As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
----------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-1514814
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
----------
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. Please send copies of all
Secretary communications and notices to:
Omnicom Group Inc. MICHAEL D. DITZIAN, ESQ.
437 Madison Avenue Davis & Gilbert
New York, New York l0022 1740 Broadway
(Name, address, including zip code, and New York, New York 10019
telephone number, including area code, (212) 468-4800
of agent for service)
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of the Registration Statement.
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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act Registration Statement number of the Earlier effective Registration
Statement for the same offering [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price(1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.50 par value..... 102,871 shs. $48.5625 $4,995,673 $1,514
=================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
of the Common Stock of Omnicom on February 24, 1997, as reported by the New
York Stock Exchange.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 28, 1997
PROSPECTUS
102,871 Shares of Common Stock
($.50 Par Value)
OMNICOM GROUP INC.
----------
This Prospectus relates to the offering, which is not being underwritten,
of 102,871 shares of the common stock, par value $.50 per share (the "Common
Stock") of Omnicom Group Inc., a New York corporation (the "Company") heretofore
issued to the individuals listed as the Selling Shareholders herein in
connection with the acquisition on February 28, 1997 of the outstanding equity
of Gavin Anderson & Company (Japan), Inc. a New York corporation ("GA-Japan").
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.
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 usual and customary brokerage fees will be paid by the Selling
Shareholders in connection with any sale, which sales may be effected through
the New York Stock Exchange 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 agreed to indemnify the Company
against certain liabilities, including certain liabilities under the Securities
Act of 1933, as amended, limited however to the amount of proceeds which the
Selling Shareholders actually receive from their sale of the shares of the
Common Stock registered hereunder.
The Company's Common Stock is traded on the New York Stock Exchange, Inc.
under the symbol OMC. On February 24, 1997, the last reported sale price for
such shares, as reported by the New York Stock Exchange, was $48.75 per share.
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.
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The Date of this Prospectus is ____________________.
<PAGE>
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 SHAREHOLDER. 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 has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), which relates to the Common Stock
offered hereby (the "Registration Statement"). This Prospectus does not contain
all of the information contained in the Registration Statement and the exhibits
and schedules thereto, and reference is hereby made to the Registration
Statement and to Exhibits thereto for further information with respect to the
Company and the Common Stock offered hereby. Any statements contained in this
Prospectus concerning the contents of any contract or other document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
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, proxy statements and other information with the
Commission. Copies of such reports, proxy statements, the Registration Statement
and exhibits thereto and other information may be inspected without charge at
the offices of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, 13th floor, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
material may be obtained from the Pubic Reference Section of the Commission at
its Washington, D.C. or regional offices upon the payment of the fees prescribed
by the Commission. The Commission maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and other
information regarding registrants that file electronically with the Commission,
including the Company. In addition, reports, proxy statements and other
information concerning the Company may be inspected and copied 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
Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995,
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996,
(c) The Company's Report on From 8-K dated January 3, 1997 and
relating to the issuance of certain of its 4 1/4% Convertible Subordinated
Debentures due 2007 pursuant to the exemption provided by Regulation S
under the Securities Act,
2
<PAGE>
(d) The Company's definitive Proxy Statement dated April 8, 1996 for
the annual meeting of shareholders held May 20, 1996, and
(e) 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 made 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 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 which have been or may be
incorporated into this Prospectus by reference (other than exhibits to such
documents). Written or telephone requests for such copies should be directed to
Barry J. Wagner, Secretary, Omnicom Group Inc., 437 Madison Avenue, New York
10022; telephone number (212) 415-3600.
THE COMPANY
The Company through its wholly and partially-owned companies (hereinafter
referred to as the "Omnicom Group"), operates advertising agencies which plan,
create, produce and place advertising in various media such as television,
radio, newspaper and magazines. The Omnicom Group 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
Omnicom Group 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, Latin America,
the Far East and Australia. In 1995 and 1994, 53% and 51%, respectively, of the
Omnicom Group's billings came from its non-U.S. operations.
According to the unaudited industry wide figures published in 1996 in the
trade journal, Advertising Age, Omnicom was ranked as the second largest
advertising agency group worldwide.
The Omnicom Group operates as three separate, independent agency networks:
the BBDO Worldwide Network, the DDB Needham Worldwide Network and the TBWA
International Network. The Company also operates Goodby, Silverstein & Partners,
Inc. as an independent agency, and certain marketing service and specialty
advertising companies through its Diversified Agency Services division. In
addition, a new division has been formed to manage the Omnicom Group's minority
interests in six interactive marketing agencies.
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
Pursuant to a Stock Purchase Agreement dated February 28, 1997 (the
"Purchase Agreement") among the Company, Gavin Anderson and James S. Rudy
(collectively, Messrs. Anderson and Rudy are referred to as the "Selling
Shareholders"), the Company acquired all of the issued and outstanding shares of
capital stock of Gavin Anderson & Company (Japan), Inc., a New York corporation
("GA-Japan"). Such acquisition is being treated for accounting purposes as a
pooling of interests.
On January 1, 1990, Gavin Anderson, together with certain other
shareholders, sold all of his equity interests in Gavin Anderson & Company,
Inc., Gavin Anderson & Company (U.K.) Ltd., Gavin Anderson & Company (H.K.),
Ltd. and Gavin Anderson & Company (California), Inc. (collectively, such
companies being referred to herein as the "Gavin Anderson Worldwide Group") to
Gavin Anderson & Company Worldwide, a wholly-owned subsidiary of the Company.
3
<PAGE>
Since such time, Mr. Anderson has been employed as the principal executive
officer of the Gavin Anderson Worldwide Group and has served as an officer and
director of each such entity.
As consideration for the shares of capital stock of GA-Japan, the Company
issued to Gavin Anderson an aggregate of 90,012 shares of Common Stock of the
Company, all of which are offered for sale pursuant to this Registration
Statement, and to James S. Rudy an aggregate of 12,859 shares of Common Stock of
the Company, all of which are offered for sale pursuant to this Registration
Statement. Such issuances were made in reliance upon the private placement
exemption under the Securities Act. Pursuant to a Registration Rights Agreement
dated February 28, 1997, the Company agreed to register the said shares of
Common Stock upon request of the Selling Shareholders; it is pursuant to such a
request that this Registration Statement is being filed.
Pursuant to the Purchase Agreement, each Selling Shareholder has agreed
that he will not sell any shares of Common Stock until such time as the Company
shall have released and published financial results of the combined operations
of the Company and GA-Japan covering a period of at least 30 days after the
consummation of the purchase of the shares of GA-Japan by the Company.
The following table sets forth the aggregate number of shares of Common
Stock issued to each Selling Shareholder and offered by each Selling Shareholder
hereunder. Neither Selling Shareholder is currently an affiliate of the Company.
<TABLE>
<CAPTION>
Number of
Shares Beneficially Shares Being Shares Beneficially
Name of Selling Stockholder Owned Prior to Offering Offered Owned After Offering
- ------------------------ --------------------- ----------- -------------------
<S> <C> <C> <C>
Gavin Anderson ................. 92,012 90,012 2,000
James S. Rudy .................. 12,859 12,859 0
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the Common Stock from time to time through dealers or brokers or other agents or
directly to one or more purchasers, including pledgees, in transactions (which
may involve crosses and block transactions) on NASDAQ, privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in a combination of such transactions. Such transactions may be
effected by the Selling Stockholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers or agents
participating in such transactions as agent may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders (and, if
they act as agent for the purchaser of such shares, from such purchaser). Such
discounts, concessions or commissions as to a particular broker, dealer or agent
might be in excess of those customary in the type of transaction involved.
The Company has advised the Selling Stockholders that the anti-manipulative
Rules 10b-6 and 10b-7 or, after April 1, 1997, of Regulation M under the
Exchange Act may apply to its sales in the market, has furnished the Selling
Stockholders with a copy of these Rules and has informed it of the need for
delivery of copies of this Prospectus.
The Selling Stockholders and any such brokers, dealers or agents that
participate in such distribution may be deemed to be "underwriters" within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by any such brokers, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
Company nor the Selling Stockholders can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between a Selling
Stockholder and the other Selling Stockholder, or any broker, dealer or other
agent relating to the sale or distribution of the Common Stock.
The Company will pay substantially all of the expenses incident to this
offering of the Common Stock by the Selling Stockholders to the public other
than commissions and discounts of brokers, dealers or agents. Each Selling
Stockholder may indemnify any broker, dealer or agent that participates in
transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
Common Stock offered hereby will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
4
<PAGE>
Common Stock may not be sold unless the Common Stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital consists of 150,000,000 shares of $0.50
par value Common Stock, of which 80,428,571 were outstanding on December 31,
1996, and 7,500,000 shares of $1.00 par value Preferred Stock, none of which is
outstanding.
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 the ratio of net cash flow to consolidated indebtedness, the
ratio of total consolidated indebtedness to total consolidated capitalization
and on its ability to make investments in and loans to affiliates and
unconsolidated subsidiaries. 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 its 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 Common
Stock in payment of dividends, rights on liquidation, voting and other rights.
Preferred stock may be issued from time to time upon authorization of the Board
of Directors without action of the shareholders. The Company has no current
plans to issue any preferred stock.
The Company currently has outstanding $218,500,000 of 4 1/4% Convertible
Subordinated Debentures with a scheduled maturity in 2007, which are convertible
into Common Stock at a conversion price at $63, subject to adjustment in certain
events.
ChaseMellon Shareholder Services, 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 the Company and its
subsidiaries incorporated by reference in this Registration Statement, have been
audited by Arthur Andersen LLP, independent public accountants (whose opinion,
insofar as it relates to the financial statements of Chiat/Day Holdings, Inc.
and Ross Roy Communications, Inc. prior to 1995, is based solely upon the
respective reports of Coopers & Lybrand LLP and Deloitte & Touche LLP, other
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 (and of Coopers & Lybrand LLP and Deloitte & Touche LLP
with respect to their reports on the financial statements of Chiat/Day Holdings,
Inc. and Ross Roy Communications, Inc. prior to 1995) as experts in giving said
reports.
LEGAL MATTERS
Certain legal matters in connection with the legality of the securities
offered hereby will be passed upon for the Company by Davis & Gilbert, 1740
Broadway, New York, New York 10019. Members of Davis & Gilbert participating in
such matters own an aggregate of 2,660 shares of Common Stock of the Company.
5
<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 ................................ $1,514.00
Legal Fees And Expenses ......................... $5,000.00*
Miscellaneous Expenses .......................... $ 500.00*
---------
$7,014.00*
=========
- ----------
* Estimated
Item l5. 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 or proceeding other than one by or in the right of
the corporation, including an action by or on 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 proceeding, 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 or proceedings, 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 or officer 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 upon application, 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.
II-1
<PAGE>
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.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Exhibit
------- -------------------
5 -- Opinion of Davis & Gilbert as to the legality of the
shares of Common Stock registered hereunder
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Deloitte & Touche LLP
23.3 -- Consent of Coopers & Lybrand LLP
23.4 -- Consent of Davis & Gilbert (included in Exhibit Number 5)
24.1 -- Power of Attorney (included on Signature Page)
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 the 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
II-2
<PAGE>
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.
II-3
<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, hereunto duly
authorized, in the City of New York, State of New York on February 28, 1997.
OMNICOM GROUP INC.
Registrant
By: JOHN D. WREN
------------------
John D. Wren
Chief Executive Officer
----------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John D. Wren and Barry J. Wagner, 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.
II-4
<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.
Signature Title Date
/s/ JOHN D. WREN Chief Executive Officer February 28, 1997
- --------------------------- and Director (Principal
John D. Wren Executive Officer)
/s/ FRED J. MEYER Chief Financial Officer February 28, 1997
- --------------------------- (Principal Financial Officer)
Fred J. Meyer
/s/ JONATHAN E. RAMSDEN Controller
- --------------------------- (Principal Accounting Officer)
Jonathan E. Ramsden
/s/ BERNARD BROCHAND Director February 28, 1997
- ---------------------------
Bernard Brochand
Director
- ---------------------------
Robert J. Callander
/s/ JAMES A. CANNON Director February 28, 1997
- ---------------------------
James A. Cannon
Director
- ---------------------------
Leonard S. Coleman, Jr.
/s/ BRUCE CRAWFORD Director February 28, 1997
- ---------------------------
Bruce Crawford
/s/ PETER I. JONES Director February 28, 1997
- ---------------------------
Peter I. Jones
/s/ JOHN R. MURPHY Director February 28, 1997
- ---------------------------
John R. Murphy
/s/ JOHN R. PURCELL Director February 28, 1997
- ---------------------------
John R. Purcell
/s/ KEITH L. REINHARD Director February 28, 1997
- ---------------------------
Keith L. Reinhard
/s/ Allen Rosenshine Director February 28, 1997
- ---------------------------
Allen Rosenshine
Director
- ---------------------------
Gary L. Roubos
Director
- ---------------------------
Quentin I. Smith, Jr.
Director
- ---------------------------
Robin B. Smith
/s/ WILLIAM G. TRAGOS Director February 28, 1997
- ---------------------------
William G. Tragos
/s/ EGON P. S. ZEHNDER Director February 28, 1997
- ---------------------------
Egon P. S. Zehnder
II-5
Exhibit 5.1
DAVIS & GILBERT
1740 Broadway
New York, New York 10019
February 28, 1997
Omnicom Group Inc.
437 Madison Avenue
New York, NY 10022
Re: Registration Statement on Form S-3
Gentlemen:
In our capacity as counsel to Omnicom Group Inc., a New York corporation
(the "Company"), we 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 the 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 102,871 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, we 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 we deemed relevant under the
circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Selling Shareholders' Shares have been legally issued and are fully paid and
nonassessable shares of common stock, $.50 par value, of the Company.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement.
Very truly yours,
DAVIS & GILBERT
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Omnicom Group Inc. on Form S-3 of our report dated March 9, 1995 as included
in the Omnicom Group Inc. Form 10-K for the year ended December 31, 1995
(relating to the consolidated financial statements of Ross Roy Communications,
Inc. as of December 31, 1994 and for the two years in the period ended December
31, 1994 not presented separately herein), and to the reference to us under the
heading "Experts" appearing in this Registration Statement.
DELOITTE & TOUCHE LLP
Detroit, Michigan
February 26, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of our report dated April 7, 1995, which includes an explanatory paragraph on
the ability of the company to continue as a going concern, of our audits of the
consolidated financial statements of Chiat/Day Holdings, Inc. for the two years
ended October 31, 1994, as included in the Omnicom Group Inc. Form 10-K for the
year ended December 31, 1995. We also consent to the reference to our Firm under
the caption "Experts" included in this Registration Statement.
COOPERS & LYBRAND LLP
Sherman Oaks, California
February 26, 1997
Exhibit 23.3
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 20,
1996 (except for Note 14 as to which the date is March 1, 1996) included in the
Omnicom Group Inc. Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
February 26, 1997
