Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-34948
Prospectus Supplement No. 5
Dated October 3, 2000
The prospectus dated July 11, 2000, as supplemented through the date
hereof, 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
that, between September 15, 2000 and October 2, 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
Selling Securityholder Notes That May Be Sold
----------------------------------------------- ------------------------
Sage Capital............................................. $ 100,000
Teachers Insurance and Annuity Association............... 10,500,000
--------------------------------------------------------- ----------
Total.................................................... $10,600,000
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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.
