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.
<PAGE>
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 68,333 shs. $48.875 $3,339,775.50 $1,151.65
par value
______________________________
(1) Estimated solely for the purposes of calculating the
registration fee. Pursuant to Rule 457(c), on the basis of
the market price per share on Tuesday, February 22, 1994.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
Dated February 24, 1994
68,333 Shares of Common Stock
($.50 Par Value)
OMNICOM GROUP INC.
_______________________
This Prospectus relates to 68,333 shares of the Company's
Common Stock heretofore issued to the persons listed as the
Selling Shareholders as consideration in connection with
acquisitions by the Company as more fully described herein, of
companies engaged in the advertising, direct marketing and
related businesses. 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 Tuesday, February
22, 1994, the last reported sale price for such shares, as
reported by the New York Stock Exchange, was $49 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, 1992, and the Form 10-K/A filed by
the Company on June 25, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993, and September
30, 1993;
(c) The Company's definitive Proxy Statement dated
April 5, 1993; 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
<PAGE>
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 1992 and 1991, 52% and 48% respectively 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 acquisition of the TBWA International
Network was consummated on May 26, 1993. The Company is also the
parent company of independent agencies, Altschiller Reitzfeld,
and Goodby, Berlin & Silverstein, 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
On August 19, 1993 (the "Completion Date"), the Company
acquired an additional 55% of the share capital of Countrywide
Communications Group Ltd. ("Countrywide") from the Selling
Shareholders. Countrywide and its subsidiaries are engaged in
the public relations business in the United Kingdom; and as a
result of such acquisition, the Company, directly or indirectly,
owns 75% of the share capital of Countrywide.
As consideration for the Countrywide shares, the
Company paid to the Selling Shareholders on the Completion Date
an aggregate of 193,724 shares of Common Stock, and issued to the
Selling Shareholders on or about February 15, 1994, an aggregate
of 68,333 shares of Common Stock.
Under the provisions of the Purchase Agreement entered
into, the Company agreed to file for registration of the 68,333
shares of Common Stock issued to the Selling Shareholders covered
by this Registration Statement. The Company previously
registered the 193,724 shares of Common Stock issued to the
Selling Shareholders on the Completion Date, all of which shares
were sold by the Selling Shareholders pursuant to such effective
registration statement.
In addition, under the provisions of the Shareholders
Agreement entered into at the Completion, the Selling
Shareholders who retained in the aggregate shares and options
representing 1,485,604 shares in Countrywide have the right from
and after January 1, 1995, subject to certain limitations, to
require the Company to purchase all of their remaining shares in
Countrywide and the Company has the right to purchase such
remaining Countrywide shares upon a Selling Shareholder leaving
the employ of the Countrywide Group or as soon as the number of
Countrywide shares held by and/or under option to Selling
Shareholders falls below 148,560 shares (currently approximately
2.5% of the outstanding shares). The purchase price for the
shares of Countrywide upon the exercise of such put and call
options will be paid in pounds sterling and is based upon the
future earnings of the Countrywide Group, subject to a floor
price of 2.40 Pounds Sterling per share.
The Company has agreed to protect the Selling
Shareholders in certain cases against certain declines in the
value of the Common Stock received and/or certain fluctuations in
the foreign exchange rate applicable to Pounds Sterling. To the
extent that the net proceeds (after brokerage commissions and
currency translations from U.S. dollars to Pounds Sterling)
received by a Selling Shareholder from a sale or sales of the
Common Stock issued to him as purchase price under the Purchase
Agreement is less than the market value at which such Common
Stock was issued as purchase price, the Company will pay such
<PAGE>
Selling Shareholder in pounds sterling the amount of such
deficiency, provided that the sale of such shares is made within
90 days after the later of (i) the effective date of the
registration statement filed by the Company with respect to such
Common Stock, or (ii) 40 days from the date such Common Stock was
issued (being the period during which none of the shares of
Common Stock issued to the Selling Shareholders may be sold to
U.S. Persons, as mandated by Regulation S under the Securities
Act of 1933, as amended, the exemption on which the Company
relied in issuing the Common Stock to the Selling Shareholders).
None of the Selling Shareholders is currently an
affiliate of the Company; and except for the positions they hold
and have held with Countrywide and its subsidiaries as officers
and employees, none of them has had a material relationship with
the Company during the past three years.
The following table sets forth certain information with
respect to the Selling Shareholders:
Record
Record Number of Ownership of
Ownership of Shares of Common Stock
Common Stock Common Stock After Giving
Name of Selling at February Offered Effect to
Shareholder 16, 1993 for Sale Proposed Sale
Neil Alwyn Backwith 3,435 3,435 -0-
Jeremy Brooks 692 692 -0-
Paul Winston Cubitt 775 775 -0-
Simon James Forrester 476 476 -0-
Andrew John Gerrard 195 195 -0-
Julia Harrison 75 75 -0-
Peter Hehir 24,233 24,233 -0-
Elliot Roy Jackson 318 318 -0-
David John Lake 6,991 6,991 -0-
Barry Herbert Leggetter 3,349 3,349 -0-
Elizabeth Anne Licence 1,753 1,753 -0-
Geoffrey Brian Lye 14,060 14,060 -0-
Jennifer Mary Metcalfe 145 145 -0-
Paul William Miller 2,298 2,298 -0-
John Norman Orme 981 981 -0-
David Michael
Antony Rigby 1,096 1,096 -0-
Randy William
Packer Weeks 1,550 1,550 -0-
Christine Anne Woodcock 19 19 -0-
Stephanie Jane Browne 12 12 -0-
Grace Madeleine Drury 5 5 -0-
Lorraine Anne Garrett 5 5 -0-
Maureen Evelyn Hughes 7 7 -0-
<PAGE>
Tracy Dawn King 3 3 -0-
Bernard Vincent Mulford 75 75 -0-
Yvonne Margaret Pearman 3 3 -0-
Linda Claire Proffitt 10 10 -0-
Laura Stuart 10 10 -0-
Keith James Taylor 231 231 -0-
Roger H. Watkiss 141 141 -0-
Hehir Children's
Accumulation &
Maintenance
Settlement Trust 666 666 -0-
Lye Children's
Accumulation &
Maintenance
Settlement Trust 239 239 -0-
Pittaway Family
Settlement Trust 60 60 -0-
Countrywide Communications
Group Employee
Benefit Trust 517 517 -0-
Catherine Judith Anscomb 22 22 -0-
Alan Edward Butler 268 268 -0-
Andrew Charles Pittaway 501 501 -0-
Patrick Duncan Vercoe 1,552 1,552 -0-
Phillipa Doreen Prout 2 2 -0-
Jack Talbot 1,563 1,563 -0-
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, tangible net worth, 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.
<PAGE>
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 (i) $100,000,000
of 6.5% Convertible Subordinated Debentures with a scheduled
maturity in 2004, which are convertible into Common Stock at a
conversion price of $28.00, subject to adjustment in certain
events; and (ii) $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.
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.
<PAGE>
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 61,420 shares of
Common Stock, $.50 par value, of the Company, holds an additional
14,200 shares of Common Stock under restricted stock awards, and
has the right to purchase 49,000 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 $ 1,151.65
Legal Fees And Expenses $ 2,000.00*
Miscellaneous Expenses $ 500.00*
___________
Total $ 3,651.65*
- -----------------
* Estimated
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
<PAGE>
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 or 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).
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.
<PAGE>
(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 February 23, 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 February 22,
1994:
/s/ Bruce Crawford
Bruce Crawford
President and Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Fred J. Meyer
Fred J. Meyer
Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Raymond E. McGovern
Raymond E. McGovern
Secretary, General Counsel and Director
/s/ Dale A. Adams
Dale A. Adams
Controller
(Principal Accounting Officer)
John L. Bernbach
Director
Bernard Brochand
Director
/s/ Robert J. Callander
Robert J. Callander
Director
/s/ James A. Cannon
James A. Cannon
Director
Leonard S. Coleman, Jr.
Director
Peter Jones
Director
<PAGE>
John R. Purcell
Director
/s/ Keith L. Reinhard
Keith L. Reinhard
Director
/s/ Allen Rosenshine
Allen Rosenshine
Director
Gary L. Roubos
Director
/s/ Quentin I. Smith, Jr.
Quentin I. Smith, Jr.
Director
/s/ Robin B. Smith
Robin B. Smith
Director
/s/ John Wren
John Wren
Director
/s/ Egon P.S. Zehnder
Egon P.S. Zehnder
Director
<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)
EXHIBIT 5
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
February 23, 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 68,333 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 19, 1993 included in the Omnicom Group
Inc. Form 10-K for the year ended December 31, 1992 and as
amended by the Form 10-K/A filed with the Commission on June 25,
1993 and to all references to our Firm included in this
Registration Statement.
/S/ ARTHUR ANDERSEN & CO.
New York, New York
February 22, 1994
