-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, B09TAr6gOtm7eJPmwgp8a7yuwxR/OAAoMJ8wGZQj9yz2gD/OTT1Z3pr1OfwuA0+s 4C0d/ayFA7LY4kya9IzGiA== 0000908230-94-000012.txt : 19940829 0000908230-94-000012.hdr.sgml : 19940829 ACCESSION NUMBER: 0000908230-94-000012 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM GROUP INC CENTRAL INDEX KEY: 0000029989 STANDARD INDUSTRIAL CLASSIFICATION: 7311 IRS NUMBER: 131514814 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55235 FILM NUMBER: 94546220 BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124153600 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH GROUP INC DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INTERNATIONAL INC DATE OF NAME CHANGE: 19850604 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INC DATE OF NAME CHANGE: 19781226 S-3 1 FORM S-3 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 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 $.50 par value (1) Estimated solely for the purposes of calculating the registration fee. Pursuant to Rule 457(c), on the basis of the market price per share on August 24, 1994. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION Dated August 26, 1994 176,326 Shares of Common Stock ($.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. 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). 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. 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. 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. 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. 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. 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 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. EX-5 2 LEGAL OPINION 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 EX-23 3 CONSENT OF ACCOUNTANTS 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 EX-24 4 POWER OF ATTORNEY 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 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 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 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 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. 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 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 -----END PRIVACY-ENHANCED MESSAGE-----