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) (I.R.S. Employer Identification 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
(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
<PAGE>
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
Title of Proposed Proposed
securities Amount maximum offering maximum Amount of
to be to be price per aggregate registration
registered registered share(1) offering price(1) fee
Common Stock, 176,326 $50 $8,816,300 $3,041.62
$.50 par value
(1) Estimated solely for the purposes of calculating the
registration fee. Pursuant to Rule 457(c), on the basis of
the market price per share on August 24, 1994.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
Dated August 26, 1994
176,326 Shares of Common Stock
($.50 Par Value)
OMNICOM GROUP INC.
_______________________
This Prospectus relates to 176,326 shares of the Company's
Common Stock heretofore issued to the persons listed as the Selling
Shareholders in connection with the acquisition by the Company and
by certain of its subsidiaries as of December 31, 1992 of the
capital shares held by the Selling Shareholders in certain French
companies, as more fully described herein, each of which is 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 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 Wednesday, August 24,
1994 the last reported sale price for such shares, as reported by
the New York Stock Exchange, was $50 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 STOCKHOLDER. 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.
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 June 30, 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).
<PAGE>
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.
SELLING SHAREHOLDERS
On December 19, 1988, various Equity Plans (the "Equity
Plans") were instituted pursuant to which the employees of the
operating companies in France of the DDB Needham Worldwide network
purchased shares in DDB Needham Worldwide Communications S.A.
("DDBN Holding"), DDB Needham Worldwide S.A. ("DDBN Agency"), DDB
Needham Worldwide Trade S.A. ("DDBN Trade") and Optimum Media S.A.
("OPM") (collectively, the "French Companies"). Except for the
shares of OPM which were purchased directly by the employees, the
shares in DDBN Holding, DDBN Agency and DDBN Trade were purchased
by S.D.M.H. S.A. ("SDMH"), S.D.M.A. S.A. ("SDMA"), and S.D.M.R.
S.A. ("SDMR"), respectively, companies in which such employees had
an interest. Under the Equity Plans, such employees were also
given the right to resell the shares they owned in SDMH, SDMA, SDMR
and OPM to the Company or one of its affiliates. On December 31,
1992, the Selling Shareholders exercised their rights to resell
their shares under each of the Equity Plans. Under the provisions
of the Equity Plans, the purchase price for the shares sold is to
be paid in two installments based upon the financial results of the
French Companies. The Interim and Final Payments were to be paid
in French Francs; however, the Selling Shareholders agreed to
accept shares of Common Stock in lieu of cash pursuant to a series
of Letter Agreements each dated May 5, 1993 (the "Letter
Agreements"). In connection with the Interim Payment, the Selling
Shareholders collectively received 150,799 shares of Common Stock.
Pursuant to the terms of the Letter Agreement the Company agreed
to file for registration such 150,799 shares of Common Stock issued
to the Selling Shareholders upon written demand therefor; it is
pursuant to such a request that a Registration Statement was filed
on June 28, 1993.
In connection with the Final Payment, the Selling
Shareholders collectively received 176,326 shares of Common Stock.
Herve Brossard, who was a shareholder in SDMH, SDMA, SDMR and OPM,
received an aggregate of 59,472 shares of Common Stock; Patrick
Ehringer, who was a shareholder in SDMH, SDMA, SDMR and OPM,
received an aggregate of 59,472 shares of Common Stock; Jean-
Pierre Seguret, who was a shareholder in SDMH, received 4,176
shares of Common Stock; Viviane Prat, who was a shareholder in
SDMH, SDMA, SDMR and OPM, received an aggregate of 21,077 shares
of Common Stock; Patrice Clipez, who was a shareholder in SDMH,
SDMA, SDMR and OPM, received an aggregate of 17,247 shares of
Common Stock; and Yves Gille, who was a shareholder in SDMH, SDMA,
SDMR and OPM, received an aggregate of 14,882 shares of Common
Stock. Pursuant to the terms of the Letter Agreement, the Company
agreed to file for registration such 176,326 shares of Common Stock
issued to the Selling Shareholders upon written demand therefor;
it is pursuant to such a request that this Registration Statement
is being filed. Except for the positions they now hold with a
French Company as officers and employees thereof, no Selling
Shareholder is currently an affiliate of the Company; and no
Selling Shareholder 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:
Beneficial
Ownership of
Beneficial Number of Shares of
Ownership of Shares of Common Stock
Name of Common Stock Common After Giving
Selling at Stock Offered Effect to
Shareholder August 26, 1994 for Sale Proposed Sale
Herve Brossard 64,472 59,472 5,000
Patrick Ehringer 59,472 59,472 -0-
Jean-Pierre Seguret 4,810 4,176 634
Viviane Prat 22,953 21,077 1,876
Patrice Clipez 18,914 17,247 1,667
Yves Gille 16,649 14,882 1,767
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.
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.
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 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 $ 3,041.62
Legal Fees And Expenses $ 4,000.00
Miscellaneous Expenses $ 500.00
Total $ 7,541.62
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 August 26, 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 August 26, 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
Bernard Brochand
Director
Robert J. Callander
Director
/s/ James A. Cannon*
Director
Leonard S. Coleman, Jr.
Director
Peter Jones
Director
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
Egon P.S. Zehnder
Director
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
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
August 26, 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
176,326 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.
/s/ ARTHUR ANDERSEN & CO.
New York, New York
August 26, 1994
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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 1994
/s/ Keith 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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 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 one hundred and seventy six thousand three hundred and twenty
six (176,326) 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 various equity plans in
which employees of the operating companies in France of the DDB
Needham Worldwide network purchased shares in DDB Needham Worldwide
Communications S.A., DDB Needham Worldwide S.A., DDB Needham
Worldwide Trade S.A. and Optima Media S.A., and then exercised
their rights to resell such shares to Omnicom with such payment to
be made in Omnicom Common Stock, 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: August 26, 1994
/s/ John Wren
