FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
DATE OF REPORT (Date of earliest event reported): January 7, 2000
Commission file number 001-14093
YOUNG & RUBICAM INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-1493710
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
285 Madison Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 210-3000
(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
A press release in the form of Exhibit 1 hereto was issued by Young & Rubicam
Inc. on January 7, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Young & Rubicam Inc.
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(Registrant)
Date: January 7, 2000
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/s/ Jacques Tortoroli
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Name: Jacques Tortoroli
Title: Senior Vice President, Finance
Principal Accounting Officer
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EXHIBIT 1.
NEW YORK - January 7, 2000 - Young & Rubicam Inc. (NYSE: YNR) today announced
its intention, subject to market and other conditions, to raise approximately
$250 million through the sale of convertible subordinated notes. Young & Rubicam
will grant the initial purchasers an option to purchase additional notes to
cover any over-allotments.
The notes will be convertible, at the option of the holder, into shares of Young
& Rubicam's common stock at a conversion price to be determined.
Proceeds from the offering will be used to repay outstanding debt under Young &
Rubicam's existing bank credit facilities and to fund operations.
The notes will be sold to qualified institutional investors in a private
placement pursuant to Rule 144A under the Securities Act of 1933, as amended.
The notes will not be registered under the Securities Act and may not be offered
or sold in the United States absent registration under the Securities Act or
available exemptions from the registration requirements of the Securities Act.
Young & Rubicam Inc. is a diversified, global marketing and communications
organization with integrated services in advertising, database marketing and
customer relationship management, perception management and public relations,
branding identity consultation and design services, and healthcare
communications. Young & Rubicam is comprised of Young & Rubicam Advertising,
Dentsu Young & Rubicam, The Bravo Group/Kang & Lee, Wunderman Cato Johnson,
KnowledgeBase Marketing, Brand Dialogue, The Media Edge, Burson-Marsteller, Cohn
& Wolfe, Landor Associates, Sudler & Hennessey and other related companies.
This announcement contains statements that may be "forward-looking" as defined
in the Private Securities Litigation Reform Act of 1995. A variety of factors,
including revenues received from clients, gains or losses of clients and client
businesses and projects, the level of economic activity in the principal markets
in which Young & Rubicam conducts business and other trends affecting the
Company's financial condition or results of operations, the impact of
competition in the marketing and communications industry, and the Company's
liquidity and financing plans could cause Young & Rubicam's actual results to
differ materially from anticipated results or other expectations expressed in
the Company's forward-looking statements.
