SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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, 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)
*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 5 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
20,816,698
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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
20,816,698
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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
25.7%
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12. TYPE OF REPORTING PERSON (See Instructions)
OO
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<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13G filed on
February 12, 1999 (the "Original Schedule 13G") on behalf of the Young &
Rubicam Management Voting Trust with respect 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"). All capitalized terms used in this Amendment and not otherwise
defined have the meanings ascribed to them in the Original Schedule 13G.
Page 3 of 5 Pages
<PAGE>
Item 4. Ownership.
Item 4 of the Original Schedule 13G is hereby amended to read in its
entirety as follows:
(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 5 Pages
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Item 6 of the original Schedule 13G is hereby amended by deleting the
last sentence thereof and inserting the following in its place: 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, 1999 approximately 4.8% 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 8. Identification and Classification of Members of the
Group.
Item 8 of the Original Schedule 13G is hereby amended to read in its
entirety as follows:
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 Stephanie W. Abramson, Thomas D. Bell, Jr., Michael
J. Dolan, Satish Korde and Edward H. Vick (each of whom is currently a member of
the senior management of the Company). So long as Thomas D. Bell, Jr. (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 Thomas D. Bell, Jr. (or such succcessor) and any two
other Voting Trustees and (ii) any action approved over the objection of Thomas
D. Bell, Jr. (or such successor) at a meeting of the Voting Trustees by the vote
of all of the other Voting Trustees, shall constitute the action of, and shall
be binding upon, the Young & Rubicam Management Voting Trust. 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.
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 14, 2000
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 5 of 5 Pages
