[Letterhead of Young & Rubicam Inc.]
November 2, 2000
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: Young & Rubicam Inc.
Commission File No. 333-34948
Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933 (the
"Securities Act"), the undersigned registrant (the "Registrant") hereby
applies for an order granting the immediate withdrawal of its Registration
Statement on Form S-3, together with all exhibits and amendments thereto,
Commission File No. 333-34948 (collectively, the "Registration Statement").
The Registration Statement was originally filed with the Securities and
Exchange Commission (the "Commission") on April 17, 2000. The Registration
Statement was filed with the Commission pursuant to Rule 415 promulgated
under the Securities Act.
In connection with its issuance of its 3% Convertible Subordinated Notes
due 2005 (the "Securities") pursuant to a private placement, the Registrant
entered into a Registration Agreement, dated January 20, 2000 (the
"Registration Agreement"), pursuant to which it agreed to maintain a shelf
registration statement for the resale of the Securities and the shares
issuable upon conversion of the Securities. The Registrant filed the
Registration Statement to satisfy its obligation under the Registration
Agreement.
Pursuant to an Amended and Restated Agreement and Plan of Merger, dated as
of May 11, 2000, on October 4, 2000, an indirect wholly owned subsidiary of
WPP Group plc ("WPP") merged (the "Merger") with and into the Registrant
and the Registrant became a wholly owned subsidiary of WPP. In connection
with the Merger, the Registrant solicited and obtained the consent of the
holders of the Securities to amend the Registration Agreement to release
the Registrant from its obligations to maintain a shelf registration
statement and to amend certain provisions of the indenture relating to the
Securities. In exchange for holders of the Securities consenting to the
amendments to the Registration Agreement and indenture, WPP fully and
unconditionally guaranteed the Securities. This guarantee and the shares of
WPP into which the Securities are convertible after the Merger were
registered pursuant to a Registration Statement on Form F-4 (Commission
File No. 333-43650). Simultaneously, with this registration, the Registrant
registered all of the Securities on a Registration Statement on Form S-4
(Commission File No. 333-43640).
Because (x) the Securities and the WPP shares issuable upon conversion
thereof have been registered under the Securities Act and (y) the
Registration Agreement has been amended to release the Registrant from its
obligations to maintain a shelf registration statement, we request an order
granting the withdrawal of the Registration Statement be issued by the
Commission as soon as possible.
If you have any questions regarding the foregoing application for
withdrawal, please contact Phil Richter of Fried, Frank, Harris, Shriver &
Jacobson, legal counsel to WPP and the Registrant at (212) 859-8763.
Sincerely,
YOUNG & RUBICAM INC.
By: /s/ Paul Richardson
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Name: Paul Richardson
Title: Chief Operating Officer
