Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-34948
Prospectus Supplement No. 2
Dated August 8, 2000
The prospectus dated July 11, 2000, as supplemented by the Prospectus
Supplement dated July 11, 2000, relating to the offer for resale of up to
$287,500,000 aggregate principal amount of Young & Rubicam Inc.'s 3% Convertible
Subordinated Notes due 2005, and such shares of common stock as may be issued
upon conversion of the notes, is hereby supplemented to include the following
information in the "Selling Securityholders" section of the Prospectus
Supplement dated July 11, 2000.
The selling securityholders listed below provided us the information
contained in the following table with respect to themselves and the respective
principal amount of notes beneficially owned by them and which may be sold by
each of them under the prospectus, as supplemented. We have not independently
verified this information.
The selling securityholders may choose to sell notes and/or shares of
common stock issuable upon conversion of the notes from time to time. See "Plan
of Distribution" in the prospectus dated July 11, 2000.
The following table sets forth the name of each selling securityholder
who has, since July 11, 2000, provided Y&R with notice pursuant to the
registration agreement of its intent to sell or otherwise dispose of notes
and/or shares of common stock issuable upon conversion of the notes pursuant to
the registration statement, and the principal amount of notes which it may sell
from time to time pursuant to the registration statement.
Principal Amount
of Notes That
Selling Securityholder May Be Sold
----------------------------------------------------------- ----------------
Bank Austria Cayman Island, Ltd............................ $3,500,000
BT Equity Strategies....................................... 1,000,000
Credit Suisse First Boston Corporation..................... 16,699,000
Deutsche Bank Securities Inc............................... 5,000,000
Oppenheimer Convertible Securities Fund.................... 7,000,000
PIMCO Convertible Fund..................................... 2,500,000
Ramius Capital Group Holdings, Ltd......................... 750,000
----------------------------------------------------------- -----------
Total...................................................... $36,449,000
===========
The "Selling Securityholders" table in the prospectus, as supplemented,
is amended so that the principal amount of notes that may be sold by Elf
Aquitaine is increased from $200,000 to $400,000.
No selling securityholder identified above has, or within the past
three years has had, any position, office or other material relationship with
Y&R or Y&R's predecessors or affiliates, except as noted herein. Because the
selling securityholders identified above may offer all or some portion of the
notes and shares of common stock issuable upon conversion of the notes, no
estimate can be given as to the amount or percentage of notes or common stock
that will be held by such selling securityholders upon termination of any such
sales. In addition, the selling securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their notes, since the
date on which they provided the information regarding their holdings, in
transactions exempt from the registration requirements of the Securities Act.
Information concerning the selling securityholders identified above may change
from time to time and any such changed information will be set forth in
amendments or supplements to the prospectus or this prospectus supplement if and
when necessary.
