IPO Company Profile
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Young & Rubicam, Inc.
285 Madison Avenue, New York, NY 10017 * (212) 210-3000

The company is the fifth largest consolidated marketing and communications organization in the world. The company operates subsidiaries such as Young & Rubicam, Wunderman Cato Johnson, Burson-Marsteller, Landor Associates and Sudler & Hennessey.

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Furman Selz IncorporatedCo-manager (212) 309-8285
Goldman, Sachs & Co.Co-manager (212) 902-5959
Salomon Smith BarneyCo-manager (212) 723-7300

Offering Information
NYSE:YNR Service: SIC 7311
Type of Shares:Common Shares Filing Date:2/26/98
U.S. Shares:16,600,000 Offer Date:5/11/98
Non-U.S. Shares:0 Filing Range:$21.00 - $24.00
Primary Shares:6,700,000 Offer Price:$25.00
Secondary Shares:9,900,000 Gross Spread:$1.38
Offering Amount: $373,500,000 Selling:$0.82
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:13000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cleary, Gottlieb, Steen & Hamilton
Bank's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$1,382.74Assets:$1,528.02
Net Income:-$23.94Curr Assets:$1,087.12
EPS:-$7.65Liabilities:$2,189.73
Prior EPS:Curr Liab:$1,193.29
Cash Flow/Oper:$265.51Equity:-$661.71
Cash Flow/Fin:$139.67Cash:$160.26
Cash Flow/Inv:$67.14Working Cap:-$106.17

Competition
The marketing and communications industry is highly competitive. The company's principal competitors are large multinational marketing and communications companies, as well as numerous smaller agencies that operate in one or more countries or local markets. The company must compete with such other companies and agencies to maintain existing client relationships and to obtain new clients and assignments. Some clients, such as U.S. governmental agencies, require agencies to compete for business at mandatory intervals. Principal competitive factors include an agency's creative reputation, knowledge of media, financial controls, geographical coverage and diversity, relationships with clients and quality and breadth of services. Recently, traditional advertising agencies have also been competing with major consulting firms which have developed practices in marketing and communications, and with smaller companies such as systems integrators, database marketing and modeling companies and telemarketers, which are offering technological solutions to marketing and communications issues faced by clients.

Business Plan
The company's strategy consists of the following key components: (I) Increase Penetration of Key Corporate Accounts, (ii) Develop New Client Relationships, (iii) Leverage Existing Global Network, (iv) Capitalize on Existing Capabilitites, (v) Utilize Superior Consumer Knowledge and Brand Insights, (vi) Cultivate Creative Excellence, (vii) Improve Operating Efficiencies and (viii) Expand Capabilities Through Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to reduce indebtedness and for general corporate purposes.

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