


                                                Registration  No. 33-          
================================================================================

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-4

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                           -------------------------

                               OMNICOM GROUP INC.
               (Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>

<S>                                         <C>                                   <C>       
          New York                                  7311                                 13-1514814
(State or other jurisdiction of                (Primary Standard                  (IRS Employer Ident. No.)
 incorporation or organization)            Industrial Classification
                                                  Code Number)
</TABLE>

                               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)

                           -------------------------

                                   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

                           -------------------------

     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: [X]

                        --------------------------------

<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                               Proposed          Proposed
                                               Amount           maximum           maximum          Amount of
            Title of securities                 to be       offering price       aggregate       registration
             being registered              registered (1)    per share (2)   offering price (2)    fee (2)
- ---------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>             <C>                <C>       
Common Stock, $ .50 par value ........         600,000          $57.875         $34,725,000        $11,974.14
===============================================================================================================
</TABLE>

(1)  Estimated  maximum  number of shares  which may be issued by Omnicom  Group
     Inc.  under  the  Acquisition  Agreement  described  in  this  Registration
     Statement.

(2)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant to Rule 457(c), based on the average of the high and low prices of
     the Common  Stock of Omnicom on Tuesday,  June 6, 1995,  as reported by the
     New York Stock Exchange.
                           -------------------------

     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.

================================================================================
                                      
<PAGE>

                               OMNICOM GROUP INC.

      Cross  Reference  Sheet  Pursuant to Rule 404(a) of the  Securities Act of
1933 and Item 501(b) of Regulation  S-K,  Showing the Location or Heading in the
Prospectus/Information  Statement of the Information  required by Part I of Form
S-4.

                                            Location or Heading in
S-4 Item Number and Caption                 Prospectus/information Statement
- ---------------------------                 --------------------------------

A. Information about the Transaction

Forepart of Registration Statement and      Outside Front Cover Page of
Outside Front Cover Page of Prospectus      Prospectus/Information Statement

Inside Front and Outside Back Cover         Inside Front Cover Page of
Pages of Prospectus                         Prospectus/Information Statement;
                                            Available Information

Risk Factors, Ratio of Earnings to Fixed    Summary; Comparative Per Share Data;
Charges and Other Information               Market Price Data


Terms of the Transaction                    The Transactions; The Acquisition 
                                            Agreement; The Advertising Stock
                                            Sale Agreement; Proposed Amendment
                                            of theHoldings Certificate; the Plan
                                            of Liquidation; Federal Income Tax
                                            Consequences  of the Sales of Assets
                                            and Dissolution and Liquidation;  
                                            Comparison of Shareholder Rights; 
                                            Description  of Omnicom 
                                            Capital Stock

Pro Forma Financial Information             *

Material Contacts with the Company Being    The Transactions
Acquired

Additional Information Required for         *
Reoffering by Persons and Parties Deemed
to Be Underwriters

Interests of Named Experts and Counsel      *

Disclosure of Commission Position on        *
Indemnification for Securities Act 
Liabilities

B. Information about the Registrant

Information with Respect to                 Incorporation of Certain Documents 
S-3 Registrants                             by Reference; Business Information
                                            Concerning Omnicom; Selected 
                                            Financial Data of Omnicom; 
                                            Description of Omnicom Capital Stock

Incorporation of Certain Information by     Incorporation of Certain Information
Reference                                   by Reference 

Information with Respect to S-2 or S-3      *
Registrants                                

Incorporation of Certain Information by     *
Reference

<PAGE>

                                            Location or Heading in
S-4 Item Number and Caption                 Prospectus/information Statement
- ---------------------------                 --------------------------------

Information with Respect to Registrants     *
Other Than S-3 or S-2 Registrants


C. Information about the Company
Being Acquired

Information with Respect to S-3 Companies   *

Information with Respect to S-2 or S-3      *
Companies

Information with Respect to Companies       Business Information Concerning 
Other Than S-3 or S-2 Companies             Holdings; Selected Financial Data 
                                            of Holdings; Management's Discussion
                                            and Analysis of Financial Condition 
                                            and Results of Operations of 
                                            Holdings; Description of Holdings
                                            Capital Stock; Index to Holdings 
                                            Financial Statements

D. Voting and Management Information

Information if Proxies, Consents or         *
Authorizations are to be Solicited

Information if Proxies, Consents or         Incorporation of Certain Documents 
Authorizations are not to be Solicited      by Reference; The Special Meeting; 
or in an Exchange Offer                     The Transactions; Description of 
                                            Holdings Capital Stock

- ------------------
*  Not applicable

<PAGE>

                                  [Letterhead]
                            CHIAT/DAY HOLDINGS, INC.



                                                  [                      ], 1995

Dear Shareholder:

You are  cordially  invited  to  attend a special  meeting  of  stockholders  of
Chiat/Day Holdings, Inc., a Delaware corporation ("Holdings"),  on [          ],
1995,  at [           ] a.m. at 180 Maiden Lane,  New York,  New York 10038 (the
"Special   Meeting")  to  consider  and  vote  upon  the   following   proposals
(collectively,  the  "Holdings  Vote  Matters"):  (a) the sale by  Holdings  and
Chiat/Day inc. Advertising, a Delaware corporation and a wholly-owned subsidiary
of  Holdings  ("Advertising"),  of  their  assets  and  businesses,  (i) to TBWA
International Inc., a Delaware corporation  ("TBWA"),  in exchange for shares of
Common Stock of Omnicom  Group Inc.,  a New York  corporation  ("Omnicom"),  and
TBWA's  assumption of liabilities  pursuant to an Asset Purchase  Agreement (the
"Acquisition  Agreement") dated May 11, 1995 among Omnicom,  TBWA,  Holdings and
Advertising and (ii) pursuant to a certain stock purchase  agreement dated as of
May 11, 1995 between Holdings and Adelaide Horton (the  "Advertising  Stock Sale
Agreement");  (b)  following the Closing under the  Acquisition  Agreement,  the
amendment  of the  Certificate  of  Incorporation  of  Holdings  (the  "Holdings
Certificate"),  to change the corporate name of Holdings to CDH Corporation; (c)
the approval and adoption of a Plan of  Liquidation  pursuant to which  Holdings
will,  among other things,  (i)  dissolve,  (ii)  establish a liquidating  trust
pursuant to a liquidating trust agreement, with Thomas Patty and David C. Wiener
as trustees for the benefit of its  stockholders,  and (iii)  distribute  to its
stockholders and/or the liquidating trust all its remaining assets; and (d) such
other matters as may come before the Meeting.

      Holders  of  record of Class A Common  Stock  and Class B Common  Stock of
Holdings at the close of business on [             ,] 1995,  will be entitled to
vote at the Special Meeting or any postponement or adjournment thereof.

      The  affirmative  vote of the  holders of a majority  of the voting  power
represented by the outstanding shares of Class A Common Stock and Class B Common
Stock (the  "Holdings  Common  Stock"),  voting  together as a single class,  is
necessary to approve the transactions  contemplated by the Acquisition Agreement
and the  Advertising  Stock Sale  Agreement,  to approve  the  amendment  to the
Holdings Certificate, and to approve and adopt the Plan of Liquidation.

      Directors,  officers  and  affiliates  of Holdings as a group owning as of
[May 4, 1995] approximately [75.82%] of the Holdings Common Stock have expressed
an intention to vote in favor of the transactions contemplated herein.

      None of the Holdings Vote Matters shall become effective unless all of the
proposals are adopted by the requisite vote of the Holdings Stockholders.

      The Holdings Board of Directors  believes that the foregoing  transactions
are  fair  to,  and  in  the  best  interests  of,  Holdings  and  the  Holdings
stockholders and recommends that the Holdings stockholders vote FOR the approval
of  the  transactions   contemplated  by  the  Acquisition   Agreement  and  the
Advertising  Stock Sale  Agreement,  FOR the  approval of the  amendment  of the
Holdings Certificate, and FOR the approval of the Plan of Liquidation.

      The  attached  Prospectus/Information  Statement  describes  the  proposed
transactions more fully. Please give this information careful attention.

                 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
                       REQUESTED NOT TO SEND US A PROXY.


                                              Very truly yours,


                                              JAY CHIAT
                                                Chief Executive Officer
<PAGE>


                            CHIAT/DAY HOLDINGS, INC.
                              -------------------
                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                              -------------------
                       To be Held on [           ], 1995

     NOTICE IS HEREBY GIVEN that a special  meeting (the  "Special  Meeting") of
stockholders of Chiat/Day Holdings,  Inc., a Delaware corporation  ("Holdings"),
will be held on ___________  1995, at 180 Maiden Lane, New York, New York 10038,
commencing  at [_____]  a.m.,  to consider and vote upon the  following  matters
described in the accompanying Prospectus/Information Statement:

          1. To consider and vote upon the  transfer by Holdings  and  Chiat/Day
     inc. Advertising,  a Delaware corporation and a wholly-owned  subsidiary of
     Holdings  ("Advertising"),  of  their  assets  and  businesses  (i) to TBWA
     International Inc., a Delaware corporation ("TBWA"), in exchange for shares
     of Common  Stock,  par value $.50 per share,  of Omnicom  Group Inc., a New
     York corporation ("Omnicom"), and TBWA's assumption of liabilities pursuant
     to an Asset Purchase Agreement (the "Acquisition  Agreement") dated May 11,
     1995, among Omnicom,  TBWA, Holdings and Advertising and (ii) pursuant to a
     certain stock purchase  agreement dated as of May 11, 1995 between Holdings
     and Adelaide Horton.

          2. To  consider  and vote  upon an  amendment  to the  Certificate  of
     Incorporation  of Holdings (the "Holdings  Certificate") to change the name
     of Holdings,  following the Closing under the Acquisition Agreement, to CDH
     Corporation.

          3. To consider  and vote upon the  approval  and adoption of a plan of
     complete liquidation (the "Plan of Liquidation") pursuant to which Holdings
     would (i) dissolve,  (ii) establish a liquidating  trust (the  "Liquidating
     Trust") pursuant to a liquidating  trust  agreement,  with Thomas Patty and
     David C. Wiener as trustees, for the benefit of its stockholders, and (iii)
     distribute  to its  stockholders  and/or  the  Liquidating  Trust  all  its
     remaining  assets.  Approval  of  the  Plan  of  Liquidation  requires  the
     acceptance  by  the  Holdings   stockholders  of  such  trustees  as  their
     collective  agent  under  the  terms of the  Liquidating  Trust,  with such
     trustees (a) to receive on their behalf certain  liquidating  distributions
     from  Holdings,   (b)  to  act  as  their  agent  in  connection  with  the
     administration  of an escrow  agreement  established in connection with the
     Acquisition   Agreement  and  more  fully  described  herein  (the  "Escrow
     Agreement"),  (c) to  respond  to the  assertion  of any and all claims for
     indemnification by TBWA, or to assert claims on behalf of the stockholders,
     pursuant  to  the  terms  of  the  Acquisition  Agreement  and  the  Escrow
     Agreement,  and (d) to  complete  the winding up of the affairs of Holdings
     and  payment  of its  liabilities  not  assumed  by  TBWA  pursuant  to the
     Acquisition Agreement from the assets of the Liquidating Trust.

          4. To transact  such other  business as may  properly  come before the
     Special Meeting or any adjournment thereof.

     Only  holders of record of Class A Common  Stock,  par value $.01 per share
("Class A Common  Stock"),  and Class B Common  Stock,  par value $.01 per share
("Class B Common Stock"), of Holdings at the close of business on [           ],
1995 will be  entitled to vote at the Special  Meeting  and any  adjournment  or
postponement thereof.

     The  affirmative  vote of the  holders  of a majority  of the voting  power
represented by the outstanding shares of Class A Common Stock and Class B Common
Stock (the  "Holdings  Common  Stock"),  voting  together as a single class,  is
necessary to approve the transactions  contemplated by the Acquisition Agreement
and the  Advertising  Stock Sale  Agreement,  to approve  the  amendment  to the
Holdings Certificate, and to approve and adopt the Plan of Liquidation.

     Directors, officers and affiliates of Holdings as a group owning as of [May
4, 1995]  approximately  [75.82%]  of  Holdings  Common  Stock have  expressed a
present intention to vote in favor of the transactions contemplated herein.

     None of such matters shall become effective unless all of the proposals are
adopted by the requisite vote of the Holdings Stockholders.

                 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
                       REQUESTED NOT TO SEND US A PROXY.

                  By Order of the Holdings Board of Directors
                              -------------------
<PAGE>

                             SUBJECT TO COMPLETION
                              DATED JUNE 12, 1995

                            CHIAT/DAY HOLDINGS, INC.

                             INFORMATION STATEMENT

                              -------------------

                               OMNICOM GROUP INC.

                                   PROSPECTUS

                              -------------------

     This  Prospectus/Information  Statement  is being  furnished  to holders of
Class A Common  Stock,  par value $.01 per share ("Class A Common  Stock"),  and
holders  of Class B Common  Stock,  par value  $.01 per  share  ("Class B Common
Stock"), (collectively,  "Holdings Common Stock") of Chiat/Day Holdings, Inc., a
Delaware corporation ("Holdings"), in connection with the special meeting of the
stockholders  of Holdings to be held on [            ], 1995 at 180 Maiden Lane,
New  York,  New York  10038,  commencing  at [     ] a.m.,  local  time,  and at
any adjournment or postponement thereof (the "Special Meeting").  The purpose of
the Special Meeting is to consider and vote upon the following proposals (a) the
sale by Holdings and Chiat/Day inc.  Advertising,  a Delaware  corporation and a
wholly-owned  subsidiary  of  Holdings   ("Advertising")  of  their  assets  and
businesses (i) to TBWA International Inc., a Delaware corporation  ("TBWA"),  in
exchange for shares of voting Common Stock, par value $.50 per share, of Omnicom
Group Inc., a New York  corporation  ("Omnicom")  (such shares of Common  Stock,
"Omnicom  Common  Stock") and TBWA's  assumption of  liabilities  pursuant to an
Asset Purchase Agreement (the "Acquisition Agreement") dated May 11, 1995, among
Omnicom,  TBWA,  Holdings and Advertising (the transactions  contemplated by the
Acquisition  Agreement are herein called the "Acquisition") and (ii) pursuant to
a certain stock purchase agreement dated as of May 11, 1995 between Holdings and
Adelaide Horton (the "Advertising  Stock Sale Agreement" and the sale thereunder
the "Advertising  Stock Sale"),  (b) following the Closing under the Acquisition
Agreement (the "Closing"),  the amendment of the Certificate of Incorporation of
Holdings  (the  "Holdings  Certificate")  to change the name of  Holdings to CDH
Corporation, and (c) the approval and adoption of a plan of complete liquidation
(the "Plan of Liquidation")  pursuant to which Holdings will (i) dissolve,  (ii)
establish  a  liquidating  trust  (the   "Liquidating   Trust")  pursuant  to  a
liquidating  trust  agreement  (the  "Liquidating  Trust  Agreement"),   between
Holdings  and Thomas Patty and David C. Wiener,  as trustees  (the  "Liquidating
Trustees"),  for the benefit of its  stockholders,  and (iii)  distribute to its
stockholders  and/or  the  Liquidating  Trust  all  its  remaining  assets  (the
"Liquidation" and, together with the Acquisition, the Advertising Stock Sale and
the amendment to the Holdings Certificate, the "Transactions").

     This Prospectus/Information Statement is also being furnished to holders of
Equity  Appreciation  Rights ("EARs") issued under the 1993 Equity  Appreciation
Rights  Plan of  Holdings  (the "EAR  Plan") and of Equity  Participation  Units
("EPUs") issued under the 1988 Amended and Restated Equity Participation Plan of
Holdings (the "EPU Plan")  (collectively,  the "Rightsholders") who will receive
shares of Omnicom  Common Stock as payment  under such Plans subject to the same
terms and conditions as other stockholders of Holdings.

     This  Prospectus/Information  Statement  constitutes  both  an  information
statement of Holdings  with  respect to the Meeting and a prospectus  of Omnicom
with  respect to up to  600,000  shares of Omnicom  Common  Stock,  which may be
issued to Holdings  and  Advertising  in  connection  with the  Acquisition  and
distributed to the holders of Holdings Common Stock and to the Rightsholders.

THE SECURITIES TO BE ISSUED  PURSUANT TO THIS  PROSPECTUS/INFORMATION  STATEMENT
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE  COMMISSION
OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE  SECURITIES  AND  EXCHANGE
COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS  PROSPECTUS/INFORMATION  STATEMENT.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


                 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
                       REQUESTED NOT TO SEND US A PROXY.
                              -------------------

  The date of this Prospectus/Information Statement is [             ], 1995.

                              -------------------


<PAGE>

      All  information  contained  in  this   Prospectus/Information   Statement
relating to Holdings and the Special  Meeting  (including,  without  limitation,
financial  statements  and  other  financial   information  regarding  Holdings,
background of and Holdings'  reasons for the  transactions,  descriptions of the
businesses, properties, assets, and the liabilities of holdings and advertising,
description  of the federal  income tax  consequences  of the sale of assets and
dissolution and liquidation, and descriptions of the Liquidating Trust, the Plan
of  Liquidation,  and the  Liquidating  Trust Escrow Fund have been  supplied by
Holdings  and are the sole  responsibility  of Holdings  and Omnicom  assumes no
responsibility     therefor.     All     information     contained    in    this
Prospectus/Information   Statement  relating  to  Omnicom  (including,   without
limitation,  financial information regarding Omnicom,  Omnicom's reasons for the
acquisition,  and the  description of the business of Omnicom) has been supplied
by Omnicom and is the sole  responsibility  of Omnicom and  Holdings  assumes no
responsibility therefor.

      No  person  has been  authorized  to give any  information  or to make any
representation  other  than  those  contained  in  this   Prospectus/Information
Statement in connection  with the Special  Meeting or the offering of securities
made hereby and, if given or made, such information or  representation  must not
be relied  upon as having  been  authorized  by  Omnicom,  Holdings or any other
person.  This  Prospectus/Information  Statement does not constitute an offer to
sell, or a solicitation of any offer to buy, any securities in any  jurisdiction
to or from  any  person  to whom it is not  lawful  to make  any  such  offer or
solicitation. Neither the delivery of this Prospectus/Information Statement, nor
any  distribution of securities made hereunder shall,  under any  circumstances,
create an implication that there has been no change in the affairs of Omnicom or
Holdings  since the date  hereof  or that the  information  contained  herein is
correct as of any time subsequent to the date hereof.


                              -------------------


                             AVAILABLE INFORMATION

     Omnicom 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
Securities and Exchange  Commission (the "SEC").  The reports,  proxy statements
and other  information filed by Omnicom with the SEC can be inspected and copied
at the public  reference  facilities  maintained by the SEC at Judiciary  Plaza,
Room 1024, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, and at the Regional
Offices of the SEC at 7 World  Trade  Center,  13th  Floor,  New York,  New York
10048-1102 and Northwest  Atrium Center,  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661-2511.  Copies of such material also can be obtained from
the Public Reference  Section of the SEC,  Washington,  D.C. 20549 at prescribed
rates. In addition, material filed by Omnicom can be inspected at the offices of
the New York Stock Exchange,  Inc. (the "NYSE"),  20 Broad Street, New York, New
York 10005, on which the Omnicom Common Stock is listed.

     Omnicom  has  filed  with  the SEC a  Registration  Statement  on Form  S-4
(together with all  amendments,  exhibits,  annexes and schedules  thereto,  the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  with  respect to the shares of Omnicom  Common  Stock to be
issued pursuant to the Acquisition.  This Prospectus/Information  Statement does
not contain all the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the SEC. Such  additional  information  may be obtained from the SEC's principal
office in Washington,  D.C. Statements contained in this  Prospectus/Information
Statement  or  in  any  document  incorporated  in  this  Prospectus/Information
Statement by  reference  as to the  contents of any  contract or other  document
referred to herein or therein are not necessarily complete, and in each instance
reference  is made to the copy of such  contract or other  document  filed as an
exhibit  to the  Registration  Statement  or  such  other  document,  each  such
statement being qualified in all respects by such reference.


                                       2
<PAGE>

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed with the SEC by Omnicom (File No.  1-10551)
pursuant  to  the   Exchange   Act  are   incorporated   by  reference  in  this
Prospectus/Information Statement:

          1.  Omnicom's  Annual  Report on Form 10-K for the  fiscal  year ended
     December 31, 1994;

          2. Omnicom's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1995;

          3.  Omnicom's  Proxy  Statement  dated  April 7, 1995,  for the Annual
     Meeting of Shareholders held on May 22, 1995; and

          4. The  description of Omnicom's  Common Stock  contained in Omnicom's
     Registration  Statement  pursuant to the Exchange  Act,  together  with all
     amendments or reports filed for the purpose of updating such description.

     All  documents  and  reports  subsequently  filed by  Omnicom  pursuant  to
Sections  13(a),  13(c),  l4 or 15(d) of the Exchange Act after the date of this
Prospectus/Information Statement shall be deemed to be incorporated by reference
in this  Prospectus/Information  Statement and to be a part hereof from the date
of filing of such  documents or reports.  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/Information  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document that also is or is deemed to be incorporated by reference  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/Information Statement.

     This  Prospectus/Information  Statement  incorporates documents relating to
Omnicom by reference that are not presented herein or delivered  herewith.  Such
documents  (other than  exhibits to such  documents,  unless such  exhibits  are
specifically  incorporated  herein by  reference)  are  available to any person,
including any beneficial owner, to whom this Prospectus/Information Statement is
delivered,  without charge, on written or oral request directed to Omnicom Group
Inc.,  437  Madison  Avenue,  New York,  New York  10022,  Attention:  Secretary
(telephone  number (212)  415-3600).  in order to ensure timely  delivery of the
documents, any requests should be made by [              ], 1995.

     This  Prospectus/Information  Statement  incorporates documents relating to
Holdings by reference that are not presented herein or delivered herewith.  Such
documents  (other than  exhibits to such  documents,  unless such  exhibits  are
specifically  incorporated  herein by  reference)  are  available to any person,
including any beneficial owner, to whom this Prospectus/Information Statement is
delivered,  without  charge,  on written or oral  request  directed to Chiat/Day
Holdings,   Inc.,  180  Maiden  Lane,  New  York,  New  York  10038,  Attention:
_____________  (telephone  number  (212)  804-1000).  in order to ensure  timely
delivery of the documents, any requests should be made by [             ], 1995.


                                       3

<PAGE>

                               TABLE OF CONTENTS

AVAILABLE INFORMATION...................................................     2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................     3

SUMMARY.................................................................     6

COMPARATIVE PER SHARE DATA .............................................    18

MARKET PRICE DATA ......................................................    19

THE SPECIAL MEETING ....................................................    20
    Date, Time and Place of Special Meeting ............................    20
    Business to Be Transacted at the Special Meeting ...................    20
    Record Date, Voting Rights .........................................    20
    Voting Requirements ................................................    20
    Approval Under Holdings Certificate ................................    20
    Affiliate Ownership ................................................    21

THE TRANSACTIONS ........................................................   21
    Background of and Holdings' Reasons for the Transaction;
      Recommendation of the Holdings Board of Directors .................   21
    Omnicom's Reasons for the Acquisition ...............................   22
    Interests of Certain Persons in the Transaction .....................   23
    Accounting Treatment ................................................   24
    Regulatory Approvals ................................................   24
    Resales of Omnicom Common Stock .....................................   25
    Resale Restrictions .................................................   25
    Stock Exchange Listing ..............................................   25
    No Dissenters' Rights ...............................................   25

THE ACQUISITION AGREEMENT ...............................................   26
    The Acquisition .....................................................   26
    Other Terms and Conditions of the Acquisition Agreement .............   30

THE ADVERTISING STOCK SALE AGREEMENT ....................................   34

PROPOSED AMENDMENT OF THE HOLDINGS CERTIFICATE ..........................   34

THE PLAN OF LIQUIDATION .................................................   35
    General .............................................................   35
    Liquidating Distribution to Holdings Stockholders ...................   35
    Liquidating Distribution to Rightsholders ...........................   36
    Fractional Shares ...................................................   36
    Operation of the Liquidating Trust ..................................   36
    The Liquidating Trust Escrow ........................................   37

FEDERAL INCOME TAX CONSEQUENCES OF THE SALES OF ASSETS AND
DISSOLUTION AND LIQUIDATION .............................................   38
    Corporate Tax .......................................................   38
    Holder Tax ..........................................................   38
    Withholding Taxes ...................................................   41

BUSINESS INFORMATION CONCERNING OMNICOM .................................   42

                                       4
<PAGE>


SELECTED FINANCIAL DATA OF OMNICOM ......................................   43

BUSINESS INFORMATION CONCERNING HOLDINGS ................................   44

SELECTED FINANCIAL DATA OF HOLDINGS .....................................   46

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF HOLDINGS .......................................   47
    Results of Operations ...............................................   47
    Liquidity and Capital Resources .....................................   48

DESCRIPTION OF OMNICOM CAPITAL STOCK ....................................   48

DESCRIPTION OF HOLDINGS CAPITAL STOCK ...................................   49

COMPARISON OF SHAREHOLDER RIGHTS ........................................   52

LEGAL MATTERS ...........................................................   57

EXPERTS .................................................................   58

                                       5
<PAGE>

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                                    SUMMARY

      (The following is a summary of certain information  contained elsewhere in
this Prospectus/Information  Statement and does not purport to be complete. This
summary   is   qualified   in  all   respects   by   the   remainder   of   this
Prospectus/Information Statement, which should be read in its entirety.)

                                 The Companies

Omnicom Group Inc. ..........   Omnicom,  though  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; and offers 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.
                                According to the unaudited industry-wide figures
                                published in the trade journal, ADVERTISING AGE,
                                in 1994 Omnicom was ranked as the third  largest
                                advertising agency group worldwide.

                                Omnicom  operates  three  separate,  independent
                                agency networks: the BBDO Worldwide Network, the
                                DDB  Needham  Worldwide  Network  and  the  TBWA
                                International  Network.  Omnicom  also  operates
                                independent agencies,  Altschiller & Company and
                                Goodby,  Silverstein  &  Partners,  and  certain
                                marketing  service  and  specialty   advertising
                                companies through Diversified Agency Services.

                                The principal  executive  offices of Omnicom are
                                located at 437  Madison  Avenue,  New York,  New
                                York 10022, telephone number (212) 415-3600.


TBWA International Inc. ......  TBWA International  Inc., is the holding company
                                for  that  portion  of  the  TBWA  International
                                Network operating in the United States.

Chiat/Day Holdings, Inc. and
Chiat/Day inc. Advertising ...  Holdings,  primarily  through its wholly   owned
                                subsidiary   Chiat/Day  inc.   Advertising,   is
                                engaged in the business of planning and creating
                                advertising  campaigns  for clients,  purchasing
                                various   media   spots   (television,    radio,
                                newspapers   and   magazines),   and   providing
                                marketing  consultation,   market  research  and
                                production  services.  In 1994, Holdings was the
                                16th largest  advertising agency in the U.S. and
                                27th  largest  in  the  world  according  to the
                                unaudited  industry-wide  figures  published  in
                                Advertising Age.

                                The principal  executive offices of Holdings are
                                located at 180 Maiden Lane,  New York,  New York
                                10038, telephone number (212) 804-1000.


                              THE SPECIAL MEETING

Meeting Time, Date
and Place ....................  The  Special Meeting will be held at [    ] am.,
                                local time, on [           ] 1995, at 180 Maiden
                                Lane,  New  York,  New  York  10038,  and at any
                                adjournment or postponement thereof.

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                                       6
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Record Date; Shares
Entitled To Vote .............  Holders  of  record  of shares of Class A Common
                                Stock  and  Class B  Common  Stock  of  Holdings
                                (collectively,  "Holdings  Stockholders") at the
                                close  of  business  on [           ] 1995  (the
                                "Record Date"), are entitled to notice of and to
                                vote at the Special Meeting.  At such date there
                                were  outstanding  [                ] shares  of
                                Class A  Common  Stock,  each of  which  will be
                                entitled to one vote at the Special Meeting, and
                                [ ]  shares  of Class B  Common  Stock,  each of
                                which  will  be  entitled  to  one  vote  at the
                                Special Meeting.

Purpose of the Special
Meeting ......................  The  purpose  of  the  Special   Meeting  is  to
                                consider  and vote upon the  following  matters:

                                    (a) a  proposal   to  approve  the  sale  by
                                        Holdings and Advertising of their assets
                                        and  businesses   pursuant  to  (i)  the
                                        Acquisition  Agreement,   by  and  among
                                        Omnicom, TBWA, Holdings and Advertising,
                                        and  (ii)  the  Advertising  Stock  Sale
                                        Agreement  between Holdings and Adelaide
                                        Horton;

                                    (b) a   proposal   to  amend  the   Holdings
                                        Certificate  effective as of the Closing
                                        under,    and   as   defined   in,   the
                                        Acquisition   Agreement  to  change  its
                                        corporate name to CDH Corporation;

                                    (c) the approval and adoption of the Plan of
                                        Liquidation,  including the  dissolution
                                        of   Holdings,   the   creation  of  the
                                        Liquidating   Trust   pursuant   to  the
                                        Liquidating   Trust  Agreement  and  the
                                        appointment of the Liquidating Trustees;
                                        and
                                
                                    (d) such other  proposals as may properly be
                                        brought  before  the  Special   Meeting.

Votes   Required .............  The   approval  of  the  various   proposals  by
                                Holdings    Stockholders    will   require   the
                                affirmative vote of the holders of a majority of
                                the voting power  represented by the outstanding
                                shares  of Class A Common  Stock  and of Class B
                                Common Stock, voting together as a single class.
                                Directors,  officers and  affiliates of Holdings
                                as  a  group   owning   as  of  [May  4,   1995]
                                approximately  [75.82%] of the  Holdings  Common
                                Stock have  expressed  an  intention  to vote in
                                favor of the various proposals.

                                The Acquisition

The Acquisition ..............  Pursuant to the Acquisition Agreement, TBWA will
                                acquire  assets  of  Holdings  and   Advertising
                                relating to their  advertising  businesses  (the
                                "Businesses") for  consideration  payable by the
                                issuance to Holdings and  Advertising  of shares
                                of Omnicom Common Stock for  distribution to the
                                Holdings Stockholders and the Rightsholders, and
                                the   assumption  by  TBWA  of   liabilities  of
                                Holdings   and   Advertising   relating  to  the
                                Businesses.

                                The shares of Omnicom  Common Stock to be issued
                                to Holdings and  Advertising  shall be valued at
                                the "Market Value" (which shall be determined by
                                the average of the  closing  prices per share of

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                                       7
<PAGE>

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                                Omnicom  Common  Stock  reported on the New York
                                Stock  Exchange for the 20  consecutive  trading
                                days  ending  three  business  days  immediately
                                prior to the Closing Date under,  and as defined
                                in, the  Acquisition  Agreement).  The number of
                                shares  of  Omnicom  Common  Stock to be  issued
                                shall be calculated and applied as follows:

                                    (a) TBWA will pay Holdings shares of Omnicom
                                        Common Stock having an aggregate  Market
                                        Value of (x) if the  Closing  is held on
                                        or  prior  to  October  31,  1995,   (i)
                                        $11,180,563 PLUs (ii) an amount equal to
                                        $2,418  multiplied by the number of days
                                        in the period  commencing on the Closing
                                        Date and ending on October 31, 1995,  or
                                        (y) if the Closing is held after October
                                        31, 1995 and on or prior to December 31,
                                        1995,  (iii)  $11,930,880  PLUS  (iv) an
                                        amount equal to $2,418 multiplied by the
                                        number of days in the period  commencing
                                        on  the  Closing   Date  and  ending  on
                                        December  31,  1995.   Of  this  Omnicom
                                        Common Stock,  shares having such Market
                                        Value as may be  necessary to insure the
                                        satisfaction  of obligations of Holdings
                                        and  Advertising  to the  Rightsholders,
                                        will be contributed to Advertising  (the
                                        "Contributed Stock").

                                    (b) TBWA  will  pay  Advertising  shares  of
                                        Omnicom Common Stock having an aggregate
                                        Market Value of $14,000,000.

                                Notwithstanding  the foregoing,  the Acquisition
                                Agreement provides that prior to the Closing the
                                parties will  negotiate in good faith an upwards
                                adjustment  to  the  acquisition  price  if  the
                                "Annualized   Revenues"   of  Holdings  and  its
                                subsidiaries,  being  the  commissions  and fees
                                expected  to  be  earned  by  Holdings  and  its
                                subsidiaries  from  clients  who are such at the
                                time  of the  calculation  for the  fiscal  year
                                ending October 31, 1995 (the "1995 Fiscal Year")
                                exceed $100,000,000 and the profits before taxes
                                (as adjusted to exclude net interest expense and
                                certain other items agreed  between the parties)
                                ("EBIT") of Holdings  and its  subsidiaries  for
                                the 1995 Fiscal Year is  reasonably  expected to
                                exceed $17,200,000.  If an upwards adjustment is
                                not  agreed,  Holdings  has the  right to either
                                terminate the  Acquisition  Agreement or proceed
                                with the  Closing  at the  original  price.  Any
                                additional consideration payable will be made in
                                shares of  Omnicom  Common  Stock  valued at the
                                Market Value.

                                On the  Distribution  Date (as defined  herein),
                                the  shares  of  Omnicom  Common  Stock  paid to
                                Holdings and to Advertising  will be distributed
                                as follows:

                                    (a) Ten percent of the Omnicom  Common Stock
                                        paid to Holdings  (after  deducting  the
                                        Contributed  Stock)  and to  Advertising
                                        (including    ten    percent    of   the
                                        Contributed  Stock)  will be placed into
                                        an escrow  account (the "General  Escrow
                                        Fund")  under  the  terms  of an  escrow
                                        agreement (the "Escrow Agreement") among
                                        TBWA,  Holdings,   Advertising  and  The
                                        Chase  Manhattan  Bank,  N.A., as escrow

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                                       8

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                                        agent (the "Escrow  Agent"),  to provide
                                        for    payment    of     indemnification
                                        obligations  to Omnicom and TBWA arising
                                        out of the Acquisition Agreement.

                                    (b) Shares of Omnicom  Common Stock having a
                                        Market Value of $1,700,000,  contributed
                                        by  Holdings  and  Advertising  on a pro
                                        rata  basis,  will  be  placed  into  an
                                        additional  escrow account (the "Special
                                        Escrow Fund") under the Escrow Agreement
                                        to   provide    for   the   payment   of
                                        indemnification  obligations  to Omnicom
                                        and  TBWA  relating  to an  asset  whose
                                        collectibility  could not  reasonably be
                                        assured   at   the    signing   of   the
                                        Acquisition  Agreement (the "Indemnified
                                        Receivable").

                                    (c) Five percent of the Omnicom Common Stock
                                        paid to Holdings  (after  deducting  the
                                        Contributed  Stock) will be delivered to
                                        the   Liquidating   Trust  to  fund  the
                                        payment and  satisfaction of obligations
                                        and    liabilities   of   Holdings   and
                                        Advertising   as  shall  not  have  been
                                        assumed  by TBWA  under the  Acquisition
                                        Agreement;   and  five  percent  of  the
                                        Omnicom Common Stock paid to Advertising
                                        (including    five    percent   of   the
                                        Contributed  Stock) will be delivered to
                                        a separate escrow fund (the "Liquidating
                                        Trust Escrow Fund") to fund (together on
                                        a  pro  rata  basis  with  the  Holdings
                                        Stockholders)     the     payment    and
                                        satisfaction  of Liabilities of Holdings
                                        and  Advertising  as shall not have been
                                        assumed  by TBWA  under the  Acquisition
                                        Agreement.

                                    (d) The  remainder  of  the  Omnicom  Common
                                        Stock held by Holdings will be delivered
                                        to the  holders of the  Holdings  Common
                                        Stock pro rata in accordance  with their
                                        respective   shareholdings;    and   the
                                        remainder  of the Omnicom  Common  Stock
                                        held by Advertising will be delivered to
                                        the Rightsholders pro rata in accordance
                                        with their respective interests.

                                    (e) After the distribution by Advertising to
                                        the   Rightsholders,    Holdings   shall
                                        consummate the sale of the capital stock
                                        of    Advertising    pursuant   to   the
                                        Advertising Stock Sale Agreement.

                                See     "The     Acquisition      Agreement--The
                                Acquisition--   Determination   of   Acquisition
                                Price",  "--Renegotiation of Acquisition Price",
                                "--Payment of Obligations to Rightsholders"  and
                                "--The Escrow  Agreement"  and "The  Advertising
                                Stock Sale Agreement".

Distribution Date ............  The  distributions  of  the  shares  of  Omnicom
                                Common  Stock by Holdings and  Advertising  will
                                not occur  until the  "Distribution  Date".  The
                                Distribution   Date   will   be  the   date   of
                                publication  by  Omnicom  of  financial  results
                                covering at least 30 days of combined operations
                                for Omnicom and the Businesses after the Closing
                                Date,  provided that if the Closing occurs on or
                                prior to August 31, 1995, the Distribution  Date
                                will  be  the   earlier  of  the  date  of  such
                                publication and October 30, 1995 (whether or not
                                such financial results are published).  Assuming

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                                       9

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                                the Closing occurs on or before August 31, 1995,
                                the earliest that such  financial  results would
                                be  published  is October 26,  1995.  During the
                                period  from  the  Closing   Date   through  the
                                Distribution  Date,  Holdings  Stockholders  and
                                Rightsholders will bear the risk of fluctuations
                                in the market price of the Omnicom Common Stock.


Payment of Obligations 
to Rightsholders .............  In 1993 and 1988,  Holdings adopted the EAR Plan
                                and  EPU  Plan,  respectively,  and  has  issued
                                awards under such Plans.  If the employment of a
                                participant is terminated  for any reason,  then
                                under   the   terms  of  the  EAR   Plan,   such
                                participant  shall have the  right,  but not the
                                obligation, to cause Holdings or Advertising to,
                                and under the EPU Plan  Holdings or  Advertising
                                shall, redeem vested units for cash in each case
                                at  their  book  value as at the end of the most
                                recent fiscal  quarter.  At March 31, 1995, such
                                book value was less than zero.  However,  in the
                                event of a  liquidation,  with  respect to their
                                priority,  each  EAR and  EPU  shall  be  deemed
                                equivalent  in  value to one  share of  Holdings
                                Common  Stock and shall be  treated  in the same
                                manner  as  Holdings  Common  Stock.

                                Therefore,  Rightsholders will receive shares of
                                Omnicom  Common  Stock  as  payment  under  such
                                Plans,  subject to the same terms and conditions
                                as if they were Holdings Stockholders, including
                                without     limitation     the     escrow    and
                                indemnification  provisions more fully described
                                herein.  

Per Share  and Per Right
Consideration ................  The total  value of Omnicom  Common  Stock to be
                                paid  by  TBWA  to  Holdings   and   Advertising
                                pursuant to the  Acquisition  Agreement  will be
                                dependent  on when the  Closing  Date occurs (as
                                described  above  and as  more  fully  described
                                under    "The     Acquisition     Agreement--The
                                Acquisition--Determination     of    Acquisition
                                Price").  In  order  to make  certain  estimates
                                relating to the  consideration to be paid to the
                                Holdings   Stockholders  and  the  Rightsholders
                                which      are       included       in      this
                                Prospectus/Information  Statement,  it has  been
                                assumed  that the  Closing  Date  will  occur on
                                August  15,  1995  and the  Market  Value of the
                                Omnicom Common Stock will be $563/8. Based on an
                                estimated    total    acquisition    price    of
                                $25,366,749,  after  deposits are made on behalf
                                of the Holdings  Stockholders and  Rightsholders
                                into the General Escrow Fund, the Special Escrow
                                Fund, the Liquidating  Trust and the Liquidating
                                Trust Escrow Fund (as  applicable),  each holder
                                of Class A Common  Stock,  Class B Common Stock,
                                EPUs and EARs will be  entitled  to receive in a
                                liquidating distribution,  per share of Holdings
                                Common  Stock  or per  EPU  or  EAR,  shares  of
                                Omnicom Common Stock with a value (determined in
                                accordance  with the  terms  of the  Acquisition
                                Agreement)  equal to $________.  If none of such
                                Omnicom  Common  Stock  were  used to fund  such
                                escrows  and such  trust,  the  value of the per
                                share   or  per  unit   distribution   would  be
                                $________.  

                                Since the amounts  held in such escrows and such
                                trust  are  subject  to  claims  in  respect  of
                                contingent   liabilities,   there   can   be  no
                                assurances  that  amounts  held  therein will in
                                fact be distributed to Holdings Stockholders and
                                Rightholders.  

                                See   "The   Plan  of   Liquidation--Liquidating
                                Distribution  to  Holdings   Stockholders"   and
                                "--Liquidating Distribution to Rightsholders".
  
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                                       10

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Escrow Agreement and
Indemnification Obligations ..  The obligation of Holdings to indemnify  Omnicom
                                and TBWA against losses and damages may arise in
                                one  of  two  ways:   pursuant  to  the  general
                                indemnification     obligations     under    the
                                Acquisition   Agreement,   or  as  a  result  of
                                inaccurate or misleading information supplied by
                                Holdings for use in this  Prospectus/Information
                                Statement.

                                The  indemnification   obligations  of  Holdings
                                under the Acquisition  Agreement will be limited
                                to and satisfied solely from, the General Escrow
                                Fund and the Special  Escrow Fund  (individually
                                sometimes  referred  to as an "Escrow  Fund" and
                                collectively  as the "Escrow  Funds")  under the
                                Escrow  Agreement (such that neither Omnicom nor
                                TBWA nor any of their  affiliates  will have any
                                recourse  for the payment of any losses or other
                                damages  of  any  kind   against   Holdings   or
                                Advertising  or their  respective  affiliates or
                                past,  present or future directors,  officers or
                                employees  or  the  Holdings   Stockholders   or
                                Rightsholders,  nor shall any of such persons be
                                personally   liable  for  any  such   losses  or
                                damages).   The  General  Escrow  Fund  will  be
                                separated    into    two    sub-accounts:    the
                                "Stockholders   General  Escrow  Fund"  and  the
                                "Rightsholders     General     Escrow     Fund".
                                Indemnification  obligations to be satisfied out
                                of the General Escrow Fund will terminate on the
                                earlier of the first  independent  audit report,
                                if any, of TBWA and the Businesses following the
                                Closing  Date or one year from the Closing  Date
                                (except  that  claims  asserted in writing on or
                                prior to such date will  survive  until they are
                                decided   and  are  final  and  binding  on  the
                                parties).  The Special  Escrow Fund will also be
                                separated    into    two    sub-accounts:    the
                                "Stockholders   Special  Escrow  Fund"  and  the
                                "Rightsholders     Special     Escrow     Fund".
                                Indemnification  obligations to be satisfied out
                                of the  Special  Escrow Fund will  terminate  no
                                later than the second anniversary of the Closing
                                under the  Acquisition  Agreement  (except  that
                                claims  asserted  in writing on or prior to such
                                date will survive until they are decided and are
                                final and binding on the parties). Following the
                                termination of the Escrow Agreement, shares then
                                remaining on deposit in the Stockholders General
                                and Special  Escrow Funds and the  Rightsholders
                                General and Special Escrow Funds,  respectively,
                                will be distributed to the Liquidating Trust and
                                the  Liquidating  Trust Escrow Fund in each case
                                to satisfy contingent liabilities of Holdings in
                                accordance with the Liquidating  Trust Agreement
                                and  the  Liquidating  Trust  Escrow  Agreement,
                                respectively. Each sub-account of an Escrow Fund
                                will   satisfy   its  pro  rata   share  of  the
                                applicable  category  of  losses  based  on  the
                                number of shares of Omnicom Common Stock then on
                                deposit  in  such   account.   For  purposes  of
                                satisfying  any  claims,  each  share of Omnicom
                                Common  Stock  deposited in any Escrow Fund will
                                be valued at the  Market  Value,  regardless  of
                                actual  fluctuations  in the market value of the
                                Omnicom Common Stock after the Closing Date.

                                The  indemnification   obligations  of  Holdings
                                which  may  arise  to the  extent  it  furnishes
                                inaccurate   or   incomplete   information   for
                                inclusion    in    the    Prospectus/Information
                                Statement  are not limited to amounts on deposit
                                in the Escrow  Funds nor to the limited  periods
                                of survival.

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                                       11

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Deposit and Pledge
Agreement ....................  The  applicable  shares of Omnicom  Common Stock
                                will be  deposited  into the Escrow Funds on the
                                Distribution  Date.  Prior  to  such  time,  the
                                applicable  shares of Omnicom  Common Stock will
                                be delivered by Holdings and  Advertising to The
                                Chase  Manhattan  Bank,  N.A.,  as deposit agent
                                (the "Deposit Agent"),  pursuant to the terms of
                                a deposit and pledge  agreement  among  Omnicom,
                                TBWA,  Holdings,  Advertising  and  the  Deposit
                                Agent (the "Deposit and Pledge  Agreement"),  to
                                be held as security for the  fulfillment  of the
                                obligation  of  Holdings  and   Advertising   to
                                deliver the said shares into such Escrow Funds.


Arrangement with Respect to
Holdings Preferred Stock .....  On or about July 1, 1995, but no later than July
                                10, 1995,  the Trustee of the  Chiat/Day  Profit
                                Sharing  and 401(k)  Plan (the  "Profit  Sharing
                                Plan"),  the sole record owner of the  preferred
                                stock, cumulative,  $.01 par value per share, of
                                Holdings  (the  "Holdings   Preferred   Stock"),
                                pursuant to an Agreement dated as of May 9, 1995
                                between  Holdings  and the Trustee of the Profit
                                Sharing Plan (the "Profit  Sharing Plan Purchase
                                Agreement"),  will sell to  Holdings  for a cash
                                payment  of  $14,081,773.93  all the  shares  of
                                Holdings  Preferred Stock it owns,  which shares
                                shall  then be  retired  by  Holdings.  Holdings
                                shall pay for such  shares by  obtaining  a loan
                                which  will be  guaranteed  by Omnicom or one of
                                its affiliates.


            Other Terms and Conditions of the Acquisition Agreement

Financial Actions ............  Between  the date of the  Acquisition  Agreement
                                and  the   Closing   Date,   certain   financial
                                arrangements  are  required  to occur:  (i) TBWA
                                shall  lend   Holdings   $55,000,000   and  lend
                                Advertising  $1,000,000 on reasonable commercial
                                terms  and  pursuant  to   financing   documents
                                reasonably acceptable to the parties thereto and
                                in  substantially  the form of the  Amended  and
                                Restated Credit  Agreement  between Holdings and
                                Omnicom,  among  others,  more  fully  described
                                below, and the documents ancillary thereto; (ii)
                                Holdings  shall make a capital  contribution  of
                                not less than  $55,000,000 to  Advertising;  and
                                (iii)   Advertising  shall  repay  in  full  all
                                outstanding  principal,  together  with  accrued
                                interest,   of  its  8.17%  Junior  Subordinated
                                Installment    Notes,    its    13.25%    Junior
                                Subordinated    Notes,    its   13.25%    Senior
                                Subordinated  Notes,  and the notes issued under
                                the Amended and Restated  Credit  Agreement  (as
                                defined below).

Conditions to the
Acquisition ..................  The  obligations  of  Omnicom,  TBWA,   Holdings
                                and  Advertising to consummate  the  Acquisition
                                are  subject  to  the  satisfaction  of  certain
                                mutual    conditions,     including,     without
                                limitation:  obtaining the requisite approval of
                                the  Holdings  Stockholders;  the absence of any
                                pending litigation, proceeding, investigation or
                                claim by  governmental  authorities  seeking  to
                                restrain or invalidate the  consummation  of the
                                Acquisition;  the Registration  Statement having
                                been  declared  effective  by the  SEC  and  not
                                subject to a stop order or threatened stop order
                                and the Omnicom  Common  Stock being  registered
                                thereunder  having been  approved for listing on
                                the New York Stock Exchange.

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                                       12
<PAGE>
- --------------------------------------------------------------------------------

                                The   obligations   of   Omnicom   and  TBWA  to
                                consummate the  Acquisition  are also subject to
                                the    satisfaction   of   certain    additional
                                conditions  including,  without limitation:  the
                                SEC not having  objected to Omnicom's  treatment
                                of  the  acquisition  of  the  Businesses  as  a
                                pooling-of-interests  for  accounting  purposes;
                                Advertising  continuing  to be  the  advertising
                                agency of record for  certain key  clients,  or,
                                with   respect   to  some  of   these   clients,
                                Advertising  having  replaced a loss of any such
                                client with an account of similar size (measured
                                by revenues); the receipt by Holdings of letters
                                from  Rightsholders  who own in the aggregate at
                                least  83% of the  outstanding  EARs and EPUs on
                                the Closing  Date,  which group must include all
                                Rightsholders     who    are    also    Holdings
                                Stockholders,  to the effect  that they will not
                                raise  any  objection  to the  payment  of their
                                outstanding  awards  being  made  in  shares  of
                                Omnicom    Stock   and    their    corresponding
                                participation in the indemnification obligations
                                of  Holdings  (each,  a "Consent  Letter");  the
                                execution of employment  agreements with TBWA or
                                one  of  its   affiliates   by  each  of  Robert
                                Kuperman,  Thomas Patty,  Adelaide  Horton,  Ira
                                Matathia,  Steven  Hancock and Robert Wolf,  and
                                the execution of  non-competition  agreements by
                                each of such individuals;  there not having been
                                a material and adverse  change in the Businesses
                                (which shall  include  TBWA not having  received
                                reasonable  assurances  and financial  data that
                                (a) if the  Closing is on or prior to August 31,
                                1995,  EBIT for the nine  months  ended July 31,
                                1995 is at  least  $7,500,000  and  EBIT for the
                                1995  Fiscal  Year  is  reasonably  expected  to
                                exceed $13,500,000; and (b) if the Closing is on
                                or after  November  1,  1995,  EBIT for the 1995
                                Fiscal Year is at least $13,500,000).

                                The  obligations of Holdings and  Advertising to
                                effect the  Acquisition  are also subject to the
                                satisfaction  of certain  additional  conditions
                                including,    without   limitation:   that   the
                                Annualized   Revenues   of   Holdings   and  its
                                subsidiaries for the 1995 Fiscal Year, shall not
                                be  greater  than   $100,000,000   and  EBIT  of
                                Holdings  and  its  subsidiaries  for  the  1995
                                Fiscal Year is not reasonably expected to exceed
                                $17,200,000;  TBWA  or  one  of  its  affiliates
                                having  entered  into  each  of  the  employment
                                agreements  described  above;  and  TBWA  having
                                assumed   the   employment   agreement   between
                                Holdings and Leland Clow and the  employment and
                                consulting  agreement  between  Holdings and Jay
                                Chiat  (and TBWA  having  validly  assigned  Mr.
                                Chiat's contract to Omnicom).

                                See   "The  Acquisition  Agreement--Other  Terms
                                and Conditions  of  the  Acquisition Agreement",
                                "The   Acquisition  Agreement--The   Acquisition
                                --Renegotiation  of Acquisition  Price" and "The
                                Transactions--Interests  of  Certain  Persons in
                                the   Transactions-Employment   and   Consulting
                                Agreements; Non-Competition Agreements".

Termination of the
Acquisition Agreement ........  The  Acquisition  Agreement  may  be  terminated
                                under  certain  circumstances,   notwithstanding
                                approval  of the  Acquisition  by  the  Holdings
                                Stockholders,  (i)  by  mutual  consent  of  the
                                Boards of Directors of Omnicom,  TBWA,  Holdings
                                and  Advertising  or (ii) by either  Omnicom and
                                TBWA or by Holdings and Advertising (a) if there
                                has  been  a  breach   of  any   representation,
                                warranty or covenant by the other party and such

- --------------------------------------------------------------------------------

                                       13

<PAGE>

- --------------------------------------------------------------------------------

                                breach is not cured  within 30 days after notice
                                of such  breach,  unless  such  breach  does not
                                materially  adversely  affect  the  business  or
                                assets of the breaching  party or the ability of
                                any   or  all   parties,   to   consummate   the
                                transactions  contemplated  by  the  Acquisition
                                Agreement,  (b) if a final,  nonappealable order
                                or judgment is issued enjoining the transactions
                                contemplated  by the Acquisition  Agreement,  or
                                (c) if the  Acquisition  is not  consummated  by
                                December  31, 1995 or at any time after  October
                                31,  1995 if the  conditions  to  such  parties'
                                obligation to close shall have become  incapable
                                of being  satisfied by December  31,  1995.  See
                                "The  Acquisition   Agreement--Other  Terms  and
                                Conditions   of  the   Acquisition   Agreement".

Operation of the
Businesses ...................  After  the   Closing   under   the   Acquisition
                                Agreement    After   the   Closing   under   the
                                Acquisition  Agreement,  the Businesses  will be
                                combined with the TBWA International  network of
                                companies  to  form  a  combined   full  service
                                operating  network  operating as one  integrated
                                unit. The integrated unit will operate under the
                                name "TBWA Chiat/Day" in North America. See "The
                                Transactions--Interests  of  Certain  Persons in
                                the Transactions."

                                 The Amendment

Change of Holdings'
Corporate Name ...............  The Holdings  Certificate  sets forth  Holdings'
                                corporate  name  as  "Chiat/Day  Holdings  Inc."
                                Following  the  Closing  under  the  Acquisition
                                Agreement,  TBWA will own all rights of Holdings
                                in and to the "Chiat/Day" name, and Holdings has
                                agreed that  immediately  following  the Closing
                                thereunder it would change its corporate name to
                                a name not including the "Chiat/Day" designation
                                or any  variation  thereof.  Under the  proposed
                                amendment, Holdings name will be changed to "CDH
                                Corporation".  See  "Proposed  Amendment  of the
                                Holdings Certificate."

                                The Liquidation

Dissolution ..................  Following  the  Closing  under  the  Acquisition
                                Agreement,   Holdings   will  be   dissolved  in
                                accordance with the procedures  prescribed under
                                the  Delaware   General   Corporation  Law  (the
                                "DGCL").   Upon   dissolution,   Holdings   will
                                establish the Liquidating Trust, the trustees of
                                which  will  have  the   authority  to  wind  up
                                Holdings'  affairs.

Establishment and Operation
of Liquidating  Trust ........  The  Liquidating  Trust  will  hold  all  of the
                                assets of Holdings  remaining  after the initial
                                distributions  of Omnicom Common Stock described
                                above under "--The Acquisition". Pursuant to the
                                terms  of  the   Liquidating   Trust   Agreement
                                governing  the  operation  of  the   Liquidating
                                Trust,  each  share of  Holdings  Common  Stock,
                                regardless   of  class,   shall  have  an  equal
                                interest in the Liquidating Trust.

                                The Liquidating  Trust will be funded, on behalf
                                of the Holdings Stockholders,  with five percent
                                of the  Omnicom  Common  Stock  paid  by TBWA to
                                Holdings as part of the acquisition  price under
                                the Acquisition  Agreement  (after deducting the
                                Contributed  Stock).  The Liquidating  Trust may
                                also receive from time to time, on behalf of the

- --------------------------------------------------------------------------------

                                       14

<PAGE>
- --------------------------------------------------------------------------------

                                Holdings Stockholders,  distributions of Omnicom
                                Common Stock pursuant to the terms of the Escrow
                                Agreement.

                                The  Liquidating  Trustees will  distribute  the
                                assets in the Liquidating  Trust to the Holdings
                                Stockholders,  pro rata in accordance with their
                                interests,   as   expeditiously   as   possible,
                                provided that adequate  reserves  shall be taken
                                for  Trust   Liabilities   (as  defined  below),
                                expenses  of  the  Liquidating  Trustees  (which
                                shall include  ordinary and customary  expenses)
                                and  to  make   distributions   to  any  missing
                                beneficiaries.    Payments    made    from   the
                                Liquidating  Trust to satisfy  such  liabilities
                                will be reimbursed in part from the  Liquidating
                                Trust Escrow Fund.

                                See  "The  Plan  of  Liquidation--General"   and
                                "--Operation of the Liquidating Trust".

The Liquidating
Trust Escrow Fund ............  The  Liquidating   Trust  Escrow  Fund  will  be
                                funded,  on  behalf of the  Rightsholders,  with
                                five percent of the Omnicom Common Stock paid by
                                TBWA to Advertising  as part of the  acquisition
                                price under the Acquisition Agreement (including
                                five  percent  of the  Contributed  Stock).  The
                                Liquidating  Trust  Escrow Fund may also receive
                                from   time   to   time,   on   behalf   of  the
                                Rightsholders,  distributions  of Omnicom Common
                                Stock  pursuant  to  the  terms  of  the  Escrow
                                Agreement.

                                The  Liquidating  Trust Escrow Fund will be used
                                to  satisfy  the  Rightsholders'  share of Trust
                                Liabilities.

                                Whenever  the   Liquidating   Trustee   makes  a
                                distribution  of trust  property to the Holdings
                                Stockholders,  a  proportionate  amount  of  the
                                Liquidating    Trust   Escrow   Fund   will   be
                                distributed  to the  Rightsholders,  pro rata in
                                accordance with their interests.

                                See "The  Plan of  Liquidation--The  Liquidating
                                Trust Escrow".

                              Other Considerations

Recommendation of the Board
of Directors  of Holdings ....  The Board of Directors of Holdings, by unanimous
                                vote, approved each of the matters  constituting
                                part of the  Transactions,  and  recommends  the
                                approval of each of such matters by the Holdings
                                Stockholders.  

Interests of Certain Persons
in the  Transactions .........  As of [May 4,  1995,]  directors  and  executive
                                officers  of  Holdings,  and  their  affiliates,
                                owned of record an  aggregate of [75.82%] of the
                                outstanding  shares of  Holdings  Common  Stock.
                                Accordingly,  the  Transactions  can be approved
                                without  the  affirmative   vote  of  any  other
                                Holdings  Stockholders.  Each of such  directors
                                and   executive   officers   has   expressed  an
                                intention to vote the shares of Holdings  Common
                                Stock  owned  by  him or  her  in  favor  of the
                                Transactions.

                                As of [May 4,  1995,]  directors  and  executive
                                officers  of  Holdings,  and  their  affiliates,
                                owned of record an  aggregate  of [97.3%] of the
                                outstanding  awards under the EAR and EPU Plans.
                                Each of such  directors and  executive  officers
                                have  executed and  delivered to Holdings his or
                                her Consent Letter as described above.

- --------------------------------------------------------------------------------

                                       15

<PAGE>
- --------------------------------------------------------------------------------

                                For  a  description  of  certain   interests  of
                                certain  directors  and  executive  officers  of
                                Holdings  in  the   Transactions   that  are  in
                                addition   to   the    interests   of   Holdings
                                Stockholders      generally,       see      "The
                                Transactions--Interests  of  Certain  Persons in
                                the Transactions".

Accounting Treatment ........   The Acquisition will be accounted for by Omnicom
                                as    a    pooling-of-interests.     See    "The
                                Transactions--Accounting Treatment".

Certain Federal Income
Tax Consequences ............   The Acquisition will be a taxable transaction to
                                Holdings and Advertising;  and the distributions
                                pursuant  to the Plan of  Liquidation  will be a
                                taxable transaction to Holdings Stockholders and
                                Rightsholders.  Holders of Class A Common  Stock
                                and of Class B Common Stock issued in July, 1989
                                pursuant to a certain stock  purchase  agreement
                                between  Holdings  and  certain  management  and
                                other  investors  ("Mojo B Common  Stock")  will
                                recognize  gain  or  loss  as a  result  of  the
                                Transactions equal to the difference between the
                                sum of (i) the fair market  value of all Omnicom
                                Common Stock  received  (whether  distributed or
                                placed   in  the   Liquidating   Trust   or  the
                                Stockholders  General or Special  Escrow  Funds)
                                plus (ii) the cash  received  in  respect of any
                                fractional  shares,  and their adjusted basis in
                                the Class A Common Stock or Mojo B Common Stock.
                                Holders of Class B Common  Stock  other than the
                                Mojo B Common Stock will recognize  compensation
                                income equal to the excess of the sum of (a) the
                                fair market  value of the Omnicom  Common  Stock
                                received  (whether  distributed or placed in the
                                Liquidating Trust or the Stockholders General or
                                Special Escrow Funds) plus (b) the cash received
                                in respect of any  fractional  shares,  over the
                                sum of (x) the  amount  paid for  their  Class B
                                Common  Stock,  and (y) the  amount,  if any, of
                                ordinary   income  which  they  have  previously
                                recognized  in respect  of their  Class B Common
                                Stock.

                                Each Holdings  Stockholder's share of the income
                                (including   dividends  on  the  Omnicom  Common
                                Stock), gain or loss realized by the Liquidating
                                Trust or the  Stockholders  General  or  Special
                                Escrow Funds will be recognized by such Holdings
                                Stockholder  (whether  or  not  distributed)  in
                                computing his or her federal income tax.

                                Rightsholders will recognize compensation income
                                equal to the fair  market  value of the  Omnicom
                                Common Stock  received  (whether  distributed or
                                placed in the  Liquidating  Trust Escrow Fund or
                                the  Rightsholders  General  or  Special  Escrow
                                Funds) plus the cash  received in respect of any
                                fractional shares. Each Rightsholder's  share of
                                the income  (including  dividends on the Omnicom
                                Common  Stock),  gain  or loss  realized  by the
                                Liquidating    Trust    Escrow   Fund   or   the
                                Rightsholders  General or Special  Escrow  Funds
                                will be recognized by such Rightsholder (whether
                                or  not  distributed)  in  computing  his or her
                                federal income tax.

                                EACH  HOLDINGS   STOCKHOLDER  AND   RIGHTSHOLDER
                                SHOULD  CAREFULLY  REVIEW THE MATTERS  DISCUSSED
                                UNDER   THE   CAPTION    "FEDERAL   INCOME   TAX
                                CONSEQUENCES   OF  THE  SALES  OF   ASSETS   AND
                                DISSOLUTION AND  LIQUIDATION" AND SHOULD CONSULT

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                                       16
<PAGE>

- --------------------------------------------------------------------------------

                                HIS OR HER OWN TAX ADVISOR  WITH  RESPECT TO THE
                                SPECIFIC TAX CONSEQUENCES OF THE TRANSACTIONS TO
                                HIM OR HER.

Regulatory Approvals .........  Omnicom and Holdings each filed notification and
                                report   forms   under   the   Hart-Scott-Rodino
                                Antitrust  Improvements  Act of 1976, as amended
                                (the  "Hart-Scott-Rodino  Act") with the Federal
                                Trade  Commission  (the "FTC") and the Antitrust
                                Division   of  the   Justice   Department   (the
                                "Antitrust  Division") on _________,  1995,  and
                                each  was   advised   that   there   was   early
                                termination of the applicable  waiting period on
                                _____________,        1995.       See       "The
                                Transactions--Regulatory Approvals".

Resales of Omnicom Common
Stock; Resale Restrictions ...  This  Prospectus  also covers resales of Omnicom
                                Common Stock by the Liquidating Trustees and the
                                Liquidating  Trust  Escrow Agent upon deposit of
                                Omnicom Common Stock into the Liquidating  Trust
                                and Liquidating Trust Escrow Fund, respectively.
                                All such  resales  shall be made on the New York
                                Stock Exchange at then-prevailing  market prices
                                or in negotiated transactions.  Such resales are
                                expected  to be  completed  within 60 days after
                                the     Distribution      Date.     See     "The
                                Transactions--Resales of Omnicom Common Stock".

                                Resales  of  Omnicom  Common  Stock by  Holdings
                                Stockholders or Rightsholders  who are deemed to
                                be  "affiliates"  (as  such  term is  understood
                                under the  Securities  Act) of Holdings prior to
                                the   Acquisition  may  be  subject  to  certain
                                restrictions.  See  "The  Transactions--  Resale
                                Restrictions".

No Dissenters' Rights .......   Holders  of  Holdings   Common   Stock  are  not
                                entitled to dissenters' rights under the DGCL in
                                connection  with  the  Transactions.   See  "The
                                Transactions--No Dissenters' Rights".

- --------------------------------------------------------------------------------

                                       17

<PAGE>

                           COMPARATIVE PER SHARE DATA

     Set forth below are  unaudited  income  from  continuing  operations,  cash
dividends  declared and book value per common share data of Omnicom and Holdings
on both historical and pro forma combined bases.  Pro forma combined income from
continuing  operations  per share is calculated  under the  pooling-of-interests
accounting  method and assumes that the  Acquisition  had  occurred  immediately
prior to the period being reported upon. Since Omnicom is on a calendar year for
financial  reporting  purposes,  while Holdings' fiscal year ends on October 31,
the combined results for the three months ended March 31, 1995 and for each year
in the three years ended  December 31,  1994,  respectively,  reflect  Omnicom's
results for those  periods and  Holdings'  results  for the three  months  ended
January 31, 1995,  and for each year in the three years ended  October 31, 1994.
Pro forma  combined  cash  dividends  declared per share  reflects  Omnicom cash
dividends declared in the periods indicated.  The per share equivalent pro forma
combined data has been calculated  based upon the material  assumptions that the
aggregate  acquisition  price will be  $25,366,749,  and the Market Value of the
Omnicom Common Stock will be $563/8.  The  information set forth below should be
read  in  conjunction  with  the  respective  audited  and  unaudited  financial
statements of Omnicom  incorporated by reference in this  Prospectus/Information
Statement and of Holdings included in this Prospectus/Information Statement.

<TABLE>
<CAPTION>


                                            As of  March 31 , 1995                 As of December 31, 1994
                                            ----------------------                 -----------------------
<S>                                                  <C>                                   <C>  
Book Value per Share: 
    Omnicom .........................                $15.86                                $14.96
    Holdings ........................                $(1.62)                               $(1.60)
    Pro forma .......................                $13.29                                $12.45


                                              Three Months ended                   Year Ended December 31,
                                                March 31, 1995               ----------------------------------
                                              -------------------             1992          1993          1994
                                                                             -----          -----        -----
Cash Dividends Declared
   per Share:
    Omnicom .........................                $ 0.31                  $1.21          $1.24         $1.24
    Holdings ........................                   --                     --             --            -- 
    Pro forma .......................                $ 0.31                  $1.21          $1.24         $1.24

Net Income per Share:
    Omnicom:
      Primary .......................                $ 0.68                  $2.31          $2.79         $3.15
      Fully Diluted .................                $ 0.68                  $2.20          $2.62         $3.07

    Holdings:
      Primary .......................                $(0.03)                 $0.03         $(0.39)        $0.11
      Primary (including
        EPUs and EARs) ..............                $(0.03)                 $0.02         $(0.39)        $0.05

    Pro forma:
      Primary ........................               $ 0.65                  $2.35          $2.14         $3.23
      Fully Diluted ..................               $ 0.65                  $2.24          $2.09         $3.14
</TABLE>


                                       18

<PAGE>
                               MARKET PRICE DATA

     There is no public  market for  Holdings  Common  Stock.  Holdings  has not
declared or paid any cash  dividends  on any shares of Holdings  Common Stock in
the  current  fiscal  year,  or in any of the  periods  presented  in  "Selected
Financial  Data  of  Holdings".  In  the  event  that  the  Acquisition  is  not
consummated,  it is not expected  that any cash  dividends  would be paid on any
shares of Holdings Common Stock in the foreseeable future.

     Omnicom Common Stock is listed on the NYSE. The table below sets forth, for
the  calendar  quarters  indicated,  the  reported  high and low sale  prices of
Omnicom Common Stock as reported on the NYSE Composite  Tape, in each case based
on published financial sources,  and the dividends paid per share on the Omnicom
Common Stock for such periods.

                                                  Omnicom Common Stock
                                          -------------------------------------
                                           High            Low        Dividends
                                          ------          ------      ---------
1993
  First Quarter ......................    47 1/2          38 3/8        .310
  Second Quarter .....................    47 1/4          38 1/4        .310
  Third Quarter ......................    46 1/4          37            .310
  Fourth Quarter .....................    46 1/2          41 1/2        .310

1994
  First Quarter ......................    49 7/8          43 3/4        .310
  Second Quarter .....................    49 1/2          44 7/8        .310
  Third Quarter ......................    51 1/2          48            .310
  Fourth Quarter .....................    53 3/4          49            .310

1995
  First Quarter ......................    56 7/8          50            .310
  Second Quarter (through _____, 1995)

     On May 10,  1995,  the last full  trading  day prior to the  execution  and
delivery of the Acquisition Agreement, the closing price of Omnicom Common Stock
on the NYSE Composite Tape was $56 3/8 per share.

     On [              ], 1995,  the most recent  practicable  date prior to the
printing of this Prospectus/Information  Statement, the closing price of Omnicom
Common Stock on the NYSE Composite Tape was $[           ] per share.



                                       19
<PAGE>

                              THE SPECIAL MEETING

                    Date, Time and Place of Special Meeting

     This Prospectus/Information  Statement is being furnished to the holders of
Class A Common Stock and the holders of Class B Common Stock in connection  with
the  Special  Meeting  of  Holdings  Stockholders  to be held on , 1995,  at the
offices of Holdings,  180 Maiden Lane, New York,  New York 10038,  at ____ A.M.,
local time, and at any adjournment or postponement thereof.

     This Prospectus/Information Statement is first being mailed to the Holdings
Stockholders on or about , 1995.

                Business to Be Transacted at the Special Meeting

     At the Special Meeting,  Holdings  Stockholders will consider and vote upon
the following matters (collectively, the "Holdings Vote Matters"):

          (i)   a proposal to approve the sale by Holdings  and  Advertising  of
                their  assets and  businesses  pursuant  to (i) the  Acquisition
                Agreement and (ii) the Advertising Stock Sale Agreement;

          (ii)  a proposal to amend the Holdings Certificate effective as of the
                Closing under the Acquisition  Agreement to change its corporate
                name to CDH Corporation;

          (iii) the approval and adoption of the Plan of Liquidation,  including
                the  dissolution  of Holdings,  the creation of the  Liquidating
                Trust  pursuant  to the  Liquidating  Trust  Agreement  and  the
                appointment of the Liquidating Trustees; and

          (iv)  such other  proposals  as may  properly  be brought  before this
                meeting or any adjournment thereof.

     None of the Holdings Vote Matters shall become  effective unless all of the
proposals are adopted by the requisite vote of the Holdings Stockholders.

     Each of the directors  and executive  officers of Holdings has expressed an
intention to vote in favor of the Transactions.

                           Record Date, Voting Rights

     Only  stockholders  of  record  of Class A Common  Stock and Class B Common
Stock at the close of  business on  _________,  1995 will be entitled to vote at
the Special Meeting.  On that date,  there were issued and outstanding  ________
shares of Class A Common Stock and ______ shares of Class B Common  Stock.  Each
share of each class of Holdings  Common  Stock is entitled to one vote per share
on the  Holdings  Vote  Matters at the  Special  Meeting or any  adjournment  or
postponement thereof.

                              Voting Requirements

     The presence of the holders of a majority of the voting power of all shares
of Class A Common Stock and Class B Common Stock entitled to vote outstanding on
the record date is  necessary  to  constitute  a quorum for the  transaction  of
business at the Special Meeting.

     Under the DGCL and the Holdings  Certificate,  the affirmative  vote of the
holders of the  majority of the  outstanding  shares of Class A Common Stock and
Class B Common Stock voting together as a class, will be required to approve the
Holdings Vote Matters. Abstentions have the effect of negative votes.

                      Approval Under Holdings Certificate

     Under the Holdings  Certificate,  the approval of a majority of the holders
of Class A Common Stock, excluding certain shares that were originally issued to
Morgan Capital  Corporation,  is required for the sale of the assets pursuant to
the Acquisition  Agreement as well as certain  transactions  provided for herein
with affiliated parties. See "The  Transactions--Interests of Certain Persons in
the  Transaction".  The holders of a majority of such Class A Common  Stock have
consented  to such matters as provided in the  Holdings  Certificate  and in the
manner provided for in Holdings' by-laws and Section 228 of the DGCL.



                                       20
<PAGE>

                              Affiliate Ownership

     As of the Record Date, directors,  officers and affiliates of Holdings as a
group  owned  approximately  __________  shares  of  Class A  Common  Stock  and
_________ shares of Class B Common Stock,  representing  approximately _____% of
the  aggregate  outstanding  shares of Holdings  Common Stock.  Accordingly  the
Transactions can be approved by the affirmative vote of such persons even if all
other  Holdings  Stockholders  vote against the  proposals.  These  persons have
expressed an intention to vote in favor of the Transactions.

                                THE TRANSACTIONS

     (The  information  contained in this  Registration  Statement of which this
Prospectus/Information  Statement  forms a part is  qualified in its entirety by
reference to the complete texts of the  Acquisition  Agreement,  the Advertising
Stock  Sale  Agreement,  the  Escrow  Agreement,  the Plan of  Liquidation,  the
Liquidating Trust Agreement and the Liquidating  Trust Escrow  Agreement,  which
are filed as Exhibits thereto and are incorporated herein by reference.)

           Background of and Holdings' Reasons for the Transactions;
               Recommendation of the Holdings Board of Directors

Overview

     After  the  Closing,   the  Businesses  will  be  combined  with  the  TBWA
International  network  of  companies  to form a  combined  advertising  network
operating as one  integrated  unit. In  furtherance  of this, the members of the
TBWA  International  group  operating  under the TBWA name in North America will
change their corporate names to include the designation  "TBWA  Chiat/Day".  See
"Interests of Certain  Persons in the  Transactions"  for a  description  of the
positions within this integrated  network that will be held by certain executive
officers of Holdings and its subsidiaries.

     The terms of the Acquisition,  including the terms of the Escrow Agreement,
are the result of arm's-length  negotiation  between  representatives of Omnicom
and TBWA and representatives of Holdings and Advertising.

Background of the Transactions

     In early 1993, Holdings commenced exploring strategic alternatives in order
to expand  internationally  and  reduce  the debt on its  balance  sheet.  These
alternatives  included  possible  strategic  combinations with other advertising
agencies and groups,  including Omnicom.  Preliminary discussions were held with
parties  other  than  Omnicom  but  such  discussions  did not  lead to  serious
negotiations.   Holdings  and  Omnicom  began  informally   discussing  possible
combinations in 1993 shortly after Omnicom acquired TBWA, but at such time these
discussions did not advance to substantive  negotiations and ceased. Since 1993,
however,  TBWA and  Holdings  frequently  consulted  with respect to their joint
representation of Nissan.

     In late 1994 and January  1995,  Holdings was engaged in  discussions  with
potential  lenders  regarding the  refinancing of its bank credit  facility (the
"Bank  Credit  Agreement")  which was to mature in May 1995 and $11  million  of
Holding's 13.25% Senior Subordinated Notes which mature[d and were paid in full]
on August 1, 1995.  The terms  proposed  by  prospective  institutional  lenders
included  substantial  penalties for early  repayment  and the  equivalent of an
equity  participation  in  Holdings  in the event  that it were sold  while such
financing was outstanding. During the period Holdings was considering whether to
accept such terms of  refinancing,  discussions  with  Omnicom  were renewed and
began to assume the characteristics of negotiations in January of 1995. Holdings
realized that to proceed with the proposed  refinancing would create significant
obstacles to consummating any acquisition  transaction.  Instead, Omnicom agreed
to assume the  liabilities  of the banks  under the Bank  Credit  Agreement  and
extended the  maturity  until  December  10, 1995 (as assumed and  amended,  the
"Amended and Restated Credit Agreement").

     The negotiations with Omnicom  concerning a possible  combination with TBWA
and Holdings  continued  through  January and on February 1, the parties reached
preliminary  agreement  in principle  and a public  announcement  was made.  The
negotiations  continued  through March and April 1995 and  culminated on May 11,
1995 in the  execution  of the  definitive  Acquisition  Agreement  and  related
documents following approval by the Board of Directors of each company.


                                       21
<PAGE>

Holding's Reasons for the Transactions

     The  decision  of the Board of  Directors  of  Holdings  to enter  into the
Acquisition  was largely  influenced by the Board's  assessment of the perceived
benefits of a strategic combination with TBWA in the United States and Europe as
well as the limited growth  opportunities of an independent Holdings in light of
its highly leveraged balance sheet. The Board also took into  consideration that
the  shareholders  of Holdings,  including  the Profit  Sharing  Plan,  had been
holding for a significant period of time an illiquid investment in Holdings. The
Board of Directors  believes  that the  Acquisition  offers a fair price for the
assets of Holdings and Advertising,  provides the Holdings Stockholders a liquid
investment and that the  combination  with TBWA  contemplated by the Acquisition
provides  an  excellent  strategic  fit and the  increased  liquidity  needed to
capitalize on growth opportunities for the combined organization.

     The  Holdings  Board  of  Directors  made  its  determination  without  the
assistance of a financial advisor and without a "fairness opinion". Instead, the
Holdings Board of Directors has relied upon its own experience and the knowledge
of  its  management  in  assessing  the  advantages  and  disadvantages  of  the
Transactions.

Recommendation of the Holdings Board of Directors

     For the reasons set forth above,  the Holdings Board of Directors  believes
that the  Transactions  are fair to, and in the best interests of,  Holdings and
the Holdings Stockholders and recommends that the Holdings Stockholders vote FOR
the  approval  of  the  sale  of the  assets  and  businesses  of  Holdings  and
Advertising pursuant to the Acquisition Agreement and the Advertising Stock Sale
Agreement,  FOR the approval of the amendment of the Holdings  Certificate,  and
FOR the approval of the Plan of Liquidation.

                     Omnicom's Reasons for the Acquisition

     Omnicom's and TBWA's  respective  Board of Directors each believes that the
Acquisition  represents an opportunity  for TBWA to strengthen its position as a
major  global  advertising  agency  network  without   diminishing  its  overall
financial strength. TBWA's international strength is concentrated outside of the
United  States,  while  Holdings and  Advertising  have a strong North  American
presence;  the  Acquisition  is  therefore a natural  geographic  fit which will
expand TBWA's worldwide capabilities.

     The fit is also strategic from a client servicing perspective.  Advertising
is the  advertising  agency of record in the  United  States  and Canada for the
Nissan and Infiniti  divisions of the Nissan Motor Corp.; while TBWA handles the
Nissan  business  on a Pan  European  basis as well as the local  business  in 9
European countries.  The Acquisition represents an opportunity to strengthen the
Nissan relationship by being in a position to service this client throughout the
world.

     The Boards of  Directors  of Omnicom and TBWA  believe  that the  corporate
cultures  of  the  two  networks  will  combine  well,  as  both  networks  have
historically  placed  their major  emphasis on  creative  output.  The Boards of
Directors of TBWA and Omnicom also  considered  the  potential  synergies  which
would result in lower costs as a result of the combining of the operations.

     Omnicom  has not  retained  an  outside  party  to  evaluate  the  proposed
Acquisition  but has instead  relied upon the  knowledge  of its  management  in
considering the financial aspects of the Acquisition.

     In reaching  its  conclusion,  the Board of  Directors  of Omnicom and TBWA
considered,  among  other  things:  (i)  information  concerning  the  financial
performance,  condition,  business  operations and prospects of each of Holdings
and  Advertising;  and (ii) the proposed terms and structure of the Acquisition.
It is anticipated that the Acquisition will be non-dilutive to Omnicom's results
of operations.  Accordingly,  the Board of Directors of Omnicom has  unanimously
approved the Acquisition Agreement and the transactions contemplated thereby.


                                       22
<PAGE>

                Interests of Certain Persons in the Transaction

      (The following  describes certain interests of the directors and executive
officers of holdings in the  transactions  that are in addition to the interests
of Holdings Stockholders generally.)

Employment and Consulting Agreements; Non-Competition Agreements

     Pursuant  to the  Acquisition  Agreement,  the  employment  and  consulting
agreement  dated May ___, 1995 between Jay Chiat and Holdings will be assumed by
TBWA and then assigned to Omnicom.  Upon the completion of the Acquisition,  Mr.
Chiat will serve as a consultant  under the employment and consulting  agreement
and will  serve as such  until May __,  2002,  and the  agreement  automatically
extends until the earlier of May __, 2005 or such earlier date on which Holdings
no longer maintains certain key client  relationships.  Mr. Chiat's compensation
in Omnicom's  opinion is reasonable  for the services he is to render and in any
event  is  significantly  less  than he was  earning  immediately  prior  to the
Acquisition.  Mr.  Chiat will not be provided  with any  employee  benefits.  In
addition,  pursuant to the terms of the  Acquisition  Agreement,  Mr. Chiat will
enter into a non-competition agreement with Omnicom which will have a term of 10
years  commencing  on  the  Closing  Date  of  the  Acquisition.  No  additional
consideration is being paid with respect to such non-competition agreement.

     Pursuant to the Acquisition  Agreement,  the employment agreement dated May
__,  1995  between  Leland  Clow and  Holdings  will be  assumed  by TBWA.  Such
employment agreement extends to December 31, 1998 and provides for annual salary
compensation  at the  same  levels  as  the  predecessor  employment  agreement.
Following the consummation of the  Acquisition,  Mr. Clow's salary level will be
subject to increases in connection with the salary review procedures of TBWA and
Mr. Clow will participate in TBWA bonus plans. Benefits substantially equivalent
to those Mr. Clow was receiving under his predecessor  employment agreement will
also  be  provided.  In  addition,  pursuant  to the  terms  of the  Acquisition
Agreement,  Mr. Clow will enter into a  non-competition  agreement  with Omnicom
which will have a term  commencing  on the Closing Date of the  Acquisition  and
ending on the later of December 31, 1998 or two years after the  termination  of
Mr. Clow's employment. No additional consideration is being paid with respect to
such non-competition agreement.

     Pursuant to the Acquisition  Agreement,  TBWA or one of its affiliates will
enter into employment  agreements with Steve Hancock,  the  President/CEO of the
Toronto office of Advertising,  and each of the following key executive officers
who are also  directors of  Holdings:  Adelaide  Horton;  Robert  Kuperman;  Ira
Matathia;  and Tom Patty. It is anticipated that the employment  agreements will
have a term  commencing  on the Closing  Date of the  Acquisition  and ending on
December 31, 1998 and provide for annual salary compensation and fringe benefits
substantially  equivalent to those such persons were receiving immediately prior
to the  Acquisition.  Such persons will also be eligible to  participate in TBWA
bonus plans. In addition,  the Acquisition  Agreement provides that Robert Wolf,
also a  director  of  Holdings,  will enter into an  employment  agreement  with
Omnicom with a term ending on December 31, 1996. Mr. Wolf's employment agreement
provides for the same annual  salary he was receiving  immediately  prior to the
Acquisition and benefits customarily provided by Omnicom to its employees.

     Pursuant to the terms of the  Acquisition  Agreement,  the  executives  and
directors  listed in the first sentence of the immediately  preceding  paragraph
and Mr. Wolf will enter into non-competition  agreements with Omnicom which will
have a term  commencing on the closing date of the Acquisition and ending on the
later of  December  31, 1998 or two years after  termination  of the  applicable
party's  employment.   There  is  no  additional  consideration  being  paid  in
connection with these non-competition agreements.

     In  connection  with  the  Transactions,   a  1987  deferred   compensation
arrangement  between  Advertising  and Robert  Kuperman  will be canceled by the
payment of the present value of the vested  benefits  thereunder.  The liability
for such vested benefits has already been recorded on the books of Advertising.

     The terms of the Acquisition  Agreement  permit Holdings and Advertising to
pay to their  directors and employees  bonuses accrued for fiscal year 1994, and
permit  Advertising  to accrue for bonuses for the 1995 Fiscal Year an amount up
to 10% of profit from normal advertising  operations before all federal,  state,
local and  foreign  income  taxes and  adjusted to exclude  interest  income and
interest  expense,  with such  accrual to be  reviewed  and  adjusted  upward or
downward after  completion of the 1995 Fiscal Year consistent with past practice
(provided  that for the period from the Closing Date  through  October 31, 1995,
the  accrual  shall be based  on the  financial  results  of the  Businesses  as
conducted  by TBWA).  Holdings  has  established  a bonus pool of  approximately



                                       23
<PAGE>

$2,500,000  with respect to fiscal year 1994,  40% of which will be allocated to
its senior officers,  all of whom are directors.  Bonuses with respect to Fiscal
Year  1995  have  not yet  been  determined,  but it is  expected  that all or a
substantial  portion of such  bonuses will be paid to the same  individuals.  In
addition,  if such  profits  exceed  budgeted  amounts for the 1995 Fiscal Year,
additional bonus payments will be made.

     Pursuant to the Acquisition  Agreement,  all other employees of Holdings or
Advertising  (many  of whom  are  stockholders  of  Holdings)  will  be  offered
employment by TBWA or its affiliates on substantially  equivalent terms as their
employment prior to the Acquisition.

Other Agreements

     Prior  to  the  Closing  Date,   Holdings  will  redeem  its  8.17%  Junior
Subordinated Installment Notes due 2005 and its 13.25% Junior Subordinated Notes
due 2005  (collectively,  the "Junior  Notes") at their face value plus  accrued
interest  to the  date  of  redemption.  Jay  Chiat,  a  director  of  Holdings,
beneficially  owns $[3,000,000] in principal amount of the Junior Notes and will
receive $________ as a result of this redemption.

     Pursuant to the  Acquisition  Agreement,  certain works of art owned by Mr.
Chiat  will be leased to TBWA on the same basis as the art is  currently  leased
for a  nominal  sum  commencing  on  the  consummation  of the  Acquisition.  In
connection  with such lease,  TBWA will pay for the costs of insuring such works
of art against  theft,  loss and damage.  The lease will be terminable  upon one
month's notice by either party thereto.

     Following the  Distribution  Date, Ms. Horton [ADD ASSIGNEES,  IF ANY] will
purchase from Holdings for $250,000 in cash,  all of the issued and  outstanding
common stock of Advertising pursuant to the Advertising Stock Sale Agreement. At
the time of such purchase, the only asset which Advertising will own will be its
rights,  through its ownership of all of the capital  stock of Chiat/Day  Direct
Marketing,  Inc., under the litigation entitled Chiat/Day Direct Marketing, Inc.
f/k/a/  Perkins/Butler  Direct  Marketing  Inc. v. National Car Rental  Systems,
Inc.,  No. 93 civ. 2717  (S.D.N.Y.)(the  "National  Car Suit").  Pursuant to the
Advertising  Stock Sale  Agreement,  Holdings has agreed to indemnify Ms. Horton
and Advertising for any losses incurred in respect of liabilities of Advertising
not assumed by TBWA under the Acquisition Agreement. To the extent that Holdings
were unable to fully indemnify Ms. Horton and Advertising, any recovery from the
National  Car Suit  received  by  Advertising  would be at  risk.  The  Board of
Directors of Holdings  believes that the sale of Advertising to Ms. Horton is on
terms no less  favorable  to  Holdings  than would  result  from an  arms-length
negotiation  conducted with unrelated  parties.  See "The Advertising Stock Sale
Agreement".

     David C. Wiener and Company, P.C., of which David C. Wiener is a principal,
will  receive  fees  for  services  rendered  to  Holdings  and  Advertising  in
connection  with  the  Acquisition  in  an  aggregate  amount  estimated  to  be
approximately  $350,000.  Mr.  Wiener is a member of the Board of  Directors  of
Holdings.

     Prior  to the  consummation  of the  Acquisition,  pursuant  to the  Profit
Sharing Plan Purchase Agreement the shares of Preferred Stock held in the Profit
Sharing Plan are being acquired by Holdings for  $14,081,773.93  in cash. All of
the  directors  and  senior  executive   officers  of  Holdings  (together  with
approximately 600 other employees),  other than Mr. Wiener,  are participants in
such plan.

     See also  "Description of Holdings  Capital Stock" for a description of the
security ownership of management of Holdings.

                              Accounting Treatment

     The Acquisition will be accounted for by Omnicom as a  pooling-of-interests
for  financial   reporting   purposes  in  accordance  with  generally  accepted
accounting principles.  Accordingly,  upon consummation of the Acquisition,  the
assets and  liabilities  of  Holdings  and  Advertising  will be included in the
consolidated  balance sheet of Omnicom and its subsidiaries in the amounts which
were  included  in the books of  Holdings  immediately  before the  Acquisition,
subject to adjustments  required to conform the accounting  policies of Holdings
to those utilized by Omnicom,  and such other adjustments as may be necessary to
comply with pooling-of-interests accounting rules and regulations.

                              Regulatory Approvals

      Under the Hart-Scott-Rodino Act and the rules promulgated therewith by the
FTC, the Acquisition may not be consummated until  notifications have been given
and certain information has been furnished to the FTC and the Antitrust Division
and specified  waiting  period  requirements  have been  satisfied.  Omnicom and
Holdings each filed  notification  and report forms under the  Hart-Scott-Rodino
Act with the FTC and the Antitrust Division on ____________,  1995. The required



                                       24
<PAGE>

waiting  period  under  the   Hart-Scott-Rodino  Act  was  terminated  early  on
_______________, 1995.

     At any time before or after consummation of the Acquisition,  the Antitrust
Division or the FTC could take such action under the antitrust  laws as it deems
necessary or desirable in the public interest,  including  seeking to enjoin the
consummation of the Acquisition or seeking  divestiture of assets of Omnicom. At
any  time  before  or after  the  Closing  Date,  and  notwithstanding  that the
Hart-Scott-Rodino  Act  waiting  period has  expired,  any state could take such
action under the antitrust laws as it deems necessary or desirable in the public
interest.  Such action could include  seeking to enjoin the  consummation of the
Acquisition  or seeking  divestiture of assets of Omnicom.  Private  parties may
also  seek  to  take  legal  action  under  the  antitrust  laws  under  certain
circumstances.

     Based on information  available to them,  Omnicom and Holdings believe that
the  Acquisition  can be effected in compliance with Federal and state antitrust
laws. However, there can be no assurance that a challenge to the consummation of
the  Acquisition  on  antitrust  grounds  will  not be made or  that,  if such a
challenge were made, Omnicom and Holdings would prevail or would not be required
to accept certain conditions,  possibly including certain divestitures of assets
of Omnicom, in order to consummate the Acquisition.

                        Resales of Omnicom Common Stock

     This  Prospectus  also  covers  resales  of  Omnicom  Common  Stock  by the
Liquidating  Trustees  and the  Liquidating  Trust  Escrow Agent upon deposit of
Omnicom Common Stock into the Liquidating Trust and the Liquidating Trust Escrow
Fund,  respectively.  All  such  resales  shall  be made on the New  York  Stock
Exchange at then-prevailing  market prices or in negotiated  transactions.  Such
resales are expected to be completed within 60 days after the Distribution Date.
See "The Plan of Liquidation".

                              Resale Restrictions

     All shares of Omnicom  Common Stock received by Holdings  Stockholders  and
Rightsholders as a result of the Acquisition will be freely transferable, except
that  shares of Omnicom  Common  Stock  received by persons who are deemed to be
"affiliates"  (as such term is understood  under the Securities Act) of Holdings
prior to the  Acquisition  ("Holdings  Affiliates")  shall be subject to certain
restrictions,  as more fully  described  below.  Persons who may be deemed to be
affiliates of Holdings or Omnicom generally include individuals or entities that
control, are controlled by, or are under common control with, such party and may
include  certain  officers  and  directors  of such  party as well as  principal
stockholders  of such party.  The Acquisition  Agreement  provides that Holdings
will furnish  Omnicom with a list  identifying all persons who may be considered
to be Holdings  Affiliates,  and gives Omnicom the right to review such list and
require  changes.  Holdings is required to use its best efforts to cause each of
the Holdings  Affiliates to execute a written agreement to comply fully with the
restrictions described below.

     Federal  Securities  Laws.  Shares of  Omnicom  Common  Stock  received  by
Holdings   Affiliates  may  be  resold  by  such  Holdings  Affiliates  only  in
transactions  permitted by the resale  provisions of Rule 145 promulgated  under
the Securities Act or as otherwise permitted under the Securities Act.

     Pooling-of-Interests  Rules.  In  order  to  satisfy  a  condition  of  the
pooling-of-interests  rules  as the  accounting  treatment  to be  accorded  the
Acquisition,  Holdings  Affiliates  may  not  sell,  assign,  transfer,  convey,
encumber or dispose of, directly or indirectly,  or otherwise  reduce their risk
relative to, any shares of Omnicom Common Stock until the publication by Omnicom
of its financial  results  covering a period of at least thirty days of combined
operations  of Omnicom and the  Businesses  after the Closing  Date (except that
this  restriction  will  lapse no later  than  October  30,  1995 as long as the
Closing of the  Acquisition  has occurred on or prior to August 31, 1995).  This
prohibition precludes the use of "hedging" techniques during this period.

                             Stock Exchange Listing

     It is a  condition  to the  Acquisition  that the shares of Omnicom  Common
Stock required to be issued in connection with the Acquisition be authorized for
listing on the NYSE, subject to official notice of issuance.  An application has
been filed for listing such Omnicom Common Stock on the NYSE.

                             No Dissenters' Rights

     Holders  of  Holdings  Common  Stock  are not  entitled  to any  rights  of
dissenting shareholders under Delaware law in connection with the Transactions.


                                       25
<PAGE>

                           THE ACQUISITION AGREEMENT

      (The  following is a brief  summary of the  Acquisition  Agreement and the
related Escrow  Agreement.  Copies of the  Acquisition  Agreement and the Escrow
Agreement  are filed as Exhibits  to the  Registration  Statement  of which this
Prospectus/Information  Statement  forms a part and are  incorporated  herein by
reference.  This  summary is  qualified  in its  entirety  by  reference  to the
Acquisition Agreement and the Escrow Agreement.)

                                The Acquisition
General

     Omnicom,  TBWA,  Holdings  and  Advertising  entered  into the  Acquisition
Agreement  on May 11,  1995.  It  provides  for TBWA to  acquire  the  assets of
Holdings and  Advertising  other than (a) their  respective  corporate seals and
minute books,  (b) the issued and  outstanding  capital stock of Advertising and
Chiat/Day Direct Marketing, Inc. and any other subsidiary which is inactive, has
no  assets or is in the  process  of  liquidation,  (c) the  rights of  Holdings
arising under the Advertising Stock Sale Agreement,  other than the right to the
cash  acquisition  price  thereunder  to the extent  reflected  in the books and
records of Holdings,  and (d) the rights of  Advertising  in and to the National
Car Suit (the  value of which  will be  obtained  by TBWA  through  the right to
receive the cash acquisition  price receivable under the Advertising  Stock Sale
Agreement),  in exchange for the payment of the acquisition  price as more fully
described  below and the  assumption  by TBWA of  liabilities  of  Holdings  and
Advertising  relating to the Businesses  (certain  non-operating  liabilities of
Holdings and  Advertising are not to be assumed by TBWA pursuant to the terms of
the Acquisition Agreement).

Determination of Acquisition Price

     Subject to the potential  adjustment  described  below in "The  Acquisition
Agreement--The    Acquisition--Renegotiation    of   Acquisition   Price",   the
consideration payable by TBWA for the Businesses will be determined as follows:

          (a) TBWA will pay  Holdings  shares of Omnicom  Common Stock having an
     aggregate Market Value of (x) if the Closing is held on or prior to October
     31, 1995, (i) $11,180,563 plus (ii) an amount equal to $2,418 multiplied by
     the number of days in the period  commencing on the Closing Date and ending
     on October 31, 1995,  or (y) if the Closing Date is held after  October 31,
     1995 and on or prior to December 31, 1995,  (iii)  $11,930,880 plus (iv) an
     amount  equal to $2,418  multiplied  by the  number  of days in the  period
     commencing  on the Closing Date and ending on December  31,  1995.  Of this
     Omnicom  Common  Stock,  the  Contributed  Stock (being  shares having such
     Market Value as may be necessary to insure the  satisfaction of obligations
     of Holdings and  Advertising to the  Rightsholders)  will be contributed to
     Advertising for the benefit of the Rightsholders.

          (b) TBWA will pay Advertising shares of Omnicom Common Stock having an
     aggregate Market Value of $14,000,000.

     The "Market Value" of the shares of Omnicom Common Stock will be determined
by the average of the closing  prices per share of Omnicom Common Stock reported
on the New York Stock Exchange for the 20 consecutive  trading days ending three
business days immediately prior to the Closing Date.  Omnicom has agreed that it
will not, and will not permit TBWA or any of its other subsidiaries to, purchase
any  Omnicom  Common  Stock  (whether  pursuant  to  open-market   purchases  or
otherwise) during the period during which the Market Value is calculated.

     The shares of Omnicom Common Stock  received as  acquisition  price will be
allocated  on a pro rata basis to the  Holdings  Stockholders  after  allocating
sufficient shares to satisfy  Holdings' and Advertising's  obligations under the
EPU and EAR Plans.  Accordingly,  such  shares of Omnicom  Common  Stock will be
distributed to the Holdings  Stockholders and the  Rightsholders as described in
"The  Acquisition   Agreement--The   Acquisition  --Payment  of  Obligations  to
Rightsholders"  and  "The  Plan  of  Liquidation--Liquidating  Distributions  to
Holdings Stockholders" and "--Liquidating Distributions to Rightsholders".


                                       26
<PAGE>

Renegotiation of Acquisition Price

     In the event that on the scheduled  Closing Date the "Annualized  Revenues"
of Holdings and its subsidiaries exceeds $100,000,000,  and the EBIT of Holdings
for  its  1995  Fiscal  Year  exceeds  or  is  reasonably   expected  to  exceed
$17,200,000,  then Omnicom, TBWA, Holdings and Advertising have agreed that each
would  negotiate  in good  faith  whether  or not  there  should  be an  upwards
adjustment to the acquisition  price. If agreement is reached to so increase the
acquisition  price,  the  Acquisition  Agreement and related  documents would be
amended to the extent  necessary to reflect this  adjustment.  If the parties do
not  agree on such an  increase,  Holdings  would  have  the  option  to  either
terminate the Acquisition  Agreement or proceed with the Closing at the original
acquisition price.

     "Annualized Revenues" has been defined in the Acquisition Agreement to mean
the  commissions and fees of Holdings and its  subsidiaries  for the fiscal year
commencing  November 1, 1994 and ending  October 31,  1995  (forecasted,  to the
extent necessary) from those clients that were such on October 31, 1994 and from
new clients won since November 1, 1994,  annualized as if those clients had been
clients during the entire year. The  calculation  excludes  commissions and fees
earned from  clients  lost since  November 1, 1994 or expected to be lost in the
near future.

     Holdings does not currently  anticipate,  based on its existing clients and
their  specified  budgets,  that  Annualized  Revenues  or EBIT will  exceed the
renegotiation thresholds.

Closing Date

     The  Acquisition   Agreement  provides  that  the  Closing  Date  shall  be
determined  by Omnicom by notice  given to  Holdings  within five days after the
date of the  Special  Meeting.  The Closing  Date chosen by Omnicom  must not be
later  than  thirty  days  after its  giving of the  notice;  and each  party is
required to use its best efforts to close on or prior to August 31, 1995, except
that if the Closing  has not  occurred  by August 31,  1995,  then each party is
required  to use its  best  efforts  to close  as soon as is  practicable  after
October 31, 1995.  Notwithstanding these requirements,  the Closing Date will be
delayed  in the event of a dispute  as to  whether  Annualized  Revenues  exceed
$100,000,000  and/or EBIT  exceeds  $17,200,000,  or during the  pendency of any
renegotiation  of the acquisition  price,  pending final  determination  of such
matters.

Arrangements With Respect to Holdings Preferred Stock

     On or about  July 1, 1995 but no later than July 10,  1995 (the  "Preferred
Stock Purchase  Date"),  the Trustee of the Profit Sharing Plan, the sole record
owner of the Holdings  Preferred Stock, will sell to Holdings for a cash payment
of  $14,081,773.93  (representing the aggregate  liquidation  preference of such
Holdings  Preferred  Stock) all the shares of Holdings  Preferred Stock it owns,
pursuant  to the terms of the Profit  Sharing  Plan  Purchase  Agreement,  which
shares will then be retired by Holdings.

     Certain  financial  arrangements  have been made in order to  finance  this
purchase of Holdings  Preferred  Stock.  On the Preferred  Stock  Purchase Date,
Omnicom  shall  guarantee or cause one of its  affiliates to guarantee a loan to
Holdings in the principal  amount of  $14,081,773.93  from a bank  acceptable to
Omnicom  and on terms  acceptable  to Omnicom  (the  "Preferred  Stock  Purchase
Loan"),  the  proceeds  of which will be applied by  Holdings  to  purchase  the
Holdings Preferred Stock pursuant to the Profit Sharing Plan Purchase Agreement.
On the day prior to the Closing  Date,  TBWA shall lend Holdings an amount equal
to the  outstanding  balance of the  Preferred  Stock  Purchase  Loan (the "TBWA
Loan"), the proceeds of which will be applied by Holdings to repay the Preferred
Stock Purchase Loan.

     Holdings  is  in  the  process  of  obtaining  all  governmental  approvals
(including  approval by the  Internal  Revenue  Service) and of taking all other
action  necessary to terminate the Profit Sharing Plan effective on or about the
Closing Date under the Acquisition Agreement,  even though such approvals may be
obtained and such action taken on or after the Closing Date.  Amounts on deposit
in the  Profit  Sharing  Plan  will  then  be  distributed  to  participants  in
accordance with their respective interests in the Profit Sharing Plan.


                                       27
<PAGE>

Payment of Obligations to Rightsholders

     In 1993 and 1988, Holdings adopted the EAR Plan and EPU Plan, respectively,
and has issued awards under such Plans;  recipients of such awards are sometimes
referred to herein as  "Rightsholders".  If the  employment of a participant  is
terminated for any reason, then under the terms of the EAR Plan such participant
shall  have  the  right,  but  not the  obligation  within  ninety  days of such
termination to cause Holdings or Advertising to, and under the EPU Plan Holdings
or Advertising shall,  redeem vested units for cash in each case at the net book
value of the phantom shares which are the subject of the awards as at the end of
the most recent fiscal  quarter.  However,  in the event of a liquidation,  with
respect to their priority,  each EAR and EPU shall be deemed equivalent in value
to one share of Holdings Common Stock and shall be treated in the same manner as
Holdings Common Stock.

     Therefore,  as is the  case  with  Holdings  Stockholders,  obligations  of
Holdings  and  Advertising  to  the   Rightsholders   will  be  settled  by  the
distribution to the  Rightsholders  of shares of Omnicom Common Stock. To ensure
that  Advertising  will be able to  satisfy  such  obligations,  Holdings  shall
contribute to Advertising  the Contributed  Stock,  which is expected to have an
aggregate Market Value of approximately $_____________.

     This  Prospectus/Information  Statement is being furnished to Rightsholders
because the Rightsholders will receive shares of Omnicom Common Stock as payment
under  such  Plans,  subject to the same  terms and  conditions  as if they were
Holdings  Stockholders.  Accordingly,  on the  Distribution  Date (a)  shares of
Omnicom  Common  Stock  paid to  Advertising  under  the  Acquisition  Agreement
(including  the  Contributed  Stock)  will  be  subject  to the  indemnification
obligations of Holdings, such that (i) ten percent of such shares will be placed
in the General Escrow Fund under the Escrow Agreement and (ii) shares of Omnicom
Common Stock having an aggregate  Market Value equal to the  Rightsholders'  pro
rata share of  $1,700,000  will be placed in the  Special  Escrow Fund under the
Escrow  Agreement,  and (b) five  percent of the shares of Omnicom  Common Stock
paid to Advertising under the Acquisition  Agreement  (including the Contributed
Stock)  will  be  transferred  to the  Liquidating  Trust  Escrow  Fund  to fund
(together  on a pro rata basis with the Holdings  Stockholders)  the payment and
satisfaction  of any  obligations and liabilities of Holdings and Advertising as
shall  not have  been  assumed  by TBWA  under the  Acquisition  Agreement.  The
remainder of the shares of Omnicom  Common Stock paid to  Advertising  under the
Acquisition  Agreement  (including the Contributed Stock) will be distributed to
the Rightsholders. See "The Plan of Liquidation--The Liquidating Trust Escrow".

     It  is  a  condition  of  Closing  of  the   Acquisition   Agreement   that
Rightsholders  that hold in the aggregate at least 83% of the  outstanding  EARs
and EPUs on the Closing Date,  which group must include all  Rightsholders  that
are also Holdings  Stockholders,  shall have delivered to Holdings their written
Consent  Letters to the effect  that they will not raise any  objection  to this
treatment and  consenting  to the  appointment  of Holdings as their  collective
agent in connection with the administration of the Escrow Agreement.

     As of [May 4, 1995,]  directors  and  executive  officers of Holdings,  and
their affiliates,  held an aggregate of [97.3%] of the outstanding  awards under
the  EAR and  EPU  Plans  as of such  date.  Each of such  directors,  executive
officers  and  affiliates  have  executed  and  delivered to Holdings his or her
Consent  Letter in  respect of such  awards.  Accordingly,  the above  described
condition of Closing has been satisfied.

The Escrow Agreement

     Holdings  on  behalf  of  itself  and  the   Holdings   Stockholders,   and
Advertising, on behalf of itself and the Rightsholders shall establish, pursuant
to the Escrow Agreement,  the General Escrow Fund by the deposit with the Escrow
Agent of  certificates  in negotiable  form duly endorsed in blank  representing
shares of Omnicom  Common  Stock  equal to ten  percent of the shares of Omnicom
Common Stock issued and delivered as part of the acquisition  price. The General
Escrow Fund will be segregated into two funds: the  Stockholders  General Escrow
Fund and the  Rightsholders  General Escrow Fund, based on the respective number
of shares of Omnicom Common Stock  contributed by Holdings and Advertising,  and
each Fund will satisfy its pro rata share of any  indemnification  payment based
on the number of shares of Omnicom Common Stock then on deposit in such Fund.


                                       28
<PAGE>

     Holdings  and  Advertising  will also  establish,  pursuant  to the  Escrow
Agreement,  the Special  Escrow  Fund,  by the deposit  with the Escrow Agent of
shares of Omnicom  Common Stock having an aggregate  Market Value of $1,700,000,
of which approximately  $________ will be contributed by Holdings,  on behalf of
the Holdings  Stockholders,  and  approximately  $______ will be  contributed by
Advertising,  on behalf of the Rightsholders.  The Special Escrow Fund will also
be  segregated  into two funds:  the  Stockholders  Special  Escrow Fund and the
Rightsholders Special Escrow Fund, each of which will satisfy its pro rata share
of any  indemnification  payment based on the number of shares of Omnicom Common
Stock  on  deposit  in such  Fund.  (For a  description  of the  indemnification
obligations of Holdings and the Holdings  Stockholders and the  Rightsholders to
Omnicom,  see "The  Acquisition  Agreement--Other  Terms and  Conditions  of the
Acquisition Agreement--Indemnification".)

     Pursuant  to the Escrow  Agreement,  Holdings,  on behalf of itself and the
Holdings   Stockholders,   and   Advertising,   on  behalf  of  itself  and  the
Rightsholders, shall grant to Omnicom a security interest in the Escrow Funds to
secure the performance of the indemnification  obligations of Holdings under the
Acquisition  Agreement and the  performance of its  obligations to Omnicom under
the Escrow Agreement.

     Pursuant  to the Escrow  Agreement,  Omnicom  and  Holdings  have agreed to
indemnify  and hold the Escrow Agent and its  directors,  officers and employees
harmless  from and against any and all costs,  charges,  damages and  attorney's
fees which the Escrow Agent in good faith may incur or suffer in connection with
or arising out of the Escrow Agreement. The fees and charges of the Escrow Agent
with  respect  to the  Escrow  Agreement  shall be shared  between  Omnicom  and
Holdings in accordance  with the Escrow  Agent's  customary fees as charged from
time to time.  The Escrow Agent may deduct any unpaid fees from the Escrow Funds
prior to the  Escrow  Agent's  distributing  any assets in  connection  with the
termination of the Escrow Funds.

     The  Liquidating  Trustees shall replace  Holdings as a party to the Escrow
Agreement following the creation and funding of the Liquidating Trust.

     The Escrow  Agreement  shall  automatically  terminate  if and when all the
shares  of  Omnicom  Common  Stock  held in any  Escrow  Fund  shall  have  been
distributed  by the  Escrow  Agent in  accordance  with the terms of the  Escrow
Agreement.

     General  Escrow Fund.  The Escrow  Agreement  provides that wherever  there
shall be  delivered  to the  Escrow  Agent  either (i) a  certificate  signed by
Omnicom and Holdings,  or (ii) a certified copy of an arbitration award rendered
pursuant  to the  arbitration  proceedings  specified  in the  Escrow  Agreement
determining,  that an  indemnification  payment is due from the  General  Escrow
Funds to  Omnicom,  the Escrow  Agent  shall,  to the extent  that the shares of
Omnicom  Common  Stock  then on  deposit  in the  General  Escrow  Fund shall be
sufficient  for the purpose,  deliver to Omnicom the number of shares of Omnicom
Common Stock,  valued at the original Market Value, equal to the indemnification
payment.

     On the next business day following the earlier of (x) the first independent
audit report, if any, of TBWA and the Businesses  following the Closing Date, or
(y) one year from the  Closing  Date,  the  Escrow  Agent  shall  deliver to the
Liquidating Trust (on behalf of the Holdings  Stockholders) the remaining shares
of Omnicom Common Stock then on deposit in the Stockholders General Escrow Fund,
and to the Liquidating  Trust Escrow Fund (on behalf of the  Rightsholders)  the
remaining  shares of Omnicom  Common Stock then on deposit in the  Rightsholders
General  Escrow Fund; as reduced in each case by any amounts  necessary to cover
outstanding claims for indemnification.

     All dividends,  interest and other amounts  received with respect to shares
of Omnicom  Common Stock held in the General Escrow Fund shall be income for tax
purposes to Holdings (or the Holdings Stockholders  following the dissolution of
Holdings)  and the  Rightsholders,  shall be paid  directly  to the  Liquidating
Trustees  (on behalf of the  Holdings  Stockholders)  or the  Liquidating  Trust
Escrow Agent (on behalf of the Rightsholders), as the case may be, and shall not
constitute part of the General Escrow Fund.

      Special  Escrow Fund.  The Escrow  Agreement  provides that whenever there
shall be  delivered  to the  Escrow  Agent  either (i) a  certificate  signed by
Omnicom and Holdings, or (ii) a certified copy of a final nonappealable judgment
of an  arbitration  award  rendered  pursuant  to  the  arbitration  proceedings
specified in the Escrow  Agreement  determining,  that a payment is due from the
Special  Escrow  Fund to Holdings or Omnicom,  the Escrow  Agent  shall,  to the
extent  that the shares of Omnicom  Common  Stock then on deposit in the Special
Escrow  Fund  shall be  sufficient  for the  purpose,  deliver to such party the
number of shares of Omnicom Common Stock,  valued at the original  Market Value,
equal to the payment.


                                       29
<PAGE>

     Amounts will be due from the Special Escrow Fund when the collectibility of
the  Indemnified  Receivable  becomes  determined or, if earlier,  on the second
anniversary of the Closing Date under the Acquisition Agreement.  Therefore,  at
such  time,  if any,  as TBWA  recovers  the  payments  in respect of said asset
("Asset  Proceeds"),  it shall give notice to such effect to Holdings and to the
Escrow Agent,  together with an accounting of the costs and expenses incurred in
connection  with  recovering  any such  payments at any time after the Execution
Date of the Acquisition  Agreement  ("Asset  Costs").  TBWA shall be entitled to
receive payment from the Stockholders  Special Escrow Fund and the Rightsholders
Special Escrow Fund, pro rata in accordance with the number of shares of Omnicom
Common  Stock  then on  deposit  in each such  Fund,  in the amount of the Asset
Costs; the Liquidating Trustees (on behalf of the Holdings Stockholders) and the
Liquidating  Trust  Escrow  Agent  (on  behalf  of the  Rightsholders)  shall be
entitled to receive  payment from the  Stockholders  Special Escrow Fund and the
Rightsholders  Special  Escrow Fund,  pro rata in accordance  with the number of
shares  of  Omnicom  Common  Stock  then on  deposit  in each such  Fund,  in an
aggregate  amount equal to (i) the amount of the Asset  Proceeds,  less (ii) the
Asset Costs, less (iii) $250,000 if the final determination of the matter occurs
within one year from the Closing  Date,  or $300,000 if the matter is determined
thereafter;  TBWA  shall  then be  entitled  to  receive  the  balance,  if any,
remaining in the Special Escrow Fund.

     All dividends,  interest and other amounts  received with respect to shares
of Omnicom  Common Stock held in the Special Escrow Fund shall be income for tax
purposes to Holdings (or the Holdings Stockholders  following the dissolution of
Holdings)  and the  Rightsholders,  shall be paid  directly  to the  Liquidating
Trustees  (on behalf of the  Holdings  Stockholders)  or the  Liquidating  Trust
Escrow Agent (on behalf of the Rightsholders), as the case may be, and shall not
constitute part of the Special Escrow Fund.

The Deposit and Pledge Agreement

     Pursuant to the Deposit and Pledge Agreement, Holdings and Advertising will
deliver to the Deposit Agent all the shares of Omnicom  Common Stock received by
them on the Closing Date.

     On the Distribution  Date, the Deposit Agent will make the distributions of
such   shares  of   Omnicom   Common   Stock   described   under   "Summary--The
Acquisition--The  Acquisition" to the Liquidating  Trust, the Liquidating  Trust
Escrow Fund, the Holdings Stockholders and the Rightsholders.

     On  the  Distribution  Date,  the  Deposit  Agent  will  also  deposit  the
applicable  shares of Omnicom Common Stock into the Escrow Funds.  Prior to such
time, the  applicable  shares of Omnicom Common Stock will be held by the Escrow
Agent  as  security  for the  fulfillment  of the  obligation  of  Holdings  and
Advertising to deliver such shares into the Escrow Funds.

Employment Arrangements

     The Acquisition  Agreement provides that TBWA or one of the other companies
operating  within  the TBWA  International  network  will  offer  employment  to
substantially  all  employees of Holdings  and its  subsidiaries  following  the
Closing of the  Acquisition;  and that such personnel who accept such employment
will be  employed  on  substantially  equivalent  terms and  conditions  as such
personnel  were  employed by Holdings or a subsidiary  immediately  prior to the
Closing Date. The  Acquisition  Agreement also provides for specific  employment
arrangements with certain key executives;  see "The  Transactions--Interests  of
Certain Persons in the Transactions".

            Other Terms and Conditions of the Acquisition Agreement

Representations and Warranties

     The Acquisition  Agreement contains various customary  representations  and
warranties of Holdings and Advertising  relating to, among other things: (a) the
organization  and  similar  corporate  matters  of  Holdings  and  each  of  the
subsidiaries;   (b)  the  capital   structure   of  Holdings  and  each  of  its
subsidiaries;   (c)   authorization,   execution,   delivery,   performance  and
enforceability of the Acquisition  Agreement and related matters; (d) absence of
conflicts  under  charters  or  by-laws,  required  consents  or  approvals  and
violations of any  instruments  or laws;  (e) financial  statements  provided to
Omnicom by Holdings;  (f) absence of certain material adverse events, changes or
effects; (f) certain accounting matters; (g) certain contracts,  including,  but
not  limited  to,  certain  employment,  consulting  and  benefit  matters;  (h)


                                       30
<PAGE>

litigation; (i) certain tax matters; (j) undisclosed liabilities; (k) insurance;
(l)  compliance  with  law and  licenses,  authorizations  and  permits  held by
Holdings necessary to conduct its business; (m) client relations; (n) employment
relations;  (o) retirement and other employee plans and matters  relating to the
Employee Retirement Income Security Act of 1974, as amended; (p) the shareholder
votes  required;  (q) change in capital  structure;  and (r)  trademarks,  trade
names,  assumed  or  fictitious  names,  copyrights,  logos,  service  marks and
slogans.

     The Acquisition  Agreement also contains various customary  representations
and  warranties  of Omnicom  and TBWA  relating  to,  among  other  things;  (a)
organization   and  similar   corporate   matters  of  Omnicom  and  TBWA;   (b)
authorization,  execution and delivery of the Acquisition  Agreement and related
matters;  (c) absence of any  conflicts  under  charters  or  by-laws,  required
consents or approvals  and no  violations of any  instruments  or laws;  (d) the
shares of Omnicom  Common Stock to be issued in the  transaction;  (e) financial
statements  provided  to Holdings  by  Omnicom;  (f) absence of certain  adverse
events, changes or effects; and (g) litigation.

Certain Covenants

     Pursuant to the Acquisition Agreement, Holdings has agreed that, during the
period  from the date of the  Acquisition  Agreement  until  the  Closing  Date,
Holdings and each of its subsidiaries  will, among other things:  (a) obtain all
government  approvals and other action necessary to terminate the Profit Sharing
Plan of  Holdings;  (b) not solicit,  initiate or  encourage  any other offer or
inquiry concerning the acquisition of the Businesses;  (c) give timely notice of
a meeting to its shareholders to approve the  Acquisition,  the amendment of the
Holdings  Certificate and the Plan of Liquidation and recommend  approval of the
transactions  contemplated by the Acquisition  Agreement;  (d) inform  Omnicom's
management as to the operation,  management and business of the Businesses to be
acquired;  (e) permit Omnicom and TBWA to make such reasonable  investigation of
the assets,  properties and businesses of Holdings and  Advertising as they deem
necessary  or  advisable;  and (f) except (i) as  permitted  by the  Acquisition
Agreement and (ii) as otherwise consented to in writing by Omnicom (on behalf of
itself and TBWA),  operate its  businesses  in the  ordinary  course and, to the
extent consistent with past practice,  and use reasonable  commercial efforts to
preserve existing business organization,  existing business  relationships,  and
goodwill intact.

     Pursuant to the Acquisition Agreement, Holdings and Advertising and Omnicom
and TBWA have  covenanted with one another to take certain  additional  actions,
including  without  limitation;  (a)  Holdings  and Omnicom  each shall take all
corporate  and other  action,  make all  filings  with  courts  or  governmental
authorities  and use its  reasonable  efforts to obtain in writing all approvals
and consents required to be taken, made or obtained by it in order to effectuate
the Acquisition;  (b) to prepare this  Prospectus/Information  Statement and the
Registration  Statement of which it is a part, with each party  representing and
warranting to the other as to the accuracy of the information supplied by it for
inclusion  herein;  (c) to each use its  reasonable  efforts to  consummate  the
Acquisition  and  the  other   transactions   contemplated  by  the  Acquisition
Agreement;  (d) to obtain all necessary  sales tax  exemptions and take all such
other  action as may be  necessary  or  advisable  to cause the  transfer of the
Assets to TBWA pursuant to the  Acquisition  not to be subject to sales tax; and
(e) to take the actions more fully described in "Financial Actions" below.

Financial Actions

     Between the date of the Acquisition Agreement and the Closing Date, certain
financial  arrangements  are  required  to occur:  (i) TBWA shall lend  Holdings
$55,000,000 and lend Advertising  $1,000,000 on reasonable  commercial terms and
pursuant to financing documents reasonably acceptable to the parties thereto and
in  substantially  the form of the Amended and Restated Credit Agreement and the
documents ancillary thereto;  (ii) Holdings shall make a capital contribution of
not less than $55,000,000 to Advertising;  and (iii)  Advertising shall repay in
full all outstanding  principal,  together with accrued  interest,  of the 8.17%
Junior Subordinated Installment Notes, the 13.25% Junior Subordinated Notes, the
13.25%  Senior  Subordinated  Notes,  and the notes issued under the Amended and
Restated Credit Agreement. Upon the payment in full of amounts outstanding under
the Amended and Restated  Credit  Agreement in accordance  with clause (iii) and
prior to the  Closing,  Omnicom  agrees to release or cause to be released  (by,
among  other  things,  filing  UCC  termination  statements  in all  appropriate
jurisdictions)  all liens and other  security  interests  granted  to secure the
obligations of Holdings and Advertising thereunder.


                                       31
<PAGE>

Indemnification

     The Acquisition  Agreement  provides that Holdings shall indemnify and hold
harmless, and shall reimburse TBWA and its affiliates,  directors, officers, and
employees for all losses,  claims,  damages and  liabilities  (to the extent not
covered by insurance),  and all fees, costs and expenses  (including  reasonable
attorneys'  fees)  related  thereto  (together  referred  to herein as "Loss" or
"Losses"),  arising out of, based upon, or resulting  from (i) the inaccuracy or
breach of any  representation or warranty (other than that referred to in clause
(iv)  below)  of  Holdings  or  Advertising  or  any  covenant  of  Holdings  or
Advertising contained in or made pursuant to the Acquisition Agreement, (ii) the
breach of or failure by  Holdings or  Advertising  to perform or  discharge  its
obligations   under  the  Acquisition   Agreement  or  under  the   transactions
contemplated thereby, (iii) a claim or cause of action by a third party relating
to any  liability of Holdings or  Advertising  not assumed by TBWA,  or (iv) any
inaccuracy in or breach of a specified  representation  and warranty relating to
the Indemnified  Receivable.  Pursuant to the Acquisition  Agreement,  no Losses
arising  out of a  matter  referred  to in (i),  (ii) or  (iii)  above  shall be
reimbursed  to TBWA  until  such  time as all  Losses  arising  out of a  matter
referred to in (i) through  (iii) above  shall  exceed  $300,000,  in which case
Holdings  shall be liable for all Losses in excess of $300,000  (Losses  arising
out of the matter referred to in clause (iv) above shall be reimbursable without
regard to the $300,000 "cushion").  Losses arising out of matters referred to in
clauses (i)  through  (iii)  above  shall be  satisfied  only out of the General
Escrow  Fund and Losses  arising  out of the matter  referred  to in clause (iv)
above shall be  satisfied  only out of the Special  Escrow Fund.  The  aggregate
indemnity  obligation of Holdings as so determined  shall be satisfied  from the
Escrow Funds as provided in the Escrow  Agreement,  and neither Omnicom nor TBWA
nor any of their  affiliates  will have any recourse for the payment of any such
indemnity   obligations   against  Holdings  or  Advertising  (or  the  Holdings
Stockholders  or  Rightsholders),  nor will any of such  persons  be  personally
liable for any such indemnity obligations.  See "The Acquisition  Agreement--The
Acquisition--Escrows".  Indemnity  obligations  shall  be paid by  returning  to
Omnicom out of the  relevant  Escrow Fund the number of whole  shares of Omnicom
Common Stock,  valued at the original Market Value, equal to the Losses (subject
to the $300,000 "cushion," where applicable).

     The  obligation  of  Holdings to  indemnify  shall  terminate  and be of no
further  force  and  effect  on the  earlier  to  occur of (x) the date of first
independent audit report, if any, of the consolidated  financial results of TBWA
and the Businesses following the Closing Date, and (y) one year from the Closing
Date (the "Indemnity Period").  Upon the expiration of the Indemnity Period, all
such  representations,   warranties,  covenants  and  agreements  shall  expire,
terminate,  and be of no further force or effect, except that claims asserted in
writing against Holdings on or prior to such expiration shall survive until they
are decided and are final and binding upon TBWA and Holdings.  However,  in that
the collectibility of the Indemnified Receivable cannot reasonably be assured at
the present  time,  these  limitations  will not apply to the matter as to which
TBWA  is  entitled  to  be  indemnified   under  that  clause.   Instead,   this
indemnification  obligation  will  terminate  on the  earlier  of (i) the second
anniversary  of the  Closing  Date,  the date by which the  parties  expect such
collectibility  to have been finally  determined and (ii) the date on which such
collectibility shall in fact have been finally determined,  provided that claims
asserted in writing prior to such expiration  shall survive until they are final
and binding.

     See    "The    Acquisition    Agreement--The     Acquisition--The    Escrow
Agreement--General Escrow Fund" and "--Special Escrow Fund."

     Pursuant  to the  Acquisition  Agreement,  Omnicom and  Holdings  have also
agreed to  indemnify  the other,  including  its  directors,  officers,  agents,
"controlling persons" as defined by the Securities Act, and attorneys (and, with
respect to Holdings,  the Holdings  Stockholders and Rightsholders)  against any
liability, damage, cost, loss, or expense arising out of any untrue statement of
a material fact furnished by it for inclusion in the Registration  Statement, or
caused by any omission to furnish a material fact concerning it that is required
to be stated therein or that is necessary to make the statements furnished by it
not   misleading.   This   indemnification   obligation  is  separate  from  the
indemnification  obligation  of Holdings  to TBWA  discussed  above,  and is not
limited to amounts on deposit in the Escrow  Funds  under the Escrow  Agreement,
nor to the limited periods of survival.

Conditions

     In addition to approval of the Acquisition Agreement, the Advertising Stock
Sale  Agreement,  the  amendment  of the  Holdings  Certificate  and the Plan of
Liquidation by Holdings Stockholders at the Special Meeting, and to the required


                                       32
<PAGE>

regulatory approvals,  the respective obligations of Omnicom, TBWA, Holdings and
Advertising to consummate the  Acquisition  are subject to the  satisfaction  of
certain  conditions,  including  without  limitation:  (i) the  accuracy  in all
material respects of the  representations  and warranties made by the parties in
the  Acquisition  Agreement;  (ii)  the  performance  by the  parties  of  their
respective  obligations  under the  Acquisition  Agreement  prior to the Closing
Date;  (iii) the absence of any material adverse changes in the condition of the
businesses of Holdings or Advertising  on the one hand or Omnicom,  on the other
hand; (iv) the effectiveness of the Registration  Statement under the Securities
Act with respect to the shares of Omnicom Common Stock to be issued  pursuant to
the Acquisition Agreement and the approval of the listing of such Omnicom Common
Stock on the New York Stock  Exchange;  (v) the  execution  and  delivery of the
Escrow  Agreement;  (vi) the absence of any action or  proceeding  enjoining the
transactions contemplated by the Acquisition Agreement; (vii) the absence of any
action or proceeding by any  governmental  agency that might result in enjoining
the  consummation  of said  transactions;  and  (viii) the  consummation  of the
transactions contemplated by the Profit Sharing Plan Purchase Agreement.

     The  obligations  of  Omnicom  to effect  the  Acquisition  are  subject to
satisfaction of certain additional conditions including, without limitation: (i)
the SEC not having  objected to  Omnicom's  treatment  of the  Acquisition  as a
pooling-of-interests  for accounting purposes; (ii) Advertising continuing to be
the  advertising  agency of record for certain  key clients or, with  respect to
some of these clients,  Advertising's  having replaced a loss of any such client
with an account of similar  size  (measured by  revenues);  (iii) the receipt by
Holdings of Consent Letters from Rightsholders holding in the aggregate at least
83% of the  outstanding  EARs  and  EPUs  on the  Closing  Date,  including  all
Rightsholders  who  are  also  Holdings  Stockholders;  (iv)  the  execution  of
employment  agreements  with  TBWA or one of its  affiliates  by each of  Robert
Kuperman, Thomas Patty, Adelaide Horton, Ira Matathia, Steven Hancock and Robert
Wolf and the  execution  and delivery of  non-competition  agreements by each of
such individuals; and (v) there not having been a material and adverse change in
the  Businesses  (which  shall  include  TBWA  not  having  received  reasonable
assurances  and financial  data that (a) if the Closing is on or prior to August
31, 1995,  EBIT for the nine months  ended July 31, 1995 is at least  $7,500,000
and EBIT for the 1995 Fiscal Year is reasonably  expected to exceed $13,500,000;
and (b) if the Closing is on or after November 1, 1995, EBIT for the 1995 Fiscal
Year is at least $13,500,000).

     The  obligations of Holdings and  Advertising to effect the Acquisition are
subject to the satisfaction of certain additional conditions including,  without
limitation: (i) that Annualized Revenues of Holdings and its subsidiaries during
the 1995  Fiscal  Year shall not be in excess of  $100,000,000  and EBIT for the
1995  Fiscal  Year shall not  exceed (or shall not  reasonably  be  expected  to
exceed) $17,200,000;  (ii) TBWA or one of its affiliates having entered into the
employment  agreements  described  above;  and (iii)  TBWA  having  assumed  the
existing employment  agreement between Holdings and Leland Clow and the existing
employment and  consulting  agreement  between  Holdings and Jay Chiat (and TBWA
having  validly  assigned  such  contract  to  Omnicom).  SEE  "The  Acquisition
Agreement--The   Acquisition--Renegotiation   of  Acquisition  Price"  and  "The
Transactions--Interests of Certain Persons in the Transactions".

     Pursuant  to the terms of the  Acquisition  Agreement,  each of Omnicom and
Holdings is  entitled  to waive any of its  conditions  to  consummation  of the
Acquisition  to the extent that any such  condition is not  satisfied in full by
the other party, other than conditions  relating to the absence of any objection
by the SEC to Omnicom's  treatment of the Acquisition as a  pooling-of-interests
for  accounting  purposes and the approval of the  Transactions  by the Holdings
Stockholders.

Additional Agreements

     Pursuant  to  the  Acquisition  Agreement,   Omnicom,  TBWA,  Holdings  and
Advertising  have made  certain  additional  agreements  with respect to periods
following the Closing Date, including without limitation the following: (a) each
of  Holdings  and  Advertising  shall  change its  corporate  name to a name not
including the  "Chiat/Day"  designation or any variation  thereof and will cause
each  inactive  subsidiary  which  is not  being  acquired  by  TBWA  under  the
Acquisition  Agreement to similarly  change its corporate  name;  (b) TBWA shall
change  its  corporate   name,  and  shall  cause  those  members  of  the  TBWA
international  group  operating  under the TBWA name in North  America to change
their corporate names, in each case to include the designation "TBWA Chiat/Day";
(c) Holdings shall provide  Omnicom with copies of all  appropriate  tax returns
and  certificates,  all of which shall be made consistent with the allocation of
acquisition  price  agreed  to  between  the  parties;   and  (d)  Holdings  and
Advertising will, if requested by Omnicom, make certain tax elections under U.S.
and Canadian laws.


                                       33
<PAGE>

Termination

     The   Acquisition   Agreement  may  be  terminated  and  the   contemplated
Acquisition may be abandoned at any time prior to the Closing, whether before or
after approval by the Holdings Stockholders, (a) by mutual consent of the Boards
of Directors of Omnicom,  TBWA, Holdings and Advertising;  (b) by either Omnicom
and TBWA,  on the one hand, or Holdings and  Advertising,  on the other hand, if
there has been a breach of any representation,  warranty or covenant on the part
of the other party set forth in the  Acquisition  Agreement which breach has not
been cured within 30 days following  receipt by the breaching party of notice of
such breach, unless the breach of any such representation, warranty, or covenant
does not  materially  adversely  affect the business or assets of the  breaching
party or the ability of either party or parties to consummate  the  Acquisition;
(c) by the Board of Directors of Omnicom,  TBWA,  Holdings or  Advertising  if a
final  and  nonappealable  order,  decree  or  judgment  of any  court  or other
governmental  authority is issued which would enjoin the Acquisition;  or (d) by
either  Omnicom and TBWA or Holdings and  Advertising  if the Closing Date shall
not have occurred  prior to the close of business on December 31, 1995 or at any
time after October 31, 1995 if the  conditions  to such  parties'  obligation to
close shall have become incapable of being satisfied by December 31, 1995.

     In the event of any  termination  of the  Acquisition  Agreement  by either
Omnicom  and  TBWA  or by  Holdings  and  Advertising  as  provided  above,  the
Acquisition  Agreement  shall  become  void and there  will be no  liability  or
obligation  on the part of any party or its  respective  officers  or  directors
except that such  termination  does not preclude any action or claim for damages
to which any party is  otherwise  entitled  as a result of a breach by the other
party.

Amendment

     The  Acquisition  Agreement and the exhibits and  schedules  thereto may be
amended,  supplemented  or  qualified  by the parties  only by an  agreement  in
writing signed by all parties with due authorization.

                      THE ADVERTISING STOCK SALE AGREEMENT

      (A copy of the Advertising  Stock Sale Agreement is filed as an Exhibit to
the Registration Statement of which this Prospectus/Information  Statement forms
a part and is incorporated herein by reference.  This summary of the Advertising
Stock  Sale  Agreement  is  qualified  in its  entirety  by  reference  to  such
agreement.)

     Pursuant to the Advertising  Stock Sale  Agreement,  as soon as practicable
after the  Distribution  Date,  Adelaide  Horton  [ADD  ASSIGNEES,  IF ANY] will
purchase  from  Holdings  all of the  issued  and  outstanding  common  stock of
Advertising. At such time, the only asset which Advertising will own will be its
rights,  through its ownership of all of the capital  stock of Chiat/Day  Direct
Marketing,  Inc., under the National Car Suit. Pursuant to the Advertising Stock
Sale Agreement,  Holdings has agreed to indemnify Ms. Horton and Advertising for
any losses incurred in respect of liabilities of Advertising not assumed by TBWA
under the  Acquisition  Agreement.  To the extent that  Holdings  were unable to
fully indemnify Ms. Horton and  Advertising,  any recovery from the National Car
Suit received by Advertising would be at risk.

                 PROPOSED AMENDMENT OF THE HOLDINGS CERTIFICATE

     The  Holdings  Certificate  sets forth the  corporate  name of  Holdings as
"Chiat/Day   Holdings,   Inc."  Following  the  Closing  under  the  Acquisition
Agreement, TBWA will own all rights in and to the "Chiat/Day" name, and Holdings
has agreed that immediately following the Closing thereunder it would change its
corporate  name to a name  not  including  the  "Chiat/Day"  designation  or any
variation thereof.  Under the proposed amendment  Holdings' name will be changed
to "CDH Corporation".  Pursuant to the Acquisition  Agreement,  Advertising will
also  change  its  corporate  name  to a  name  not  including  the  "Chiat/Day"
designation or any variation thereof,  and each of Holdings and Advertising will
cause its inactive  subsidiaries  which are not being acquired by TBWA under the
Acquisition  Agreement,  to  effect a  similar  change  to its  corporate  name.
Advertising  intends to change its name to "CDAD  Corporation" . Approval by the
Holdings  Stockholders  of  this  amendment  to the  Holdings  Certificate  is a
condition of Omnicom's and TBWA's obligation to consummate the Acquisition under
the Acquisition Agreement.


                                       34
<PAGE>


                            THE PLAN OF LIQUIDATION

     (Copies of the Plan of Liquidation, the Liquidating Trust Agreement and the
Liquidating  Trust Escrow  Agreement  are filed as Exhibits to the  Registration
Statement of which this  Prospectus/Information  Statement  forms a part and are
incorporated herein by reference.  This summary of the Plan of Liquidation,  the
Liquidating  Trust  Agreement  and the  Liquidating  Trust  Escrow  Agreement is
qualified in its entirety by reference to such agreements.)

                                    General

     The Plan of Liquidation  provides that,  upon  consummation  of the Closing
under the  Acquisition  Agreement,  Holdings  will be dissolved  pursuant to the
provisions of the DGCL.  Following the  procedures  prescribed in the DGCL,  the
Board of  Directors  of Holdings  will file with the  Secretary  of State of the
State  of  Delaware  a  Certificate  of  Dissolution,  thereby  terminating  the
corporate existence of Holdings.  Thomas Patty and David Wiener, the Liquidating
Trustees of the Liquidating Trust established  pursuant to the Liquidating Trust
Agreement will,  however,  function with authority to wind up Holdings' affairs,
pay,  satisfy and discharge  certain  liabilities and obligations not assumed by
TBWA  under  the   Acquisition   Agreement,   and  distribute  to  the  Holdings
Stockholders all of the remaining assets of Holdings.

     The distribution of the shares of Omnicom Common Stock will not occur until
the  Distribution  Date.  Assuming the Closing  occurs on August 31,  1995,  the
earliest that the Distribution  Date would occur is October 26, 1995. During the
period from the Closing Date until the Distribution Date, Holdings  Stockholders
and Rightsholders  will bear the risk of fluctuations in the market price of the
Omnicom Common Stock.

     The Liquidating Trust, after the Acquisition and the distributions to occur
on the  Distribution  Date,  shall  hold all the  remaining  assets of  Holdings
(except to the extent Holdings  distributes any such assets directly to Holdings
Stockholders),  including  the right to receive any assets  remaining  after the
termination  of the Escrow  Agreement.  If any assets remain in the  Liquidating
Trust after all claims, charges,  liabilities and obligations of the Liquidating
Trust  have  been  paid  or  discharged,   the  Liquidating  Trustees  will,  as
expeditiously as is practicable, distribute such assets to the former holders of
Holdings Common Stock on a pro rata basis according to their interests.

     All of the  directors  and  officers  of  Holdings  who are  also  Holdings
Stockholders have indicated that they intend to vote for the Plan of Liquidation
in their capacity as Holdings  Stockholders.  In order to effectuate the Plan of
Liquidation,  Holdings will give notice to all known  creditors,  if any,  after
giving  effect  to  the  assumption  of  liabilities  by  TBWA  pursuant  to the
Acquisition  Agreement,  and will pay or make  adequate  provision for any Trust
Liabilities.   It  is  intended  that  the   consummation  of  the  transactions
contemplated by the Acquisition  Agreement,  followed by the distribution to the
Holdings Stockholders in complete liquidation of Holdings, will not give rise to
dissenter's rights in favor of Holdings Stockholders under Delaware law.

               Liquidating Distribution to Holdings Stockholders

     Pursuant to the Plan of Liquidation,  on the  Distribution  Date,  Holdings
Stockholders  will receive a distribution  of the shares of Omnicom Common Stock
paid by TBWA to Holdings as acquisition  price under the  Acquisition  Agreement
(exclusive of the Contributed Stock), as reduced by (i) the five percent of such
shares  which will be deposited  by Holdings on the  Distribution  Date into the
Liquidating Trust on behalf of the Holdings  Stockholders and (ii) the shares of
Omnicom  Common  Stock used to fund on the  Distribution  Date the  Stockholders
General  Escrow Fund and the  Stockholders  Special Escrow Fund under the Escrow
Agreement.

      Based on an estimated  total  acquisition  price of $25,366,749  (see "The
Acquisition  Agreement--The  Acquisition--Determination  of Acquisition Price"),
each  holder of  Holdings  Common  Stock  will be  entitled  to  receive in such
distribution, per share of Holdings Common Stock, shares of Omnicom Common Stock
with a value  (determined  in  accordance  with  the  terms  of the  Acquisition
Agreement)  equal to $_____.  If none of the Omnicom  Common  Stock  received by
Holdings  were  used  to  fund  the   Stockholders   General  Escrow  Fund,  the
Stockholders  Special  Escrow  Fund and the  Liquidating  Trust on behalf of the
Stockholders,  the value of the per share  distribution  for shares of  Holdings
Common  Stock would be $_____.  Since the amounts  held in such escrows and such
trust are subject to claims in respect of contingent  liabilities,  there can be
no  assurances  that amounts held  therein  will in fact be  distributed  to the
Holdings Stockholders.


                                       35
<PAGE>

                   Liquidating Distribution to Rightsholders

     On  the  Distribution   Date,  the   Rightsholders   will  also  receive  a
distribution  of Omnicom  Common Stock from  Advertising.  See "The  Acquisition
Agreement--The Acquisition--Payment of Obligations to Rightsholders". The shares
of Omnicom Common Stock  available for such  distribution  will be the shares of
Omnicom Common Stock paid by TBWA to Advertising as acquisition  price under the
Acquisition  Agreement  (inclusive of the Contributed  Stock), as reduced by (i)
the five percent of such shares which will be  deposited by  Advertising  on the
Distribution  Date  into the  Liquidating  Trust  Escrow  Fund on  behalf of the
Rightsholders  and (ii) the shares of Omnicom  Common  Stock used to fund on the
Distribution  Date the  Rightsholders  General Escrow Fund and the Rightsholders
Special Escrow Fund under the Escrow Agreement.

     Based on an estimated  total  acquisition  price of  $25,366,749  (see "The
Acquisition  Agreement--The  Acquisition--Determination  of Acquisition Price"),
each  Rightsholder  (whether an EPU holder or an EAR holder) will be entitled to
receive in such  distribution,  per EPU or EAR,  shares of Omnicom  Common Stock
with a value  (determined  in  accordance  with  the  terms  of the  Acquisition
Agreement)  equal to $_____.  If none of the Omnicom  Common  Stock  received by
Advertising  were  used to fund  the  Rightsholders  General  Escrow  Fund,  the
Rightsholders  Special  Escrow  Fund and the  Liquidating  Trust  Escrow Fund on
behalf of the Rightsholders, the value of the per unit distribution for each EPU
or EAR would be $_____.  Since the amounts  held in such  escrows are subject to
claims in respect of contingent  liabilities,  there can be no  assurances  that
amounts held therein will in fact be distributed to the Rightsholders.

                               Fractional Shares

     If any  of the  foregoing  distributions  does  not  result  in a  Holdings
Stockholder  or  Rightsholder  being  entitled  to a whole  number  of shares of
Omnicom Common Stock,  the Holdings  Stockholder or Rightsholder  will receive a
cash payment in lieu of any entitlement to a fractional  share of Omnicom Common
Stock from the proceeds of a sale on the NYSE by Holdings or Advertising (as the
case may be) of a sufficient  number of shares of Omnicom Common Stock to settle
the  aggregate  amount of  fractional  share  distribution  entitlements  of all
similarly  situated  Holdings  Stockholders and  Rightsholders.  As a result, no
fractional  shares of Omnicom Common Stock will be distributed under the Plan of
Liquidation.

                       Operation of the Liquidating Trust

     Following the dissolution of Holdings and the completion of the liquidating
distributions  described above, each share of Holdings Common Stock,  regardless
of class,  shall have an equal  interest in the  Liquidating  Trust.  After such
time, the Liquidating Trustees will, on behalf of the Holdings Stockholders, (i)
receive any additional liquidating  distributions from Holdings, (ii) act as the
agent of the Holdings  Stockholders in connection with the administration of the
Escrow Agreement and the Liquidating  Trust Escrow  Agreement,  (iii) respond to
the assertion of any and all claims of  indemnification  by TBWA pursuant to the
terms of the  Acquisition  Agreement and the Escrow  Agreement,  (iv) pursue any
claims which  Holdings may have against the Special Escrow Fund and (v) complete
the winding up of the affairs of Holdings and the payment of certain liabilities
not  assumed by TBWA under the  Acquisition  Agreement  out of the assets of the
Liquidating Trust.

     As  described   above  under   "--Liquidating   Distribution   to  Holdings
Stockholders",  five percent of the shares of Omnicom  Common Stock  received by
Holdings  as part of the  acquisition  price  under  the  Acquisition  Agreement
(exclusive of the Contributed Stock) will be deposited in the Liquidating Trust,
on behalf of the Holdings  Stockholders,  for the  satisfaction of the following
liabilities (collectively,  "Trust Liabilities") of Holdings (in each case other
than the liabilities assumed by TBWA pursuant to the Acquisition Agreement): (i)
all claims and obligations,  including all contingent,  conditional or unmatured
contractual  claims,  known to Holdings or the  Liquidating  Trustees,  (ii) any
claim  which is the  subject of a pending  action,  suit or  proceeding  against
Holdings  and  (iii)  claims  which,  based on facts  known to  Holdings  or the
Liquidating  Trustees,  are likely to arise or become  known to  Holdings or the
Liquidating  Trustees within ten years.  The obligation of Holdings to indemnify
TBWA and  Advertising  for  losses  arising  out of  retained  liabilities  will
constitute a Trust  Liability.  See "The Advertising  Stock Sale Agreement".  In
addition,  Trust  Liabilities  will  include the costs and  expenses  payable by
Holdings in respect of (i) the Escrow  Agent's fees under the Escrow  Agreement,
(ii)  maintaining  insurance to cover  indemnification  obligations  of Holdings
under the  Holdings  Certificate  and the  Liquidating  Trust  Agreement  to its
directors,  officers and agents  (including the Liquidating  Trustees) and (iii)
certain legal and other  professional  fees in connection with the  liquidation,


                                       36
<PAGE>

the  establishment  of the  trust,  final tax  returns  and  other  post-Closing
transactions and matters. As described more fully below under "--The Liquidating
Trust Escrow", the Liquidating Trustees shall be reimbursed from the Liquidating
Trust Escrow Fund for the  Rightsholders'  share of any such Trust  Liabilities.
The  Liquidating  Trust will also  receive  from time to time,  on behalf of the
Holdings   Stockholders,   distributions   of  Omnicom  Common  Stock  from  the
Stockholders  General  Escrow  Fund and the  Stockholders  Special  Escrow  Fund
maintained pursuant to the Escrow Agreement. See "The Acquisition Agreement--The
Acquisition--The Escrow Agreement". Pursuant to the Liquidating Trust Agreement,
the  Liquidating  Trustees will promptly sell any shares of Omnicom Common Stock
received by them and retain the net cash  proceeds as the  property  (the "Trust
Property") of the Liquidating Trust.

     Pursuant to the Liquidating Trust Agreement, the Liquidating Trustees shall
invest and reinvest the Trust  Property and shall  maintain any income earned on
such Trust Property  ("Trust  Income")  separately from the Trust Property.  The
Trust  Income will  include  any cash and other  taxable  dividends  paid to the
Liquidating  Trustees,  on behalf of the  Holdings  Stockholders,  in respect of
Omnicom Common Stock on deposit in the Stockholders  General Escrow Fund and the
Stockholders   Special   Escrow  Fund.  See  "The   Acquisition   Agreement--The
Acquisition--The Escrow Agreement".  All Trust Income will be distributed by the
Liquidating  Trustees at the end of each fiscal  quarter to the former  Holdings
Stockholders, pro rata in accordance with their interests.

     The  Liquidating  Trustees  shall  distribute  Trust Property at least once
annually to the former Holdings Stockholders,  pro rata in accordance with their
interests,  provided that no  distribution  shall be made without  satisfying or
adequately providing for (i) a reserve for all remaining Trust Liabilities, (ii)
a reserve for Trustee expenses and (iii) a reserve for payments owing to missing
beneficiaries.

     The  termination  of the  Liquidating  Trust will occur on the later of (i)
three years and six months from the date the Liquidating Trust is established or
upon payment to the former  Holdings  Stockholders  of all of the Trust Property
and Trust Income,  whichever is earlier, and (ii) the date of termination of the
Escrow  Agreement,  provided  that the  Liquidating  Trust shall  continue for a
reasonable  period for the limited  purpose of discharging  any remaining  Trust
Liabilities.

                          The Liquidating Trust Escrow

     As    described    above    under    "The    Acquisition     Agreement--The
Acquisition--Payment of Obligations to Rightsholders" five percent of the shares
of Omnicom Common Stock received by Advertising as part of the acquisition price
under the  Acquisition  Agreement  (including  five  percent of the  Contributed
Stock) will be deposited in the separate  Liquidating  Trust Escrow Fund created
by the  escrow  agreement  (the  "Liquidating  Trust  Escrow  Agreement")  among
Holdings  (or,  after the creation  and funding of the  Liquidating  Trust,  the
Liquidating Trust),  Advertising and  ___________________,  as escrow agent (the
"Liquidating  Trust  Escrow  Agent"),  on behalf of the  Rightsholders,  for the
satisfaction of the Rightsholders'  share of Trust Liabilities.  The Liquidating
Trust  Escrow  Agent  may also  receive  from  time to time,  on  behalf  of the
Rightsholders,  distributions  of Omnicom  Common  Stock from the  Rightsholders
General  Escrow  Fund  and the  Rightsholders  Special  Escrow  Fund  maintained
pursuant  to  the  Escrow   Agreement.   See  "The  Acquisition   Agreement--The
Acquisition--The  Escrow  Agreement".  Pursuant to the Liquidating  Trust Escrow
Agreement,  the Liquidating  Trust Escrow Agent will promptly sell any shares of
Omnicom  Common  Stock  received  by it and retain the net cash  proceeds in the
Liquidating Trust Escrow Fund.

     Pursuant to the Liquidating Trust Escrow  Agreement,  the Liquidating Trust
Escrow Agent shall  invest and reinvest the funds on deposit in the  Liquidating
Trust Escrow Fund (any income earned in respect of such funds,  the "Liquidating
Trust Escrow Income"). The Liquidating Trust Escrow Income will include any cash
and other taxable  dividends  paid to the  Liquidating  Trust Escrow  Agent,  on
behalf of the  Rightsholders,  in respect of Omnicom  Common Stock on deposit in
the Rightsholders General Escrow Fund and the Rightsholders Special Escrow Fund.
All Liquidating Trust Escrow Income will be distributed by the Liquidating Trust
Escrow Agent at the end of each fiscal quarter to the former Rightsholders,  pro
rata in accordance with their interests.

      The Liquidating  Trust Escrow Agent will reimburse the  Liquidating  Trust
from  the  Liquidating  Trust  Escrow  Fund,  upon  proper  request  made by the
Liquidating  Trustees,  for the Rightsholders'  proportionate  share of payments


                                       37
<PAGE>

made  by  the  Liquidating   Trust  in  respect  of  Trust   Liabilities.   Such
proportionate  share shall be equal to (x) the total  amount of the payment made
by the Liquidating Trustee multiplied by (y) a fraction,  the numerator of which
equals the total amount of funds then on deposit in the Liquidating Trust Escrow
Fund and the  denominator  of which equals (1) the numerator plus (2) the amount
of Trust Property then on deposit in the Liquidating Trust.

      Upon each distribution by the Liquidating Trustee of Trust Property to the
Stockholders pursuant to the Liquidating Trust Agreement,  the Liquidating Trust
Escrow Agent shall distribute to the Rightsholders,  pro rata in accordance with
their interests,  the same percentage of the Liquidating Trust Escrow Fund as is
being distributed to the Holdings Stockholders from the Liquidating Trust.

      The  Liquidating  Trust  Escrow  Agent  will  act  as  the  agent  of  the
Rightsholders for purposes of the administration of the Liquidating Trust Escrow
Agreement.  The  Liquidating  Trust Escrow Agent will also serve as a trustee of
the Liquidating Trust.

                        FEDERAL INCOME TAX CONSEQUENCES
                             OF THE SALES OF ASSETS
                        AND DISSOLUTION AND LIQUIDATION

      The  following   discussion   summarizes   certain   federal   income  tax
consequences associated with the transactions under the Internal Revenue Code of
1986,  as amended  (the  "code").  Because  the  following  discussion  does not
describe all potentially relevant tax considerations,  each Holdings Stockholder
and  Rightsholder  (each, a "Holder")  should consult his or her own tax advisor
regarding the tax  consequences  of the  transactions in light of his or her own
tax situation.  In particular,  the following  discussion may not be complete or
applicable in its entirety with respect to Holders who are not individuals,  who
are dealers in securities,  or who acquired their Holdings  Common Stock througH
employee stock option programs.

                                 Corporate Tax

     Holdings  believes that although the asset sales by it and  Advertising and
the  Advertising  Stock Sale are taxable  transactions,  they will not result in
significant  federal  income tax  liability  being  incurred by  Holdings.  This
conclusion  is based on a number of  positions  taken or to be taken by Holdings
which  might be subject  to IRS  challenge.  To the extent  that the IRS were to
successfully  challenge  any  of  Holdings'  positions,   amounts  held  in  the
Liquidating Trust and the Liquidating Trust Escrow Fund would be used to pay the
ensuing tax  liability.  Accordingly,  no assurance can be given that any of the
portions held in the  Liquidating  Trust will be ultimately  distributed  to the
Holdings  Stockholders or that funds held in the  Liquidating  Trust Escrow Fund
will be ultimately  distributed to the  Rightsholders.  To the extent that funds
available from these sources were  inadequate to satisfy amounts due to the IRS,
the IRS could seek  payment  from  Holdings  Stockholders  to the extent of such
unsatisfied   liability  up  to  the  amounts   distributed   to  such  Holdings
Stockholders.

                                   Holder Tax

      The  following  summary  applies  only to Holders  who are  United  States
persons for federal  income tax  purposes and except as  specifically  described
below, does not apply to Holders who are not U.S. persons.

Holders of Class A Common Stock and Mojo B Common Stock

     For federal income tax purposes,  holders of Class A Common Stock ("Class A
Stockholders")  and Mojo B Common Stock ("Mojo B  Stockholders")  will recognize
gain or loss as a result of the Transactions equal to the difference between the
sum of (i) the fair market value of all of the Omnicom shares received  (whether
distributed or placed in the Liquidating  Trust or the  Stockholders  General or
Special  Escrow Funds) plus (ii) the cash received in respect of any  fractional
shares,  and their  adjusted  basis in the Class A Common Stock or Mojo B Common
Stock.  Class A Stockholders  and Mojo B Stockholders who have held their shares
for over one year at the time of the transaction will be subject to tax at rates
up to the 28% maximum rate currently  applicable to long-term  capital gain. The
basis in the shares of Omnicom Common Stock received will be equal to their fair
market value on the  Distribution  Date and the holding period for the shares of
Omnicom  Common Stock will  commence on the date of the  distribution.  Provided
that the  Liquidating  Trust is  classified  as a trust for  federal  income tax
purposes  (see  discussion  below),  if  amounts  in the  Liquidating  Trust are
subsequently  used to pay  creditors (or payments are made to Omnicom out of the


                                       38
<PAGE>

Stockholders  General or Special Escrow Funds),  Class A Stockholders and Mojo B
Stockholders  should be entitled to a capital loss in the year such payments are
made. If the amount of payments made to creditors  that are allocable to a Class
A  Stockholder  or Mojo B  Stockholder  are in excess  of  $3,000  and the other
requirements  of section 1341 of the Code are met,  such  shareholder  should be
able to  compute  his or her  federal  income  tax  liability  for the year such
payments  are made  under the  provisions  of  section  1341 of the Code.  Under
section 1341 of the Code, a shareholder's  federal income tax liability would be
the lesser of the tax liabilities as computed under two alternative  computation
methods.  Under the first method,  the shareholder  would compute his or her tax
liability by taking a regular  capital loss in the year that  payments are made.
Under the second method, the shareholder would decrease his or her tax liability
in the year of payment by the amount of tax liability  that was generated by the
prior inclusion.  The tax return for the year of inclusion would not be reopened
under either  computation  method. No additional federal income tax consequences
will occur when amounts are distributed from the Liquidating  Trust to a Class A
Stockholder or a Mojo B Stockholder.

     With respect to a Class A Stockholder's  or Mojo B Stockholder's  shares of
Omnicom  Common  Stock  that  are  placed  in  the  Liquidating   Trust  or  the
Stockholders  General  or  Special  Escrow  Funds,  in the event the  shares are
disposed  of by the  Liquidating  Trust or the  Stockholders  General or Special
Escrow Funds,  any difference in the value of the shares of Omnicom Common Stock
between the date of distribution  and the date disposed of by Liquidating  Trust
or such Escrow Funds will be treated as long-term or short-term  capital gain or
loss by such Holder, depending on the holding period. Such Holder's share of any
other income  (including  dividends paid on the Omnicom  Common Stock),  gain or
loss realized by the Liquidating  Trust or the  Stockholders  General or Special
Escrow Funds will be recognized by such Holder  (whether or not  distributed) in
computing his or her federal income tax.

Holders of Class B Common Stock

     Holders of Class B Common Stock (other than holders of Mojo B Common Stock)
("Class  B  Stockholders")  will  recognize  compensation  income on the date of
distribution  of  shares  of  Omnicom  Common  Stock  pursuant  to the  Plan  of
Liquidation, equal to the excess of the sum of (i) the then fair market value of
the shares of Omnicom Common Stock (including the value of any amount to be held
in the Liquidating  Trust or the  Stockholders  General or Special Escrow Funds)
plus (ii) the cash received in respect of any fractional shares, over the sum of
(a) the amount they paid for their Class B Common Stock, and (b) the amount,  if
any, of ordinary  income  which they have  previously  recognized  in respect of
their Class B Common Stock. The Holder's holding period for his or her shares of
Omnicom Common Stock will commence on the date of distribution  and the basis of
the shares of Omnicom  Common Stock will be the fair market value on the date of
such distribution.

     With respect to a Class B Stockholder's shares of Omnicom Common Stock that
are  placed in the  Liquidating  Trust or the  Stockholders  General  or Special
Escrow Funds, in the event the shares are disposed of by the  Liquidating  Trust
or such  Escrow  Funds,  any  difference  in the value of the  shares of Omnicom
Common Stock  between the date of  distribution  and the date disposed of by the
Liquidating  Trust  or  such  Escrow  Funds  will be  treated  as  long-term  or
short-term capital gain or loss by such Holder, depending on the holding period.
Such Holder's share of any other income (including dividends paid on the Omnicom
Common Stock),  gains or losses realized by the Liquidating Trust or such Escrow
Funds will be recognized  by such Holder in computing his or her federal  income
taxes.

     In addition,  to the extent that any amount placed in the Liquidating Trust
or the Stockholders General or Special Escrow Funds is subsequently  utilized to
discharge an obligation of Holdings,  the affected Class B Stockholder should be
entitled to a federal  income tax  deduction,  in the year of such  expenditure,
equal to the  amount  of such  expenditure  previously  included  in the Class B
Stockholder's  income.  If the  amount of the  deduction  exceeds  $3,000,  such
deduction may qualify for treatment  under the  provisions of Code section 1341,
previously  described above. No additional  federal income tax consequences will
occur when amounts are  distributed  from the  Liquidating  Trust to the Class B
Stockholder.

Tax on Holders of EPUs and EARs

     Rightsholders  will recognize  compensation  income equal to the sum of (i)
the fair  market  value of the shares of  Omnicom  Common  Stock  which they are
entitled to receive in the  liquidation  of  Holdings,  on the date such Omnicom


                                       39
<PAGE>

Common Stock is either distributed or made available to them, plus (ii) the cash
received in respect of any  fractional  shares.  For this  purpose,  any Omnicom
Common Stock placed in the  Liquidating  Trust Escrow Fund or the  Rightsholders
General  or Special  Escrow  Funds on their  behalf is  treated  as having  been
distributed to them.

     With respect to a  Rightsholder's  shares of Omnicom  Common Stock that are
placed in the  Liquidating  Trust  Escrow Fund or the  Rightsholders  General or
Special  Escrow  Funds,  in the event the  shares are  disposed  of while in the
Liquidating  Trust Escrow Fund or the  Rightsholders  General or Special  Escrow
Funds,  any difference in the value of the Omnicom Common Stock between the date
of  distribution  and the date  disposed  of will be  treated  as  long-term  or
short-term  capital gain or loss by the  Rightsholder,  depending on the holding
period. The Rightsholder's  share of any other income (including  dividends paid
on the Omnicom Common Stock),  gains or losses realized by the Liquidating Trust
Escrow  Fund or the  Rightsholders  General  or  Special  Escrow  Funds  will be
recognized by the Rightsholder in computing his or her federal income tax.

     In addition,  to the extent that any amount placed in the Liquidating Trust
Escrow Fund or the Rightsholders General or Special Escrow Funds is subsequently
utilized to  discharge an  obligation  of  Holdings,  the affected  Rightsholder
should  be  entitled  to a federal  income  tax  deduction,  in the year of such
expenditure,  equal to the amount of such expenditure previously included in the
Rightsholder's  income.  If the amount of the  deduction  exceeds  $3,000,  such
deduction  may qualify for treatment  under the  provisions of Code section 1341
previously  discussed above. No additional  federal income tax consequences will
occur when amounts are distributed from the Liquidating Trust Escrow Fund or the
Rightsholders General or Special Escrow Funds to the Rightsholder.

Certain Consequences to Non-U.S. Holders

     A Holder who is not a U.S. person (a "Non-U.S.  Holder") will generally not
be subject to United States  federal income tax with respect to gain or ordinary
income  recognized  as a  result  of the  transaction  unless  (i)  the  gain is
effectively  connected  with a trade or business  of the  Non-U.S  Holder in the
United  States  (or,  in the case of  ordinary  income,  is from  United  States
sources;  i.e.,  is payable as the result of  services  performed  in the United
States) or (ii) in the case of a Non-U.S.  Holder who is an individual and holds
Class A common stock or Mojo B Common Stock as a capital  asset,  such Holder is
present in the United  States  for 183 days or more in the  taxable  year of the
sale and certain other  conditions are met.  Assuming the Liquidating  Trust and
Liquidating  Trust Escrow Fund are each classified as a trust for federal income
tax purposes  (see  discussion  below)  dividends  paid on the shares of Omnicom
Stock  held in the  Liquidating  Trust and  Liquidating  Trust  Escrow  Fund and
dividends paid on Omnicom Common Stock held in the Rightsholders or Stockholders
General or Special  Escrow Funds will be subject to withholding of United States
federal  income tax at a 30% rate or such lower rate as may be  specified  by an
applicable  income tax treaty,  unless the dividends are  effectively  connected
with the  conduct of a trade or business  of the  Non-U.S.  Holder in the United
States.  Under the current  United  States-  Australia  income tax  treaty,  for
example,  dividends are subject to withholding at a 15% rate. A Non-U.S.  Holder
who wishes to claim the benefit of an applicable  treaty rate may be required to
satisfy  applicable  certification  and other  requirements.  Dividends that are
effectively  connected with a trade or business in the United States are subject
to United States federal income tax on a net basis.

Liquidating Trust and Liquidating Trust Escrow Fund

     Holdings  believes that the  Liquidating  Trust and the  Liquidating  Trust
Escrow  Fund will each be  treated  as a grantor  trust for  federal  income tax
purposes and not as an association  taxable as a corporation.  As such, items of
taxable income,  deduction, gain and loss (including gain or loss on the sale of
shares of Omnicom  Common  Stock)  would be passed  through to the  Holders  and
reported  by them on their tax return  (whether  or not  distributed).  However,
since the Liquidating  Trust and the Liquidating Trust Escrow Fund will not meet
all of the IRS requirements to obtain a ruling as to grantor trust status, there
is a risk that the IRS could  successfully  assert that the Liquidating Trust or
the  Liquidating  Trust  Escrow Fund should be taxed as a  corporation.  In that
event, the Liquidating  Trust or the Liquidating Trust Escrow Fund would pay tax
on its income at the regular  corporate rates of up to 35% and any distributions
to  Holders  would be taxed as  dividends  at  ordinary  income tax rates to the
extent of the earnings and profits of the  Liquidating  Trust or the Liquidating
Trust Escrow Fund.



                                       40
<PAGE>

                               Withholding Taxes

     That portion of the Omnicom  Common Stock (and any cash received in respect
of fractional  shares)  which is taxable to Holders as ordinary or  compensation
income is subject to federal income tax  withholding  at the prescribed  rate of
28%, as well as FICA and other applicable federal,  state and local withholding.
Holdings  expects that Holders will make  arrangements  with Holdings to satisfy
their  tax  obligations.   A  Holder  who  fails  to  satisfy  this  withholding
requirement  could be subject to  potential  additional  estimated  tax  payment
liability  and to penalties if such  liability is not  satisfied.  If any person
receiving  shares of Omnicom  Common  Stock in respect  of his  employment  with
Holdings does not pay the relevant taxes, the Liquidating  Trust and the related
Liquidating Trust Escrow Fund would have liability for the amount of such tax.

     THE TAX  CONSEQUENCES  OF THE SALES OF ASSETS,  THE LIQUIDATION OF HOLDINGS
AND THE INCOME WITH RESPECT TO THE LIQUIDATING  TRUST,  LIQUIDATING TRUST ESCROW
FUND,  AND  ESCROW  FUNDS  MAY BE  INFLUENCED  BY THE  IRS'S  VIEWS  OF  FACTUAL
CIRCUMSTANCES  SURROUNDING THE TRANSACTIONS  PROVIDED FOR HEREIN.  NO RULINGS OR
OPINIONS OF COUNSEL HAVE BEEN OBTAINED WITH RESPECT TO THESE MATTERS.

     EACH  HOLDER  SHOULD  CONSULT  WITH  HIS OR HER OWN TAX  ADVISOR  AS TO THE
PARTICULAR TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN,  INCLUDING THE
APPLICABILITY AND EXTENT OF ANY RELEVANT STATE, LOCAL OR FOREIGN TAX LAWS.



                                       41
<PAGE>

                    BUSINESS INFORMATION CONCERNING OMNICOM

      (The information contained in this section is qualified in its entirety by
reference to documents incorporated by reference.)

     Omnicom,  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;  and offers
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.  Omnicom  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  1994  and  1993,  54%  and  52%,
respectively, of Omnicom's billings came from its non-U.S. operations.

     According to the  unaudited  industry-wide  figures  published in the trade
journal,  ADVERTISING  AGE,  in 1994  Omnicom  was  ranked as the third  largest
advertising agency group worldwide.

     Omnicom  operates three separate,  independent  agency  networks:  the BBDO
Worldwide Network,  the DDB Needham Worldwide Network and the TBWA International
Network.  Omnicom also operates independent agencies,  Altschiller & Company and
Goodby,  Silverstein  & Partners,  and certain  marketing  service and specialty
advertising companies through Diversified Agency Services.

     BBDO Worldwide, DDB Needham Worldwide and TBWA International, by themselves
and through their respective subsidiaries and affiliates,  independently operate
advertising  agency  networks  worldwide.  Their  primary  business is to create
marketing  communications for their clients' goods and services across the total
spectrum of advertising and promotion media. Each of the agency networks has its
own clients and competes with each other in the same markets.

     The BBDO Worldwide,  DDB Needham Worldwide and TBWA International  agencies
typically  assign to each client a group of  advertising  specialists  which may
include account  managers,  copywriters,  art directors and research,  media and
production personnel.  The account manager works with the client to establish an
overall advertising strategy for the client based on an analysis of the client's
products or services and its market. The group then creates and arranges for the
production of the  advertising  and/or  promotion and purchases  time,  space or
access in the relevant media in accordance with the client's budget.


                                       42

<PAGE>

                       SELECTED FINANCIAL DATA OF OMNICOM

     The following table summarizes certain selected consolidated financial data
of Omnicom and its  subsidiaries  and is  qualified  in its entirety by the more
detailed financial  information and notes thereto incorporated by reference into
this Prospectus/Information Statement.

<TABLE>
<CAPTION>


                                                      (Dollars in Thousands Except Per Share Amounts)
                                           --------------------------------------------------------------------
                                               1994          1993          1992           1991         1990
                                           ----------     ----------    ----------    ----------     ----------
<S>                                        <C>            <C>           <C>           <C>            <C>    
For the year:   
  Commissions and fees ................    $1,756,205     $1,516,475    $1,385,161    $1,236,158     $1,178,233
  Income before change
    in accounting principles ..........       108,134         85,345        65,498        57,052         52,009
  Net income ..........................        80,125         85,345        69,298        57,052         52,009
  Earnings per common
    share before change in
    accounting principles:
      Primary .........................          3.15           2.79          2.31          2.08           2.01
      Fully diluted ...................          3.07           2.62          2.20          2.01           1.94
  Cumulative effect of
    change in accounting
    principles:
    Primary ...........................         (0.81)           --           0.14           --             -- 
    Fully diluted .....................         (0.81)           --           0.11           --             -- 
  Earnings per common share after
    change in accounting principles:
    Primary ...........................          2.34           2.79          2.45          2.08           2.01
    Fully diluted .....................          2.34           2.62          2.31          2.01           1.94
  Dividends declared per common
    share .............................          1.24           1.24          1.21          1.10           1.07

At year end:
  Total assets ........................     2,852,204      2,289,863     1,951,950     1,885,894      1,748,529
  Long-term obligations:
  Long-term debt ......................       187,338        278,312       235,129       245,189        278,960
  Deferred compensation and other
    liabilities .......................        95,973         56,933        51,919        31,355         25,365
</TABLE>



                                       43
<PAGE>

                    BUSINESS INFORMATION CONCERNING HOLDINGS

General

     The principal  line of business of Holdings and its  subsidiaries  includes
planning and creating  advertising  campaigns  for clients,  purchasing  various
media  spots  (television,  radio,  newspapers  and  magazines),  and  providing
marketing  consultation,  market  research  and  production  services.  In 1994,
Holdings was the 16th largest advertising agency in the U.S. and 27th largest in
the  world  according  to  statistics  published  in  Advertising  Age,  a trade
publication.  Holdings operates major offices in Venice, California, London, New
York and  Toronto,  and a  regional  network of offices  in,  Atlanta,  Calgary,
Chicago, Dallas, San Francisco, Washington, D.C. and Jacksonville. The principal
office of Chiat/Day is located at 180 Maiden Lane, New York, New York 10038.

Sales and Marketing

     Holdings  believes that it has a reputation as an industry  leader in terms
of the creativity and effectiveness of its campaigns. Holdings believes that its
reputation and the "Chiat/ Day" name are important generators of business.

     Holdings has organized  management  teams to explore and pursue  clients in
the major industry groups that it does not currently service. Holdings maintains
constant  contact with industry sources for new business leads and presents five
to eight extensive business pitches per office per year.

Customers

     Holdings  serves  a  diversified   and  well-known   client  base  in  many
industries,  including airlines,  automobile,  banking, cellular communications,
consumer  electronics,   entertainment,   financial  services,   food  products,
insurance,  footwear, personal computers and soft drinks. Eight of Holdings' ten
largest  clients  representing  57% of 1994 gross income have been with Holdings
for more than five years.

     Since 1988,  Nissan Motor Company has been  Holdings'  largest  client.  In
1992,  Nissan  awarded  its  Infiniti  account  to  Holdings  without  requiring
competitive  bids.  Nissan and Infiniti  accounted  for 49% of  Holdings'  gross
income in 1993 and 55% of Holdings' gross income in 1994.  Holdings has no other
client which accounts for 10% or more of its gross income.

     Like most advertising  agencies,  Holdings  experiences a certain amount of
client  turnover.  Agreements  between  Holdings  and its clients are  generally
terminable  by either  Holdings  or the client on 90 days  notice.  Turnover  is
primarily  generated by a change in the  management of the client,  an effort by
Holdings to pursue a client in the same category as an existing client, a client
merger or a change in the client's financial or strategic direction.

Competition

     Agencies  typically  pitch new  clients by  presenting  an ad  campaign  in
competition against other firms. The basis for the selection includes: relevance
of the  campaign to the  product  strategy,  creativity,  market  insights,  the
agency's  ability to provide the appropriate  media  exposure,  past success and
personal  chemistry.  Holdings believes that agencies are rarely selected on the
basis of price.  Typically,  agencies are precluded from  representing more than
one client in an industry for reasons of potential conflicts.

Services

     Holdings'  principal  line  of  business  includes  planning  and  creating
advertising campaigns for clients;  purchasing various media placements in local
television,  network,  cable,  radio,  newspapers,  magazines  and outdoor;  and
providing marketing, market research and production services.

     Holdings'  four major  offices (New York,  Venice,  Toronto and London) are
full service  operations with a total workforce of approximately  600, committed
to Account Management,  Account Planning,  Creative,  Media Planning and Buying,
and  Production.  The  offices  that  form  the  regional  network  with a total
workforce of approximately 150 support the localized needs of Holdings' national
clients.


                                       44
<PAGE>

Pricing and Billing

     Holdings  generates  most of its  revenue  from  fees and  commissions  for
production  and  placement  in  various  media of agency  generated  advertising
campaigns.  Most of Holdings'  revenue is based on a combination  of commissions
and fees with seven of the ten largest  accounts on this  system.  This  pricing
method  provides a fixed  minimum  fee  augmented  by  commissions  based on the
client's  media  billings.  This pricing  method  protects the agency from large
variations in its clients' media budgets.

     Some clients are billed on a "cost plus mark-up" fee  structure.  Cost plus
mark-up  billing entails billing the client a fixed monthly fee for the staffing
dedicated to the account plus an amount to cover overhead.

     In  addition,  Holdings  is  sometimes  paid a bonus  by  clients  based on
predetermined performance criteria.

Billing and Accounting Practices

     Revenue  is  recognized  in the  month in which the  advertisement  is run.
"Advance  billings"  in the  current  liability  section  of the  balance  sheet
represents  costs and  commissions  which  have been  approved  by and billed to
clients but for which related vendor  invoices have not been received and income
has not been  earned.  "Expenditures  billable to clients" in the current  asset
portion of the balance  sheet  represents  unbilled  receivables.  Both "Advance
billings"  and  "Expenditures  billable to clients" are  primarily the result of
timing  differences  between the receipt of invoices  (media and production) and
the client billing cycle.

     For media placement,  Holdings obtains written approval of an estimate (the
"Estimate")  from its  clients  before  commitments  are made to media  vendors.
Clients are billed based on the approved Estimate.

     Production of advertising  spots follows a similar pattern,  except that in
this  case  Holdings  bills  the  client  as costs  are  incurred.  On  average,
production  costs  charged  to  clients  account  for about  10% of all  billing
activity.  Spot (local  television),  newspaper,  magazine and radio advertising
account for about 65% of billings.  Network advertising represents the remaining
25% of billings.

Seasonality

     Historically, Holdings' business has been seasonal, with increased billings
generated in the third and fourth  quarters of each fiscal year. The seasonality
generally  reflects the media  placement  patterns of  Holdings'  clients and is
similar to that experienced by other firms in the industry.

Personnel

     On  March  31,  1995,  Holdings  employed  approximately  750  persons.  In
addition,  turnover at the senior management level has been very low. All of the
eight senior  executives  of Holdings have been with Holdings for at least eight
years, with an average tenure of over 13 years.

     Since most  employees  are assigned to one specific  account,  Holdings can
respond  quickly to account losses or  acquisitions  by hiring or reducing staff
accordingly.

     None of Holdings' employees are represented by unions.

Legal Proceedings

     Holdings is not  involved in any material  pending  legal  proceedings  not
covered by insurance or by adequate indemnification, which, if decided adversely
to Holdings'  interest,  would have a material  adverse  effect on the financial
position of Holdings.

Properties

     All  of  Holdings'  offices  are  located  in  leased  premises.  Holding's
principal offices are in New York City and Venice.  Holdings also leases offices
in Calgary,  Chicago, Dallas, London, Toronto, San Francisco,  Washington,  D.C.
and Jacksonville.


                                       45
<PAGE>

                      SELECTED FINANCIAL DATA OF HOLDINGS

     The following table summarizes certain selected consolidated financial data
of Holdings  and is qualified  in its  entirety by the more  detailed  financial
information and notes thereto appearing elsewhere in this Prospectus/Information
Statement. The financial data as of and for each of the five years ended October
31, 1994 is derived from the financial  statements  audited by Coopers & Lybrand
LLP,  independent  public  accountants.  The financial data for the  three-month
periods ended January 31, 1994 and 1995,  are derived from  unaudited  financial
statements and, in the opinion of Holdings, reflect all adjustments,  consisting
only of normal  non-recurring  adjustments,  necessary  for a fair  statement of
results of operations for such periods.  Operating  results for the three months
ended January 31, 1995, are not  necessarily  indicative of the results that may
be  achieved  for the entire  year  ending  October  31,  1995.  See  "Financial
Statements", the related notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations of Holdings".

<TABLE>
<CAPTION>

                                                       (Dollars in Thousands Except Per Share Amounts)
                                               ---------------------------------------------------------------
                                                1994           1993          1992          1991          1990
                                               ------        -------       -------       -------       -------
<S>                                            <C>            <C>          <C>           <C>           <C>    
For the years ended October 31,
Fee and commission
   income                                     $89,277        $97,198      $106,013      $115,470      $131,457
Operating expenses                             78,117         88,224        95,421       120,369       147,375
Restructuring expenses                           --           25,848          --            --            -- 
Income (loss) before income tax provision       7,573        (20,690)        4,162        (5,656)      (16,642)
Net income (loss)                               5,971        (21,545)        3,407        (6,089)      (17,389)
Earnings per share:
  Net income (loss):
    Primary                                      0.11          (0.39)         0.06         (0.10)        (0.25)
    Primary (including EPUs and EARs)            0.05          (0.39)         0.04         (0.10)        (0.25)
Total assets                                   96,077         74,871        99,843       150,701       165,771
Long-term obligations:
  Long-term debt                               10,448         20,697        43,657        70,398        92,598
  Other liabilities                            12,800         15,433         4,103        25,995         7,019

</TABLE>


                                       46
<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS OF HOLDINGS

                             Results of Operations

Fiscal year 1993  compared to fiscal year 1992 and fiscal year 1994  compared to
fiscal year 1993.

     Fee and commission  income decreased in fiscal years ended October 31, 1993
and 1994 by 9% and 8%,  respectively,  compared to the prior fiscal  years.  The
decrease in fiscal year 1993 was mainly attributable to the loss of the American
Express and  Nutrasweet  accounts  and the fiscal year 1994  decrease was mainly
attributable to loss of the Reebok account.

     Salaries and employee  benefit  expenses  were reduced by 6% in fiscal year
1993 and 3% in fiscal year 1994,  respectively,  as compared to the prior fiscal
years.  Due to the reduction in fee and  commission  income in fiscal years 1993
and 1994,  staff  reductions  were made to reduce  costs.  Selling,  general and
administrative  expenses  were  slightly  higher in fiscal year 1993 from fiscal
year 1992. In fiscal year 1994,  Holdings  established a "virtual office" in its
New York and Venice offices by eliminating fixed office locations for personnel.
Holdings and  Advertising  employees carry portable phones and computers and are
encouraged to work where they feel most productive.  Based on the implementation
of the virtual office, selling, general and administrative expenses were reduced
in fiscal year 1994 by 26% compared to fiscal year 1993.

     A  one-time   restructuring  charge  was  taken  in  fiscal  year  1993  of
$25,848,000.  This  restructuring  charge  represented  the  estimated  loss  on
subletting  the premises at 79 Fifth Avenue in New York through its December 31,
1997 term,  the  write-down  of leaseholds at 79 Fifth Avenue in New York and at
340 Main Street and 320 Hampton Avenue in Venice, California.

     The $637,000 and $12,000 losses from operations of a foreign  subsidiary in
fiscal years 1993 and 1992 reflect the operating results of Holdings' Australian
subsidiary,  the stock of which was transferred  effective January 1, 1993 to an
unrelated  third  party.  As a result  of such  transfer,  Holdings  recorded  a
$3,504,000 gain on disposal of foreign subsidiary in fiscal year 1993.

     The 42% decrease in other  operating  expenses in fiscal year 1993 compared
to fiscal  year 1992 was due  largely  to the impact of a  $3,200,000  charge in
fiscal year 1992 to reflect the settlement of certain litigation.  An additional
92%  reduction  in other  operating  expenses  was  realized in fiscal year 1994
compared to fiscal year 1993 primarily due to income received in connection with
the  sale of  Holdings'  Australian  subsidiary  and due to  increased  deferred
compensation expenses in fiscal year 1993 of approximately $1,000,000.

     Interest  expense was reduced by 39% in fiscal year 1993 versus fiscal year
1992 due to reduced levels of debt. A 2% increase in interest  expense in fiscal
1994 versus fiscal 1993 was due to an increase in dividends issued to the profit
sharing plan in 1994.

     The income tax  provision  for fiscal year 1993  decreased  63% compared to
fiscal  year 1992 due  largely to the use in fiscal  year 1993 of net  operating
loss  carryforwards  previously  generated.   While  the  income  tax  provision
increased 87% in fiscal year 1994  compared to fiscal year 1993,  the income tax
provision was less than what would have been provided  under the statutory  rate
due to the use of net  operating  loss  carryforwards  and a foreign  tax credit
generated in fiscal year 1994.  FASB 109 was adopted  effective  October 1, 1993
creating a deferred  tax asset of  $18,717,000.  No benefit was  recorded on the
financial statements, but the effect is described in the footnotes.

First quarter 1995 compared to first quarter 1994.

     In the first quarter  1995,  fee and  commission  income were down by 9% as
compared  to the same  period of the  previous  year due to a change in spending
patterns of clients.  In first  quarter  1995,  salaries and  employee  benefits
increased by 12% as compared to first quarter 1994 due to increased  staffing in
the creative and account services area. At the same time,  reductions of 9% were
made in the first  quarter  1995 in  administrative  salaries as compared to the
first  quarter of the  previous  year.  A  reduction  in  selling,  general  and
administrative  expenses of 8% in first  quarter 1995 versus first  quarter 1994
was attributable to the implementation of the virtual office.


                                       47
<PAGE>

                        Liquidity and Capital Resources

     Holdings'  principal source of operating  capital has been from operations,
Senior Debt of $20,000,000  under the Amended and Restated Credit  Agreement and
Senior  Subordinated  Debt of $11,000,000  under the 13.25% Senior  Subordinated
Notes.  The Senior Debt is due and  payable on December  10, 1995 and the Senior
Subordinated  Debt is payable on August 1, 1995.  In the event the  Transactions
are not  consummated,  Holdings  would be required to refinance  its entire debt
structure by December 10, 1995.  Although Holdings received proposals  regarding
refinancing the Senior  Subordinated Debt and Holdings bank debt, such proposals
were not pursued.

     Working  capital  increased in fiscal year 1993 by 2.6% versus  fiscal year
1992 and decreased in fiscal year 1994 by 15.7% versus  fiscal year 1993.  There
was a slight  decrease in working  capital  from fiscal year 1994 to the quarter
ended January 31, 1995.

     Capital expenditures,  net of retirements of $900,000,  were made in fiscal
year 1993 and $5,600,000 in fiscal year 1994. These expenditures included, among
other  things,  leasehold  improvements  and  upgraded  telephone  and  computer
systems.

     Holdings  believes that its cash flows and funds  available  under existing
debt  facilities  will be  adequate  to meet its cash  requirements  through the
contemplated Closing Date of the Acquisition, but it is possible that additional
borrowings from Omnicom may be required.

                      DESCRIPTION OF OMNICOM CAPITAL STOCK

     Each share of Omnicom  Common Stock entitles the holder thereof to one vote
on all matters submitted to a vote of shareholders. All shares of Omnicom 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.  Omnicom 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 Omnicom and its subsidiaries,  Omnicom is subject to
certain restrictions on current ratio, ratio of total consolidated  indebtedness
to total  consolidated  capitalization,  ratio of net cash flow to  consolidated
indebtedness,  and  limitation on  investments  in and loans to  affiliates  and
unconsolidated subsidiaries.  The Omnicom Common Stock is not subject to call or
assessment,  has no preemptive conversion or cumulative voting rights and is not
subject  to  redemption.  Omnicom'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 Omnicom's
shareholders  to amend  Omnicom's  by-laws or certain  provisions of its charter
documents, and to change the number of directors comprising the full board.

     Omnicom may issue Omnicom  Preferred Stock in series having whatever rights
and  preferences  the Board of Directors  may  determine.  One or more series of
Omnicom  Preferred  Stock may be made  convertible  into Omnicom Common Stock at
rates determined by the Board of Directors,  and Omnicom  Preferred Stock may be
given priority over the Omnicom Common Stock in payment of dividends,  rights on
liquidation,  voting and other rights. Omnicom has no current plans to issue any
Omnicom Preferred Stock. Omnicom Preferred Stock may be issued from time to time
upon  authorization  of the Omnicom  Board of  Directors  without  action of the
shareholders.

     Omnicom  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 Omnicom 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 Omnicom Common Stock.


                                       48
<PAGE>

                     DESCRIPTION OF HOLDINGS CAPITAL STOCK

     Holdings is a Delaware corporation incorporated on May 2, 1988. Holdings is
the sole  stockholder of  Advertising,  a Delaware  corporation  incorporated on
March 15, 1985.

Holdings Common Stock

     Holdings has two classes of Common Stock:  Class A Common Stock,  par value
$0.01 per share and Class B Common Stock, par value $0.01 per share.

     Class A Common Stock:  There are 75,000,000  shares of Class A Common Stock
authorized and there were [13,527,269] shares outstanding at March 31, 1995. The
holders of Class A Common  Stock are entitled to receive  dividends  when and as
declared by the  Holdings  Board of  Directors,  but only after full  cumulative
dividends on the Holdings Preferred Stock have been paid or declared in full and
sums set aside for the payment thereof.  Class A Common Stock and Class B Common
Stock rank  equal with  respect to the  payment of  dividends.  Pursuant  to the
Holdings Certificate,  holders of Class A Common Stock, excluding certain shares
originally issued to Morgan Capital  Corporation,  have additional voting rights
with respect to (i) certain  transactions with affiliates,  (ii) the creation of
certain  employee  benefit plans,  (iii) changes to the Holdings  Certificate or
By-laws which adversely  affect the Class A Common Stock,  (iv) certain sales or
issuances  of stock,  and (v)  certain  business  combinations.  In the event of
certain  dilutive   transactions   other  than  in  connection  with  a  merger,
consolidation, reorganization, or any public offering of stock of Holdings or in
consideration  of the acquisition of stock or assets of another entity,  holders
of Class A Common  Stock are  entitled to receive  additional  shares to prevent
dilution.  At March 31, 1995,  there were [19] record  holders of Class A Common
Stock.  See "Plan of  Liquidation"  herein  for a  description  of the rights of
holders of Class A Common Stock in the event of a liquidation.

     Class B Common Stock:  There are 200,000,000 shares of Class B Common Stock
authorized and there were [39,993,465] shares outstanding at March 31, 1995. The
holders of Class B Common  Stock are entitled to receive  dividends  when and as
declared by the Board of Directors,  but only after full cumulative dividends on
the  Holdings  Preferred  Stock have been paid or  declared in full and sums set
aside for the payment  thereof.  Class A Common  Stock and Class B Common  Stock
rank equal with  respect to the payment of  dividends.  Class B Common Stock has
the same voting  rights as Class A Common Stock,  except that certain  shares of
Class A Common  Stock  have  additional  voting  rights  in some  situations  as
discussed above. At March 31, 1995,  there were  approximately 28 record holders
of Class B Common  Stock.  See  "Liquidation"  herein for a  description  of the
rights of holders of Class B Common Stock in the event of a liquidation.

     Shares of Class B Common Stock which have been issued  pursuant to the 1988
Chiat/Day  Holdings,  Inc.  Restricted  Stock Purchase Plan (the "Holdings Stock
Purchase Plan") are subject to the  restrictions  contained  therein.  Any sale,
transfer or  disposition  of the shares must comply with the  provisions  of the
Holdings Stock Purchase Plan and of the related Stockholders' Agreements.


                                       49
<PAGE>

      The  following  table  reflects the  beneficial  ownership  of  directors,
executive  officers and owners of more than 5% of the outstanding shares of each
of the Class A Common  Stock,  the Class B Common  Stock  (without  taking  into
account the outstanding  EARs and EPUs),  and all Holdings Common Stock, in each
case on a fully diluted basis at the close of business on March 31, 1995:

<TABLE>
<CAPTION>

                                                                                                  Shares of     Percent
                                  Shares of Class A               Shares of Class                  Holdings   of Holdings
Name and Address                    Common Stock      Percent of      B Common        Percent      Common       Common
of Beneficial Owner                     Owned           Class      Stock Owned(1)    of Class       Stock        Stock
- -------------------                 -------------      --------    ------------       ------       -------     ---------
<S>                                   <C>                 <C>       <C>                 <C>       <C>             <C>
Jay Chiat ......................      6,794,533           50%       18,547,970          46%       25,342,503      47%
c/o Chiat/Day inc. Advertising
180 Maiden Lane
New York, NY  10038

Leland Clow ....................              0            *         3,641,020           9%        3,641,020       7%
c/o Chiat/Day inc. Advertising
340 Main Street
Venice, CA 90291

Adelaide Horton ................        100,000            *                 0           *           100,000       * 
c/o Chiat/Day inc. Advertising
180 Maiden Lane
New York, NY  10038

Robert Kuperman ................         50,000            *           969,015           2%        1,019,015       2%
c/o Chiat/Day inc. Advertising
340 Main Street
Venice, CA 90291

Ira Matathia ...................              0            *           375,000           *           375,000       * 
c/o Chiat/Day inc. Advertising
180 Maiden Lane
New York, NY  10038

Tom Patty ......................        100,000            *         1,282,045           3%        1,382,045       3%
c/o Chiat/Day inc. Advertising
340 Main Street
Venice, CA 90291

David C. Wiener ................        125,000            *         2,876,060           7%        3,001,060       6%
440 Sylvan Avenue
Englewood Cliffs
New Jersey,  07632

Robert Wolf ....................        200,000            1%        3,376,060           8%        3,576,060       7%
c/o Chiat/Day inc. Advertising
340 Main Street
Venice, CA  90291

Mac & Co (2) ...................      5,142,846           38%                0           *         5,142,846      10%
c/o Harvey Rabinowitz
Mellon Securities Trust Co.
120 Broadway,
New York, NY 10271

Directors and Officers as a Group     7,419,533           55%       33,159,475          83%       40,579,008      76%
</TABLE>
- ----------------
 *   represents holdings of less than 1%

(1)  Jay Chiat also holds 5,396,715 EPUs and 26,945,903  EARs;  Leland Clow also
     holds 566,360 EPUs and 3,280,420  EARs;  Adelaide Horton also holds 700,000
     EPUs and  196,825  EARs;  Robert  Kuperman  also holds  1,169,240  EPUs and
     656,084 EARs; Ira Matathia also holds  1,125,000 EPUs and 131,217 EARs; Tom
     Patty also holds  1,132,725  EPUs and  984,126  EARs;  David C. Wiener also
     holds 176,970 EPUs and  1,312,168  EARs;  Robert Wolf also holds  1,176,970
     EPUs and 1,968,252 EARs.

(2)  Chesterfield Investments is the beneficial owner.

     Following the  Acquisition  and the dissolution and liquidation of Holdings
described  herein  there will be no Class A Common Stock or Class B Common Stock
outstanding and none of the current  directors and officers of Holdings will own
in excess of     % of Omnicom Common Stock.


                                       50
<PAGE>

     No  dividends  have been  declared or paid on the  Holdings  Class A Common
Stock or  Class B Common  Stock in the  current  fiscal  year,  or in any of the
periods  presented in "Selected  Financial  Data of  Holdings".  Pursuant to the
Amended and Restated  Credit  Agreement,  Advertising is prohibited  from paying
dividends other than dividends paid in shares.

     There is no established trading market for Holdings Class A Common Stock or
Class B Common Stock.

Holdings Preferred Stock

     There are 200,000 shares of Holdings  Preferred Stock  authorized and there
were 140,817.7393  shares  outstanding at March 31, 1995. All of the outstanding
shares of Holdings Preferred Stock are owned by the Profit Sharing Plan.

     The holders of Holdings  Preferred Stock are entitled to receive cumulative
dividends  payable  in cash,  or at  Holdings'  option,  in shares  of  Holdings
Preferred  Stock (valued at $100 per share) or a combination  of cash and shares
of Holdings  Preferred  Stock at a rate equal to 9% per annum of the liquidation
preference of all shares of Holdings Preferred Stock outstanding, if such amount
is paid  entirely  in cash,  or at a rate of 10% per  annum  of the  liquidation
preference  if such  amount is paid  entirely in  additional  shares of Holdings
Preferred Stock, or at a blended rate based upon the weighted average of (i) the
number of shares of Holdings  Preferred  Stock in respect of which dividends are
paid in cash multiplied by 9%, and (ii) the number of shares in respect of which
dividends are paid in additional  shares of Holdings  Preferred Stock multiplied
by 10%. All  dividends on shares of Holdings  Preferred  Stock are payable,  if,
when and as declared by the Board of Directors, annually in arrears on August 1,
of each year.  Any dividends in arrears on the Holdings  Preferred  Stock accrue
dividends at the rate of 9% per annum.  The holders of Holdings  Preferred Stock
are not entitled to vote on any corporate matters, except as required by law. In
the event of liquidation,  the holders of Holdings  Preferred Stock are entitled
to receive  the amount of $100 in cash for each  outstanding  share of  Holdings
Preferred Stock plus all declared and unpaid  dividends  before any distribution
to the holders of Class A Common  Stock or Class B Common  Stock.  If the assets
available are insufficient for such a payment, the holders of Holdings Preferred
Stock shall share ratably in any  distribution.  Subject to the prior payment of
certain senior indebtedness of Advertising,  the Holdings Preferred Stock may be
redeemed at  Holdings'  option on and after July 31, 1996 at a price of $100 per
share plus accrued but unpaid dividends subject to certain restrictions provided
in the  Holdings  Certificate.  Subject to the prior  payment of certain  senior
indebtedness of Advertising, the Holdings Preferred Stock may be redeemed at the
holder's  option on and after  July 31,  1996 at a price of $100 per share  plus
accrued but unpaid  dividends  subject to certain  restrictions  provided in the
Holdings Certificate.

     Dividends  in  respect  of shares of  Holdings  Preferred  Stock  have been
declared  annually since issuance in July of each year and have been paid by the
issuance of additional shares of Holdings Preferred Stock.

     There is no trading market for the Holdings Preferred Stock.

     Pursuant to the terms of the Profit  Sharing Plan Purchase  Agreement,  the
Profit  Sharing  Plan has agreed with  Holdings  to sell all of the  outstanding
shares of Holdings  Preferred Stock to Holdings on or about July 1, 1995, but no
later  than July 10,  1995,  for an  amount  payable  in cash of  $14,081,773.93
consisting of $100 per share.

Vote Required

      The  presence  of the  holders  of a majority  of the voting  power of all
shares  of Class A  Common  Stock  and  Class B Common  Stock  entitled  to vote
outstanding  on the  record  date is  necessary  to  constitute  a quorum at the
Special  Meeting.  Under the DGCL and the Holdings  Certificate  the affirmative
vote of the holders of the majority of the outstanding  shares of Class A Common
Stock and Class B Common  Stock  voting  together  as a class,  are  required to
approve each of the sales pursuant to the Acquisition  Agreement and Advertising
Stock Sale Agreement,  the Plan of Liquidation and the Amendment to the Holdings
Certificate.  Abstentions  will have the effect of  negative  votes.  Directors,
officers  and  affiliates  of  Holdings  who hold in the  aggregate  more than a
majority of the outstanding Class A Common Stock and Class B Common Stock in the
aggregate  have  indicated  their  intention  to  vote in  favor  of each of the
Holdings Vote Matters.  See "The  Transactions--Interests  of Certain Persons in
the  Transactions."  Accordingly,  if such  persons  vote in favor of these  the
Transactions,   they  may  be  approved  even  if  all  of  the  other  Holdings
Stockholders vote against these proposals.


                                       51
<PAGE>

     None of the Holdings Vote Matters shall become  effective unless all of the
proposals are adopted by the requisite vote of the Holdings Stockholders.

Rights of Dissenting Holdings Stockholders

     It is intended that the transactions  described herein,  including the sale
of the assets and the  distribution to the Holdings  Stockholders in liquidation
of  Holdings,  will not give rise to  dissenters'  rights  in favor of  Holdings
Stockholders under Delaware law.

Equity Appreciation Rights

     Pursuant to the EAR Plan, Holdings has authorized [54,084,848] EARs each of
which is  equivalent  to one  share of  Class B  Common  Stock  and has the same
priority as Class B Common Stock in the event of a  liquidation.  In the absence
of  liquidation,  the EARs are valued at their net book  value,  which was $0 at
March  31,  1995.  At the  close of  business  on March  31,  1995,  there  were
[36,939,112] EARs outstanding.  At the Closing Date, all of the outstanding EARs
will be vested.

Equity Participation Units

     Pursuant to the EPU Plan, Holdings has authorized  50,000,000 EPUs, each of
which is  equivalent  to one  share of  Class B  Common  Stock  and has the same
priority as Class B Common Stock in the event of a  liquidation.  In the absence
of  liquidation,  the EPUs are valued at their net book  value,  which was $0 at
March 31, 1995. At March 31, 1995 there were [22,498,890]  EPUs outstanding.  At
the Closing Date all of the EPUs will be vested.

                        COMPARISON OF SHAREHOLDER RIGHTS

     Upon  consummation  of the  Acquisition  and the subsequent  dissolution of
Holdings  and  distribution  of  shares  of  Omnicom  Common  Stock to  Holdings
Stockholders  and  Rightsholders,  the  shareholders  of  Holdings,  a  Delaware
corporation,  will become  shareholders of Omnicom, a New York corporation,  and
their  rights as such will be  governed  by New York law, as well as the Omnicom
Certificate  of  Incorporation  (the  "Omnicom  Certificate")  and By-laws  (the
"Omnicom By-laws") as amended from time to time in accordance with New York law.
While it is not  practical  to  describe  all  changes in the rights of Holdings
shareholders  that will result from the  application  of New York law in lieu of
Delaware law and the differences between the Omnicom Certificate and the Omnicom
By-laws and the Holdings  Certificate  and the Holdings  By-laws (the  "Holdings
By-laws"), the following is a summary of material differences.

     References  to the "NYBCL" are to the New York  Business  Corporation  Law,
while references to the "DGCL" are to the Delaware General Corporation Law.

Special Meetings of Stockholders

     Under Delaware law, a special meeting of stockholders may be called only by
the board of directors or by such person as may be authorized by the certificate
of incorporation or by-laws. The Holdings By-laws provide that a special meeting
of  stockholders  may be called by the Board of  Directors,  the Chairman of the
Board or the President and shall be called by the Board upon the written request
of the holders of record of a majority  of the  outstanding  shares  entitled to
vote at the meeting requested to be called.

     Under New York law, a special meeting of shareholders  may be called by the
board of directors  and by such person or persons as may be  authorized to do so
in the  certificate  of  incorporation  or by-laws.  In  addition,  if an annual
shareholder  meeting  has not  been  held  for a  certain  period  of time and a
sufficient  number of directors  were not elected to conduct the business of the
corporation,  the  board  shall  call a  special  meeting  for the  election  of
directors.  If the board fails to do so, or sufficient directors are not elected
within a certain  period,  holders of 10% of the shares  entitled  to vote in an
election  of  directors  may call a special  meeting for such an  election.  The
Omnicom By-laws  provide that a special  meeting of shareholders  may be called,
for any purpose or purposes,  by the Board of Directors or by the President,  or
by the Secretary upon the request of a majority of the Board of Directors.


                                       52
<PAGE>

Removal of Directors

     Under  Delaware  law,  unless  otherwise  provided  in the  certificate  of
incorporation  or the by-laws,  shareholders  may remove any  director,  with or
without  cause,  by the  affirmative  vote of the  holders of a majority  of the
shares then entitled to vote at an election of directors.  The Holdings  By-laws
provide  that  directors  may be removed  with or  without  cause by vote of the
stockholders.

     Under New York law, (i) shareholders may remove any director for cause, and
the  certificate or provision of a by-law adopted by the  shareholders  may give
the board  such  right;  (ii) if the  certificate  or the  by-laws  so  provide,
shareholders may remove directors without cause; and (iii) an action to remove a
director for cause may be brought by the  attorney-general  or by the holders of
ten percent of the outstanding shares,  whether or not entitled to vote. Neither
the Omnicom  Certificate nor the Omnicom By-Laws permit the removal of directors
other than for cause.

Vacancies On The Board

     Under  Delaware  law,  unless  otherwise  provided  in the  certificate  of
incorporation or the by-laws, the board of directors may fill any vacancy on the
board including vacancies resulting from an increase in the number of directors.
Under the Holdings  By-laws,  vacancies  on the Board for any reason  (including
vacancies  resulting  from an  increase in the number of  directors)  except the
removal of  directors by  stockholders  (which may only be filled by vote of the
stockholders)  may be  filled by vote of a  majority  of the  directors  then in
office. A director elected to fill a vacancy shall be elected to hold office for
the unexpired term of his predecessor.

     Under New York law, newly created directorships  resulting from an increase
in the number of directors and  vacancies  occurring in the board for any reason
except  the  removal  of  directors  without  cause may be filled by vote of the
board.  However,  the certificate of  incorporation  or by-laws may provide that
such newly  created  directorships  or vacancies are to be filled by vote of the
shareholders.  Unless the certificate of incorporation or the specific provision
of a  by-law  adopted  by the  shareholders  provide  that  the  board  may fill
vacancies  occurring in the board by reason of the removal of directors  without
cause, such vacancies may be filled only by vote of the shareholders. A director
elected to fill a vacancy, unless elected by the shareholders,  will hold office
until the next meeting of  shareholders at which the election of directors is in
the regular  order of business and until his or her  successor  has been elected
and qualified. The Omnicom By-laws provide that any vacancy in the Omnicom Board
may  be  filled  by a  majority  vote  of  the  remaining  directors  or by  the
shareholders.

Classification of the Board of Directors

     Holdings' Board of Directors is not classified into classes.

     Omnicom's  Certificate of  Incorporation  provides that directors are to be
classified into three classes,  which are to hold office in staggered three-year
terms.

Books and Records; Inspection

     Under Delaware law, any person who is a shareholder of record has the right
to examine,  for any  purpose  reasonably  relating to his or her  interest as a
shareholder,  the minutes of a corporation and the right to receive upon request
certain financial statements of the corporation.

     Under New York law, only shareholders of record for at least six months and
any person or the  authorized  agent of any  person or persons  holding at least
five  percent of any class of the  outstanding  shares have the right to examine
the  minutes of a  corporation  and the right to receive  upon  request  certain
financial  statements of the  corporation.  Under the federal  securities  laws,
shareholders  of  Omnicom  receive  financial  information   substantially  more
extensive than that required under New York law.

Amendments of the Certificate of Incorporation

     Under  Delaware  law, an  amendment  to the  certificate  of  incorporation
proposed by the board of directors requires an affirmative vote of a majority of
the  outstanding  stock  entitled  to  vote  thereon,  and  a  majority  of  the
outstanding stock of each class entitled to vote as a class thereon.  Whether or
not entitled by the charter,  the holders of the  outstanding  shares of a class


                                       53
<PAGE>

are entitled to vote as a class on a charter  amendment if the  amendment  would
increase or decrease the aggregate number of authorized  shares of such class or
adversely  affect the powers,  preferences or special  rights of such class.  In
addition,  the Holdings  Certificate  specifically  requires the approval of the
holders of a majority  of the shares of Class A Common  Stock  (excluding  those
shares  originally issued to Morgan Capital  Corporation)  voting separately for
any amendment to the Holdings Certificate which adversely affects their rights.

     Under  New  York  law,  an  amendment  or  change  of  the  certificate  of
incorporation  may be authorized  by vote of the Board,  followed by vote of the
holders  of a majority  of all  outstanding  shares  entitled  to vote  thereon.
Certain  categories  of  amendments  which  adversely  affect  the rights of any
holders of shares of a class or series of stock require the affirmative  vote of
the  holders of a majority  of all  outstanding  shares of such class or series,
voting separately.  The Omnicom Certificate  requires the affirmative vote of 66
2/3% of the voting power of all outstanding shares of voting stock of Omnicom in
order to amend or repeal the provisions of the Omnicom  Certificate  setting the
number of directors  constituting the entire Board of Directors and dividing the
directors into classes, and absolving directors from personal liability pursuant
to Section 719 of the NYBCL.

Amendments to By-Laws

     Under  Delaware law, the by-laws of a corporation  generally may be amended
or repealed by the  affirmative  vote of the holders of a majority of the shares
entitled to vote thereon. As permitted by the DGCL, the Holdings By-laws provide
that the  Holdings  By-laws may be made,  altered or  repealed  by the  Holdings
Board.  Any By-law  adopted by the Holdings  Board may be amended or repealed by
the stockholders entitled to vote thereon. In addition, the Holdings Certificate
specifically requires the approval of the holders of a majority of the shares of
Class A Common Stock (excluding those shares originally issued to Morgan Capital
Corporation)  voting  separately for any amendment to the Holdings By-laws which
adversely affects their rights.

     Under New York law,  except as  otherwise  provided in the  certificate  of
incorporation,  by-laws  may be  amended,  repealed or adopted by the holders of
shares entitled to vote in the election of any director. When so provided in the
certificate of  incorporation or a by-law adopted by the  shareholders,  by-laws
may also be  amended,  repealed  or  adopted by the board by such vote as may be
therein  specified,  which may be greater than the vote otherwise  prescribed by
law,  but any by-law  adopted by the board may be  amended  or  repealed  by the
shareholders  entitled  to  vote  thereon.   Under  the  terms  of  the  Omnicom
Certificate and Omnicom  By-laws,  Omnicom  By-laws may be amended,  repealed or
adopted  only by the  affirmative  vote of at least 66 2/3% of the total  voting
power of all outstanding shares of voting stock of Omnicom.

Dividends and Distributions

     Delaware law permits the payment of dividends on capital stock,  subject to
any  restrictions  contained  in  the  certificate  of  incorporation,  out of a
corporation's  surplus (the excess of net assets over capital) or, in case there
is no surplus,  out of net profits for the current and/or preceding fiscal year.
If the  capital of the  corporation  is  diminished  to an amount  less than the
aggregate  amount of  capital  represented  by the  outstanding  stock  having a
preference on the distribution of assets, then dividends may not be declared and
paid out of such net  profits  until the  deficiency  in the  amount of  capital
represented  by the shares  having a preference  on the  distribution  of assets
shall have been  repaired.  The Holdings  Certificate  provides that unless full
cumulative  dividends on the Holdings Preferred Stock have been paid or declared
in full and sums set  aside  for  their  payment,  no  dividends  may be paid or
declared on the Class A Common  Stock or Class B Common  Stock.  The Amended and
Restated  Credit  Agreement  prohibits  the  payment  of  dividends  other  than
dividends paid in shares.

     Under  New  York  law,   dividends  may  be  declared  or  paid  and  other
distributions  may be made out of  surplus  only,  so that the net assets of the
corporation  remaining after such  declaration,  payment or distribution must at
least equal the amount of its stated  capital.  When any dividend is paid or any
other  distribution  is made from sources other than earned  surplus,  a written
notice must accompany such payment or  distribution  as provided by the NYBCL. A
corporation  may declare and pay  dividends or make other  distributions  except
when currently the  corporation is insolvent or would thereby be made insolvent,
or when the  declaration,  payment  or  distribution  would be  contrary  to any
restrictions contained in the corporation's certificate of incorporation.


                                       54
<PAGE>

State Takeover Legislation

     Section 203 of the DGCL prohibits a publicly held Delaware corporation from
engaging in a "business  combination"  with an  "interested  stockholder"  for a
period  of  three  years  after  the  date  such  person  became  an  interested
stockholder,  unless (i) prior to such date,  the  business  combination  or the
transaction which resulted in the stockholder becoming an interested stockholder
is approved by the board of directors of the corporation, (ii) upon consummation
of the  transaction  which  resulted in the  stockholder  becoming an interested
stockholder,  the interested  stockholder  owned at least 85% of the outstanding
voting  stock  of the  corporation  outstanding  at  the  time  the  transaction
commenced,  or (iii) on or after such date the business  combination is approved
by the board of directors of the corporation and by the affirmative vote, not by
written  consent,  of at least 66 2/3% of the voting stock which is not owned by
the  interested   stockholder.   A  "business   combination"  includes  mergers,
consolidations,  asset transfers (including any sale, lease, exchange, mortgage,
pledge or other  disposition  of assets) and other  transactions  resulting in a
financial benefit to the interested stockholder.  An "interested stockholder" is
a  person  who (i)  owns  15% or more of the  outstanding  voting  stock  of the
corporation  or (ii) is an affiliate or associate of a  corporation  and was the
owner of 15% or more of the outstanding voting stock at any time within the past
three years.

     The NYBCL prohibits any business  combination (defined to include a variety
of transactions,  including  mergers,  consolidations,  sales or dispositions of
assets, issuances of stock,  liquidations,  reclassifications and the receipt of
certain  benefits from the  corporation,  including  loans or guarantees)  with,
involving or proposed by any interested  shareholder  (defined  generally as any
person who, (i)  directly or  indirectly,  beneficially  owns 20% or more of the
outstanding  voting stock of a resident domestic New York corporation or (ii) is
an affiliate or associate of such resident domestic  corporation and at any time
within the past five years was a beneficial  owner of 20% or more of such stock)
for a period of five years  after the date on which the  interested  shareholder
became  such.  After  such  five-year  period a business  combination  between a
resident  domestic  New York  corporation  and such  interested  shareholder  is
prohibited  unless either  certain "fair price"  provisions are complied with or
the business  combination  is approved by a majority of the  outstanding  voting
stock not beneficially owned by such interested shareholder or its affiliates or
associates.  The NYBCL exempts from its  prohibitions  any business  combination
with an interested shareholder if such business combination,  or the purchase of
stock by the interested shareholder that caused such shareholder to become such,
is  approved  by the  board  of  directors  of the  resident  domestic  New York
corporation prior to the date on which the interested shareholder becomes such.

     Section  203 of the DGCL does not apply to  Holdings,  as Holdings is not a
publicly held corporation as defined by the DGCL. Under the NYBCL,  corporations
may opt to not be governed by the statute; Omnicom has not so elected.

Business Combinations

     Generally,  under  the  DGCL,  the  affirmative  vote of the  holders  of a
majority of the outstanding shares entitled to vote on the matter is required to
approve mergers,  consolidations,  and any sales,  leases or exchanges of all or
substantially  all of the  assets of a  corporation.  The  Holdings  Certificate
requires in addition  the approval of the holders of a majority of the shares of
Class A Common Stock (excluding the shares  originally  issued to Morgan Capital
Corporation)  voting  separately  as a class  for  any  such  transactions.  The
Holdings  Certificate further provides that this requirement shall not prevent a
merger,  consolidation or asset sale if the consideration  received by Holdings,
its  subsidiaries  and holders of shares of Class A Common Stock consists solely
of cash or freely tradeable registered securities or a combination thereof.

     Under the NYBCL,  the affirmative  vote of the holders of two-thirds of all
outstanding  shares of stock of a New York corporation  entitled to vote thereon
is  required  to approve  mergers  and  consolidations,  and for sales,  leases,
exchanges  or other  dispositions  of all or  substantially  all the assets of a
corporation, if not made in the usual or regular course of the business actually
conducted by such corporation.

Rights of Dissenting Shareholders

     Delaware law grants appraisal  rights to any stockholder  opposing a merger
or consolidation  (except that it restricts the appraisal rights of shareholders
of the merging domestic corporation which is to be the surviving  corporation by
eliminating appraisal rights for such shareholders if the merger did not require
for  its  approval  the  vote  of the  holders  of the  surviving  corporation).


                                       55
<PAGE>

Accordingly,  a dissenting  shareholder  is entitled to receive in cash the fair
value of his shares as determined by the Delaware Court of Chancery in the event
the merger or consolidation is consummated.

     Shareholders of a New York  corporation  have the right to dissent not only
in the  context of a merger or  consolidation,  but also in the event of certain
amendments or changes to the certificate of  incorporation  adversely  affecting
their  shares,  certain  sales,  exchanges  or  other  dispositions  of  all  or
substantially all of the corporation's assets and certain share exchanges.

Indemnification of Directors, Officers and Employees

     Section 145 of the DGCL generally  provides that a corporation  may, and in
certain circumstances,  must, indemnify any person who is or was threatened with
any action,  suit or proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of such corporation for expenses, judgments
or  settlements  actually and  reasonably  incurred by such person in connection
with suits and other legal  action or  proceedings  if such person acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe their conduct was unlawful.
The determination of whether a director,  officer, employee or agent has met the
applicable  standard  of conduct  is made (i) by a majority  vote of a quorum of
directors not party to the action, suit or proceeding, or (ii) by an independent
legal  counsel in a written  opinion if a quorum of  disinterested  directors is
unobtainable  or if the  disinterested  directors  so  direct  or  (iii)  by the
shareholders.  In the case of shareholder  derivative suits, the corporation may
indemnify  any  person  who  is or was  threatened  with  any  action,  suit  or
proceeding  by reason of the fact that he or she is or was a director,  officer,
employee or agent if such  person  acted in good faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been  adjudged  liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which the action was brought  determined upon application that, in view
of all the  circumstances  of the case,  the  person is  fairly  and  reasonably
entitled to indemnity for such expenses as the court deems proper. The DGCL also
permits a corporation to adopt  procedures for advancing  expenses to directors,
officers  and  others  without  the need  for a  case-by-case  determination  of
eligibility,  so long as in the case of officers and directors they undertake to
repay the amounts  advanced if it is ultimately  determined  that the officer or
director  was not  entitled to be  indemnified.  The  aforementioned  provisions
relating to indemnification  and advancement of expenses are not exclusive and a
corporation may provide  additional rights to those seeking  indemnification  or
advancement of expenses.  The Holdings  Certificate provides for indemnification
of directors,  officers,  employees and agents to the fullest extent  authorized
under the DGCL. The Holdings  Certificate  also  authorizes  the  advancement of
expenses relating to actions for which such persons may be indemnified.

     Under  Section 722 of the NYBCL,  a  corporation  may  indemnify any person
made, or threatened to be made, a party to any action or proceeding,  except for
shareholder  derivative  suits,  by  reason  of the  fact  that  he or she was a
director or officer of the corporation,  provided such director or officer acted
in good faith for a purpose  which he or she  reasonably  believed  to be in the
best interests of the corporation and, in criminal proceedings, in addition, had
no reasonable  cause to believe his or her conduct was unlawful.  In the case of
shareholder derivative suits, the corporation may indemnify any person by reason
of the fact that he or she was a director or officer of the corporation if he or
she acted in good faith for a purpose which he or she reasonably  believed to be
in the best interests of the corporation,  except that no indemnification may be
made in respect of (i) a threatened action, or a pending action which is settled
or otherwise  disposed  of, or (ii) any claim,  issue or matter as to which such
person has 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,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

     The  indemnification  described  above under the NYBCL is not  exclusive of
other  indemnification  rights to which a director or officer  may be  entitled,
whether  contained in the  certificate  of  incorporation  or by-laws,  or, when
authorized  by  (i)  such  certificate  of  incorporation  or  by-laws,  (ii)  a


                                       56
<PAGE>

resolution  of  shareholders,  (iii)  a  resolution  of  directors,  or  (iv) an
agreement providing for such  indemnification,  provided that no indemnification
may be made to or on behalf of any  director  or officer if a judgment  or other
final  adjudication  adverse to the director or officer  establishes that his or
her acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

     Any  person  who has been  successful  on the  merits or  otherwise  in the
defense  of a civil  or  criminal  action  or  proceeding  will be  entitled  to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraphs  may be made only if  authorized  in the specific case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct (i) by the disinterested  directors if a quorum is available, or (ii) in
the event a quorum of disinterested  directors is not available or so directs by
either (A) the board upon the written opinion of independent  legal counsel,  or
(B) by the shareholders.

     The Omnicom By-laws provide that Omnicom shall provide  indemnification  to
its directors and officers in respect of claims,  actions,  suits or proceedings
based  upon,  arising  from,  relating to or by reason of the fact that any such
director or officer  serves or served in such  capacity  with  Omnicom or at the
request  of Omnicom  in any  capacity  with any other  enterprise,  and  permits
Omnicom to  indemnify  others  and to advance  expenses  to the  fullest  extent
permitted by law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted  to  directors,  officers  or persons  controlling  Omnicom or
Holdings  pursuant to the foregoing  provisions,  Omnicom and Holdings have been
informed that in the opinion of the SEC such  indemnification  is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Limitation of Personal Liability of Directors

     Section  102 (b) (7) of the DGCL  permits a  corporation  to include in its
certificate  of  incorporation  a provision  that would  eliminate a  director's
monetary  liability  for  breaches of his  fiduciary  duty in a lawsuit by or on
behalf of the corporation or in an action by  stockholders  of the  corporation,
provided  that such  provision  may not  eliminate  or limit the  liability of a
director (i) for any breach of the director's duty of loyalty,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or stock purchases or
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.  The Holdings  Certificate  contains such a provision
providing for the limitation of liability of directors for monetary  damages for
breach of fiduciary  duty as a director to the fullest  extent  permitted by the
DGCL.

     Section  402(b) of the NYBCL provides that a  corporation's  certificate of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability of directors to the  corporation or its  shareholders  for damages for
any breach of duty in such capacity. However, no such provision can eliminate or
limit  (i)  the  liability  of  any  director  if  a  judgment  or  other  final
adjudication  adverse to such director  establishes that such director's acts or
omissions  were in bad faith,  or involved  intentional  misconduct or a knowing
violation  of law, or that the  director  personally  gained in fact a financial
profit or other  advantage to which such  director  was not legally  entitled or
that the director's  acts violated  certain  provisions of the NYBCL or (ii) the
liability of any director for any act or omission  prior to the adoption of such
a provision in the certificate of incorporation.

     The  Omnicom  Certificate  provides  that no director  shall be  personally
liable to Omnicom or any of its  shareholders for damages for any breach of duty
as a director,  except for  liability  resulting  from a judgment or other final
adjudication  adverse to the  director (i) for acts or omissions in bad faith or
which involve intentional misconduct or a knowing violation of the law, (ii) for
any  transaction  from which the  director  derived a financial  profit or other
advantage to which the director was not legally entitled, or (iii) under Section
719 of the NYBCL.

                                 LEGAL MATTERS

     The  validity  of the  shares  of  Omnicom  Common  Stock to be  issued  in
connection  with the  Acquisition  will be  passed on by Davis &  Gilbert,  1740
Broadway, New York, New York 10019, counsel to Omnicom.


                                       57
<PAGE>

                                    EXPERTS

     The  consolidated  financial  statements  and  schedules of Omnicom and its
subsidiaries incorporated by reference in this Prospectus/Information  Statement
and the Registration Statement of which this Prospectus/Information Statement is
a  part,  have  been  audited  by  Arthur  Andersen,   LLP  independent   public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

     The  consolidated  balance  sheets as of October 31, 1994 and 1993, and the
consolidated statements of operations,  stockholders deficit, and cash flows for
each of the  three  years in the  period  ended  October  31,  1994 of  Holdings
contained  in  this   Prospectus/Information   Statement  and  the  Registration
Statement  of which this  Prospectus/Information  Statement  is a part have been
audited by  Coopers & Lybrand  LLP, independent  certified public accountants as
indicated in their report,  which includes an explanatory  paragraph  concerning
Holding's  ability to continue as a going  concern,  and are included  herein in
reliance upon the authority of that firm as experts in accounting and auditing.


                                       58
<PAGE>

                     INDEX TO HOLDINGS FINANCIAL STATEMENTS

                                                                          Page
                                                                          ----
Report of Independent Accountants ....................................     F-1

Consolidated Balance Sheets as of October 31, 1994 and 1993 (audited)      F-2

Consolidated Statements of Operations for the years ended
   October 31, 1994, 1993 and 1992 (audited) .........................     F-3

Consolidated Statements of Stockholders' Equity (Deficit)
   for the years ended October 31, 1994, 1993 and 1992 (audited) .....     F-4

Consolidated Statements of Cash Flows for the years ended
   October 31, 1994, 1993 and 1992 (audited) .........................     F-5

Notes to Consolidated Financial Statements (audited) .................     F-6

Consolidated Condensed Balance Sheets as of January 31, 1995
  and 1994 (unaudited) ...............................................     F-15 

Consolidated Condensed Statements of Operations for the three
  months ended January 31, 1995 and 1994 (unaudited) .................     F-17 

Consolidated Condensed Statements of Cash Flows for the three months
  ended January 31, 1995 and 1994 (unaudited) ........................     F-18 

Notes to Consolidated Condensed Financial Statements (unaudited) .....     F-19 

                                    
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors
Chiat/Day Holdings, Inc.

     We have audited the accompanying  consolidated  balance sheets of Chiat/Day
Holdings, Inc. and Subsidiaries as of October 31, 1994 and 1993, and the related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows for each of the three years in the period ended  October 31,  1994.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position of Chiat/Day
Holdings,  Inc.  and  Subsidiaries  as of  October  31,  1994 and 1993,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended  October 31, 1994 in conformity  with  generally
accepted accounting principles.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming the Company will continue as a going  concern.  As discussed in Note 1,
the Company's debt under its Senior Note and Senior  Subordinated  Note totaling
$18,750,000  is due in  1995,  which  combined  with  its  working  capital  and
stockholders'  deficits at October 31, 1994, raises  substantial doubt about the
Company's ability to continue as a going concern.  Management's plans as to this
matter are  discussed  in Note 1. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


Coopers & Lybrand LLP

Sherman Oaks, California
April 7, 1995, except for Note 10
as to which the date is
June 7, 1995



                                      F-1
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                           October 31, 1994 and 1993

<TABLE>
<CAPTION>
                                                      ASSETS                                      1994            1993
                                                                                              ------------    ------------
<S>                                                                                           <C>             <C> 
Current assets:        
   Cash and cash equivalents ..............................................................   $  5,831,000    $  3,393,000
   Receivables:
     Client accounts receivable ...........................................................     57,468,000      46,324,000
     Expenditures billable to clients .....................................................     16,746,000      10,704,000
     Notes and other receivables ..........................................................        375,000         861,000
     Income taxes receivable ..............................................................        894,000         774,000
     Notes receivable from employees ......................................................      1,158,000         852,000
     Less--allowance for doubtful accounts ................................................     (4,007,000)     (2,218,000)
                                                                                              ------------    ------------
                                                                                                72,634,000      57,297,000
   Prepaid expenses and other .............................................................        736,000       1,292,000
                                                                                              ------------    ------------
           Total current assets ...........................................................     79,201,000      61,982,000
                                                                                              ------------    ------------
Fixed assets, at cost:
   Furniture and fixtures .................................................................      3,211,000       1,134,000
   Office equipment .......................................................................      4,760,000       4,913,000
   Leasehold improvements .................................................................      9,227,000       6,578,000
   Construction in progress ...............................................................           --           250,000
                                                                                              ------------    ------------
                                                                                                17,198,000      12,875,000
   Less--accumulated depreciation and amortization ........................................     (5,999,000)     (5,375,000)
                                                                                              ------------    ------------
                                                                                                11,199,000       7,500,000
                                                                                              ------------    ------------
Other assets:
   Notes receivable .......................................................................      3,201,000         281,000
   Other ..................................................................................      2,476,000       5,108,000
                                                                                              ------------    ------------
                                                                                                 5,677,000       5,389,000
                                                                                              ------------    ------------
                                                                                              $ 96,077,000    $ 74,871,000
                                                                                              ============    ============

                                            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Current portion of long-term debt ......................................................   $ 18,750,000    $     64,000
   Accounts payable and advanced billings .................................................    112,094,000      96,018,000
   Other accrued liabilities ..............................................................     12,139,000      13,397,000
   Bank overdraft .........................................................................          --          8,625,000
   Income tax payable .....................................................................      1,180,000          15,000
                                                                                              ------------    ------------
           Total current liabilities ......................................................    144,163,000     118,119,000
                                                                                              ------------    ------------
Long-term debt, net of current portion ....................................................     10,448,000      20,697,000
Other non-current liabilities .............................................................     12,800,000      15,433,000

Redeemable preferred stock, cumulative, $.01 par value; 200,000 shares
   authorized; issued--140,718 in 1994 and 121,218 in 1993;
   liquidation value of $14,072,000 at October 31, 1994 ...................................     14,072,000      12,122,000

Stockholders' equity (deficit):
  Class A common stock, $.01 par value; 75,000,000 shares authorized;
     issued--16,749,344 in 1994 and 1993 ..................................................        167,000         167,000
   Class B common stock, $.01 par value; 200,000,000 shares authorized; issued
     --40,190,305 in 1994 and 41,015,305 in 1993 ..........................................        402,000         410,000
   Additional paid-in capital .............................................................     26,288,000      26,280,000
   Foreign currency translation adjustment ................................................       (373,000)       (496,000)
   Accumulated deficit ....................................................................   (107,616,000)   (113,587,000)
                                                                                              ------------    ------------
                                                                                               (81,132,000)    (87,226,000)
Less--treasury stock at cost; 3,222,075 Class A common shares and 196,840
   Class B common shares in 1994 and 1993 .................................................     (4,274,000)     (4,274,000)
                                                                                              ------------    ------------
           Total stockholders' equity (deficit) ...........................................    (85,406,000)    (91,500,000)
                                                                                              ------------    ------------
                                                                                              $ 96,077,000    $ 74,871,000
                                                                                              ============    ============
</TABLE>

                See notes to consolidated financial statements.



                                      F-2
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended October 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>



                                                      1994             1993            1992
                                                -------------    -------------    -------------
<S>                                             <C>              <C>              <C>          
Fee and commission income ...................   $  89,277,000    $  97,198,000    $ 106,013,000

Costs and expenses:
   Salaries and employee benefits ...........      50,976,000       52,817,000       56,013,000
   Selling, general and administrative ......      27,000,000       36,408,000       36,160,000
   Restructuring costs ......................            --         25,848,000             --   
   Loss from operations of foreign subsidiary            --            637,000           12,000
   Gain on sale of foreign subsidiary .......            --         (3,504,000)            --   
   Other, net ...............................         141,000        1,866,000        3,236,000
                                                -------------    -------------    -------------
                                                   78,117,000      114,072,000       95,421,000

           Operating profit (loss) ..........      11,160,000      (16,874,000)      10,592,000

Interest income (expense):
   Interest expense .........................      (4,678,000)      (4,585,000)      (7,517,000)
   Interest income ..........................       1,091,000          769,000        1,087,000
                                                -------------    -------------    -------------
                                                   (3,587,000)      (3,816,000)      (6,430,000)
Income (loss) before income tax provision and
   extraordinary item .......................       7,573,000      (20,690,000)       4,162,000

Income tax provision ........................       1,602,000          855,000        2,337,000
                                                -------------    -------------    -------------
   Income (loss) before extraordinary item ..       5,971,000      (21,545,000)       1,825,000

Extraordinary item:
   Utilization of loss carryforwards ........            --               --          1,582,000
                                                -------------    -------------    -------------
   Net income (loss) ........................   $   5,971,000    ($ 21,545,000)   $   3,407,000
                                                =============    =============    =============

</TABLE>
                See notes to consolidated financial statements.


                                      F-3


<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
              For the Years Ended October 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>

                                                 Number                                                                 
                                                Of Shares      Common       Common       Additional                       
                                                 Common        Stock        Stock         Paid-In          Treasury       
                                                  Stock        Class A      Class B       Capital            Stock        
                                               ----------     --------      --------     -----------        ----------     
<S>                                            <C>            <C>           <C>           <C>              <C>             
Balance, October 31, 1991 ...................  58,984,566     $168,000      $456,000      $6,156,000       ($4,274,000)    
Relinquishment and retirement of
  Common  Stock - Class B ...................  (1,800,000)                   (18,000)         18,000
Adjustment for foreign subsidiary
  held for disposition ......................                                                                               
Foreign currency translation adjustment .....                                                                              
Net income for the year ended
  October 31, 1992 ..........................                                                                              
                                               ----------     --------      --------     -----------        ----------    
Balance, October 31, 1992 ...................  57,184,566      168,000       438,000       6,174,000        (4,274,000)  
Repurchase of Common Stock - Class A ........     (73,832)
Retirement of Common Stock - Class A ........                   (1,000)                        1,000
Repurchase of Common Stock - Class B ........    (765,000)                    (8,000)       (340,000)                            
Relinquishment and retirement of
  Common Stock - Class B ....................  (2,000,000)                   (20,000)         20,000
Conversion of Junior Subordinated Notes .....                                             20,425,000                          
Foreign currency translation adjustment .....                                                                             
Net (loss) for the year 
  ended October 31, 1993 ....................                                                                             
                                               ----------     --------      --------     -----------        ----------     
Balance, October 31, 1993 ...................  54,345,734      167,000       410,000      26,280,000        (4,274,000)    
Relinquishment and retirement of
  Common Stock - Class B ....................    (825,000)                    (8,000)          8,000
Foreign currency translation adjustment .....                                                                               
Net income for the year 
  ended October 31, 1994 ....................                                                                                  
                                               ----------     --------      --------     -----------        ----------       
Balance, October 31, 1994 ...................  53,520,734     $167,000      $402,000     $26,288,000       ($4,274,000)       
                                               ==========     ========      ========     ===========        ==========       
</TABLE>

<TABLE>
<CAPTION>
                                                 Foreign
                                                Currency
                                               Translation      Accumulated
                                                Adjustment        Deficit             Total
                                                 --------       ------------       -----------
<S>                                            <C>             <C>               <C>          
Balance, October 31, 1991 ...................  ($482,000)      ($95,449,000)     ($93,425,000)
Relinquishment and retirement of
  Common  Stock - Class B ...................
Adjustment for foreign subsidiary
  held for disposition ......................    237,000                              237,000
Foreign currency translation adjustment .....    103,000                              103,000
Net income for the year ended
  October 31, 1992 ..........................                     3,407,000         3,407,000
                                                --------       ------------       -----------
Balance, October 31, 1992 ..................    (142,000)       (92,042,000)      (89,678,000)
Repurchase of Common Stock - Class A ........
Retirement of Common Stock - Class A ........ 
Repurchase of Common Stock - Class B ........                                        (348,000)
Relinquishment and retirement of
  Common Stock - Class B ....................
Conversion of Junior Subordinated Notes .....                                      20,425,000
Foreign currency translation adjustment .....   (354,000)                            (354,000)
Net (loss) for the year 
  ended October 31, 1993 ....................                   (21,545,000)      (21,545,000)
                                                --------       ------------       -----------
Balance, October 31, 1993 ...................   (496,000)      (113,587,000)      (91,500,000)
Relinquishment and retirement of
  Common Stock - Class B .................... 
Foreign currency translation adjustment .....    123,000                              123,000
Net income for the year 
  ended October 31, 1994 ....................                     5,971,000         5,971,000
                                                --------       ------------       -----------
Balance, October 31, 1994 ...................  ($373,000)     ($107,616,000)     ($85,406,000)
                                                ========       ============       ===========
</TABLE>

                See notes to consolidated financial statements.

                                      F-4

<PAGE>


                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended October 31, 1994, 1993 and 1992
                              
<TABLE>
<CAPTION>

                                                                    1994             1993            1992
                                                               -------------    -------------    -------------
<S>                                                            <C>              <C>              <C>
 Cash flows from operating activities:          
   Net income (loss) .......................................   $   5,971,000    ($ 21,545,000)   $   3,407,000
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
     Depreciation and amortization .........................       2,831,000        4,773,000        5,049,000
     Gain on disposition of foreign subsidiary and
        sale of certain assets .............................            --         (3,504,000)        (743,000)
     Provision for losses on receivables ...................       1,789,000        2,057,000          219,000
     Amortization of discount on long-term debt ............          10,000          593,000          800,000
     Increase in interest payable ..........................         891,000          418,000        2,531,000
     Contribution of preferred stock to profit sharing plan          575,000          450,000          900,000
     Preferred stock dividends issued to profit sharing plan       1,375,000        1,127,000          929,000
     Restructuring provision ...............................            --         24,582,000             --   
     Change in assets and liabilities:
       (Increase) decrease in receivables ..................     (17,126,000)      11,135,000      (34,425,000)
       Decrease (increase) in prepaid expenses and other ...         556,000         (176,000)          41,000
       Increase (decrease) in accounts payable and
          advanced billings ................................      16,076,000       (8,459,000)      25,634,000
       (Decrease) increase in other accrued liabilities ....      (1,408,000)      (3,568,000)       2,012,000
       Cash provided (used) by foreign subsidiary held
          for disposition ..................................            --          1,723,000       (2,127,000)
       Increase (decrease) in income taxes payable .........       1,165,000         (545,000)        (200,000)
       (Decrease) increase in deferred income taxes ........            --            (25,000)          25,000
       (Decrease) increase in other noncurrent liabilities .      (2,633,000)        (683,000)         948,000
                                                               -------------    -------------    -------------
           Total adjustments ...............................       4,101,000       29,898,000        1,593,000
                                                               -------------    -------------    -------------
           Net cash provided by operating activities .......      10,072,000        8,353,000        5,000,000
                                                               -------------    -------------    -------------
Cash flows from investing activities:
   Purchases of fixed assets, net of retirements ...........      (5,615,000)        (882,000)        (374,000)
   (Increase) decrease in other assets .....................      (1,202,000)       1,523,000          125,000
   Cash used by foreign subsidiary held for diposition,
      including $9,850,000 of cash included in net
      liabilities of foreign subsidiary held for disposition            --               --        (10,446,000)
                                                               -------------    -------------    -------------
           Net cash (used) provided by investing activities       (6,817,000)         641,000      (10,695,000)
                                                               -------------    -------------    -------------
Cash flows from financing activities:
   (Decrease) increase in bank overdraft ...................      (8,625,000)       8,625,000             --   
   Debt borrowings (repayments) ............................       7,685,000      (16,057,000)      (6,052,000)
   Repurchase of Chiat/Day Holdings, Inc. stock ............            --           (348,000)            --   
   Cash used by foreign subsidiary held for disposition ....            --               --           (923,000)
                                                               -------------    -------------    -------------
          Net cash (used) in financing activities ..........        (940,000)      (7,780,000)      (6,975,000)
                                                               -------------    -------------    -------------
Effect of exchange rate changes on cash ....................         123,000          354,000         (535,000)
                                                               -------------    -------------    -------------
Net increase (decrease) in cash and cash equivalents .......       2,438,000        1,568,000      (13,205,000)
Cash and cash equivalents, beginning of year ...............       3,393,000        1,825,000       15,030,000
                                                               -------------    -------------    -------------
Cash and cash equivalents, end of year .....................   $   5,831,000    $   3,393,000    $   1,825,000
                                                               =============    =============    =============
Supplemental disclosure of cash flow information:
  (excluding foreign subsidiary amounts):
   Cash paid during the year for:
     Interest ..............................................   $   2,475,000    $   2,507,000    $   3,155,000
                                                               =============    =============    =============
     Income taxes ..........................................   $     279,000    $   1,820,000    $   1,365,000
                                                               =============    =============    =============
</TABLE>

                See notes to consolidated financial statements.


                                      F-5
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Summary Of Significant Accounting Policies:

Line Of Business:

     Chiat/Day Holdings, Inc. (the "Company") is a holding company that directly
or indirectly  owns 100% of the common stock of companies  (including  Chiat/Day
inc. Advertising ["Advertising"] and Venice Holdings Pty. Limited ["Mojo"]) that
collectively  are  known  as  "Chiat/Day"  (see  Notes 2 and 8).  The  Company's
principal line of business includes planning and creating advertising  campaigns
for  clients,  placing ads with  various  media  (including  television,  radio,
newspaper and magazines), and providing marketing consultation,  market research
and production  services.  Chiat/Day also provides  public  relations and direct
marketing  services.  The Company's  clients operate in a broad range of product
industries  throughout  the world.  Credit is  extended  to clients  based on an
evaluation of each client's financial condition, and generally collateral is not
required.  Credit  losses,  if any,  have  been  generally  provided  for in the
financial   statements   and  have   been   consistently   within   management's
expectations.

Basis Of Presentation:

     The Company's  consolidated financial statements have been presented on the
basis that the Company will continue as a going concern,  which contemplates the
realization of assets and the  satisfaction  of liabilities in the normal course
of  business.  As  discussed  in Note 5, the  Company's  Senior  Note and Senior
Subordinated Notes are due in 1995.

     In February 1995 the Company  reached an agreement in principal to sell the
assets and assign the  liabilities of its businesses  (see Note 10). If the sale
does  not  occur,  the  Company  will  have  to  pursue  alternative   financing
arrangements to meet its current debt obligations.

Principles Of Consolidation:

     The consolidated  financial  statements include the accounts of the Company
and all of its  subsidiaries.  All  significant  intercompany  transactions  and
balances have been eliminated.

Fees, Commissions and Costs:

      The principal sources of advertising revenues are commissions and fees for
the production and placement of  advertisements  in television,  radio and print
media.  Revenue earned from television and radio media is recognized on the date
of broadcast.  Revenue earned from advertising production is recognized as costs
are  incurred.  Generally,   commission  revenue  earned  from  print  media  is
recognized  on the space  closing date (the date upon which the  advertiser  has
made a binding  commitment to the  publication to run an  advertisement)  of the
related publications.

     Generally,  revenue  is billed and earned in  accordance  with  contractual
provisions.  For  the  Company's  most  significant  contract,  commissions  are
billable on a sliding scale subject to a maximum annual amount for 1994 and 1993
only.  As of October  31,  1994 and 1993 under this  contract,  the  Company has
recognized  commissions  earned of 78% and 78% for the contract  period April 1,
1994  through  March  31,  1995 and  April  1,  1993  through  March  31,  1994,
respectively.

     Revenues  from  other  sources,   including  public  relations  and  direct
marketing,  are primarily derived from fees for services  rendered.  Fee revenue
earned from these sources is  recognized as services are rendered.  Salaries and
other agency costs are generally expensed as incurred.

     The Company's major client,  Nissan Motor  Corporation,  accounted for 41%,
39% and 38% of  total  revenues  in  1994,  1993  and  1992,  respectively,  and
Infiniti, its division,  accounted for 14% and 10% of total revenues in 1994 and
1993, respectively.


                                      F-6
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.  Summary Of Significant Accounting Policies, Continued:

Fixed Assets:

     Depreciation  and amortization are provided over the estimated useful lives
of the assets using primarily the straight-line  method for financial  reporting
purposes  and  accelerated  depreciation  methods  for tax  reporting  purposes.
Estimated useful lives of these assets are as follows:

   Furniture and fixtures .................................    5-10 years
   Office equipment .......................................    5-10 years
   Leasehold improvements .................................    Lease term

     Gains and losses on sales and  retirements  are  reflected  in Other income
(expense).  Improvements  which  increase  the useful  lives of fixed assets are
capitalized.  Maintenance,  repairs  and  minor  replacements  are  expensed  as
incurred.

Foreign Currency Translation:

     The Company translates the financial statements of its foreign subsidiaries
in accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 52. Assets and  liabilities  reported in the  consolidated  balance
sheet have been  translated  at the current  rates of exchange as of October 31,
1994 and 1993. Revenues and expenses reported in the consolidated  statements of
operations  have been translated  using the average  exchange rates during 1994,
1993 and 1992.  Resulting  translation  adjustments  have been excluded from the
consolidated  statements of operations and are reported in a separate  component
of stockholders' equity (deficit).

     Gains and losses resulting from foreign  currency  transactions are charged
to other income  (expense)  as incurred  and were not material in 1994,  1993 or
1992.

Income Taxes:

     Effective  November 1, 1993, the Company adopted the provisions of SFAS No.
109 which  requires  recognition  of  deferred  tax assets and  liabilities  for
temporary differences and net operating loss (NOL) and tax credit carryforwards.
Under SFAS No. 109,  deferred income taxes are established  based on enacted tax
rates  expected to be in effect when  temporary  differences  are  scheduled  to
reverse and NOL and tax credit  carryforwards  are expected to be utilized.  The
principle  temporary  differences  relate to  restructuring  costs and  employee
bonuses.  Adoption  of SFAS  No.  109  did not  have a  material  impact  on the
Company's financial position or results of operations.

     For years ended 1993 and 1992 the Company  accounted for income taxes under
the requirements of APB Opinion No. 11.

Cash Flows:

      The Company places its temporary cash investments in short-term  financial
instruments and money market funds,  which generally  mature within 90 days. The
Company limits the amount of credit exposure to any one issuer.

     For purposes of reporting  cash flows,  the Company  considers  amounts due
from banks  (including  certificates  of deposit and repurchase  agreements) and
commercial  paper with maturities at date of purchase of three months or less to
be cash equivalents.

Reclassifications

     Certain  reclassifications  have  been  made to the 1993 and 1992  reported
amounts to conform them to the current presentation.


                                      F-7
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.  Foreign Operations:

     The Company's  foreign  divisions and subsidiaries are primarily engaged in
providing  advertising  and related  services.  On February 16, 1993  (effective
January 1, 1993), the Company completed the transfer of the stock of its foreign
subsidiary  to FCB  International,  Inc.  ("FCB")  (see Note 8).  The  financial
results for 1993 and 1992 of this subsidiary are summarized in Note 8.

     Combined  condensed   financial   information  for  foreign  divisions  and
subsidiaries  (excluding the financial results of the subsidiary  transferred to
FCB) is as follows:

                                         1994            1993            1992
                                     -----------     -----------     -----------
Total assets ...................     $16,589,000     $12,926,000     $11,973,000
Total liabilities ..............      12,959,000      11,378,000      14,502,000
Fee and commission income ......      13,674,000      10,574,000      12,905,000

3.  Income Taxes:

     Income (loss) before income tax provision (benefit) and provision (benefit)
for taxes for the years ended October 31, 1994,  1993 and 1992  consisted of the
following:

                                 1994                1993              1992
                              ------------       ------------       ------------
Income (loss) before income
 tax provision:

Domestic .............      $   4,460,000      ($ 23,576,000)      $   3,518,000
International ........          3,113,000          2,886,000             644,000
                            -------------      -------------       -------------
    Totals ...........      $   7,573,000      ($ 20,690,000)      $   4,162,000
                            =============      =============       =============

                                Current            Deferred            Total
                              ------------       ------------       ------------
Provision for taxes:

October 31, 1994:
 Federal ...............      $     35,000               --         $     35,000
 State and local .......           152,000               --              152,000
 Foreign ...............         1,415,000               --            1,415,000
                              ------------       ------------       ------------
                              $  1,602,000               --         $  1,602,000
                              ============       ============       ============
October 31, 1993:
 Federal ...............      $    542,000               --         $    542,000
 State and local .......           277,000               --              277,000
 Foreign ...............            36,000               --               36,000
                              ------------       ------------       ------------
                              $    855,000               --         $    855,000
                              ============       ============       ============
October 31, 1992:
 Federal ...............      $  1,698,000       $     25,000       $  1,723,000
 State and local .......           927,000           (333,000)           594,000
 Foreign ...............            20,000               --               20,000
                              ------------       ------------       ------------
                              $  2,645,000       ($   308,000)      $  2,337,000
                              ============       ============       ============


                                      F-8
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Income Taxes, Continued:

     The Company's  effective income tax rate varied from the statutory  federal
income tax rate as a result of the following factors:

                                              1994        1993          1992
                                              ----        ----          ----
Statutory federal income tax rate ........    35.0%       (34.0)%       34.0%
State and local taxes, net of
   federal benefit .......................     1.3          0.9          9.4
Foreign taxes ............................    18.7          0.2          0.5
Net operating loss .......................    (4.8)         --           --  
Tax credits ..............................   (11.0)         --           -- 
Realization of valuation allowance .......   (26.3)         --           -- 
Preferred stock dividends ................     6.4          1.9          7.6
Alternative minimum tax ..................     0.4          2.6          3.4
Unrealized benefit of net operating
   loss ..................................     --          32.0          --
Extraordinary credit .....................     --           --         (38.0)
Other ....................................     1.4          0.5          1.2
                                              -----         ----        ----
Effective rate ...........................    21.1%         4.1%        18.1%
                                              =====         ====        ====

     The major  components  of the net deferred tax asset as of October 31, 1994
are as follows:

Deferred tax assets:
   Accrued reserves ........................................       $  8,743,000
   Deferred compensation ...................................          5,835,000
   Tax loss/tax credit carryforwards .......................          1,219,000
   Fixed assets and depreciation ...........................            441,000
   Rent ....................................................            329,000
   Other ...................................................          2,150,000
                                                                   ------------
      Total deferred tax assets ...........................          18,717,000
   Valuation allowance .....................................        (18,717,000)
                                                                   ------------
      Net deferred tax asset ..............................        $       --   
                                                                   ============

     A full valuation  allowance has been established as the potential  deferred
tax asset above may not be realized.

     As of October 31, 1994, for income tax purposes,  the Company had state and
foreign net operating loss  carryforwards of approximately $3.1 million and $2.1
million,  respectively,  which will expire during the years 1995-2000. Also, the
Company had $344,000 of AMT credits which can be carried  forward  indefinitely.
U.S. tax rules impose  limitations  on the use of net  operating  losses and tax
credits following certain changes in ownership (See Note 10).

4.  Related-Party Transactions:

     In October 1991,  the Company  moved into new office  facilities in Venice,
California which it leases from Venice Operating  Corporation ("VOC"), a company
owned by the majority  stockholder and certain members of the Board of Directors
of the Company.  In October 1994, VOC sold its office facilities to an unrelated
third party.  Effective  October 17, 1994 the lease with VOC was  terminated and
the Company entered into a new twenty year lease with six consecutive  five-year
renewal options. The Company was assigned a $3,000,000 promissory note by VOC in
satisfaction  of the  return  of the  Company's  security  deposit  and  accrued
interest thereon due from VOC. The note bears interest at 10% per annum and will
be paid to the  Company  when  it  achieves  certain  financial  targets  or the


                                      F-9
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.  Related-Party Transactions, Continued:

property is sold, but no later than October 17, 2014. In 1994, 1993 and 1992 the
Company paid  $2,474,000,  $2,056,000 and $2,018,000,  respectively,  in rent to
VOC. At October 31, 1993,  the Company had  $1,998,000  and $552,000 of security
deposit and accrued interest thereon, respectively, outstanding.

     The  Company  also  has  consulting,   employment,   non-compete  and  loan
agreements with certain members of the Board of Directors and officers.

5.  Long-Term Debt and Redeemable Preferred Stock:

     Long-term debt as of October 31, 1994 and 1993 consisted of the following:

<TABLE>
<CAPTION>

                                                                                    1994            1993
                                                                                ------------    ------------
<S>                                                                             <C>              <C>       
Senior Note payable to banks.                   
   Interest rates averaged 8.1% in 1994 and 7.5% in 1993 ....................   $  7,750,000            --   
Senior Subordinated Notes due in 1995; various rates;
   interest payable semiannually in arrears .................................     11,000,000      11,000,000
8.17% Junior Subordinated Installment Note (less unamortized discount of
   $304,000 and $305,000 at October 31, 1994 and 1993, respectively); due
   July 31, 2005; interest compounded semiannually at an effective interest
   rate of 8.65%; payment of interest and principal subject to certain
   restrictions contained in the Senior Bank
   Note and Senior Subordinated Notes .......................................      5,249,000       5,247,000
13.25% Junior Subordinated Note; maturing July 31, 2005
   (less unamortized discount of $90,000 and $98,000 at October 31, 1994 and
   1993, respectively); interest compounded annually at an effective interest
   rate of 8.45%; payment of interest and principal subject to certain
   restrictions contained in the Senior Bank Note
   and Senior Subordinated Notes ............................................      1,400,000       1,391,000
Other notes payable, payments due in 1994; interest at 11.25% ...............           --            64,000
Accrued interest on Junior and Senior Subordinated Notes ....................      3,799,000       3,059,000
                                                                                ------------    ------------
                                                                                  29,198,000      20,761,000
Less--current portion .......................................................    (18,750,000)        (64,000)
                                                                                ------------    ------------
                                                                                $ 10,448,000    $ 20,697,000
                                                                                ============    ============
</TABLE>

     Aggregate  annual  maturities of long-term  obligations  including  accrued
interest on Junior and Senior Subordinated Notes are as follows:

         Year Ending
         October 31,
         -----------
            1995 .......................................     $18,750,000
            1996 .......................................          --   
            1997 .......................................          --   
            1998 .......................................          --   
            1999 .......................................          --   
            Thereafter .................................      10,448,000
                                                             -----------
                                                             $29,198,000
                                                             ===========


                                      F-10
<PAGE>


                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.  Long-Term Debt and Redeemable Preferred Stock, Continued:

     On September 17, 1992 and June 30, 1993,  Advertising  amended and restated
its Credit  Agreement  for the Senior  Bank Note  wherein  the banks  originally
agreed to make loans up to an  aggregate  principal  amount of  $42,000,000,  of
which  $20,000,000  in aggregate  principal  was available  and  outstanding  on
September  17, 1992.  In addition to amending  certain  terms of the Senior Bank
Note, the banks provided an additional $6,000,000 revolving credit facility. The
1993 amendment  further  modified the Credit  Agreement to extend the commitment
reduction dates and change the financial covenants.  $4,200,000 of the revolving
credit  facility  expired on October  31,  1993.  At October  31, 1994 and 1993,
$7,750,000 and $16,000,000, respectively, of the Senior Bank Note was available;
$7,750,000  was   outstanding  at  October  31,  1994  and  no  borrowings  were
outstanding at October 31, 1993. The revolving credit facility was guaranteed by
certain key executives and stockholders of the Company.

     In January  1995,  the Senior Bank Note was  assigned to Omnicom  (see Note
10). As a result of this assignment,  the available  commitment was increased to
$20,000,000,  the  revolving  credit  facility was  terminated  and the term was
extended to December 10, 1995. Interest is payable at prime plus 2%.

     In  1992,  certain  terms  of the  Senior  Subordinated  Notes  due in 1995
("Senior  Notes") were amended.  For $5 million of such Notes, the cash interest
rate was capped at 14.25% effective  August 1, 1991.  Interest that increases by
one quarter  percent every six months from August 1, 1991 until the Senior Notes
have been  registered  under the Securities Act of 1993 will be capitalized  and
paid on  redemption,  but no later than August  1995.  The  interest  rate on $6
million of the Senior Notes has been fixed at 13.25% effective August 1, 1991.

     In  October  1993,  the  maturity  dates of the Junior  Subordinated  Notes
("Junior  Notes")  were  extended  from  July  31,  1995 to July  31,  2005  and
participants  in the Junior  Notes were  offered the  ability to exchange  their
participation in the Junior Notes for participation in a new Equity Appreciation
Rights  Plan  (see Note 6). As a result of  acceptances  of this  proposal,  the
outstanding  principal  and accrued  interest in the Junior Notes was reduced by
$20,425,000 at October 31, 1993 and charged to paid-in capital.

     Borrowing  arrangements contain restrictive covenants which require,  among
other  things,  the  maintenance  of  minimum  cash  flow  and  working  capital
requirements, and certain limitations on capital expenditures and the payment of
dividends.

Redeemable Preferred Stock:

     The Preferred Stock has no voting rights and does not participate in Common
Stock dividends.  The Preferred Stock is entitled to cumulative  dividends equal
to 9% of the liquidation preference of shares held by the Plan if such amount is
paid in cash,  or 10% of the  liquidation  preference  if such amount is paid in
shares of Preferred Stock, or any combination thereof. In addition, the trustees
of the Plan have the right to compel the  redemption of Preferred  Stock held by
the Plan in an aggregate  amount not to exceed  $500,000 per year.  In the event
the Preferred Stock is not redeemed  within 180 days from the date  surrendered,
then such  surrendered  shares shall be entitled to dividends at the rate of 14%
per annum. In 1994, 1993 and 1992,  stock dividends equal to 13,750,  11,272 and
9,290 shares of Preferred Stock, respectively, were issued to the Plan.

     In the event of liquidation or sale of  substantially  all of the assets of
the Company,  holders of the Preferred Stock will be entitled to receive, before
any distribution to holders of Common Stock, $100 per share plus any accrued but
unpaid  dividends.  The Preferred  Stock may be redeemed,  subject to applicable
law,  at the end of eight  years at the option of the  Company or the holders of
such Preferred Stock, provided that the Senior Bank Note and Senior Subordinated
Notes have been paid in full,  and, at any time at the option of the holder,  to
the extent the shares  sought to be redeemed are  allocated for the benefit of a
Plan  participant  who is entitled to a distribution  of his account  balance in
such Plan. The purchase price for redemption  would be equal to the  liquidation
preference plus any unpaid dividends.  The sale of such Preferred Stock to third
parties will be subject to the right of first refusal by the Company.


                                      F-11
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.  Stockholders' Equity:

Common Stock:

     The Class A and Class B Common Stock are alike in all respects  except that
the Class A Common  Stock has  certain  registration  and  preferential  rights,
including  the right to receive  additional  shares,  and the holders of Class A
Common Stock have the right to approve certain transactions.  Holders of Class A
Common Stock also are entitled to receive, in consideration for and upon payment
of an amount equal to the par value thereof, additional shares of Class A Common
Stock in the event  that  additional  shares  of Class B Common  Stock or equity
participation   units  are  issued  or  granted  in  connection   with  dilutive
transactions as defined in the Company's restated  certificate of incorporation.
In addition, the Chiat/Day Profit Sharing and 401(k) Plan (the "Plan") (see Note
7) is entitled to receive, for no consideration, additional Class B Common Stock
in the event of certain  issuances of Common Stock to the majority  stockholder.
At  October  31,  1994,  13,434  additional  shares of Class A Common  Stock are
entitled to be received by current  Class A  stockholders  due to  anti-dilution
provisions.  In conjunction  with the  transaction  discussed in Note 8, 765,000
shares of Class B Common Stock were repurchased by the Company for approximately
$348,000.

Restricted Stock Plan:

     In August 1988, the Board of Directors of the Company approved a restricted
stock  purchase plan for which  100,000,000  shares of Class B Common Stock were
reserved.  These shares are offered for sale to certain key employees and others
selected by the Board of Directors  at a purchase  price to be  determined  from
time to time by the Company.  The shares of stock  purchased under the plan vest
over a five-year period of employment  beginning from the date of purchase.  The
plan provides that upon  termination  of  employment,  vested shares may be sold
back to or  purchased  by the Company at book value at date of sale.  Non-vested
shares  may be sold  back to or  purchased  by the  Company  at the lower of the
original  purchase  price or book value at date of sale.  At October  31,  1994,
59,809,695 shares remain unissued.

Equity Participation Plan:

     Under an equity  participation  plan  approved by the Board of Directors of
the  Company in August  1988,  the  Company  may grant up to  50,000,000  equity
participation  units to eligible  participants.  All full-time  employees of the
Company are eligible to be selected as participants in the equity  participation
plan.  Each equity  participation  unit is  equivalent  in value to one share of
Class B Common  Stock and is treated in the same manner as Class B Common  Stock
with respect to its priority in the event of a liquidation.

     Equity  participation  units  awarded  under the plan vest over a five-year
period  of  employment  beginning  from  the  date of  award.  Participants  are
entitled,  upon the redemption of equity participation units, to receive payment
in cash  determined by  multiplying  the number of vested  equity  participation
units by the  increase  between the book value per unit (as defined in the plan)
as of the date of grant (which is  determined  to be zero when the book value is
negative)  and the book  value  per unit as of the  valuation  date  immediately
preceding the date of redemption.  As of October 31, 1994, there were 26,591,110
equity  participation  units  available  for  award.  In  conjunction  with  the
transaction  described  in Note 8,  2,970,000  equity  participation  units were
relinquished to the Company.

Equity Appreciation Rights Plan:

     Under an Equity Appreciation Rights Plan approved by the Board of Directors
of the Company in October 1993,  the Company may grant up to  54,084,848  equity
appreciation rights to eligible participants.  Only Junior Note participants (as
defined in the plan) are eligible to be awarded equity appreciation rights under
the plan. Each equity  appreciation right is equivalent in value to one share of
Class B Common  Stock and is treated in the same manner as Class B Common  Stock
with respect to its priority in the event of a liquidation.


                                      F-12
<PAGE>


                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.  Stockholders' Equity, Continued:

     Equity appreciation rights awarded under the plan are 41.27% vested in each
participant on the date of award except for certain  participants  that are 100%
vested on the date of award.  Participants  not 100% vested at the date of award
become fully vested 21 months from October 31, 1993 based upon conditions stated
in the plan. Upon redemption of the equity appreciation rights, participants are
entitled to receive  payment in cash  determined  by  multiplying  the number of
equity appreciation  rights by the increase,  if any, between the book value per
unit (as  defined in the plan and  determined  to be zero when the book value is
negative) as of October 31, 1993 and the book value per unit as of the valuation
date immediately preceding the date of redemption. As of October 31, 1994, there
were 36,939,112 equity appreciation rights outstanding.

7. Employee Benefit Plans:

     Effective  November 1, 1990,  the  Chiat/Day  inc.  Advertising  Employees'
Profit  Sharing and Pre-Tax  Savings  Investment  Plan (the  "401(k)  Plan") was
merged into the  Chiat/Day  Holdings,  Inc.  Employee  Profit  Sharing Plan (the
"Profit  Sharing  Plan"),  formerly  known  as the  Chiat/Day  inc.  Advertising
Employee Stock Ownership Plan ("ESOP"), to form the Chiat/Day Profit Sharing and
401(k) Plan (the "Plan"), a defined contribution plan.

     The Company contributed cash of $250,000 in 1994 and preferred stock with a
liquidation  value of $275,000 for the fiscal year ended  October 31,  1994.  In
February 1994 and 1993 the Company made stock  contributions of $781,000 related
to its 1993 obligation.  The Company  contributed cash of $315,000 and preferred
stock with a  liquidation  value of $450,000 for the  obligation  related to the
fiscal year ended October 31, 1992. The Company has certain future fixed minimum
contributions  of  $525,000,  in stock and cash,  to the Plan for  fiscal  years
ending October 31, 1995 to October 31, 2000.

8.  Disposition Of Foreign Subsidiary:

     On February 16, 1993 (effective January 1, 1993), the Company completed the
transfer of the stock of its  foreign  subsidiary  to FCB for no  consideration.
Concurrent with the transfer of shares to FCB, the Company  exercised its option
to acquire  $10,350,000  of debt owed to the bank by the foreign  subsidiary for
$700  and  agreed  to  accept  from  FCB,  in full  satisfaction  of such  debt,
$1,380,000  plus future  contingent  payments up to a maximum of $3,450,000.  In
1994, the Company received $653,000 from FCB in contingent payments.

     Future  payments  are  contingent  upon  certain  future  conditions  being
satisfied as specified  in the debt  restructuring  deed between the Company and
FCB. Any future payments will be recognized as income when received.

     The net loss from operations for the two months ended December 31, 1992 and
the year ended October 31, 1992 is reflected as loss from  operations of foreign
subsidiary in the consolidated statements of operations.  The Company recognized
a gain on the disposal of such subsidiary in 1993.

     The financial  results as of and for the two months ended December 31, 1992
and the year ended October 31, 1992 are summarized as follows:

                                                      1993              1992
                                                 ------------      ------------
Fee and commission income ..................     $  3,069,000      $ 22,708,000
Operating (loss) profit ....................         (933,000)        1,983,000
Other nonoperating income (expense) ........          296,000        (1,971,000)
Net loss ...................................         (637,000)          (12,000)

Current assets .............................       17,951,000        22,211,000
Total assets ...............................       53,341,000        58,418,000
Current liabilities ........................       19,268,000        23,880,000
Long-term debt .............................       31,656,000        32,578,000
Total liabilities ..........................       51,585,000        57,198,000
Total stockholders' equity .................        1,756,000         1,220,000



                                      F-13
<PAGE>


                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.  Commitments And Contingencies:

Litigation:

     The Company is involved in legal  actions  arising in the normal  course of
business.  After taking into  consideration  legal counsel's  evaluation of such
actions,  management  is of the  opinion  that  their  outcome  will  not have a
material effect on the Company's  consolidated  financial position or results of
operations.

     On October 26, 1992 and November 20, 1992, the Company settled two lawsuits
which were filed in 1990 related to real estate  matters.  The aggregate cost of
such settlements was $6,246,000.  In 1992, the Company recognized an incremental
charge of  $3,200,000  related to these  lawsuits.  Adequate  provision  for the
balance of the settlements was made in prior years.

Leases:

     The  Company  recorded  a  $25,848,000  charge  in 1993  related  to  costs
associated  with certain real estate  operating  leases.  Effective  November 1,
1993,  Advertising  entered into a new real estate  operating  lease in New York
that will enable the  Company to  significantly  reduce  future  rental  expense
through a reduction  in the total amount of space  leased.  Occupancy of the new
space occurred in 1994 and the net future rental  obligations  and related costs
for the write-off of fixed assets  abandoned of $18,054,000  associated with the
old  lease  have  been  accrued  in  1993.  $11,776,000  of  net  future  rental
obligations remain at October 31, 1994.  $6,062,000 of the charge related to the
early  termination of a lease and other costs  incurred in conjunction  with the
consolidation  of operations into one location at the Company's  headquarters in
California and the write-off of fixed assets  abandoned in conjunction with such
lease termination.  The remaining balance of $1,732,000 represents a reserve for
costs in excess of  anticipated  sublease  income for other  property  leased in
California.

     The Company leases  facilities and equipment under various  operating lease
agreements  expiring  at various  dates  through  the year 2015.  The  aggregate
minimum future  commitments under such leases (excluding the old New York lease)
are as follows:

        Years Ending
        October 31,
        -----------
            1995 .......................................   $  4,395,000
            1996 .......................................      3,716,000
            1997 .......................................      4,150,000
            1998 .......................................      3,892,000
            1999 and thereafter ........................     47,998,000
                                                            -----------
                                                            $64,151,000
                                                            ===========

      Rental  expense  for  leases was  $5,580,000,  $9,422,000  and  $9,140,000
(excluding rental expense related to the Company's foreign  subsidiary  disposed
of in 1993) for the years ended October 31, 1994, 1993 and 1992, respectively.

10.  Subsequent Event:

     On May 11, 1995, the Company signed an agreement whereby TBWA International
Inc., a wholly-owned subsidiary of Omnicom Group Inc. ("Omnicom"),  will acquire
the  assets of the  Company's  businesses  and assume  substantially  all of its
liabilities in exchange for Omnicom common stock. The sale is conditional on the
registration  of  the  Omnicom  common  stock  on  Form  S-4,  clearance  by the
appropriate  governmental  agencies,  approval  by a majority  of the  Company's
stockholders and certain other  conditions.  The sale is anticipated to close by
August 1995.


                                      F-14
<PAGE>


                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS

                                                   January 31,       January 31,
                                                      1995              1994
                                                  ------------     -------------
Current assets:
   Cash and cash equivalents .................    $ 19,054,000     $ 11,786,000

Receivables:
   Client accounts receivable ................      25,243,000       26,425,000
   Expenditures billable to clients ..........      16,722,000        6,222,000
   Income tax receivable .....................         681,000          665,000
   Notes and other receivables ...............         871,000          913,000
   Notes receivable from employees ...........       1,390,000        1,084,000
   Less: allowance for doubtful accounts .....      (3,971,000)      (2,656,000)
                                                  ------------     ------------
                                                    40,936,000       32,653,000

Prepaid expenses and other ...................       1,087,000        1,250,000
                                                  ------------     ------------
         Total current assets ................      61,077,000       45,689,000
                                                  ------------     ------------

Fixed assets, at cost:
   Furniture and fixtures ....................       3,205,000        1,162,000
   Office equipment ..........................       4,966,000        3,764,000
   Leasehold improvements ....................       9,174,000        6,582,000
   Construction in progress ..................            --          1,839,000
                                                  ------------     ------------
                                                    17,345,000       13,347,000
   Less: accumulated depreciation
      and amortization .......................      (6,429,000)      (4,666,000)
                                                  ------------     ------------
                                                    10,916,000        8,681,000
                                                  ------------     ------------
Other assets:
  Notes receivable ...........................       3,166,000          166,000
  Other ......................................       2,904,000        5,085,000
                                                  ------------     ------------
                                                     6,070,000        5,251,000
                                                  ------------     ------------
                                                  $ 78,063,000     $ 59,621,000
                                                  ============     ============

  The accompanying notes to consolidated condensed financial statements are an
                     integral part of these balance sheets.

                                      F-15
<PAGE>


                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                             January 31,       January 31,
                                                                                1995              1994
                                                                            -----------        -----------
<S>                                                                         <C>                 <C>      
      Current liabilities: 
         Current portion of long-term debt ...........................      $28,746,000         $7,312,000
         Accounts payable and advanced billings ......................       84,672,000         73,441,000
         Other accrued liabilities ...................................       14,743,000         13,600,000
                                                                            -----------        -----------

               Total current liabilities .............................      128,161,000         94,353,000
                                                                            -----------        -----------

      Long-term debt, net of current portion .........................       10,661,000         28,665,000

      Other non-current liabilities ..................................       12,043,000         14,745,000

      Redeemable preferred stock, cumulative, $.01 par value; 
         200,000 shares authorized;
         issued and outstanding - 140,818 in 1995;
         121,218 in 1994; liquidation value of 
         $14,082,000 in 1995 .........................................       14,082,000         12,122,000

      Stockholders' equity (deficit):
         Class A common stock, $.01 par value;  
            75,000,000  shares authorized;
            issued and outstanding - 16,749,344 in 1995
            and 1994 .................................................          167,000            167,000

         Class B common stock, $.01 par value; 200,000,000  
            shares authorized; issued and outstanding - 
            40,190,305 in 1995 and 41,015,305 in 1994 ................          402,000            410,000

         Additional paid-in capital ..................................       26,288,000         26,280,000
         Foreign currency translation adjustment .....................         (347,000)          (519,000)
         Accumulated deficit .........................................     (109,120,000)      (112,328,000)
                                                                            -----------        -----------
                                                                            (82,610,000)       (85,990,000)

         Less:  treasury stock at cost; 3,222,075 Class A Common
            shares and 196,840 shares Class B Common shares in
            1995 and 1994 ............................................       (4,274,000)        (4,274,000)
                                                                            -----------        -----------

               Total stockholders' equity (deficit) ..................      (86,884,000)       (90,264,000)
                                                                            -----------        -----------

                                                                            $78,063,000        $59,621,000
                                                                            ===========        ===========
</TABLE>

  The accompanying notes to consolidated condensed financial statements are an
                     integral part of these balance sheets.

                                      F-16
<PAGE>
                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS


                                                  Three months ended January 31,
                                                  ------------------------------
                                                      1995             1994
                                                  ------------     ------------
Fee and commission income ....................    $ 17,798,000     $ 19,591,000

Costs and expenses:
   Salaries and employee benefits ............      12,801,000       11,431,000
   Selling, general and administrative .......       5,685,000        6,211,000
                                                  ------------     ------------
                                                    18,486,000       17,642,000

   Operating (loss) profit ...................        (688,000)       1,949,000

Interest income (expense):
   Interest expense ..........................        (697,000)        (735,000)
   Interest income ...........................         240,000          126,000
                                                  ------------     ------------
                                                      (457,000)        (609,000)
                                                  ------------     ------------

      (Loss) income before income 
        tax provision ........................      (1,145,000)       1,340,000

Income tax provision .........................        (359,000)         (81,000)
                                                  ------------     ------------

      Net (loss) income ......................    ($ 1,504,000)    $  1,259,000
                                                  ============     ============

 The accompanying notes to consolidated condensed financial statements are an
                     integral part of these statements.

                                      F-17
<PAGE>



                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                           Three months ended January 31,
                                                           ------------------------------
                                                                 1995            1994
                                                            ------------    ------------
<S>                                                         <C>             <C>  
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:       
  Net (loss) income .....................................   ($ 1,504,000)   $  1,259,000
                                                             -----------    ------------
Adjustments to reconcile net (loss) income to net cash
 provided by operating activities:
  Depreciation and amortization .........................        750,000         567,000
  Provision for losses on receivables ...................        (36,000)        438,000
  Amortization of discount on long-term debt ............          2,000           4,000
  (Decrease) in interest payable ........................       (144,000)       (161,000)
  Decrease in income tax receivable .....................        213,000            --   
  Preferred stock dividends issued to profit sharing plan         10,000            --   
  Change in assets and liabilities
    Decrease in receivables .............................     31,522,000      24,204,000
    (Increase) decrease in prepaid expenses and other ...       (351,000)         42,000
    (Decrease) in accounts payable and advanced billings     (27,423,000)    (31,513,000)
    (Decrease) in income tax payable ....................     (1,132,000)           --   
    Increase in other accrued liabilities ...............      2,910,000         876,000
    (Decrease) in other noncurrent liabilities ..........       (757,000)       (688,000)
                                                            ------------    ------------
    Total adjustments ...................................      5,564,000      (6,231,000)
                                                            ------------    ------------

    Net cash provided (used) by operating activities ....      4,060,000      (4,972,000)
                                                            ------------    ------------

  Cash flows from investing activities:
    Purchases of fixed assets, net of retirements .......       (202,000)     (1,526,000)
    (Increase) in other assets ..........................       (658,000)        (84,000)
                                                            ------------    ------------
      Net cash used in investing activities .............       (860,000)     (1,610,000)
                                                            ------------    ------------

  Cash flows from financing activities:
    Debt borrowings .....................................      9,997,000      14,998,000
                                                            ------------    ------------
      Net cash provided by financing activities .........      9,997,000      14,998,000

  Effect of exchange rate changes on cash ...............         26,000         (23,000)
                                                            ------------    ------------
  Net increase in cash and cash equivalents .............     13,223,000       8,393,000
  Cash and cash equivalents at beginning of period ......      5,831,000       3,393,000
                                                            ------------    ------------
  Cash and cash equivalents at end of period ............   $ 19,054,000    $ 11,786,000
                                                            ============    ============
  Supplemental disclosures:
    Interest ............................................   $    829,000    $    877,000
                                                            ============    ============
    Income taxes ........................................   $  1,279,000    $     68,000
                                                            ============    ============

</TABLE>

 The accompanying notes to consolidated condensed financial statements are an
                     integral part of these statements.

                                      F-18
<PAGE>

                   CHIAT/DAY HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     1) The consolidated  condensed interim financial statements included herein
have  been  prepared  by  Holdings,  without  audit,  pursuant  to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to such rules and regulations,  although Holdings believes that
the disclosures are adequate to make the information presented not misleading.

     2) These statements reflect all adjustments  consisting of normal recurring
accruals  which,  in  the  opinion  of  management,  are  necessary  for a  fair
presentation of the information  contained  therein.  It is suggested that these
consolidated  condensed  financial  statements be read in  conjunction  with the
consolidated financial statements and notes thereto included in Holdings' latest
fiscal report.

     3)  Results of  operations  for the  interim  periods  are not  necessarily
indicative of annual results.



                                      F-19
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. 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 Registrant 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 Registrant
also  maintains  and  pays  premiums  for  directors'  and  officers'  liability
insurance policies.

Item 21.  Exhibits and Financial Statement Schedules.

      (a) See Exhibit Index

      (b) See the financial  statement  schedules  included in Omnicom's  Annual
Report  on  Form  10-K  incorporated  in this  Prospectus/Information  Statement
included in this Registration Statement.


                                      II-1
<PAGE>

Item 22.  Undertakings.

      (a) 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.

     (b) 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.

     (c) (1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus  which is a part of this  Registration  Statement,  by any  person or
party who is deemed to be an underwriter within the meaning of Rule 145(c) under
the Securities Act, the issuer  undertakes that such reoffering  prospectus will
contain the  information  called for by the  applicable  registration  form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.

          (2) The Registrant  undertakes that every prospectus (i) that is filed
     pursuant to paragraph (1) immediately  preceding,  or (ii) that purports to
     meet  the  requirements  of  section  10(a)(3)  of the  Act  and is used in
     connection  with an  offering of  securities  subject to Rule 415 under the
     Securities Act, will be filed as a part of an amendment to the registration
     statement and will not be used until such amendment is effective, and that,
     for purposes 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.

     (d) 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 foregoing  provisions,  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


                                      II-2
<PAGE>

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.

     (e) The undersigned Registrant hereby undertakes to respond to requests for
information  that is incorporated  by reference into the Prospectus  pursuant to
Items 4, 10(b),  11 or 13 of this Form,  within one  business  day of receipt of
such  requests,  and to send the  incorporated  documents by first class mail or
other equally  prompt means.  This includes  information  contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of the responding to the request.

     (f) The undersigned  Registrant  hereby  undertakes to supply by means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the Registration Statement when it became effective.


                                      II-3
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 June 7, 1995.


                                    OMNICOM GROUP INC.
                                    Registrant


                                    By:  /s/ BRUCE CRAWFORD
                                       --------------------------
                                             Bruce Crawford
                                             President and Chief
                                             Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that each  officer or director of Omnicom
Group Inc. whose signature appears below constitutes and appoints Bruce Crawford
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>

                                   SIGNATURES

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

                       Signature                                    Title                              Date
                      ----------                                    -----                              ----
        <S>                                              <C>                                        <C>
                 /S/ BRUCE CRAWFORD
        --------------------------------------              President and Chief                     June 7, 1995            
                   (Bruce Crawford)                     Executive Officer and Director

                  /S/ FRED J. MEYER
        --------------------------------------            Chief Financial Officer                   June 7, 1995           
                   (Fred J. Meyer)                               and Director

                  /S/ DALE A. ADAMS
        --------------------------------------               Controller (Principal                  June 7, 1995           
                   (Dale A. Adams)                            Accounting Officer)


        --------------------------------------
                  (Bernard Brochand)                               Director   
                                              
              /S/ LEONARD S. COLEMAN, JR.
         --------------------------------------
              (Leonard S. Coleman, Jr.)                            Director                         June 7, 1995

              /S/ ROBERT J. CALLANDER
        --------------------------------------
                (Robert J. Callander)                              Director                         June 7, 1995

                /S/ JAMES A. CANNON
        --------------------------------------                     
                  (James A. Cannon)                                Director                         June 7, 1995

                /S/ PETER I. JONES   
         --------------------------------------                    
                   (Peter I. Jones)                                Director                         June 7, 1995

                 /S/ JOHN R. PURCELL                    
         --------------------------------------                    Director                         June 7, 1995
                   (John R. Purcell)    

                 /S/ KEITH L. REINHARD                                 
         --------------------------------------                    Director                         June 7, 1995
                  (Keith L. Reinhard)        
                            
                /S/ ALLEN ROSENSHINE                               Director                         June 7, 1995
         --------------------------------------
                  (Allen Rosenshine)   
                                 
                 /S/ GARY L. ROUBOS                                Director                         June 7, 1995
         --------------------------------------
                   (Gary L. Roubos)         

                             
         --------------------------------------                    Director
                (Quentin I. Smith, Jr.)    
                              
                 /S/ ROBIN B. SMITH                                                  
         --------------------------------------                    Director                         June 7, 1995
                   (Robin B. Smith)

                  /S/ JOHN D. WREN
         --------------------------------------                    Director                         June 7, 1995
                   (John D. Wren)   

                /S/ WILLIAM G. TRAGOS                  
         --------------------------------------                    Director                         June 7, 1995
                  (William G. Tragos)  
  
                 /S/ EGON P.S. ZEHNDER                 
         --------------------------------------                    Director                         June 7, 1995
                  (Egon P.S. Zehnder)                                    
</TABLE>


                                      II-5
<PAGE>



<TABLE>
<CAPTION>


                                              INDEX TO EXHIBITS

 Exhibit
 Number                                     Description of Exhibit                                      Page
- --------                                    ----------------------                                      ----
<S>       <C>                                                                                           <C>
  2.1     Asset Purchase Agreement dated May 11, 1995, among Chiat/Day Holdings, Inc.,
          Chiat/Day inc. Advertising, Omnicom Group Inc. and TBWA International Inc. ..............

  2.2     Plan of Liquidation of Chiat/Day Holdings, Inc. .........................................

  2.3     Form of Escrow Agreement by and between Chiat/Day inc. Advertising, Chiat/Day
          Holdings, Inc., TBWA International and The Chase Manhattan Bank, N.A.,
          as Escrow Agent .........................................................................

  2.4     Form of Liquidating Trust Agreement by and between Chiat/Day Holdings, Inc., on
          behalf of its stockholders, and Thomas Patty and David C. Wiener, as Trustees ...........

  2.5     Form of Deposit and Pledge Agreement among Chiat/Day inc. Advertising Chiat/Day
          Holdings, Inc., Omnicom Group Inc., TBWA International and The Chase Manhattan
          Bank, as Deposit Agent ..................................................................

  2.6     Stock Purchase Agreement dated May 11, 1995 between Chiat/Day Holdings, Inc.
          and Adelaide Horton (a/k/a the Advertising Stock Sale Agreement) ........................

  2.7     Profit Sharing Plan Purchase Agreement dated as of May 9, 1995 between Chiat/Day
          Holdings, Inc. and Michael Kooper, as Trustee ...........................................

  2.8*    Form of Liquidating Trust Escrow Agreement among Holdings, Advertising and
                       , as Escrow Agent ..........................................................

  5*      Opinion of Davis & Gilbert as to the legality of the Omnicom Common Stock
          registered hereunder ....................................................................

  23.1    Consent of Arthur  Andersen LLP as to  financial  statements  of Omnicom
          Group Inc. ..............................................................................

  23.2    Consent  of  Coopers  &  Lybrand  LLP as to  financial  statements  of
          Chiat/Day Holdings, Inc. ................................................................

  23.3    Consent of Davis & Gilbert (included in Exhibit 5) ......................................

  24      Powers of Attorney (included on signature page) .........................................

- -------------------
 *   To be filed by amendment

                                     

</TABLE>
