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 registration If this form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act and pursuant to Section 12(g) of the
is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [X] A.(d), please 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
The description of securities contained in Item 1 of the Registration
Statement of Form 8-A (File No. 001-14093) filed by Young & Rubicam ("Y&R") on
May 5, 1998 with respect to the Preferred Share Purchase Rights (the "Form 8-A")
is hereby 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 (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 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.
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 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.
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 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 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, (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 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.
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.
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Item 2. Exhibits
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Item 2 of the Form 8-A is hereby amended to add the following exhibit.
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).
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
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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/Stephanie W. Abramson
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Stephanie W. Abramson
Executive Vice President
and General Counsel
Date: March 9, 2000
