Bell Thomas D Jr. – ‘3’ for 5/11/98 re: Young & Rubicam Inc.

As of:  Wednesday, 5/27/98   ·   For:  5/11/98   ·   Accession #:  903423-98-191   ·   File #:  1-14093

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Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of           6±    19K 
                Securities by an Insider                                         

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                      OMB APPROVAL
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======                                                                          
FORM 3                                                                          
======                                                                          

U.S. SECURITIES AND EXCHANGE COMMISSION               
Washington, D.C. 20549              

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES               

Filed pursuant to Section 16(a) of the Securities Exchange Act of               
1934, Section 17(a) of the Public Utility Holding Company Act of                
1935 or Section 30(f) of the Investment Company Act of 1940                     

=================================================================               

1.   Name and Address of Reporting Person*                                      

Bell, Jr.          Thomas               D.                            
-----------------------------------------------                       
(Last)             (First)             (Middle)                       

c/o Burson-Marsteller, 230 Park Avenue South                          
-----------------------------------------------                       
(Street)                          

New York           New York               10003                       
-----------------------------------------------                       
(City)             (State)                (Zip)                       

=================================================================               

2.   Date of Event Requiring Statement                                          
(Month/Day/Year)                                                      

5/11/98                                                               
-----------------------------                                         

=================================================================               

3.   IRS or Social                                                              
Security Number of                                                    
Reporting Person, if                                                  
an Entity (Voluntary)                                                 

-----------------------------                                         

=================================================================               

4.   Issuer Name and Ticker or Trading Symbol                                   

Young & Rubicam Inc. (YNR)                                            
------------------------------------                                  

=================================================================               

5.   Relationship of Reporting Person to Issuer                                 
(Check all applicable)                      

X   Director               X   10% Owner(1)                       
-----                      -----                                      

X   Officer (give        ----- Other (specify                     
----- title below)               below)                               

Executive Vice President and                                          
President and Chief Executive                                         
Officer of Burson-Marsteller                                          
-----------------------------                                         

=================================================================               

6.   If Amendment, Date of Original                                             
(Month/Day/Year)                                                      

-------------------------                                             

=================================================================               

7.   Individual or Joint/Group Filing                                           
(Check applicable line)                                               

X   Form filed by One Reporting Person                            
-----                                                                 

Form filed by More than One Reporting Person              
-----                                                                 

=================================================================               

                                                        [Enlarge/Download Table]

                                                                                                          

                      Table I -- Non-Derivative Securities Beneficially Owned                             

==========================================================================================================

1. Title of Security           2. Amount of Securities   3. Ownership Form:  4. Nature of Indirect        
   (Instr. 4)                     Beneficially Owned        Direct (D) or       Beneficial Ownership      
                                  (Instr. 4)                Indirect (I)        (Instr. 4)                
                                                            (Instr. 5)                                    
-------------------            -----------------------   -----------------   -----------------------      
Common Stock, par value                298,440                   D                                        
  $0.01 per share                                                                                         

----------------------------------------------------------------------------------------------------------
* If the Form is filed by more than one Reporting Person, see                                             
instruction 5(b)(v).                                                                                      

Reminder: Report on a separate line for each class of securities                
beneficially owned directly or indirectly                   

(Print or type responses)                                                       

                                            (Over)
                                   SEC 1473 (7/96)

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FORM 3 (continued)                                                              

Table II -- Derivative Securities Beneficially                                
Owned (e.g., puts, calls, warrants, options, convertible                        
securities)                                                                     

                                                        [Enlarge/Download Table]

                                                                                                                                  

==================================================================================================================================
1. Title of Derivative  2. Date Exercisable and  3. Title and Amount of Sec-     4. Conversion or  5. Ownership  6. Nature of     
   Security                Expiration Date          urities Underlying Deriva-      Exercise Price    Form of       Indirect      
   (Instr. 4)              (Month/Day/Year)          tive Security (Instr. 4)       of Derivative     Derivative    Beneficial    
                           --------------------     --------------------------      Security          Security:     Ownership     
                           Date        Expir-                     Amount or                           Direct (D)    (Instr. 5)    
                           Exerci-     ation                      Number of                           or Indirect                 
                           sable       Date         Title         Shares                              (I)                         
                                                                                                      (Instr. 5)                  
   ------------------      -------     -------      -----         ------------      --------------    ----------    ---------     
   Rollover Options        12/12/96      (2)        Common Stock   1,165,215           $ 1.92               D                     
    (right to buy)                                                                                                                

   Additional Options        (3)       12/17/07     Common Stock     176,550           $12.33               D                     
  (right to buy)                                                                                                                  

----------------------------------------------------------------------------------------------------------------------------------

Explanation of Responses:                                                       

(1)  The Reporting Person is one of the eight voting trustees                   
(the "Voting Trustees") of the voting trust (the "Management          
Voting Trust") established pursuant to the Management Voting          
Trust Agreement dated as of 12/12/96. The Management Voting           
Trust has the sole right to vote and execute consents with            
respect to all shares of Common Stock and Money Market                
Preferred Stock, par value $0.01 per share ("MMPS"), held by          
the Management Voting Trust. The voting rights of the                 
Management Voting Trust are exercised by the Voting                   
Trustees. So long as Young & Rubicam's current Chief                  
Executive Officer, Peter A. Georgescu (or a properly                  
elected successor Chief Executive Officer), is a Voting               
Trustee, (i) any action approved in writing or at a meeting           
by Peter A. Georgescu (or such successor) and any two other           
Voting Trustees and (ii) any action approved over the                 
objection of Peter A. Georgescu (or such successor) at a              
meeting of the Voting Trustees by an aggregate vote of                
Voting Trustees equal to not less than the total number of            
Voting Trustees then in office minus two, shall constitute            
the action of, and shall be binding upon, the Management              
Voting Trust (unless there shall be fewer than seven Voting           
Trustees then in office, in which event any action under              
clause (ii) shall require the vote of all the Voting                  
Trustees other than Peter A. Georgescu (or such successor)).          
The Reporting Person disclaims the beneficial ownership of            
the 45,411,870 shares of Common Stock and MMPS held in the            
Management Voting Trust as of 5/11/98, other than securities          
reported in this filing.                                              

(2)  The above Rollover Options have a term of five years with                  
respect to 50% of the shares subject to such options and a            
term of seven years with respect to the other 50%.                    

(3)  The above Additional Options will become exercisable on                    
9/17/07, unless Burson-Marsteller, Landor Associates, Sudler          
& Hennessey and Cohn & Wolfe achieve a targeted operating             
profit budget commitment for the year ending December 31,             
1998, in which case such options will become exercisable with         
respect to 33 1/3% of the shares subject to such options              
on December 1, 2000, with respect to an additional 33 1/3%            
of such shares on December 31, 2001 and with respect to the           
remaining 33 1/3% of such shares on December 31, 2002.                

Mark T. McEnroe,                                                
Attorney-in-Fact,                                               
on behalf of Thomas                                             
D. Bell, Jr.                             5/27/98                
---------------------------------------   ---------------------                 
** Signature of Reporting Person               Date                       

**     Intentional misstatements or omissions of facts constitute               
Federal Criminal Violations. See 18 U.S.C. 1001 and 15            
U.S.C. 78ff(a).                                                   

Note:  File three copies of this Form, one of which must be manually            
signed.  If space provided is insufficient, See Instruction 6     
for procedure.                                                    

Potential persons who are to respond to the collection of information           
contained in this form are not required to respond unless the form              
displays a currently valid OMB number.                                          

                                   SEC 1473 (7-96)

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POWER OF ATTORNEY             

Know all by these presents, that the undersigned hereby             
constitutes and appoints Mark T. McEnroe and Renee E. Becnel the                
undersigned's true and lawful attorneys-in-fact to:                             

1. execute for and on behalf of the undersigned, reports to         
be filed in accordance with Section 16(a) and Section         
13(d) of the Securities Exchange Act of 1934, as amended      
(the "Exchange Act"), and the rules thereunder;               

2. do and perform any and all acts for and on behalf of the         
undersigned which may be necessary or desirable to            
complete and execute any such reports and timely file         
such reports with the United States Securities and            
Exchange Commission and any stock exchange or similar         
authority; and                                                

3. take any other action of any type whatsoever in                  
connection with the foregoing which, in the opinion of        
such attorneys-in-fact, may be of benefit to, in the          
best interest of or legally required by the undersigned,      
it being understood that the documents executed by such       
attorneys-in-fact on behalf of the undersigned pursuant       
to this Power of Attorney shall be in such form and           
shall contain such terms and conditions as such               
attorneys-in-fact may approve in such                         
attorneys-in-fact's discretion.                               

The undersigned hereby grants to such attorneys-in-fact             
full power and authority to do and perform any and every act and                
thing whatsoever requisite, necessary or proper to be done in the               
exercise of any of the rights and powers herein granted, as fully               
to all intents and purposes as the undersigned might or could do                
if personally present, with full power of substitution or                       
revocation, hereby ratifying and confirming all that such                       
attorneys-in-fact, or such attorneys-in-fact's substitute or                    
substitutes, shall lawfully do or cause to be done by virtue of                 
this Power of Attorney and the rights and powers herein granted.                
The undersigned acknowledges that the foregoing                                 
attorneys-in-fact, in serving in such capacity at the request of                
the undersigned, are not assuming any of the undersigned's                      
responsibilities to comply with Section 16(a) or Section 13(d) of               
the Exchange Act and the rules thereunder.                                      

This Power of Attorney shall remain in full force and               
effect until the undersigned is no longer required to file any                  
such report with respect to the undersigned's holdings of and                   
transactions in securities issued by Young & Rubicam Inc., unless               
earlier revoked by the undersigned in a signed writing delivered                
to the foregoing attorneys-in-fact.                                             

IN WITNESS WHEREOF, the undersigned has caused this Power           
of Attorney to be executed as of this 22nd day of May, 1998.                    

               By: /s/ Thomas D. Bell, Jr.
                      ............................
              Name:  Thomas D. Bell, Jr.
                       .........................
              Title: President and Chief
                      Executive Officer of
                     Burson - Marsteller
                         .........................

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘3’ Filing		Date		First		Last			Other Filings
		12/31/02		2
		12/31/01		2
		12/1/00		2
		12/31/98		2					10-K,  4,  5
		9/30/98		1					10-Q
Filed on:		5/27/98							3
For Period end:		5/11/98							3,  4
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