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PAGE 1 OF 6 PAGES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. __)(1)
LUMINANT WORLDWIDE CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
550260 10 3
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(CUSIP Number)
SEPTEMBER 15, 1999
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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)
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(1) 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 or otherwise subject to the liabilities of that section of that Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP NO. 550260 10 3 13G PAGE 2 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
YOUNG & RUBICAM INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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5. SOLE VOTING POWER
5,952,113(2)
NUMBER OF ------------------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH
6,827,361(3)
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,827,361(3)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IS ROW (9) EXCLUDES
CERTAIN SHARES* / /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2%(4)
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12. TYPE OF REPORTING PERSON*
CO
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(2) Includes 1,800,000 shares of common stock subject to a currently
exercisable option. Young & Rubicam Inc. has the right at any time to convert,
on a one-for-one basis, its shares of common stock into shares of non-voting
common stock and its shares of non-voting common stock into shares of common
stock; PROVIDED, HOWEVER, that shares of non-voting common stock may not be
converted into shares of common stock if the conversion would result in Young &
Rubicam Inc. owning more than 18% of Luminant's issued and outstanding common
stock.
(3) Includes 875,248 shares of non-voting common stock and 1,800,000
shares of common stock subject to a currently exercisable option.
(4) Based on 24,213,248 shares of common stock and non-voting common
stock outstanding as of October 30, 1999 as reported in the Issuer's Form 10-Q
filed on November 15, 1999 for the quarter ended September 30, 1999.
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CUSIP NO. 550260 10 3 13G PAGE 3 OF 6 PAGES
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Luminant Worldwide Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4100 Spring Valley Road
Suite 750
Dallas, Texas 75244
ITEM 2(a). NAME OF PERSON FILING:
Young & Rubicam Inc.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
ITEM 2(c). CITIZENSHIP:
Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
550260 10 3
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CUSIP NO. 550260 10 3 13G PAGE 4 OF 6 PAGES
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under Section 15
of the Exchange Act;
(b) / / Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) / / Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) / / Investment company registered under Section
8 of the Investment Company Act;
(e) / / An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person
in accordance with Rule 13d-1(b)(ii)(G);
(h) / / A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act;
(j) / / Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. / /
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
6,827,361(5)
(b) Percent of Class:
26.2%(6)
(c) Number of shares as to which persons filing statement
have:
(i) Sole power to vote or to direct the vote:
5,952,113(7)
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(5) Includes 875,248 shares of non-voting common stock and 1,800,000
shares of common stock subject to a currently exercisable option.
(6) Based on 24,213,248 shares of common stock and non-voting common
stock outstanding as of October 30, 1999 as reported in the Issuer's Form 10-Q
filed on November 15, 1999 for the quarter ended September 30, 1999.
(7) Includes 1,800,000 shares of common stock subject to a currently
exercisable option.
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CUSIP NO. 550260 10 3 13G PAGE 5 OF 6 PAGES
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(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of:
6,827,361(8)
(iv) Shared power to dispose or to direct the
disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following / /.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
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.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
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(8) Includes 875,248 shares of non-voting common stock and 1,800,000
shares of common stock subject to a currently exercisable option.
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CUSIP NO. 550260 10 3 13G PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: February 11, 2000
YOUNG & RUBICAM INC.
By: /s/ Steven Blondy
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Name: Steven Blondy
Title: Senior Vice President
