As filed with the Securities and Exchange Commission on August 8, 1995
Registration No. 33-60167
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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
to
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in Charter)
New York 7311 13-1514814
(State or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Industrial Classification Ident. No.)
Code Number)
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)
BARRY J. WAGNER, 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)
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Copies to:
MICHAEL D. DITZIAN, ESQ. JAMES M. COTTER, ESQ.
Davis & Gilbert Simpson Thacher & Bartlett
1740 Broadway 425 Lexington Avenue
New York, New York 10019 New York, New York 10017
(212) 468-4800 (212) 455-2000
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Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective and all other
conditions to the purchase of assets pursuant to the Acquisition Agreement
described in the enclosed Prospectus/ Information Statement have been satisfied
or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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: [ ]
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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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion in
this Prospectus/Information Statement and the Registration Statement of which
this Prospectus/Information Statement is a part of our report dated February 20,
1995 on the financial statements of Omnicom and to all references to our Firm
included in or made part of this Registration Statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New York, New York
August 8, 1995
