Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
OMNICOM GROUP INC.
(Exact name as specified in its charter)
New York 13-1514814
(State or other jurisdiction of
incorporation or organization) (IRS Employer Ident. No.)
437 Madison Avenue
New York, New York 10022
(212) 415-3600
(Address, including zip code, and telephone number,including
area code, of registrant's principal executive offices)
RAYMOND E. McGOVERN, ESQ.
Secretary
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
(212) 415-3600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications and notices to:
MICHAEL D. DITZIAN, ESQ.
Davis & Gilbert
1740 Broadway
New York, New York 10019
(212) 468-4800
Approximate date of commencement of proposed sale to
public: From time to time after this Registration Statement
comes effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment
plans, please check the following box: [ ]
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, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box: [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered Registered share (1) price (1) fee
Common
Stock, $.50 58,466 shs. $51.0625 $2,985,420 $1,030
par value
__________________
(1) Estimated solely for the purposes of calculating the
registration fee. Pursuant to Rule 457(c), on the basis of
the market price per share on Friday, July 29, 1994.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
Dated August 2, 1994
58,466 Shares of Common Stock
($.50 Par Value)
OMNICOM GROUP INC.
_______________________
This Prospectus relates to 58,466 shares of the
Company's Common Stock heretofore issued to the persons listed as
the Selling Shareholders as consideration in connection with the
acquisition by the Company as more fully described herein, of a
company engaged in the public relations business. Such shares of
Common Stock are being offered for the respective accounts of the
Selling Shareholders. The Company will receive no proceeds from
the sale of such shares of Common Stock by the Selling
Shareholders. The expenses of preparing and filing the
Registration Statement of which this Prospectus forms a part are
being paid by the Company, except for costs of legal counsel for
the Selling Shareholders.
(Continued on the Following Page)
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________
Information contained herein is subject to completion
or amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
_______________________
The Date of this Prospectus is , 1994.
<PAGE>
The Company has been advised by the Selling
Shareholders that there are no underwriting arrangements with
respect to the sale of such shares of Common Stock and that
brokerage fees will be negotiated and paid by the Selling
Shareholders in connection with any sale, which sales may be
effected from time to time on the New York Stock Exchange at
their prevailing prices, or in negotiated transactions. The
Selling Shareholders may be deemed to be underwriters within the
meaning of the Securities Act of 1933, as amended.
The Company has agreed to indemnify certain of the
Selling Shareholders against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended.
The Selling Shareholders have severally agreed to indemnify the
Company against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended.
The Company's Common Stock is traded on the New York
Stock Exchange, Inc. under the symbol OMC. On Monday, August 1,
1994, the last reported sale price for such shares, as reported
by the New York Stock Exchange, was $51.125 per share.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING
CONTEMPLATED HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH
IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports
and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information
filed by the Company with the Securities and Exchange Commission
may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of
the Commission: 75 Park Place, New York, New York 10007; and the
Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621; and copies of such material may be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549
at prescribed rates. In addition, reports, proxy statements and
other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the
Company with the Securities and Exchange Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994;
(c) The Company's definitive Proxy Statement dated
April 11, 1994; and
(d) The description of the Company's Common Stock
contained in the Registration Statement filed pursuant to Section
12 of the Exchange Act, together with all amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of
Common Stock offered hereby shall be deemed to be incorporated by
reference into this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above
which have been incorporated into this Prospectus by reference
(other than exhibits to such documents). Requests for such
copies should be directed to Raymond E. McGovern, Secretary,
Omnicom Group Inc., 437 Madison Avenue, New York, New York 10022
(Telephone: (212) 415-3600).
THE COMPANY
The Company through its wholly and partially-owned
companies, operates advertising agencies which plan, create,
produce and place advertising in various media such as
television, radio, newspaper and magazines. The Company offers
its clients such additional services as marketing consultation,
consumer market research, design and production of merchandising
and sales promotion programs and materials, direct mail
advertising, corporate identification, and public relations. The
Company offers these services to clients worldwide on a local,
national, pan-regional or global basis. Operations cover the
major regions of North America, the United Kingdom, Continental
Europe, the Middle East, Africa, Latin America, the Far East and
Australia. In both 1993 and 1992, 52% of the Company's billings
came from its non-U.S. operations.
The Company was formed on August 29, 1986 in a merger
of three major advertising agencies and certain of their
subsidiaries. Today, the Company is the parent company of three
separate, independent agency networks: the BBDO Worldwide
Network, the DDB Needham Worldwide Network and the TBWA
International Network. The Company also operates independent
agencies, Altschiller Reitzfeld, and Goodby, Silverstein &
Partners, and certain marketing service and specialty advertising
companies through Diversified Agency Services Group.
The principal executive offices of the Company are
located at 437 Madison Avenue, New York, New York 10022. Its
telephone number is (212) 415-3600.
<PAGE>
SELLING SHAREHOLDERS
Pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated August 6, 1993 among Brodeur &
Partners, Inc. ("Brodeur"), the shareholders of Brodeur (the
"Selling Shareholders"), the Company and BPI Acquisition Inc., a
wholly-owned subsidiary of the Company ("Merger Sub"), the
Company acquired Brodeur by way of merger. Of the Selling
Shareholders, John Brodeur received 80,866 shares of Common
Stock; and Andrea Carney, Peter Connell, and John Magaldi each
received 4,756 shares of Common Stock.
As consideration for the Merger, the Company paid the
Selling Shareholders on the Closing Date a total of 95,134 shares
of Common Stock of the Company. The Company also agreed to issue
additional shares of Common Stock to the Selling Shareholders
after the Closing Date, on or about May 15th in each of 1994,
1995 and 1996, based upon an agreed upon formula and depending on
the results of operations of the surviving corporation of the
merger contemplated by the Merger Agreement. Accordingly, on May
17, 1994, an interim payment of 58,466 shares of Common Stock was
issued to the Selling Shareholders as follows: 49,694 shares of
Common Stock to John Brodeur; 2,924 shares of Common Stock to
each of Peter Connell, John Magaldi and Andrea Carney. Of such
shares, 38,996 shares of Common Stock issued to John Brodeur and
2,294 shares of Common Stock issued to each of Peter Connell,
John Magaldi and Andrea Carney were placed into escrow. All or a
part of such escrowed shares of Common Stock will be paid to the
Selling Shareholders in 1995 based upon an agreed upon formula
and depending on the results of operations for Brodeur in 1993
and 1994. Any shares of Common Stock which are not earned by the
Selling Shareholders under such formula will be returned to the
Company.
The Company has also agreed to protect the Selling
Shareholders against certain declines in the value of the Common
Stock received. To the extent that the net proceeds (after
brokerage commissions) from the sale of the shares of Common
Stock issued to the Selling Shareholders is less than the market
value of the Common Stock upon the issuance of such shares to the
Selling Shareholders, the Company will pay the Selling
Shareholders in cash the amount of any such deficiency; provided
that in each case the relevant sale is made within a certain
period after the effective date of the registration statement
covering such shares or, in certain cases, following the
expiration of the holding period mandated by Rule 144 under the
Securities Act, or in the case of the shares of Common Stock
covered by this Registration Statement, for 90 days following the
delivery of the shares of Common Stock out of escrow. Such
protection shall be proportionately reduced if fewer than all
shares of the Common Stock subject to such protection are sold
during the period. The Company did not make any payments to the
Selling Shareholders under these provisions with respect to the
95,134 shares issued on the Closing Date.
As part of the transaction, the Company entered into a
Registration Rights Agreement with the Selling Shareholders
pursuant to which the Company agreed to file a Registration
Statement on Form S-3 with the Securities and Exchange
Commission, upon the Selling Shareholders' request; and it is
pursuant to such request that this Registration Statement is
being prepared and filed.
None of the Selling Shareholders is currently an
affiliate of the Company; and except for the positions held by
Messrs. Brodeur and Connell and Ms. Carney as officers and
employees of Brodeur, none of them has had a material
relationship with the Company during the past three years.
After giving effect to the sale contemplated by this
Registration Statement, none of the Selling Shareholders will own
shares of Common Stock of the Company, but each will be eligible
to receive additional shares as described above.
DESCRIPTION OF COMMON STOCK
Each share of Common Stock entitles the holder thereof
to one vote on all matters submitted to a vote of shareholders.
All shares of Common Stock have equal rights and are entitled to
such dividends as may be declared by the Board of Directors out
of funds legally available therefor and to share ratably upon
liquidation in the assets available for distribution to
stockholders. The Company is not aware of any restrictions on
its present or future ability to pay dividends. However, in
connection with certain borrowing facilities entered into by the
Company and its subsidiaries, the Company is subject to certain
restrictions on current ratio, ratio of indebtedness to
capitalization, and the ratio of net cash flow to indebtedness.
The Common Stock is not subject to call or assessment, has no
preemptive conversion or cumulative voting rights and is not
subject to redemption. The Company's shareholders elect a
classified board of directors, and may not remove a director
except by an affirmative two-thirds vote of all outstanding
shares. A two-thirds vote is also required for the Company's
shareholders to amend the Company's by-laws or certain provisions
of the Company's charter documents, and to change the number of
directors comprising the full board.
The Company may issue Preferred Stock in series having
whatever rights and preferences the Board of Directors may
determine. One or more series of Preferred Stock may be made
convertible into Common Stock at rates determined by the Board of
Directors, and Preferred Stock may be given priority over the
Common Stock in payment of dividends, rights on liquidation,
voting and other rights. The Company has no current plans to
issue any Preferred Stock. Preferred Stock may be issued from
time to time upon authorization of the Board of Directors without
action of the shareholders.
The Company currently has outstanding $143,750,000 of
4.5%/6.25% Step-Up Convertible Subordinated Debentures with a
scheduled maturity in 2000, which are convertible into Common
Stock at a conversion price of $54.88, subject to adjustment in
certain events.
On June 1, 1994, the Company called for redemption on
July 27, 1994, its $100,000,000 of 6.5% Convertible Subordinated
Debentures (the "6.5% Debentures"). The 6.5% Debentures were
convertible into Common Stock at $28.00. On July 27, 1994 all of
the 6.5% Debentures were converted into Common Stock.
Chemical Bank, 450 West 33rd Street, New York, New York
10001 is the transfer agent and the registrar of the Common
Stock.
The Company mails to its stockholders annual reports
containing audited financial statements.
EXPERTS
The consolidated financial statements and schedules of
Omnicom Group Inc. and its subsidiaries incorporated by
reference in this Registration Statement, have been audited by
Arthur Andersen & Co., independent public accountants, to the
extent and for the periods indicated in their report with respect
thereto, and are included herein in reliance upon the authority
of said firm as expert in giving said report.
LEGAL MATTERS
Certain legal matters in connection with the legality
of the securities offered hereby will be passed upon for the
Company by Raymond E. McGovern, Esq., 437 Madison Avenue, New
York, New York 10022. Mr. McGovern is Secretary and General
Counsel of the Company. Mr. McGovern owns an aggregate of 65,120
shares of Common Stock, $.50 par value, of the Company, holds an
additional 10,500 shares of Common Stock under restricted stock
awards, and has the right to purchase 62,750 shares of Common
Stock upon the exercise of stock options granted by the Company.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the distribution of
the securities being registered (estimated except for the
registration fee), all of which will be borne by the Registrant,
are as follows:
Registration Fee $ 1,030.00
Legal Fees And Expenses $ 4,000.00
Miscellaneous Expenses $ 500.00
___________
Total $ 5,530.00
Item 15. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation contains
a provision limiting the liability of directors (except for
approving statutorily prohibited dividends, share repurchases or
redemptions, distributions of assets on dissolution or loans to
directors) to acts or omissions in bad faith, involving
intentional misconduct or a knowing violation of the law, or
resulting in personal gain to which the director was not legally
entitled. The Registrant's By-Laws provide that an officer or
director will be indemnified against any costs or liabilities,
including attorneys fees and amounts paid in settlement with the
consent of the registrant in connection with any claim, action or
proceeding to the fullest extent permitted by the New York
Business Corporation Law.
Section 722(a) of the New York Business Corporation Law
provides that a corporation may indemnify any officer or
director, made or threatened to be made, a party to an action
other than one by or in the right of the corporation, including
an action by or in the right of any other corporation or other
enterprise, which any director or officer of the corporation
served in any capacity at the request of the corporation, because
he was a director or officer of the corporation, or served such
other corporation or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily
incurred as a result of such action, or any appeal therein, if
such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in, or in the case of service
for any other corporation or other enterprise, not opposed to,
the best interests of the corporation and, in criminal actions,
in addition, had no reasonable cause to believe that his conduct
was unlawful.
Section 722(c) of the New York Business Corporation Law
provides that a corporation may indemnify any officer or director
made, or threatened to be made, a party to an action by or in the
right of the corporation by reason of the fact that he is or was
a director of the corporation, or is or was serving at the
request of the corporation as a director of officer of any other
corporation of any type or kind, or other enterprise, against
amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in
connection with an appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for another corporation or
other enterprise, not opposed to, the best interests of the
corporation. The corporation may not, however, indemnify any
officer or director pursuant to Section 722(c) in respect of (1)
a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in
which the action was brought or, if no action was brought, any
court of competent jurisdiction, determines in its discretion,
that the person is fairly and reasonably entitled to indemnity
for such portion of the settlement and expenses as the court
deems proper.
Section 723 of the New York Business Corporation Law
provides that an officer or director who has been successful on
the merits or otherwise in the defense of a civil or criminal
action of the character set forth in Section 722 is entitled to
indemnification as permitted in such section. Section 724 of the
New York Business Corporation Law permits a court to award the
indemnification required by Section 722.
The Company has entered into agreements with its
directors to indemnify them for liabilities or costs arising out
of any alleged or actual breach of duty, neglect, errors or
omissions while serving as a director. The Company also
maintains and pays premiums for directors' and officers'
liability insurance policies.
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
5 - Opinion of Raymond E. McGovern, Esq. as
to the legality of the shares of Common
Stock registered hereunder.
23.1 - Consent of Arthur Andersen & Co.
23.2 - Consent of Raymond E. McGovern, Esq.
(included in Exhibit Number 5).
24 - Powers of Attorney of certain of the
Directors of the Registrant authorizing
Bruce Crawford or Raymond E. McGovern to
sign this Registration Statement on
their respective behalfs.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement.
Provided however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of
post-effective amendment to this Registration Statement any of
the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
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-3 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 July 29, 1994.
OMNICOM GROUP INC.
Registrant
By: /s/ Raymond E. McGovern
Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Bruce Crawford
and Raymond E. McGovern, and each of them, his true and lawful
attorney-in-fact and agent, with full and several power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all
amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as they or he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the following capacities on July 29, 1994:
/s/ Bruce Crawford
President and Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Fred J. Meyer
Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Dale A. Adams
Controller
(Principal Accounting Officer)
John L Bernbach
Director
/s/ Bernard Brochand*
Director
/s/ Robert J. Callander*
Director
/s/ James A. Cannon*
Director
/s/ Leonard S. Coleman, Jr.*
Director
/s/ Peter Jones*
Director
/s/ John R. Purcell*
Director
/s/ Keith Reinhard*
Director
/s/ Allen Rosenshine*
Director
/s/ Gary L. Roubos*
Director
/s/ Quentin I. Smith, Jr.*
Director
/s/ Robin B. Smith*
Director
/s/ John Wren*
Director
/s/ Egon P.S. Zehnder*
Director
/s/ William G. Tragos *
Director
_________
*By Raymond E. McGovern, pursuant to power of attorney
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description Of Exhibit
5 Opinion of Raymond E. McGovern,
Esq. as to the legality of the
Common Stock registered hereunder
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Raymond E. McGovern, Esq.
(Included in Exhibit 5)
24 Powers of Attorney of certain of the
Directors of the Registrant authorizing Bruce
Crawford or Raymond E. McGovern to sign this
Registration Statement on their respective
behalfs.
Exhibit 5
July 29, 1994
Omnicom Group Inc.
437 Madison Avenue
New York, NY 10022
Re: Registration Statement on Form S-3
Gentlemen:
In my capacity as counsel to Omnicom Group Inc., a New
York corporation (the "Company"), I have been asked to render
this opinion in connection with a Registration Statement on Form
S-3 (the "Registration Statement") being filed by the Company
contemporaneously herewith on behalf of certain selling
shareholders named therein (the "Selling Shareholders") with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, covering an aggregate of 58,466 shares of
common stock, $.50 par value, of the Company being offered for
the respective accounts of the Selling Shareholders (the "Selling
Shareholders' Shares").
In that connection, I have examined the Certificate of
Incorporation and the By-Laws, both as amended, of the Company,
the Registration Statement, corporate proceedings relating to the
issuance of the Selling Shareholders' Shares, and such other
instruments and documents as I deemed relevant under the
circumstances.
In making the aforesaid examinations, I have assumed
the genuineness of all signatures and the conformity to original
documents of all copies furnished to me as original or
photostatic copies. I have also assumed that the corporate
records furnished to me by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, I am of the
opinion that the Selling Shareholders' Shares have been legally
issued and are fully paid and non-assessable shares of common
stock, $.50 par value, of the Company.
I hereby consent to the use of my opinion as herein set
forth as an exhibit to the Registration Statement and to the use
of my name under the caption "Legal Matters" in the Prospectus
forming part of the Registration Statement.
Very truly yours,
/s/ Raymond E. McGovern
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report, dated February 22, 1994 included in the Omnicom Group Inc.
Form 10-K for the year ended December 31, 1993 and to all
references to our Firm included in this Registration Statement.
New York, New York
July 29, 1994
/s/ Arthur Anderson & Co.
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Bernard Brochand
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Robert J. Callander
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ James A. Cannon
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Leonard S. Coleman, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Peter I. Jones
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ John R. Purcell
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Keith L. Reinhard
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Allen Rosenshine
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Gary L. Roubos
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Quentin I. Smith, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Robin B. Smith
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ John Wren
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ Egon P.S. Zehnder
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of Omnicom Group Inc., a New York corporation ("Omnicom"),
constitutes and appoints Bruce Crawford and Raymond E. McGovern,
and each of them, his true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, for
him and in his name place and stead, in any and all capacities, to
sign a Registration Statement on Form S-3 covering in the aggregate
up to fifty eight thousand four hundred and sixty six (58,466)
shares of Omnicom Common Stock, par value $.50 per share ("Omnicom
Shares"), to be filed on behalf of individuals who received such
Omnicom Shares pursuant to an Agreement and Plan of Merger, dated
August 6, 1993, by and among Omnicom Group Inc., BPI Acquisition
Inc., Brodeur & Partners, Inc., John Brodeur, Andrea Carney, Peter
Connell and John Magaldi, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: July 29, 1994
/s/ William G. Tragos
