trust or the
Restricted Stock Trust or any trustee under either of these trusts and any group
that includes the Management Voting Trust, the Restricted Stock Trust, any
trustee under either of these trusts or any affiliate or associate thereof.
The term "Approved Offer" means a tender offer or exchange offer for all
the outstanding shares of Common Stock which is at a price and on terms
approved, prior to the acceptance for payment of shares under the tender or
exchange offer, by the Board of Directors.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Stock. Certificates
representing shares of Common Stock issued prior to the earlier of the
Distribution Date and the Expiration Date will contain a
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legend incorporating the Rights Agreement by reference. Until the Distribution
Date, the surrender for transfer of any of the certificates representing shares
of Common Stock issued prior to the Distribution Date will also constitute the
transfer of the Rights associated with the Common Stock represented by that
certificate. Until the Distribution Date, the number of Rights associated with
each share of Common Stock will be proportionately adjusted in the event of any
dividend in Common Stock on the Common Stock or subdivision, combination or
reclassification of the Common Stock. In the event that Y&R purchases or
acquires any shares of Common Stock prior to the Distribution Date, any Rights
associated with those shares of Common Stock will be deemed canceled and retired
so that Y&R will not be entitled to exercise any Rights associated with the
shares of Common Stock that are no longer outstanding. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and these separate Rights certificates alone will
evidence the Rights. The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on May 31, 2008, unless they
have previously expired upon consummation of the combination with WPP in
accordance with the Merger Agreement or in connection with an Approved Offer (as
described in the Rights Agreement) or have been previously exchanged for shares
of Common Stock or have been previously redeemed by Y&R as described below (the
date and time of the earliest of such events to occur, the "Expiration Date").
Immediately upon the Stock Acquisition Date, proper provision will be made
so that each holder of a Right will thereafter have the right to receive, upon
exercise, Common Stock (or, in specified circumstances, cash, property or other
securities of Y&R) having a preexisting market value (as of shortly before the
Stock Acquisition Date), equal to two times the then current Purchase Price of
the Right. Notwithstanding any of the foregoing, following the occurrence of the
Stock Acquisition Date, all Rights that are, or (under circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person and
specified related parties will become null and void.
To illustrate the rights described in the preceding paragraph, at a
Purchase Price of $87.50 per Right, each Right not owned by an Acquiring Person
(or by specified related parties) following an event set forth in the preceding
paragraph would entitle its holder to purchase Common Stock (or other
consideration, as noted above) with a preexisting market value of $175.00 for
$87.50. Assuming that the Common Stock has a preexisting market value of $25.00
per share at that time, the holder of each Right would be entitled to purchase
seven shares of Common Stock for $87.50.
In the event that, at any time following the Stock Acquisition Date, other
than in connection with the combination with WPP in accordance with the Merger
Agreement, (1) Y&R is acquired in a merger or other business consolidation
transaction, (2) Y&R is the surviving corporation in a merger or other business
consolidation with any person and the Common Stock is changed into or exchanged
for stock or other securities of any other person or cash or any other property
(other than, in the case of any transaction described in (1) or (2), a merger or
consolidation that would result in all of the voting securities of Y&R
outstanding immediately prior thereto continuing to represent all of the voting
securities of Y&R or the surviving entity outstanding immediately after the
merger or consolidation and holders of these securities not having changed as a
result of the merger or consolidation) or (3) 50% or more of Y&R's assets
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or earning power is sold or transferred, each holder of a Right (except Rights
that previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, Common Stock of the acquiring company having a
market value equal to two times the then current Purchase Price of the Right.
The Purchase Price payable, and the fraction of a share of Junior Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution:
- in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Junior Preferred Stock (prior to the
Distribution Date) or the Common Stock;
- if holders of the Junior Preferred Stock are granted specified rights
or warrants to subscribe for Junior Preferred Stock or convertible
securities at less than the current market price of the Junior
Preferred Stock; or
- upon the distribution to holders of the Junior Preferred Stock of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends below specified levels or dividends payable in shares of
Junior Preferred Stock) or of subscription rights or warrants, other
than those referred to above.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. In addition, to the extent that Y&R does not have sufficient shares of
Common Stock issuable upon exercise of the Rights following the Stock
Acquisition Date, Y&R may, in some circumstances, reduce the Purchase Price. No
fractional shares of Junior Preferred Stock (other than fractions which are
integral multiples of one one-hundredth) will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Junior
Preferred Stock or the Common Stock on the last trading date prior to the date
of exercise.
At any time until the Stock Acquisition Date, Y&R may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right payable in cash, shares of
Common Stock or other consideration deemed appropriate by the Board of
Directors. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and thereafter the only
right of the holders of Rights will be to receive the $0.01 redemption price. In
addition, at any time after the Stock Acquisition Date, the Board of Directors
may elect to exchange all or part of the then-outstanding and exercisable Rights
(other than Rights that have become null and void as described above) for one
share of Common Stock. Both the redemption price and the exchange rate are
subject to adjustment.
Until a Right is exercised, the holder thereof will have no rights as a
stockholder of Y&R, including, without limitation, the right to vote or to
receive dividends. While the distribution of the Rights will not be taxable to
stockholders or to Y&R, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable for
Common Stock (or other consideration) or for Common Stock of an acquiring
company as set forth above.
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Any of the provisions of the Rights Agreement may be amended by the Board
of Directors prior to the Stock Acquisition Date. After the Stock Acquisition
Date, the provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity, to correct any defects or
inconsistencies, to make changes that do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person) or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption or to
modify the ability or inability of the Board of Directors to redeem the Rights
may be made when the Rights are not redeemable.
As long as the Rights are attached to the Common Stock, Y&R will issue one
Right for each share of Common Stock issued prior to the Distribution Date so
that all those shares will have attached Rights. Two million five hundred
thousand shares of Junior Preferred Stock initially have been reserved for
issuance upon exercise of the Rights.
The Rights Plan is designed to protect stockholders of Y&R in the event of
unsolicited offers to acquire Y&R and other coercive takeover tactics which, in
the opinion of the Board of Directors, could impair its ability to represent
stockholder interests. The provisions of the Rights Agreement may render an
unsolicited takeover of Y&R more difficult or less likely to occur or might
prevent the takeover, even though the takeover may offer Y&R's stockholders the
opportunity to sell their stock at a price above the then prevailing market
price and may be favored by a majority of Y&R's stockholders.
The foregoing summary of terms of the Rights is qualified in its entirety
by reference to the Rights Agreement, which is filed as an exhibit hereto.
Item 2. Exhibits
Item 2 to the Form 8-A by the Company is hereby amended and restated
to read in its entirety as follows:
1. Rights Agreement, dated as of May 1, 1998 (incorporated by reference
from Exhibit 4.9 to the Registration Statement on Form S-8 (File No.
333-46929) filed by Y&R).
2. Amendment No. 1, dated as of May 11, 2000, to the Rights Agreement
(filed herewith).
3.1 Amended and Restated Certificate of Incorporation of Y&R (incorporated
by reference from Exhibit 4.4 to the Registration Statement on Form
S-8 (File No. 333-57605) filed by Y&R).
4.3 Certificate of Designation for Y&R's Cumulative Participating Junior
Preferred Stock (incorporated by reference from Exhibit 4.3 to the
Registration Statement on Form S-1 (File No. 333-66883) filed by Y&R).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
By: /s/ Renee E. Becnel
Renee E. Becnel
Senior Vice President
Date: May 17, 2000
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EXHIBIT INDEX
Exhibit Description
1 Rights Agreement, dated as of May 1, 1998 (incorporated by reference
from Exhibit 4.9 to the Registration Statement on Form S-8 (File No.
333-46929) filed by Y&R).
2 Amendment No. 1, dated as of May 11, 2000, to the Rights Agreement.
3.1 Amended and Restated Certificate of Incorporation of Y&R (incorporated
by reference from Exhibit 4.4 to the Registration Statement on Form
S-8 (File No. 333-57605) filed by Y&R).
4.3 Certificate of Designation for Y&R's Cumulative Participating Junior
Preferred Stock (incorporated by reference from Exhibit 4.3 to the
Registration Statement on Form S-1 (File No. 333-66883) filed by Y&R).
EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT No. 1 (the "Amendment"), dated as of May 11, 2000, to the
Rights Agreement, dated as of May 1, 1998 (the "Rights Agreement"), between
Young & Rubicam Inc., a Delaware corporation (the "Company"), and The Bank of
New York, a New York banking corporation, as Rights Agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
B. WPP Group plc, an English public limited company ("Parent"), York
Merger Corp. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary
of Parent, and the Company have proposed to enter into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which Merger Sub will be merged with
and into the Company, with the Company as the surviving corporation (the
"Merger"), all on the terms and subject to the conditions set forth in the
Merger Agreement.
C. The Board of Directors has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement to
exempt the Merger and the Merger Agreement, and all of the transactions
contemplated thereby, in accordance with the terms thereof, from application of
the Rights Agreement.
D. Pursuant to Section 27 of the Rights Agreement, therefore, the
Board of Directors of the Company hereby resolves that an amendment to the
Rights Agreement as set forth herein is necessary and desirable to reflect the
foregoing, and the Company and the Rights Agent desire to evidence such
amendment in writing.
E. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set
forth herein, the Company and the Rights Agent hereby amend the Rights Agreement
as follows:
1. Section 1(a) of the Rights Agreement is modified and amended to
read in its entirety as follows:
(a) "Acquiring Person" shall mean (i) any Person (other than the H&F
Investors and other than any Permitted H&F 15% Transferee), who or
which, together with all Affiliates and Associates of such Person,
shall be or become the Beneficial Owner of fifteen percent (15%) or
more of the then outstanding shares of Common Stock (other than as a
result of an Approved Offer), (ii) the H&F Investors, if after the
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Record Date, the H&F Investors, together with all of their Affiliates
and Associates, shall acquire Beneficial Ownership of any additional
shares of Common Stock, such that following the acquisition of such
additional shares of Common Stock, (A) the H&F Investors beneficially
own fifteen percent (15%) or more of the then outstanding shares of
Common Stock, and, (B) if the Management Voting Trust is then in
existence, following the acquisition of such additional shares of
Common Stock, the H&F Investors beneficially own a greater percentage
of the Diluted Shares Outstanding than the percentage of the Diluted
Shares Outstanding subject to the Management Voting Trust at the time
of the acquisition of such additional shares of Common Stock (it being
understood that neither sales by, nor termination of, the Management
Voting Trust shall result in the H&F Investors becoming an Acquiring
Person pursuant to this clause (ii) absent a subsequent acquisition of
beneficial ownership of additional shares of Common Stock by the H&F
Investors or any of their Affiliates or Associates) or (iii) any
person who or which is a Permitted H&F 15% Transferee, if
contemporaneously with or subsequent to the Transfer from the H&F
Investors that resulted in such Person becoming a Permitted H&F 15%
Transferee, such Permitted H&F 15% Transferee, together with all of
its Affiliates and Associates, shall purchase or otherwise become the
Beneficial Owner of any additional shares of Common Stock; provided,
however, that (w) a Person shall not become an Acquiring Person if
such Person, together with all of its Affiliates and Associates, shall
become the Beneficial Owner of fifteen percent (15%) or more of the
then outstanding shares of Common Stock (in the case of clause (i)
above) as a result of a reduction in the number of shares of Common
Stock outstanding due to the repurchase of shares of Common Stock by
the Company, unless and until such time as such Person shall purchase
or otherwise become (as a result of actions taken by such Person or
any of its Affiliates or Associates) the Beneficial Owner of any
additional shares of Common Stock; (x) "Acquiring Person" shall not
include any Company Entity; (y) "Acquiring Person" shall not include
any Person who or which, together with all Affiliates and Associates
of such Person, becomes the Beneficial Owner of fifteen percent (15%)
or more of the then outstanding shares of Common Stock (in the case of
clause (i) above) or any additional shares of Common Stock (in the
case of clauses (ii) and (iii) above) but who acquired beneficial
ownership of shares of Common Stock inadvertently, and such Person
promptly (and in any event within ten (10) Business Days after being
so requested by the Company) enters into an irrevocable commitment
satisfactory to the Board of Directors promptly (and in any event
within twenty (20) Business Days or such shorter period as shall be
determined by the Board of Directors) to divest, and thereafter
promptly divests as required by such commitment, sufficient shares of
Common Stock so that such Person, together with all of its Affiliates
and Associates, ceases to be a Beneficial Owner of fifteen percent
(15%) or more of the then outstanding shares of Common Stock (in the
case of clause (i) above) or such additional shares of Common Stock
(in the case of clauses (ii) and (iii) above); and (z) "Acquiring
Person" shall not include WPP Group plc, an English public limited
company ("WPP"), York Merger Corp., a Delaware corporation and wholly
owned subsidiary of WPP ("Merger Sub"), or any Affiliate or Associate
of WPP solely to the extent that each may, without being deemed an
Acquiring Person, execute and deliver the Agreement and
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Plan of Merger, dated as of May 11, 2000, by and among WPP, Merger Sub
and the Company, as it may be amended or supplemented from time to
time (the "Merger Agreement"), and consummate transactions
contemplated thereby.
2. The first paragraph of Section 3 of the Rights Agreement is amended
by inserting the following sentence after the first sentence thereof:
Notwithstanding the foregoing, no Distribution Date shall occur as a
result of the execution and delivery of the Merger Agreement or
consummation of the transactions contemplated thereby.
3. The first sentence of Section 7 of the Rights Agreement is modified
and amended to read in its entirety as follows:
(a) Subject to Sections 7(e), 7(f), 9(e) and 11(a)(iii) hereof, the
registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights
Agent at its principal office or such other office designated by it
for such purpose, together with payment of the Purchase Price for each
one-hundredth of a Preferred Share (or other securities, cash and/or
assets, as the case may be) as to which the Rights are exercised, at
or prior to the earliest of (i) the close of business on May 1, 2008
(the "Final Expiration Date"), (ii) the date and time at which the
Rights are redeemed as provided in Section 23 hereof (the "Redemption
Date"), (iii) the date and time at which the Rights are exchanged as
provided in Section 24 hereof, (iv) the date and time at which the
Rights expire pursuant to Section 13(d), or (v) immediately prior to
the consummation of the merger of Merger Sub with and into the Company
as contemplated by and in accordance with the Merger Agreement (the
"Merger") (such earliest date and time being referred to herein as the
"Expiration Date").
4. Section 13 of the Rights Agreement is amended by inserting the
following clause at the end of such Section:
(g) Notwithstanding anything in this Agreement to the contrary, this
Section 13 shall not apply to the Merger.
5. This Amendment shall become effective as of the date of the Merger
Agreement. If the Merger Agreement is terminated without the Effective Time (as
defined in the Merger Agreement) having occurred, this Amendment shall be null
and void.
6. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.
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7. This Amendment to the Rights Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
8. In all respects not inconsistent with the terms and provisions of
this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this Amendment, the
Rights Agent shall be entitled to all the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Rights Agreement.
9. If any term, provision, covenant or restriction of this Amendment
to the Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first above written.
YOUNG & RUBICAM INC.
By: /s/ Stephanie W. Abramson
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Name: Stephanie W. Abramson
Title: Executive Vice President, General
Counsel
THE BANK OF NEW YORK
By: /s/ Richard Hanrahan
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Name: Richard Hanrahan
Title: Assistant Vice President
