Initial Public Offering (IPO): Registration of Additional Securities — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1MEF Form S-1, Pursuant to Rule 462(B) 5 20K
2: EX-5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton 3 12K
3: EX-23.1 Consent of Price Waterhouse LLP 1 5K
S-1MEF — Form S-1, Pursuant to Rule 462(B)
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
REGISTRATION NO. 333
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
YOUNG & RUBICAM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7311 13-1493710
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
285 MADISON AVENUE
NEW YORK, NEW YORK 10017
(212) 210-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHANIE W. ABRAMSON, ESQ.
Executive Vice President, General Counsel
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
(212) 210-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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PETER H. DARROW, ESQ. MARK C. SMITH, ESQ.
Cleary, Gottlieb, Steen & Hamilton Skadden, Arps, Slate, Meagher & Flom LLP
One Liberty Plaza 919 Third Avenue
New York, New York 10006 New York, New York 10022
(212) 225-2000 (212) 735-3000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-46929
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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========================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value................ $19,090,000 $5,632
--------------------------------------------------------------------------------------------------------
Preferred Share Purchase Rights(1)...........
--------------------------------------------------------------------------------------------------------
Total........................................ $19,090,000 $5,632
========================================================================================================
(1) Rights initially will trade together with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market price of the
Common Stock.
================================================================================
EXPLANATORY NOTE
This Registration Statement relates to the public offering of Common Stock
contemplated by a registration statement on Form S-1, Registration No. 333-46929
(the "Prior Registration Statement"), and is filed solely to increase the dollar
value of the shares of Common Stock to be offered in such offering by
$19,090,000. The contents of the Prior Registration Statement, including all
exhibits thereto, are hereby incorporated by reference.
II-1
EXHIBITS
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the
Registrant, as to the legality of the shares of Common Stock being
registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference from Exhibit 24.1 to the
Prior Registration Statement).
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 11, 1998.
YOUNG & RUBICAM INC.
By: /s/ STEPHANIE W. ABRAMSON
------------------------------------
Name: Stephanie W. Abramson
Title: Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and May 11, 1998
------------------------------------------------ Chief Executive Officer
Peter A. Georgescu (principal executive officer)
* Vice Chairman, Chief Financial May 11, 1998
------------------------------------------------ Officer
Michael J. Dolan and Director
(principal financial officer)
* Senior Vice President, Finance May 11, 1998
------------------------------------------------ (principal accounting officer)
Kevin Lavan
* Chief Operating Officer May 11, 1998
------------------------------------------------ and Director
Edward H. Vick
* Executive Vice President May 11, 1998
------------------------------------------------ and Director
Thomas D. Bell, Jr.
* Director May 11, 1998
------------------------------------------------
F. Warren Hellman
* Director May 11, 1998
------------------------------------------------
Richard S. Bodman
* Director May 11, 1998
------------------------------------------------
Philip U. Hammarskjold
* Director May 11, 1998
------------------------------------------------
Alan D. Schwartz
* Director May 11, 1998
------------------------------------------------
John F. McGillicuddy
*By: /s/ STEPHANIE W. ABRAMSON
---------------------------------
Name: Stephanie W. Abramson
Title: Attorney-in-Fact
II-3
EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
------- ----------- -------------
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to
the Registrant, as to the legality of the shares of Common
Stock being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference from Exhibit
24.1 to the Prior Registration Statement).
II-4
Dates Referenced Herein and Documents Incorporated by Reference
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