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

                       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)

       New York                        7311                      13-1514814
(State of Incorporation)   (Primary Standard Industrial       (I.R.S Employer
                             Classification Code Number)     Identification No.)

                               437 Madison Avenue
                            New York, New York 10022
                                 (212) 415-3600
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
                              --------------------
                             BARRY J. WAGNER, ESQ.
                               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.                          D. RICHARD MCDONALD, ESQ.
    Davis & Gilbert                                  Dykema Gossett PLLC
     1740 Broadway                         1577 North Woodward Avenue, Suite 300
New York, New York  10019                     Bloomfield Hills, Michigan 48304
    (212) 468-4800                                     (810) 540-0700
                              --------------------
     Approximate  date of commencement of proposed sale of the securities to the
public:  As  soon as  practicable  after  this  Registration  Statement  becomes
effective and all other  conditions to the Merger  pursuant to the Agreement and
Plan of Merger 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, 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
reimbursement plans, please check the following box: [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
                                                               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 .......    1,000,000 shares       $58.75          $58,750,000        $20,258.63
==============================================================================================================
</TABLE>

(1)   Estimated  maximum  number of shares  issuable by Omnicom Group Inc. under
      the Agreement and Plan of Merger described in this Registration Statement.

(2)   Estimated   solely  for  purposes  of   calculating   the  amount  of  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 June 14,  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 the Registration
      Statement and Outside Front
      Cover Page of Prospectus                Facing page; Cross Reference
                                              Sheet, Outside Front Cover Page of
                                              Prospectus/Information Statement

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

      Risk Factors, Ratio of Earnings
      to Fixed Charges and Other
      Information                             "Summary"; "Summary of
                                              Comparative Per Share Data";
                                              "Selected Financial Data of
                                              Ross Roy"

      Terms of the Transaction                "Summary"; "The Merger
                                              Agreement and the Merger--
                                              Background of and Ross Roy's
                                              Reasons for the Merger"; 
                                              "--Opinion of Financial Advisor"; 
                                              "--Omnicom's Reasons for the
                                              Merger"; "--The Merger Agreement"


      Pro Forma Financial Information         *

      Material Contacts with the
      Company Being  Acquired                 "Summary"; "The Merger Agreement
                                              and the Merger--Interests  of
                                              Ross  Roy's Management in the
                                              Merger"; "--Opinion of Financial
                                              Advisor"

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

      Interests of Named Experts and
      Counsel                                  *

      Disclosure of Commission Position
      On Indemnification for
      Securities Act Liabilities               *

<PAGE>

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

B.  Information About the Registrant

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

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

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

      Incorporation of Certain
      Information by Reference                 *

      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 Other Than
      S-3 or S-2 Companies                     "Summary"; "Business Information
                                               Concerning Ross Roy -- Executive 
                                               Officers and Directors, Principal
                                               Shareholders";"Selected Financial
                                               Data of Ross Roy"; "Management's
                                               Discussion and Analysis of 
                                               Financial Condition and Results
                                               of Operations of Ross Roy";
                                               "Description of Ross Roy
                                               Capital Stock"; "Index to Ross
                                               Roy Financial Statements"


D.  Voting and Management Information

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


      Information if Proxies, Consents
      or Authorizations are not to be
      Solicited or in Exchange Offer           "Summary"; "Business Information 
                                               Concerning  Ross Roy -- Executive
                                               Officers and Directors, Principal
                                               Shareholders"; "The Merger Agree-
                                               ment and the Merger -- Other 
                                               Considerations - No Dissenters' 
                                               Rights"
- -----------------
* Not applicable.

<PAGE>
                 [Letterhead of Ross Roy Communications, Inc.]

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

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                         To Be Held On [_______, 1995]

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

To The Shareholders of
  Ross Roy Communications, Inc.

     A Special Meeting of the shareholders of Ross Roy  Communications,  Inc., a
Michigan corporation ("Ross Roy"), will be held on ________, 1995, at _____ A.M.
(local  time),  at the  offices  of Ross  Roy,  100  Bloomfield  Hills  Parkway,
Bloomfield  Hills,  Michigan,  48304,  to consider  and vote upon the  following
matters described in the accompanying Prospectus/Information Statement:

     1.  To  consider  and act upon the  approval  of an  Agreement  and Plan of
         Merger  (the  "Merger  Agreement")  pursuant  to  which a  wholly-owned
         subsidiary of Omnicom Group Inc., a New York  corporation  ("Omnicom"),
         will be merged  with and into Ross Roy,  such that Ross Roy will be the
         surviving  corporation  of such merger and will  become a  wholly-owned
         subsidiary  of Omnicom and each share of Ross Roy Common  Stock will be
         converted  into the  right to  receive  a  certain  number of shares of
         Common  Stock  of  Omnicom,   all  as  more  fully   described  in  the
         accompanying Prospectus/Information Statement; and

     2.  To  consider  and act upon the  approval  of an escrow  agreement  (the
         "Escrow  Agreement")  to be entered into in connection  with the Merger
         Agreement,  and the  appointment of Chris A. Lawson as  representative,
         and Richard C. Ward as alternate, to act as the collective agent of the
         shareholders  of Ross Roy and  certain  others  under  the terms of the
         Escrow  Agreement,  all as more  fully  described  in the  accompanying
         Prospectus/Information Statement; and

     3.  To consider  and act upon any other business  which may  properly  come
         before the Special Meeting or any adjournment thereof.

     Only holders of record of Class A Common  Stock,  par value $1.00 per share
("Class A Common  Stock"),  and Class B Common Stock,  par value $1.00 per share
("Class B Common  Stock"),  of Ross Roy as of the close of  business  on ______,
1995 are entitled to notice of and to vote at the Special Meeting.

      The  affirmative  votes of the  holders of a majority  of the  outstanding
shares of Class A Common  Stock,  voting  as a class,  and of the  holders  of a
majority of Class B Common  Stock,  voting as a class,  are necessary to approve
the various  proposals.  None of the proposals shall become effective unless all
of the proposals are adopted by the requisite vote of the Ross Roy shareholders.

      As of ___________, 1995, directors and executive officers of Ross Roy as a
group  owning  ___% of the  Class A Common  Stock and 100% of the Class B Common
Stock  have  expressed  an  intention  to  vote  in  favor  of the  transactions
contemplated herein.

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

                          By Order of The Ross Roy Board of Directors

                                      VERNE C. HAMPTON II
                                           Secretary

Dated:    _____________, 1995

<PAGE>
                             SUBJECT TO COMPLETION
                              DATED JUNE 19, 1995

                         ROSS ROY COMMUNICATIONS, INC.

                             INFORMATION STATEMENT

                                ----------------
                               OMNICOM GROUP INC.
                                   PROSPECTUS
                                ----------------

      This  Prospectus/Information  Statement  is being  furnished to holders of
Class A Common Stock,  par value $1.00 per share ("Class A Common  Stock"),  and
Class B Common  Stock,  par  value  $1.00 per  share  ("Class  B Common  Stock")
(collectively,  "Ross Roy Common Stock"),  of Ross Roy  Communications,  Inc., a
Michigan  corporation ("Ross Roy"), in connection with proposals (a) to adopt an
Agreement and Plan of Merger (the "Merger  Agreement")  providing for the merger
(the "Merger") of RRC Acquisition Inc.  ("OmniSub"),  a Michigan corporation and
wholly-owned   subsidiary  of  Omnicom  Group  Inc.,  a  New  York   corporation
("Omnicom"), with and into Ross Roy, with Ross Roy as the surviving corporation,
and (b) to adopt an Escrow  Agreement (the "Escrow  Agreement")  pursuant to the
Merger Agreement and to appoint Chris A. Lawson as  representative,  and Richard
C. Ward as alternate,  to act as the collective agent of the holders of Ross Roy
Common Stock and certain others under the terms of the Escrow Agreement.

      Omnicom  has  filed a  Registration  Statement  with  the  Securities  and
Exchange  Commission covering the shares of Omnicom Common Stock to be issued in
connection with the Merger. This  Prospectus/Information  Statement,  along with
the  documents  and  portions of  documents  incorporated  herein by  reference,
constitutes  the  Prospectus  of  Omnicom  filed as a part of such  Registration
Statement.

      This  Prospectus/Information  Statement is also being furnished to the EPU
Holder and the Former Eligible Employee  Holders,  all as defined and more fully
described herein,  who will receive shares of Omnicom Common Stock as payment of
rights owned by such individuals subject to the same terms and conditions as the
other shareholders of Ross Roy.

      This  Prospectus/Information  Statement  constitutes  both an  information
statement  of Ross Roy with respect to the Special  Meeting and a prospectus  of
Omnicom with respect to up to 1,000,000 shares of Omnicom Common Stock which may
be issued in connection with the Merger.

THE  SECURITIES OF OMNICOM TO BE OFFERED IN CONNECTION  WITH THE MERGER 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. 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>
     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,  Ross Roy or any other
person.  This  Prospectus/Information  Statement does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities,  in any jurisdiction
to or  from  any  person  to  whom  it is not  lawful  to  make  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
Ross Roy  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 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
Citicorp  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 Merger.  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.

                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.

                                       2
<PAGE>


     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
Ross Roy 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 Ross Roy
Communications,  Inc., 100 Bloomfield Hills Parkway,  Bloomfield Hills, Michigan
48304, Attention: Chris A. Lawson (telephone number (810) 433-6000). 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 ...........................   2

SUMMARY ...................................................................   5

COMPARATIVE PER SHARE DATA ................................................  13

MARKET PRICE DATA .........................................................  14

THE SPECIAL MEETING .......................................................  15
    Date, Time and Place of Special Meeting ...............................  15
    Business to be Transacted at the Special Meeting ......................  15
    Record Date, Voting Rights ............................................  15
    Voting Requirements ...................................................  15
    Management Ownership ..................................................  15

THE MERGER AGREEMENT AND THE MERGER .......................................  16
    Background of and Ross Roy's Reasons for the Merger; Opinion of
      Financial Advisor; Recommendation of the Ross Roy Board of
      Directors ...........................................................  16
    Omnicom's Reasons for the Merger ......................................  19
    Interests of Ross Roy's Management in the Merger ......................  20
    Procedure for Distributing Shares of Omnicom Common Stock
      to Ross Roy Shareholders ............................................  21
    The Merger Agreement ..................................................  21
    Other Considerations ..................................................  25

THE ESCROW AGREEMENT AND THE ROSS ROY SHAREHOLDER REPRESENTATIVE ..........  28

BUSINESS INFORMATION CONCERNING OMNICOM ...................................  30

SELECTED FINANCIAL DATA OF OMNICOM ........................................  31

BUSINESS INFORMATION CONCERNING ROSS ROY ..................................  32
    Description of Business ...............................................  32
    Executive Officers and Directors; Principal Shareholders ..............  33

SELECTED FINANCIAL DATA OF ROSS ROY .......................................  35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF ROSS ROY .....................................  36
    Results of Operations .................................................  36
    Capital Resources and Liquidity .......................................  38

DESCRIPTION OF OMNICOM CAPITAL STOCK ......................................  39

DESCRIPTION OF ROSS ROY CAPITAL STOCK .....................................  39

COMPARISON OF SHAREHOLDER RIGHTS ..........................................  40

LEGAL MATTERS .............................................................  45

EXPERTS ...................................................................  45



                                       4
<PAGE>
- --------------------------------------------------------------------------------

                                    SUMMARY

     The following is a brief summary of certain  information  contained in this
Prospectus/Information  Statement.  This  summary is not intended to be complete
and is qualified in its entirety by reference to the more  detailed  information
contained  in  or  incorporated  by  reference  in  this  Prospectus/Information
Statement.

                                 The Companies

Omnicom Group Inc. ..........   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,
                                newspapers  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   its   Diversified   Agency
                                Services Division.

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

RRC Acquisition Inc. .......    OmniSub  was formed  by  Omnicom to  effect  the
                                proposed  Merger  with  Ross  Roy  and  has  not
                                engaged in any active business.

Ross Roy 
Communications, Inc. .......    Ross   Roy   is   a   full   service   marketing
                                communications  company,  which was  founded  in
                                1926.  Ross Roy offers a full range of  services
                                that   include   both  media   advertising   and
                                marketing    communications    and   promotional
                                services.   These  services  consist  of  direct
                                marketing,  sales promotion,  video  production,
                                database  management,  telemarketing,  training,
                                incentive  administration,  production  of shows
                                and  meetings,   sales   support   services  and
                                satellite teleconferencing. It is also active in
                                the  development  and use of new  communications
                                technologies.

                                The principal  executive offices of Ross Roy are
                                located  at  100   Bloomfield   Hills   Parkway,
                                Bloomfield  Hills,  Michigan  48304,   telephone
                                number (810) 433-6000.

                              The Special Meeting
Date, Time and Place
of Special Meeting .......      The  Special  Meeting  will  be  held on       ,
                                1995  at  _____  A.M.   (local  time),   at  100
                                Bloomfield  Hills  Parkway,   Bloomfield  Hills,
                                Michigan 48304.

Record Date; Shares
Entitled To Vote .........      Holders   of   record  of   shares  of  Class  A
                                Common  Stock and  Class B Common  Stock of Ross
                                Roy  (collectively,  "Ross Roy Shareholders") 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

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

                                       5

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

                                the Special Meeting,  and 54,800 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 Merger  Agreement
                                    and the transactions  contemplated  thereby,
                                    including  without  limitation the Merger of
                                    OmniSub  with and into Ross Roy  pursuant to
                                    the  Merger  Agreement,  such  that Ross Roy
                                    will be the  surviving  corporation  of such
                                    Merger  and  will   become  a   wholly-owned
                                    subsidiary  of  Omnicom,  and each  share of
                                    Ross Roy Common Stock will be converted into
                                    the  right  to  receive  shares  of  Omnicom
                                    Common  Stock,   as  more  fully   described
                                    herein;

                                (b) a proposal to approve  the Escrow  Agreement
                                    and the transactions  contemplated  thereby,
                                    and  to   appoint   Chris   A.   Lawson   as
                                    representative,   and  Richard  C.  Ward  as
                                    alternate,  to act on behalf of the Ross Roy
                                    Shareholders  and certain  others  under the
                                    terms of the Escrow Agreement; and

                                (c) such  other  proposals  as may  properly  be
                                    brought  before the Special  Meeting and any
                                    adjournment thereof.

                                None of  these  matters  will  become  effective
                                unless all of the  proposals  are adopted by the
                                requisite vote of the Ross Roy Shareholders.

Vote Required ...............   The  approval  of  the   various   proposals  by
                                Ross   Roy   Shareholders   will   require   the
                                affirmative  votes of the  holders of a majority
                                of the  outstanding  shares  of  Class A  Common
                                Stock  voting as a class,  and the  holders of a
                                majority  of the  outstanding  shares of Class B
                                Common Stock, voting as a class.

                                As of the Record Date,  directors  and executive
                                officers  of  Ross  Roy  owned,  of  record,  an
                                aggregate  of ________  shares of Class A Common
                                Stock,  constituting  ____%  of the  outstanding
                                Class A  Common  Stock as of such  date,  and an
                                aggregate  of  54,800  shares  of Class B Common
                                Stock,  constituting  100%  of  the  outstanding
                                Class B Common  Stock as of such  date.  Each of
                                such  individuals  has expressed an intention to
                                vote  in   favor  of  the   various   proposals.
                                Accordingly,   the  proposals  can  be  approved
                                without the  affirmative  vote of any other Ross
                                Roy Shareholders.

              Description of Certain Terms of the Merger Agreement

The Proposed Merger .......     Subject  to  the   approval  of   the  Ross  Roy
                                Shareholders  of the Merger  Agreement,  OmniSub
                                will be merged  with and into Ross Roy with Ross
                                Roy as the surviving corporation. As a result of
                                the  Merger,  the  business  of Ross Roy will be
                                operated  as  a   wholly-owned   subsidiary   of
                                Omnicom, as part of Omnicom's Diversified Agency
                                Services Division.

Conversion of Ross Roy
Common Stock .............      If the  Merger  is  consummated, each  share  of
                                Ross Roy  Common  Stock will be  converted  into
                                shares of  Omnicom  Common  Stock,  based upon a
                                formula  Conversion  Price  described more fully
                                under "The Merger Agreement  and the Merger--The

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                                       6
<PAGE>
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                                Merger  Agreement--Determination  of  Conversion
                                Price",  and the  "Market  Value" of the Omnicom
                                Common Stock.  The actual  "Market Value" of the
                                Omnicom  Common Stock shall 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 two business days immediately  prior
                                to the date the Merger  Agreement is closed (the
                                "Closing Date"). Ross Roy Shareholders otherwise
                                entitled to a fractional share of Omnicom Common
                                Stock   will  be  paid  cash  in  lieu  of  such
                                fractional share.

                                The actual  Conversion  Price will be  dependent
                                upon the  outstanding  number  of shares of Ross
                                Roy  Common  Stock  at the time  the  Merger  is
                                legally effective under the laws of the State of
                                Michigan (the  "Effective  Time of the Merger"),
                                as well as the amounts payable to the EPU Holder
                                and the Former  Eligible  Employee  Holders,  as
                                defined and described  more fully under "Payment
                                of Certain  Obligations of Ross Roy" below,  and
                                "The Merger Agreement and the Merger--The Merger
                                Agreement--Determination  of Conversion  Price".
                                The total  number of  shares of  Omnicom  Common
                                Stock to be issued to the Ross Roy  Shareholders
                                based  upon  such   Conversion   Price  will  be
                                dependent  on the  Market  Value of the  Omnicom
                                Common Stock. In order to make certain estimates
                                in   this    Prospectus/Information    Statement
                                relating to the  consideration to be paid to the
                                Ross Roy Shareholders,  it has been assumed that
                                at the Effective  Time of the Merger (i) 428,453
                                shares  of  Ross  Roy   Common   Stock  will  be
                                outstanding  (consisting of the [403,253] shares
                                currently outstanding and an additional [25,200]
                                shares  which  may be  issued  between  the date
                                hereof and the  Effective  Time of the Merger to
                                holders of rights and options to purchase  Class
                                A Common Stock), (ii) there will be no change in
                                the  amount  payable to the EPU Holder by virtue
                                of  the   federal   capital   gains  rate  being
                                increased or decreased from the current 28%, and
                                (iii)  there will be no persons in the  category
                                of Former Eligible  Employee  Holders other than
                                the one person  currently  in that  category and
                                from whom  Ross Roy  purchased  2,400  shares of
                                Ross Roy  Common  Stock upon his  retirement  in
                                December 1994. Based on these assumptions,  each
                                share  of  Ross  Roy  Common   Stock   would  be
                                converted  into the right to  receive  shares of
                                Omnicom  Common  Stock  having a Market Value of
                                $118.21.  Assuming  that the Market Value of the
                                Omnicom Common Stock were $58.875 (which was the
                                closing price per share of Omnicom  Common Stock
                                on the New York Stock  Exchange on the last full
                                trading day prior to the  execution and delivery
                                of the Merger Agreement), each share of Ross Roy
                                Common Stock would be  converted  into the right
                                to  receive  2.0078  shares  of  Omnicom  Common
                                Stock.

Payment of Certain
Obligations of Ross Roy ...     Ross  Roy  has  outstanding  obligations to make
                                certain payments as a result of the consummation
                                of the  Merger,  based  upon  the  consideration
                                received  by the  Ross Roy  Shareholders.  These
                                obligations,  and the  manner in which  they are
                                being satisfied, are as follows:

                                (a) Under Ross Roy's 1984  Equity  Participation
                                    Plan  (the "EPU  Plan"),  a holder of equity
                                    participation    units   ("EPUs")    granted
                                    thereunder has the right to receive,  upon a
                                    change in  control  of Ross Roy,  payment in
                                    respect  of his EPUs in an  amount  equal to
                                    the excess of the consideration  received by
                                    the  Ross Roy  Shareholders  over  the  base

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                                       7
<PAGE>
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                                    price of such EPUs ($21.62 per share),  plus
                                    a tax gross-up  factor.  There are currently
                                    10,000  EPUs  outstanding,  all of which are
                                    held by Chris A. Lawson (the "EPU  Holder"),
                                    the  Executive   Vice  President  and  Chief
                                    Financial Officer of Ross Roy.  Accordingly,
                                    at the Effective Time,  Omnicom will satisfy
                                    this  obligation to the EPU Holder in shares
                                    of Omnicom  Common  Stock as if such  person
                                    were a Ross Roy  Shareholder,  including the
                                    indemnification obligations described below.

                                (b) Under Ross Roy's  Articles of  Incorporation
                                    (the "Ross Roy Articles"), if an employee of
                                    Ross  Roy  retires  (after  reaching  normal
                                    retirement  age) or dies, his shares of Ross
                                    Roy Common Stock are repurchased by Ross Roy
                                    at  their   formula   book  value  price  as
                                    calculated in  accordance  with the Ross Roy
                                    Articles. If a change in control of Ross Roy
                                    occurs within one year of such retirement or
                                    death,  such former  employee  (the  "Former
                                    Eligible  Employee  Holder")  is entitled to
                                    receive   his   pro   rata   share   of  the
                                    consideration received by the other Ross Roy
                                    Shareholders  (as  reduced  by  any  amounts
                                    theretofore  paid  to  him  by  Ross  Roy in
                                    respect of his  shares).  There is currently
                                    one Former  Eligible  Employee  Holder  from
                                    whom  Ross Roy  purchased  2,400  shares  of
                                    Class  A  Common  Stock  in  December  1994.
                                    However,   there   could   be  more  at  the
                                    Effective  Time of the Merger  (although  no
                                    current  employee of the Company will attain
                                    normal   retirement  age  between  the  date
                                    hereof and December 31, 1995).  Accordingly,
                                    at the Effective Time,  Omnicom will satisfy
                                    this   obligation  to  the  Former  Eligible
                                    Employee  Holder  and  any  other  Ross  Roy
                                    Shareholder  who  becomes a Former  Eligible
                                    Employee  Holder in shares of Omnicom Common
                                    Stock  as if  such  persons  were  Ross  Roy
                                    Shareholders,  including the indemnification
                                    obligations described below.

Indemnification
Obligations ................    Pursuant  to the Merger Agreement,  the Ross Roy
                                Shareholders  are required to indemnify  Omnicom
                                and its  affiliates  against  certain losses and
                                damages arising under the Merger Agreement,  and
                                the EPU  Holder  and  Former  Eligible  Employee
                                Holders   will   share   these   indemnification
                                obligations  of the Ross Roy  Shareholders  on a
                                pro rata basis.  Losses and damages may arise as
                                a result of (i) the  inaccuracy or breach of any
                                representation  or  warranty or covenant of Ross
                                Roy  contained in the Merger  Agreement,  or the
                                breach of or  failure  by Ross Roy to perform or
                                discharge  any  of  its  obligations  under  the
                                Merger  Agreement,  or (ii) the  payment  of any
                                judgment or settlement in respect of litigations
                                and  threatened   litigations  set  forth  on  a
                                schedule  to the Merger  Agreement  in excess of
                                the aggregate reserves recorded for such matters
                                in the  financial  records  of Ross Roy,  all of
                                which are contingencies whose outcomes could not
                                reasonably  be  determined  at the  time  of the
                                execution     of    the    Merger     Agreement.
                                Indemnification obligations arising under clause
                                (i) of this  paragraph  arise only to the extent
                                that such losses and damages exceed $250,000.

                                To  satisfy  the   indemnification   obligations
                                arising   under  clause  (i)  of  the  preceding
                                paragraph, shares of Omnicom Common Stock having
                                a Market  Value of  $2,525,000  shall be  placed
                                into  an  escrow  account (the  "General  Escrow

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

                                       8
<PAGE>
- --------------------------------------------------------------------------------

                                Fund")  under the terms of the Escrow  Agreement
                                (the "Escrow  Agreement")  among  Omnicom,  Ross
                                Roy, the Ross Roy Shareholder Representative and
                                The Chase Manhattan Bank,  N.A., as escrow agent
                                (the   "Escrow    Agent").    To   satisfy   the
                                indemnification obligations arising under clause
                                (ii)  of  the  preceding  paragraph,  shares  of
                                Omnicom  Common  Stock  having a Market Value of
                                $1,300,000  will be  placed  into an  additional
                                escrow account (the "Special Escrow Fund") under
                                the    Escrow     Agreement.     Indemnification
                                obligations  arising  under  clause  (i)  of the
                                preceding  paragraph may be satisfied  only from
                                the General Escrow Fund, and those arising under
                                clause (ii) of the  preceding  paragraph  may be
                                satisfied only from the Special Escrow Fund.

                                Each  of the  Ross  Roy  Shareholders,  the  EPU
                                Holder and the Former Eligible  Employee Holders
                                shall  deposit his pro rata share of the General
                                Escrow Fund and Special Escrow Fund based on the
                                number  of  shares  of  Omnicom   Common   Stock
                                received in the Merger.

                                The indemnification  obligations of the Ross Roy
                                Shareholders,  the EPU  Holder  and  the  Former
                                Eligible Employee Holders will be limited to and
                                satisfied  solely from,  the General Escrow Fund
                                and   Special   Escrow  Fund  under  the  Escrow
                                Agreement  (such that neither Omnicom nor any of
                                its  affiliates  will have any  recourse for the
                                payment of any losses or other  damages  arising
                                out  of  the  transactions  contemplated  by the
                                Merger   Agreement    against   the   Ross   Roy
                                Shareholders,  the  EPU  Holder  or  the  Former
                                Eligible Employee Holders, nor shall any of such
                                persons be personally liable for any such losses
                                or damages).  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 Ross Roy
                                following  the  Effective  Time of the Merger or
                                one year from the  Effective  Time  (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).
                                Indemnification  obligations to be satisfied out
                                of the  Special  Escrow Fund will  terminate  at
                                such   time   as   all   matters   indemnifiable
                                thereunder shall have been fully paid or finally
                                settled.

                                See "The Merger  Agreement  and the  Merger--The
                                Merger  Agreement--Indemnification  Obligations"
                                and  "The  Escrow  Agreement  and The  Ross  Roy
                                Shareholder Representative".

Conditions to the Merger ...    Consummation   of   the   Merger  is  contingent
                                upon   satisfaction   of   certain   conditions,
                                including without limitation, the SEC not having
                                objected to Omnicom's treatment of the Merger as
                                a pooling-of-interests  for accounting purposes,
                                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.  In the event that a condition  of the
                                Merger  is  not  satisfied,  the  Merger  may be
                                abandoned  even if prior  thereto the Merger has
                                been approved by the Ross Roy Shareholders.

Termination of the 
Merger Agreement; 
Termination  Fee ............   The Merger  Agreement is subject to  termination
                                at the  option of either  Omnicom or Ross Roy if
                                the Merger is not  consummated  by December  29,
                                1995, and prior to such time upon the occurrence
                                of certain  events.  If the Merger  Agreement is
                                terminated  by  either  Omnicom  or Ross  Roy in
                                certain   circumstances   as   a  result  of  an

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                                       9
<PAGE>
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                                alternative  acquisition  proposal  for Ross Roy
                                which is not  rejected  by the Ross Roy Board of
                                Directors, Ross Roy is required to pay Omnicom a
                                termination  fee of $1,000,000.  See "The Merger
                                Agreement    and    the    Merger--The    Merger
                                Agreement--Termination."

                              Other Considerations

Recommendation of the
Ross Roy Board of Directors ..  The Board of  Directors of Ross Roy has approved
                                the  Merger   Agreement  and  the   transactions
                                contemplated thereby and recommends its approval
                                by the Ross Roy Shareholders.

Interests of Certain 
Persons in the Merger ........  For  a  description  of  certain   interests  of
                                certain directors and executive officers of Ross
                                Roy in the Merger  that are in  addition  to the
                                interests  of Ross Roy  Shareholders  generally,
                                see    "The    Merger    Agreement    and    the
                                Merger--Interests  of Ross Roy's  Management  in
                                the Merger".

Certain Income Tax  
Consequences ................   The  Merger  is   intended  to  be  a  tax  free
                                reorganization  within the meaning of the United
                                States Internal Revenue Code of 1986, as amended
                                (the   "Code").   In   general,   the  Ross  Roy
                                Shareholders  will not recognize gain or loss as
                                a result of the  exchange  of shares of Ross Roy
                                Common Stock for shares of Omnicom  Common Stock
                                pursuant to the Merger.  However, the receipt of
                                cash in lieu of fractional  shares may give rise
                                to taxable income.  The Former Eligible Employee
                                Holder  will  recognize  a gain to the extent of
                                the  fair  market  value of the  Omnicom  Common
                                Stock  received as a result of the  Merger.  The
                                fair market  value of the Omnicom  Common  Stock
                                received in payment of the EPUs will be included
                                in gross  income of the EPU  Holder  as  taxable
                                compensation.   With   respect   to   Ross   Roy
                                Shareholders  who  are  Canadian  residents,   a
                                portion of the gain  attributable to the Omnicom
                                Common Stock  received in exchange for shares of
                                Ross Roy Common  Stock will be included in gross
                                income of such Canadian  Ross Roy  Shareholders.
                                See "The Merger Agreement and the  Merger--Other
                                Considerations--Certain        Income        Tax
                                Consequences".   Ross  Roy  Shareholders  should
                                consult  their tax  advisors  regarding  the tax
                                consequences  of the  Merger  to them  in  their
                                particular circumstances.

Accounting Treatment .......    The Merger will be accounted for by Omnicom as a
                                pooling-of-interests   for  financial  reporting
                                purposes in accordance  with generally  accepted
                                accounting principles. See "The Merger Agreement
                                and the Merger--Other Considerations--Accounting
                                Treatment".

Regulatory Approvals ........   Omnicom and Ross Roy 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 Merger  Agreement
                                and the Merger--Other Considerations--Regulatory
                                Approvals".

Resales of Omnicom  
Common Stock ..............     Shares of Omnicom  Common Stock received by Ross
                                Roy  Shareholders as a result of the Merger will
                                be freely  transferable,  except that resales of
                                Omnicom  Common  Stock by Ross Roy  Shareholders
                                who are deemed to be "affiliates"  (as such term
                                is   understood   under   the   Securities  Act)

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                                       10
<PAGE>
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                                of Ross Roy prior to the  Merger  may be subject
                                to  certain   restrictions.   See  "The   Merger
                                Agreement       and      the       Merger--Other
                                Considerations--Resales    of   Omnicom   Common
                                Stock".

No Dissenters' Rights ......    Holders  of  Ross  Roy  Common   Stock  are  not
                                entitled to  dissenters'  rights under  Michigan
                                law in  connection  with  the  Merger.  See "The
                                Merger    Agreement   and   the    Merger--Other
                                Considerations--No Dissenters' Rights".


                            The Escrow Agreement and
                    The Ross Roy Shareholder Representative

The Escrow Agreement .......    As described above under "Description of Certain
                                Terms     of     the     Merger--Indemnification
                                Obligations",     indemnification    obligations
                                arising  out of the  Merger  Agreement  will  be
                                satisfied  from shares of Omnicom  Common  Stock
                                placed into the General and Special Escrow Funds
                                established  under  the  Escrow  Agreement.  The
                                General  Escrow Fund shall  consist of shares of
                                Omnicom  Common  Stock  having a Market Value of
                                $2,525,000;   the  Special   Escrow  Fund  shall
                                consist of shares of Omnicom Common Stock having
                                a Market Value of $1,300,000.

                                Each  of the  Ross  Roy  Shareholders,  the  EPU
                                Holder and the Former Eligible  Employee Holders
                                shall be  depositing  his pro rata  share of the
                                General  Escrow  Fund  or  Special  Escrow  Fund
                                determined by multiplying  the aggregate  number
                                of shares of Omnicom Common Stock required to be
                                deposited  into such  Escrow Fund by a fraction,
                                the  numerator  of which is the number of shares
                                of  Omnicom   Common  Stock   issuable  to  such
                                individual in the Merger and the  denominator of
                                which is the total  number of shares of  Omnicom
                                Common Stock  issuable in the Merger to all such
                                individuals required to provide indemnification,
                                rounded up to the  nearest  whole  share.  Based
                                upon  the  assumptions  set  forth  above  under
                                "Conversion  of Ross Roy Common  Stock",  of the
                                $118.21  Conversion  Price payable in respect of
                                each  share of Ross Roy  Common  Stock,  Omnicom
                                Common Stock having a Market Value of $___ would
                                be  deposited  in the  General  Escrow  Fund and
                                Omnicom  Common  Stock  having a Market Value of
                                $___ would be  deposited  in the Special  Escrow
                                Fund.

                                Since the amounts  held in such Escrow Funds are
                                subject  to  claims  in  respect  of  contingent
                                liabilities,  there  can  be no  assurance  that
                                amounts held therein will in fact be distributed
                                to the Ross Roy Shareholders, the EPU Holder and
                                the Former Eligible Employee Holders.

                                For  purposes of  satisfying  any  claims,  each
                                share  of  Omnicom  Common  Stock  deposited  in
                                either  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.

                                See  "The  Escrow  Agreement  and the  Ross  Roy
                                Shareholder      Representative--The      Escrow
                                Agreement".

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                                       11
<PAGE>
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Appointment of the
Ross Roy Shareholder
Representative ............     It is a  condition  to Closing  under the Merger
                                Agreement that the Ross Roy Shareholders appoint
                                a  representative  (the  "Ross  Roy  Shareholder
                                Representative")  to  act  as  their  collective
                                agent in connection  with the Escrow  Agreement,
                                including one or more  alternate  individuals to
                                act as the Ross Roy  Shareholder  Representative
                                in the event that the designated  Representative
                                shall have died,  resigned,  or otherwise become
                                incapable or unwilling to act as Representative.

                                The Ross Roy  Shareholder  Representative  shall
                                also act as the  agent for the  Former  Eligible
                                Employee  Holders  and the EPU  Holder;  the EPU
                                Holder  has  delivered  to Ross Roy his  written
                                agreement to such effect.

                                Appointment   of  the   Ross   Roy   Shareholder
                                Representative   shall   include  the   specific
                                authorization  for  such  Representative  to (i)
                                execute and deliver the Escrow Agreement and any
                                documents   incident   or   ancillary   thereto,
                                including  without  limitation  any  amendments,
                                cancellations,  extensions or waivers in respect
                                thereof; (ii) respond to and make determinations
                                in  respect  of the  assertion  of any  and  all
                                claims for  indemnification  by Omnicom,  and to
                                assert   claims   on  behalf  of  the  Ross  Roy
                                Shareholders,  the EPU  Holder  and  the  Former
                                Eligible Employee Holders, pursuant to the terms
                                of the  Escrow  Agreement  and the  terms of the
                                Merger  Agreement   pertaining  thereto;   (iii)
                                execute and deliver any stock  powers  which may
                                be  required  to be  executed  by any  Ross  Roy
                                Shareholder,   the  EPU  Holder  or  any  Former
                                Eligible  Employee Holder in order to permit the
                                delivery  to  Omnicom  of any  shares of Omnicom
                                Common  Stock to be  delivered to it pursuant to
                                the  Escrow  Agreement;  and (iv)  take all such
                                other  actions as may be  necessary or desirable
                                to carry out his  responsibilities as collective
                                agent  of the  Ross  Roy  Shareholders,  the EPU
                                Holder and Former Eligible  Employee  Holders in
                                respect of the Escrow  Agreement.  In  addition,
                                the terms of the  appointment  shall be that the
                                Ross Roy Shareholder Representative shall not be
                                responsible to any Ross Roy  Shareholder for any
                                loss or damage any such Ross Roy Shareholder may
                                suffer  by  reason  of  the  performance  of his
                                duties,  other than loss or damage  arising from
                                willful violation of the law or gross negligence
                                in the performance of his duties as the Ross Roy
                                Shareholder    Representative.    Finally,   the
                                appointment  shall also  include  the consent of
                                the Ross Roy Shareholders to the procedure to be
                                followed   in  the  event   that  the  Ross  Roy
                                Shareholder  Representative  and  any  alternate
                                shall  be  unable  or   unwilling  to  serve  or
                                continue to serve as such.

                                The proposal before the Ross Roy Shareholders is
                                that Chris A.  Lawson be  appointed  as Ross Roy
                                Shareholder Representative, with Richard C. Ward
                                appointed   as   alternate.    See   "Ross   Roy
                                Shareholder  Representative--Appointment  of the
                                Ross Roy Shareholder Representative."

Recommendation of 
the Ross Roy Board
of Directors ...............    The Board of  Directors  of Ross Roy  recommends
                                that  the  Ross  Roy  Shareholders  approve  the
                                Escrow Agreement and the appointment of Chris A.
                                Lawson    as   the    Ross    Roy    Shareholder
                                Representative,   and   Richard   C.   Ward   as
                                alternate.
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                                       12
<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 Ross Roy
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 Merger had occurred  immediately prior to
the period being reported  upon. Pro forma combined cash dividends  declared per
share reflects Omnicom cash dividends declared in the periods indicated. The pro
forma combined data has been calculated based upon the material assumptions that
the Conversion  Price will be $118.21 per share of Ross Roy Common Stock and the
Market Value of the Omnicom Common Stock will be $58.875.  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   Ross   Roy   included   in   this
Prospectus/Information Statement.

                                                                        As of  
                                                       As of        December 31,
                                                  March 31, 1995        1994
                                                  --------------   -------------
Book Value per Share:
  Omnicom ......................................     $ 15.86          $ 14.96
  Ross Roy .....................................     $  2.38          $  7.97
  Ross Roy Formula Value (A) ...................        --            $ 34.62
  Pro forma ....................................     $ 15.51          $ 14.67

<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                              Three Months ended             --------------------------------
                                                 March 31, 1995               1992          1993          1994
                                               -----------------              ----          ----          ----
<S>                                                  <C>                    <C>             <C>         <C>    
Cash Dividends Declared
   per Share:
    Omnicom .................................        $ 0.31                 $ 1.21          $1.24       $  1.24
    Ross Roy                                           --                     --             --            -- 
    Pro forma ...............................        $ 0.31                 $ 1.21          $1.24       $  1.24

Net Income (loss) per Share:
    Omnicom:
      Primary ...............................        $ 0.68                $  2.31          $2.79       $  3.15
      Fully diluted .........................        $ 0.68                $  2.20          $2.62       $  3.07

    Ross Roy:
      Primary ...............................        $ 5.09                ($13.06)         $9.23        $11.98
      Fully diluted .........................        $ 5.09                ($13.06)         $9.23        $11.71

    Pro forma:
      Primary ...............................        $ 0.71                 $ 2.00          $2.86        $ 3.15
      Fully diluted .........................        $ 0.70                 $ 1.96          $2.68        $ 3.07
</TABLE>
- --------------
(A)  Represents  the formula book value price as  calculated  under the Ross Roy
     Articles.  The  formula is based upon  actual  book value as  adjusted  for
     certain  items  determined  by the Ross Roy Board of Directors and the fair
     value of certain investments.


                                       13
<PAGE>

                               MARKET PRICE DATA

     There is no public  market  for Ross Roy Common  Stock.  Ross Roy has never
declared or paid any cash  dividends on any shares of Ross Roy Common Stock.  In
the event that the Merger is not  consummated,  it is not expected that any cash
dividends  would  be  paid  on any  shares  of  Ross  Roy  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 June 14,  1995,  the last full  trading day prior to the  execution  and
delivery of the Merger  Agreement,  the closing price of Omnicom Common Stock on
the NYSE Composite Tape was $58.875 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.



                                       14
<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 of Ross Roy in
connection  with the  Special  Meeting  of Ross Roy  Shareholders  to be held on
________  1995 at ____ A.M.  (local  time),  at 100  Bloomfield  Hills  Parkway,
Bloomfield Hills, Michigan 48304.

     This Prospectus/Information Statement is first being mailed to the Ross Roy
Shareholders on or about ________, 1995.

                Business to be Transacted at the Special Meeting

     At the Special Meeting,  Ross Roy Shareholders  will consider and vote upon
the following matters (collectively the "Ross Roy Vote Matters"):

          1. A proposal to approve  the Merger  Agreement  and the  transactions
     contemplated  thereby,  including without  limitation the Merger of OmniSub
     with and into  Ross Roy  pursuant  to the  Merger  Agreement  such that the
     surviving corporation of such Merger shall be a wholly-owned  subsidiary of
     Omnicom,  and each share of Ross Roy Common Stock shall be  converted  into
     the  right to  receive  shares  of  Omnicom  Common  Stock,  as more  fully
     described herein;

          2. A proposal to approve  the Escrow  Agreement  and the  transactions
     comtemplated   thereby,  and  to  appoint  Chris  A.  Lawson  as  Ross  Roy
     Shareholder  Representative  and  Richard C. Ward as  alternate,  to act on
     behalf of the Ross Roy  Shareholders  and certain others under the terms of
     the Escrow Agreement; and

          3. Such other  proposals  as may  properly  come  before  the  Special
     Meeting or any adjournment thereof.

     None of the proposals  shall become  effective  unless all of the proposals
are adopted by the requisite vote of the Ross Roy Shareholders.

                           Record Date; Voting Rights

     Only  shareholders  of  record  of Class A Common  Stock and Class B Common
Stock as at the close of business on _________, 1995 will be entitled to vote at
the Special  Meeting.  On that  Record  Date there were  issued and  outstanding
______ shares of Class A Common Stock and 54,800 shares of Class B Common Stock.
Each share of each class of Ross Roy Common  Stock is  entitled  to one vote per
share on the Ross Roy 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 on the Record
Date is necessary to constitute a quorum for the  transaction of business at the
Special Meeting.

     Under the Michigan Business  Corporation Act (the "MBCA"),  the affirmative
vote of the  holders of a majority of the  outstanding  shares of Class A Common
Stock,  voting as a class,  and a majority of the outstanding  shares of Class B
Common  Stock,  voting as a class,  will be  required  to  approve  the  Merger.
Abstentions have the effect of negative votes.

                              Management Ownership

     As of the Record Date,  directors and  executive  officers of Ross Roy as a
group owned ______  shares of Class A Common Stock and 54,800  shares of Class B
Common  Stock,  representing  ___% and 100%,  respectively,  of the  outstanding
shares of these  classes of Ross Roy Common  Stock.  Each of these  persons  has
expressed an intention to vote in favor of the transactions contemplated herein.
Accordingly,  the Ross Roy Vote Matters can be approved by the affirmative  vote
of such  persons  even if all  other  Ross Roy  Shareholders  vote  against  the
proposals.

     No proxies are being solicited in connection with the Special Meeting.


                                       15
<PAGE>

                      THE MERGER AGREEMENT AND THE MERGER

     (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  text of the Merger  Agreement,  which is filed as an
Exhibit thereto and is incorporated herein by reference.)

   Background of and Ross Roy's Reasons for the Merger; Opinion of Financial
           Advisor Recommendation of the Ross Roy Board of Directors

Overview

     After  the  Effective  Time  of the  Merger,  Ross  Roy,  as the  surviving
corporation in the Merger, will continue as a separate subsidiary of Omnicom and
conduct its  business as part of the  Diversified  Agency  Services  Division of
Omnicom, under Ross Roy's current management. The Merger Agreement provides that
except with respect to the position of  Secretary,  which shall be held by Barry
J. Wagner,  General Counsel to Omnicom,  the officers of Ross Roy shall continue
as the officers of the surviving  corporation,  each to hold office,  subject to
the  applicable  provisions  of  the  surviving  corporation's  By-laws,  at the
pleasure of the Board of Directors of the surviving  corporation,  and until his
or her successor shall be elected and duly qualified.  See "The Merger Agreement
and the  Merger --  Interests  of Ross Roy's  Management  in the  Merger"  for a
description of proposed employment and  non-competition  agreements between Ross
Roy and certain executive officers and directors of Ross Roy, to be entered into
on the Closing Date.

     The  initial  Board of  Directors  of Ross Roy  immediately  following  the
Effective Time of the Merger will be composed of five  directors:  John D. Wren,
Chief Executive Officer of the Diversified  Agency Services Division of Omnicom;
James A. Cannon,  Vice Chairman and Chief  Financial  Officer of BBDO  Worldwide
Inc.; J. Thomas Clark,  Vice  Chairman of BBDO  Worldwide  Inc. and Chairman and
Chief  Executive  Officer of BBDO North  America  Inc.;  Peter Mills,  Chairman,
President  and  Chief  Executive  Officer  of Ross  Roy;  and  Chris A.  Lawson,
Executive Vice President and Chief Financial Officer of Ross Roy.

     The  terms of the  Merger  Agreement,  including  the  terms of the  Escrow
Agreement,  are the result of arm's-length  negotiations between representatives
of Omnicom and representatives of Ross Roy.

Background of the Merger

     In early 1992, Ross Roy received an unsolicited expression of interest from
BBDO  Worldwide  Inc.,  a  subsidiary  of  Omnicom  ("BBDO"),   to  explore  the
possibility of a merger transaction. Exploratory discussions were held from time
to time during the summer and fall of 1992 between senior management of BBDO and
Ross Roy. In early 1993,  the parties  agreed to terminate  further  discussions
concerning a merger transaction.

     Beginning  in late  summer  of 1994,  senior  management  of Ross Roy began
evaluating strategic alternatives to address several significant developments in
its business.  These  developments  included (i) a possible review of its agency
relationship with its then second largest client,  Kmart  Corporation,  (ii) the
known preference of its largest client, Chrysler Corporation, to consolidate its
advertising  account  into  fewer  agencies,  (iii)  the  need  to  enhance  its
international  capabilities to continue to provide  competitive  services to its
clients,  and (iv)  the  need to make  substantial  capital  investments  in its
business.  Included among the strategic  alternatives  being considered were the
strategic  alliance of Ross Roy with a larger  advertising agency as well as the
possible acquisition by Ross Roy of another advertising agency.

     To  assist  in the  evaluation  of such  strategic  alternatives,  Ross Roy
engaged McDonald & Company Securities,  Inc.  ("McDonald") in August 1994 as its
financial advisor.  Between August and October 1994,  McDonald met several times
with senior  management  and the  Executive  Committee  of the Ross Roy Board of
Directors  to  evaluate  strategic  alternatives  and to assess its  competitive
position  within the  advertising  industry.  As a result of these  discussions,
McDonald  prepared  a  Confidential  Descriptive  Memorandum  in  November  1994
describing  the  business  of Ross Roy and also  developed  a list of  potential
merger  partners  and a  list  of  potential  acquisition  candidates.  Informal
exploratory discussions were held with several of the potential merger partners,
three  of whom  (including  Omnicom)  expressed  interest  in  pursuing  further
discussions.

     In late  November  1994,  prior  to  providing  a copy of the  Confidential
Descriptive  Memorandum to the three potential merger partners,  Kmart announced
that it would  review  its  agency  relationship  with Ross Roy.  The  Executive
Committee of the Ross Roy Board of Directors  decided not to  participate in the
review,  the likely  consequence  of which would be the eventual  termination of


                                       16
<PAGE>

Ross Roy's client relationship with Kmart. As a result of the likely loss of the
Kmart  account,  Ross Roy believed  that further  efforts to explore a strategic
merger or other  business  combination  with another  agency would be negatively
affected.  Accordingly,  the Executive  Committee  suspended further discussions
with potential merger partners.  

     During December 1994,  several of the potential merger partners  (including
Omnicom)  indicated  to Ross Roy  that the  uncertainty  surrounding  the  Kmart
account  did  not  diminish  their  interest  in  proceeding  with   discussions
concerning  a strategic  combination  or merger with Ross Roy.  Accordingly,  in
January 1995, the Executive  Committee  decided to move forward with discussions
with the three  potential  merger  partners  and  proceeded  to  distribute  the
Confidential  Descriptive Memorandum.  From late January through March l995, the
potential merger partners conducted business, accounting and legal due diligence
investigations of Ross Roy.

     On March  16,  1995,  Ross Roy sent to each of the three  potential  merger
partners a detailed letter (i) setting forth the auction procedure by which Ross
Roy would  consider  proposals for the purchase of Ross Roy and (ii)  requesting
the submission of formal proposals  concerning such a purchase.  The letter also
contained  forms  of a  merger  agreement  for a cash  transaction  and a  stock
transaction  which Ross Roy would  consider as a basis for  completing  a merger
transaction.

     Each of the  potential  merger  partners  responded by April 3, 1995 with a
written  proposal  letter  setting forth in broad  conceptual  terms the general
structure for an  acquisition of Ross Roy. The proposals  varied  significantly.
McDonald  continued  discussions  with each of the potential  merger partners to
clarify and refine their respective proposals.

     On April 10, 1995, Ross Roy received a draft merger agreement from Omnicom.
During the remainder of April and through the latter part of May 1995,  Ross Roy
and Omnicom  conducted  detailed  negotiations as to price,  terms and form of a
transaction.  Discussions  continued  during this time period with the other two
potential  merger  partners  as  to  the  structure  and  feasibility  of  their
respective proposals for a merger transaction.

     On May 9, 1995,  Peter Mills,  the Chairman,  President and Chief Executive
Officer  of Ross Roy,  was  informed  by one of the other two  potential  merger
partners  that  it  was  withdrawing  its  proposal  for a  merger  transaction.
Discussions with the other potential  merger partner  continued during the first
three weeks of May 1995.

     During the period from April 3, 1995 to May 21, 1995, the Ross Roy Board of
Directors  met on April 13,  April 26,  and May 16, to review  the status of the
various proposals. At each of these meetings the Board of Directors met with its
financial advisors and legal counsel to review and discuss the terms, conditions
and negotiating positions with respect to each proposal.

     The Ross Roy  Board of  Directors  met on May 21,  1995  with its legal and
financial  advisors  to review  Omnicom's  proposal  and the status of the other
proposal. At the meeting, copies of the proposed Merger Agreement and the Escrow
Agreement were made available to the Board.  Following  extensive  discussion of
the terms of the proposed  Merger and related  transactions  and of operational,
legal,  and regulatory  issues relating to Omnicom's  proposal,  a review of the
status of the other proposal, a presentation by McDonald regarding the financial
aspects of the Merger,  and receipt of the verbal  opinion of McDonald  that the
consideration to be received by the Ross Roy Shareholders pursuant to the Merger
Agreement  is fair  from a  financial  point of  view,  the  Board of  Directors
approved the Merger  Agreement and authorized its execution and delivery,  based
on, among other things,  the  considerations set forth below under "--Ross Roy's
Reasons for the Merger." At the same time,  the proposal of the other  remaining
potential merger partner was officially rejected. A press release announcing the
proposed  Merger was issued on May 22, 1995.  The Merger  Agreement was executed
and delivered by the parties on June 15, 1995.

Ross Roy's Reasons for the Merger

     The Board of Directors  has  determined  that the Merger  Agreement and the
Merger  are  advisable  and in the best  interests  of Ross Roy and the Ross Roy
Shareholders and has approved the Merger Agreement and Merger.

     In reaching  its  determination  that the Merger  Agreement  is in the best
interests  of Ross Roy and the Ross Roy  Shareholders,  the Board  considered  a
number of factors, including, without limitation, the following:


                                       17
<PAGE>

          (i) The Board's  assessment that Ross Roy could more fully realize its
     long range strategic  objectives  through  affiliation with a substantially
     larger  agency,  such as  Omnicom,  thereby  affording  Ross Roy  access to
     Omnicom's  financial  and  managerial   resources,   international  service
     facilities and access to new customers;

          (ii) Ross Roy's dependence on its principal client,  Chrysler, and the
     possibility of strengthening  the relationship with Chrysler by integrating
     the delivery of services by Ross Roy and Omnicom;

          (iii)  Ross Roy  Shareholders  receiving  dividend  paying  marketable
     securities  of Omnicom in exchange for their  illiquid  equity  interest in
     Ross Roy;

          (iv) the opinion of McDonald  (later  confirmed  in writing)  that the
     consideration to be received by the Ross Roy  Shareholders  pursuant to the
     Merger  Agreement is fair to such  shareholders  from a financial  point of
     view (see "--Opinion of Financial Advisor");

          (v) the  belief of the Ross Roy Board and  executive  management  that
     Omnicom's  proposal  was more  favorable  than any other  potential  merger
     proposal (see "--Background of the Merger");

          (vi) The terms of the Merger  Agreement  as  reviewed  by the Ross Roy
     Board with its legal and financial advisors (see "--The Merger Agreement");

          (vii)  information  relating to the  financial  condition,  results of
     operations,  capital  levels  and  prospects  of Ross  Roy  (see  "Selected
     Financial  Data of Ross  Roy"),  and  management's  best  estimates  of the
     prospects of Ross Roy (see "--Opinion of Financial Advisor");

          (viii)  the  current  and  prospective  environment  in which Ross Roy
     operates, including national and local economic conditions, the competitive
     environment for advertising generally;

          (ix)  information  relating to the tax  consequences of the Merger for
     Ross   Roy   and   for   the   Ross   Roy   Shareholders    (see   "--Other
     Considerations--Certain Income Tax Consequences");

     The foregoing  discussion of the information  and factors  discussed by the
Board of Directors is not meant to be exhaustive  but is believed to include all
material factors considered by the Ross Roy Board. The Board did not quantify or
attach any  particular  weight to the  various  factors  that it  considered  in
reaching its  determination  that the Merger is in the best interest of the Ross
Roy Shareholders.

Opinion of Financial Advisor

     McDonald  was  retained  by Ross Roy to render an  opinion  to its Board of
Directors as to the fairness, from a financial point of view, to Ross Roy of the
Conversion  Price to be paid by Omnicom.  On May 21, 1995 McDonald  delivered to
the Ross Roy Board of Directors an oral opinion (the "Opinion") (later confirmed
in  writing) to the effect  that,  as of that date and based upon and subject to
certain  matters stated therein,  the Conversion  Price to be received was fair,
from a financial point of view, to the Ross Roy Shareholders.

     In arriving at its opinion,  McDonald  reviewed the financial  terms of the
Merger and met with certain senior officers, directors and other representatives
and advisors of Ross Roy to discuss the  business,  operations  and prospects of
Ross Roy. In addition, McDonald performed a variety of financial and comparative
analyses, including (i) an EBIT multiple analysis in which McDonald calculated a
range of value for Ross Roy based upon a multiple of historical  earnings before
interest and taxes ("EBIT") in 1993,  1994 and projected  EBIT for 1995;  (ii) a
discounted  cash flow analysis in which McDonald  estimated the present value of
the future cash flows that Ross Roy could  produce  over a six-year  period from
1995 through 2000, if Ross Roy were to perform on a stand-alone  basis;  (iii) a
comparable  public  company  analysis in which  McDonald  reviewed  and compared
selected actual and estimated financial,  operating and stock market information
for Ross Roy in  comparison  with  various  companies  whose  stock is traded on
various stock  exchanges and whose business is similar to that of Ross Roy; (iv)
a stock  price and  trading  history in which  McDonald  reviewed  the daily and
weekly trading activity,  including price and volume statistics,  of Omnicom for
the  most  recent  four  years  since  January  1990;  and (v) a  review  of the
historical and projected results of Ross Roy.

     In rendering its Opinion,  McDonald assumed and relied, without independent
verification,  upon the accuracy and  completeness  of the  financial  and other
information  publicly  available or furnished  to or  otherwise  discussed  with
McDonald.  With respect to financial forecasts and other information provided to
or otherwise  discussed with McDonald,  McDonald assumed that such forecasts and


                                       18
<PAGE>

other  information  were  reasonably  prepared  on  bases  reflecting  the  best
currently  available  estimates  and  judgments of the  management  of Ross Roy.
McDonald did not express any opinion as to what the value of the Omnicom  Common
Stock will be when issued to Ross Roy Shareholders pursuant to the Merger or the
price at which the Omnicom Common stock will trade or otherwise be  transferable
subsequent  to the  Merger.  In  addition,  McDonald  did not make or  obtain an
independent evaluation or appraisal of the assets or liabilities  (contingent or
otherwise) of Ross Roy or Omnicom nor did McDonald make any physical  inspection
of the  properties  or assets of Ross Roy or Omnicom.  McDonald was not asked to
consider and its opinion  does not address the relative  merits of the Merger as
compared to any alternative business strategies that might exist for Ross Roy or
the effect of any other transaction in which Ross Roy might engage. In addition,
although McDonald evaluated the financial terms of the Merger,  McDonald was not
asked to and did not recommend the specific  consideration to be paid by Omnicom
in the Merger.  No other  limitations  were imposed by Ross Roy on McDonald with
respect  to the  investigations  made or  procedures  followed  by  McDonald  in
rendering its opinion.

     In arriving at its  opinion,  McDonald  did not  attribute  any  particular
weight to any analysis or factor  considered by it, but rather made  qualitative
judgments as to the significance  and relevance of each analysis and factor.  In
its  analyses,  McDonald  made  numerous  assumptions  with respect to Ross Roy,
industry  performance,   general  business,   economic,   market  and  financial
conditions and other  matters,  many of which are beyond the control of Ross Roy
and Omnicom.

     McDonald was retained  based on its  experience  as a financial  advisor in
connection with mergers and  acquisitions.  McDonald,  as part of its investment
banking  business,  is  customarily  engaged in the valuation of businesses  and
their  securities  in  connection  with  mergers  and  acquisitions,  negotiated
underwritings,  competitive  biddings,  secondary  distributions  or listed  and
unlisted securities, private placements and valuations for estate, corporate and
other purposes.

     McDonald  was  retained by Ross Roy in late  summer  1994 as its  financial
adviser to evaluate strategic  alternatives being considered by Ross Roy at that
time.  The terms of engagement of McDonald  included the rendering of a fairness
opinion if requested by Ross Roy. For its services as financial  advisor to Ross
Roy,  Ross Roy  agreed  to pay  McDonald  a fee  equal to .8% of the  amount  of
consideration  up to $50 million received in a transaction plus 2% of the amount
of consideration  between $50 million and $60 million received in a transaction.
In  addition,   Ross  Roy  agreed  to  reimburse   McDonald  for  it  reasonable
out-of-pocket  expenses,  not to exceed $15,000,  and an additional  $20,000 for
rendering a fairness  opinion.  Ross Roy has also agreed to  indemnify  and hold
McDonald,  its officers,  directors,  employees,  agents and controlling persons
harmless from and against all claims, liabilities,  losses, damages and expenses
that they incur  (including  reasonable fees of counsel)  related to, or arising
out of, its engagement.

     A copy  of the  McDonald  Opinion  has  been  filed  as an  Exhibit  to the
Registration Statement of which this Prospectus/Information  Statement is a part
and is incorporated herein by reference.

Recommendation of the Ross Roy Board of Directors

     For the reasons set forth above,  the Ross Roy Board of Directors  believes
that the Merger is fair to, and in the best  interests of, Ross Roy and the Ross
Roy  Shareholders  and recommends  that the Ross Roy  Shareholders  vote FOR the
approval of the Merger Agreement and the transactions contemplated thereby.

                        Omnicom's Reasons for the Merger

     Omnicom's  Board of  Directors  believes  that  the  Merger  represents  an
opportunity to strengthen the reach of its Diversified  Agency Services Division
through the  acquisition  of a full  service  marketing  communication  services
company with lines of business including training, direct response, advertising,
telemarketing, promotion and other related activities.

     The Omnicom  Board of Directors  believes  that the Merger will enhance its
relationship  with Chrysler,  Ross Roy's largest  client,  and a client which is
also serviced by BBDO, another Omnicom company.

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


                                       19
<PAGE>

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

                Interests of Ross Roy's Management in the Merger

     (The following  describes  certain interests of the directors and executive
officers of Ross Roy in the Merger that are in addition to the interests of Ross
Roy Shareholders generally.)

Employment and Non-Competition Arrangements

     Pursuant  to the Merger  Agreement,  Ross Roy will  enter  into  employment
agreements  with each of the following key  executives who are also directors of
Ross Roy:  Timothy  G,  Copacia,  Paula A.  Eridon,  Chris A.  Lawson,  F. Peter
Middleton,  Peter R. Mills, Janet C. Muhleman, Calvin L. Parent, Richard C. Ward
and Gary I.  Wolfson.  In the  case of  Messrs.  Lawson,  Mills,  Middleton  and
Wolfson,  these employment  agreements will replace existing  agreements between
such  individuals  and Ross Roy. It is  anticipated  that,  except as  indicated
below,  the  new  employment  agreements  will  have  a term  commencing  on the
Effective Date and ending on the first anniversary date thereof, and provide for
annual salary  compensation and fringe benefits  substantially the same as those
such persons  were  receiving  immediately  prior to the Merger.  Such  persons,
together  with the  other  employees  of Ross  Roy,  will  also be  eligible  to
participate  in the Ross Roy  discretionary  bonus plan.  In respect of calendar
year 1994, Ross Roy paid discretionary bonuses of 22% of income before taxes, of
which 58% was paid to its executive  officers and  directors.  It is anticipated
that the aggregate bonuses payable under the Ross Roy  discretionary  bonus plan
for 1995 as a percentage of income before taxes will be comparable to 1994.  The
allocation  of  such  bonuses  to  executive  officers  and  directors  is  also
anticipated to be comparable to 1994.

     The employment agreements for Messrs.  Middleton and Wolfson will terminate
on May 23, 1997,  and October 31, 1996,  respectively,  being the dates on which
their former employment  agreements were scheduled to terminate.  The employment
agreement for Mr. Lawson will terminate on the second  anniversary  date thereof
and  provides  for a  severance  payment  (i) in the  event  his  employment  is
terminated by Ross Roy without cause or by Mr. Lawson for good reason during the
initial  term  thereof  (a  "wrongful  termination"),  or (ii) in the event such
agreement is not renewed beyond the initial term; such severance payment is less
than the  severance  payment  that would have been  payable  under Mr.  Lawson's
current agreement in the event of a wrongful  termination  following a change in
control of Ross Roy. The  employment  agreement for Mr. Mills will  terminate on
the second  anniversary  date  thereof and  provides  that his current  deferred
compensation arrangement will remain in effect.

     In  addition,  pursuant to the terms of the Merger  Agreement,  each of the
executives who is entering into an employment  agreement as described above will
also enter into a non-competition agreement with Omnicom and Ross Roy which will
have a term  commencing on the Closing Date and ending on the later of the third
anniversary  of the  Closing  Date  and  two  years  after  the  termination  of
employment.  There is no additional  consideration being paid in connection with
these non-competition agreements.

Other Interests

     Mr. Lawson is the EPU Holder under the EPU Plan and will receive  shares of
Omnicom Common Stock in payment of such EPUs as a result of the Merger. See "The
Merger Agreement and The Merger--Payment of Obligations Under EPU Plan".

     Messrs.  Lawson  and  Ward  are  also  nominees  to  serve  as the Ross Roy
Shareholder    Representative   and   the   alternate   Ross   Roy   Shareholder
Representative,  respectively.  See  "The  Escrow  Agreement  and the  Ross  Roy
Shareholder Representative".
     
     Messrs.  Lawson and Mills are to continue to serve as directors of Ross Roy
following the Effective  Time of the Merger.  See "The Merger  Agreement and the
Merger--Background  of and  Ross  Roy's  Reasons  for  the  Merger;  Opinion  of
Financial Advisor; Recommendation of the Ross Roy Board of Directors--Overview".


                                       20
<PAGE>

                  Procedure for Distributing Shares of Omnicom
                     Common Stock to Ross Roy Shareholders

     A transmittal form will be furnished to the Ross Roy Shareholders  prior to
the  Effective  Time of the Merger for use in  transmitting  their  certificates
evidencing their shares of Ross Roy Common Stock to Omnicom to exchange them for
certificates evidencing the Omnicom Common Stock to which they are entitled as a
result  of the  Merger.  The  instructions  on the form of  transmittal  must be
complied  with by each  surrendering  shareholder.  Pursuant to the  transmittal
form,  each Ross Roy  Shareholder  will also grant to  Omnicom a first  priority
security interest in his respective shares of Omnicom Common Stock which will be
held in accordance with the provisions of the Escrow Agreement  described below.
See "The Escrow Agreement and the Ross Roy Shareholder Representative".

     On or as  soon as  practicable  after  the  Closing  Date,  each  Ross  Roy
Shareholder   shall  receive  by  first-class   mail  in  accordance   with  the
instructions of such Ross Roy Shareholder as set forth in his transmittal  form,
a certificate or certificates representing the next lower number of whole shares
of  Omnicom  Common  Stock  into  which  the  shares  of Ross Roy  Common  Stock
represented  by the  certificate  or  certificates  of Ross Roy Common  Stock so
surrendered  shall have been converted  pursuant to the Merger and, in addition,
cash in lieu of a fractional share that such Ross Roy Shareholder is entitled to
receive,  subject  to the  provisions  of the  Escrow  Agreement.  Each Ross Roy
Shareholder  will  also  receive a receipt  indicating  the  number of shares of
Omnicom  Common  Stock  being held in the  General  Escrow  Fund and the Special
Escrow Fund in the name of such Ross Roy Shareholder.

     Dividends  and other  distributions  which may be  payable  by  Omnicom  to
holders of record of Omnicom  Common  Stock as of a date on or after the Closing
Date and which are paid prior to the  delivery of Omnicom  Common  Stock to Ross
Roy  Shareholders  entitled  thereto,  will  be paid to  such  former  Ross  Roy
Shareholders  at the same time the Omnicom  Common Stock is  transferred to them
upon  surrender  of  certificates  representing  their shares of Ross Roy Common
Stock. Such former  shareholders will not be entitled to interest or earnings on
such dividends or other distributions pending receipt.

                              The Merger Agreement
The Merger

     Under the  terms of the  Merger  Agreement,  at the  Effective  Time of the
Merger,  OmniSub will be merged with and into Ross Roy, whose separate corporate
existence will continue as a wholly-owned subsidiary of Omnicom.

Determination of Conversion Price

     Under  the  terms of the  Merger  Agreement,  at the  Effective  Time  each
outstanding  share of Ross Roy Common  Stock will be  converted  into  shares of
Omnicom Common Stock,  based upon the Conversion  Price  described below and the
average of the closing  prices per share of Omnicom  Common Stock as reported on
the New York Stock  Exchange  for the 20  consecutive  trading  days  ending two
business days immediately  prior to the Effective Time. No fractional  shares of
Omnicom Common Stock will be issued but in lieu thereof each holder of shares of
Ross Roy Common Stock who otherwise  would have been entitled to a fraction of a
share of Omnicom  Common Stock will be paid the cash value of such fraction of a
share based upon the Market Value thereof.

     The  "Conversion  Price"  will  result in an  amount  per share of Ross Roy
Common  Stock  equal to (x) the  total of (i)  $52,000,000,  plus (ii) the total
repurchase price originally paid to Former Eligible Employee Holders, plus (iii)
the  product  of  $216,200  (being  the base value at the grant date of the EPU)
multiplied  by the "tax gross up factor"  described  in "Payment of  Obligations
Under EPU Plan" below (which is currently  1.1921),  divided by (y) the total of
(iv) the number of shares of Ross Roy Common Stock  outstanding at the Effective
Time of the Merger, plus (v) the total number of shares of Ross Roy Common Stock
repurchased  from Former  Eligible  Employee  Holders,  plus (vi) the product of
10,000  (being the number of  outstanding  EPUs)  multiplied by the tax gross-up
factor.

     Based upon the  assumptions  set forth  under  "Summary --  Description  of
Certain Terms of the Merger  Agreement -- Conversion of Ross Roy Common  Stock",
subject to the  obligation  to deposit  shares of Omnicom  Common Stock into the
Escrow  Funds  pursuant to the Escrow  Agreement,  each share of Ross Roy Common


                                       21
<PAGE>

Stock  would be  converted  into the right to receive  shares of Omnicom  Common
Stock having a Market Value of $118.21.  Based upon the assumed  Market Value of
$58.875, this would equate to 2.0078 shares of Omnicom Common Stock.

Payment of Obligations Under EPU Plan

     Ross Roy has outstanding 10,000 EPUs under its EPU Plan. Under the terms of
the EPU Plan,  the EPU  Holder  has the right to receive in respect of each EPU,
upon a change in control of Ross Roy, a payment in an amount equal to the excess
of the per share  consideration  received  by the Ross Roy  Shareholders  in the
relevant  transaction  over the  base  price of such  EPU,  multiplied  by a tax
gross-up  factor.  The tax gross-up factor equals the result of dividing the net
amount that would be received after applying the maximum  capital gains tax rate
(currently  28%) by the amount that would be received after applying the maximum
ordinary income tax rate (currently 39.6%),  using the rates in effect as of the
date of payment of the EPUs.  Currently,  the tax gross-up factor is 1.1921.  At
the Effective  Time of the Merger,  Omnicom will satisfy the  obligation of Ross
Roy to the EPU Holder in whole shares of Omnicom  Common  Stock,  subject to the
same  terms  and  conditions  as if he were a Ross  Roy  Shareholder,  including
without  limitation the  indemnification  obligations  described  below. The EPU
Holder  has   delivered  to  Omnicom  his  written   agreement  to  accept  such
consideration  subject  to  such  obligations,   and  to  accept  the  Ross  Roy
Shareholder  Representative  as  appointed by the Ross Roy  Shareholders  at the
Special Meeting as his agent on the same basis as the Ross Roy Shareholders.

     Based upon the  assumptions  set forth  under  "Summary --  Description  of
Certain Terms of the Merger  Agreement -- Conversion of Ross Roy Common  Stock",
subject to the  obligation  to deposit  shares of Omnicom  Common Stock into the
Escrow Funds pursuant to the Escrow Agreement,  the EPU Holder would be entitled
to receive  shares of Omnicom  Common Stock having an aggregate  Market Value of
$____. Based upon the assumed Market Value of $58.875, this would equate to ____
shares of Omnicom Common Stock in payment of his EPU.

Payment of Obligations to Former Eligible Employee Holders

     There is currently one Former  Eligible  Employee Holder from whom Ross Roy
repurchased  2,400  shares of Ross Roy  Common  Stock  (the  "Current  Holder").
Pursuant to the Ross Roy  Articles,  such  Former  Eligible  Employee  Holder is
entitled to receive his pro rata share of the consideration received by the Ross
Roy  Shareholders in the Merger,  as reduced by the amounts  theretofore paid by
Ross Roy to him in respect of his repurchased  shares.  At the Effective Time of
the  Merger,  Omnicom  will  satisfy the  obligation  of Ross Roy to the Current
Holder,  and to any other  individual  who  becomes a Former  Eligible  Employee
Holder  prior to the  Effective  Time of the Merger,  in whole shares of Omnicom
Common Stock,  subject to the same terms and conditions as if such person were a
Ross  Roy  Shareholder,   including  without   limitation  the   indemnification
obligations described below.

     Based upon the  assumptions  set forth  under  "Summary --  Description  of
Certain Terms of the Merger  Agreement -- Conversion of Ross Roy Common  Stock",
subject to the  obligation  to deposit  shares of Omnicom  Common Stock into the
Escrow  Funds  pursuant to the Escrow  Agreement,  the Current  Holder  would be
entitled to receive  shares of Omnicom  Common Stock having an aggregate  Market
Value of $_____.  Based upon the assumed  Market  Value of  $58.875,  this would
equate to ____ shares of Omnicom Common Stock.

Indemnification Obligations

     Under the Merger Agreement,  the Ross Roy  Shareholders,  pro-rata together
with the EPU Holder and the Former Eligible  Employee  Holders,  are required to
indemnify,  defend and hold harmless Omnicom and OmniSub,  and their affiliates,
directors,  officers and employees  for (i)  liabilities,  obligations,  losses,
penalties, claims, actions, judgments or causes of action, assessments, costs or
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
disbursements)  ("losses")  as a  consequence  of  or  in  connection  with  any
inaccuracy  or breach of any  representation,  warranty  or covenant of Ross Roy
contained in or made  pursuant to the Merger  Agreement,  but only to the extent
that such  losses  exceed  $250,000  and (ii) the  payment  of any  judgment  or
settlement  in respect of any matter set forth on a  specified  schedule  to the
Merger Agreement in excess of the aggregate  reserves  recorded for such matters
in the  financial  records of Ross Roy, all of which  matters are  contingencies
whose  outcomes  could not reasonably be determined at the time of the execution
of the Merger Agreement.


                                       22
<PAGE>

     To satisfy these  indemnification  obligations,  the Ross Roy Shareholders,
together  on a pro  rata  basis  with the EPU  Holder  and the  Former  Eligible
Employee  Holders,  will deposit shares of Omnicom Common Stock into the General
Escrow Fund and the Special Escrow Fund under the Escrow Agreement.  The General
Escrow Fund will  contain  shares of Omnicom  Common  Stock  having an aggregate
Market   Value   equal  to   $2,525,000,   and  will  be  used  to  satisfy  the
indemnification   obligations  described  under  clause  (i)  of  the  preceding
paragraph.  The Special  Escrow Fund will contain shares of Omnicom Common Stock
having  an  aggregate  Market  Value  equal to  $1,300,000,  and will be used to
satisfy  the  indemnification  obligations  described  under  clause (ii) of the
preceding paragraph. Indemnification obligations arising under clause (i) may be
satisfied only from the General Escrow Fund, and those arising under clause (ii)
may be satisfied only from the Special Escrow Fund.

     The  indemnification  obligations  of the  Ross Roy  Shareholders,  the EPU
Holder and the Former Eligible Employee Holders will be limited to and satisfied
solely from,  the General  Escrow Fund and Special  Escrow Fund under the Escrow
Agreement  (such that neither  Omnicom nor any of its  affiliates  will have any
recourse  for the  payment of any  losses or other  damages  arising  out of the
transactions  contemplated by the Merger Agreement against any such persons, nor
shall any of such persons be personally  liable for any such losses or damages).
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 Ross
Roy following  the  Effective  Time of the Merger or one year from the Effective
Time  (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).
Indemnification  obligations to be satisfied out of the Special Escrow Fund will
terminate at such time as all such matters shall have been fully paid or finally
settled.

Representations and Warranties

      The  Merger  Agreement  contains  various  customary  representations  and
warranties of Ross Roy relating to, among other things: (a) the organization and
similar  corporate  matters  of Ross Roy and each of its  subsidiaries;  (b) the
capital structure of Ross Roy and each of its subsidiaries;  (c)  authorization,
execution,  delivery, performance and enforceability of the Merger Agreement and
related  matters;  (d) absence of conflicts under charters or by-laws,  required
consents or approvals and no violations of any agreements or laws; (e) financial
statements  provided  to Omnicom by Ross Roy;  (f)  absence of certain  material
adverse events,  changes or effects; (f) certain accounting matters; (g) certain
contracts,  including,  but not limited to,  certain real and personal  property
leases,  and employment,  consulting and benefit  matters;  (h) litigation;  (i)
certain tax matters; (j) undisclosed liabilities;  (k) insurance; (l) compliance
with law and licenses,  authorizations and permits held by Ross Roy 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;  and () trademarks,  trade
names,  assumed  or  fictitious  names,  copyrights,  logos,  service  marks and
slogans.

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

Certain Covenants

     Pursuant  to the Merger  Agreement,  Ross Roy has agreed  that,  during the
period from the date of the Merger  Agreement  until the Closing Date,  Ross Roy
and each of its subsidiaries will, among other things: (a) not solicit, initiate
or encourage any other offer or inquiry  concerning the  acquisition of Ross Roy
except as may be necessary to fulfill the fiduciary obligations of the Directors
of Ross Roy (in which  case,  if such an  alternate  transaction  results in the
termination  of the Merger  Agreement,  Omnicom  will be  entitled  to receive a
$1,000,000  termination  fee);  (b)  give  timely  notice  of a  meeting  to its
shareholders to approve the Merger Agreement and the appointment of the Ross Roy
Shareholder Representative; (c) inform Omnicom's management as to the operation,
management and business of Ross Roy; (d) permit Omnicom to make such  reasonable
investigation of the assets,  properties and businesses of Ross Roy as they deem
necessary or advisable;  and (e) except (i) as permitted by the Merger Agreement
and (ii) as otherwise consented to in writing by Omnicom, operate its businesses


                                       23
<PAGE>

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 Merger  Agreement,  Omnicom has agreed to cause Ross Roy to
maintain in effect for six years (or a lesser period of time, in certain events)
the  current  policies of  directors'  and  officers'  liability  insurance  and
fiduciary liability insurance  maintained by Ross Roy, or to substitute therefor
policies containing substantially the same coverage.

     Pursuant to the Merger Agreement, Ross Roy and Omnicom have covenanted with
one another to take certain additional  actions,  including without  limitation;
(a) Ross Roy and Omnicom each shall take all corporate  and other  action,  make
all filings with  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  Merger;  (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; and (c) to each
use its reasonable  efforts to consummate the Merger and the other  transactions
contemplated by the Merger Agreement.

Certain Conditions to the Merger

     In  addition to  approval  of the Merger  Agreement  and the Merger and the
appointment  of  the  Ross  Roy  Shareholder  Representative  by  the  Ross  Roy
Shareholders at the Special Meeting,  and to the required regulatory  approvals,
the respective  obligations  of Omnicom,  OmniSub and Ross Roy to consummate the
Merger 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 Merger Agreement;  (ii) the performance by
the parties of their respective  obligations under the Merger Agreement prior to
the Closing  Date;  (iii) the  absence of any  material  adverse  changes in the
condition of the  businesses of Ross Roy 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 Merger  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 Merger Agreement; and (vii) the absence of any
action or proceeding by any  governmental  agency that might result in enjoining
the consummation of said transactions.

     The  obligations of Omnicom and OmniSub to effect the Merger are subject to
satisfaction of certain additional conditions including, without limitation: (i)
the  SEC  not  having  objected  to  Omnicom's  treatment  of  the  Merger  as a
pooling-of-interests  for  accounting  purposes;  and  (ii)  the  execution  and
delivery of employment agreements with Ross Roy by each of Peter R. Mills, Chris
A. Lawson, F. Peter Middleton,  Timothy G. Copacia,  Paula A. Eridon,  Calvin L.
Parent,  Gary I.  Wolfson,  Richard  C.  Ward  and  Janet C.  Muhleman,  and the
execution  and  delivery  of  non-competition  agreements  by each of such  nine
individuals.

     The  obligations  of Ross Roy to  effect  the  Merger  are  subject  to the
satisfaction of certain additional conditions including, without limitation, the
receipt by Ross Roy of the McDonald fairness opinion.

     Pursuant to the terms of the Merger Agreement, each of Omnicom and Ross Roy
is entitled to waive any of its conditions to  consummation of the Merger to the
extent that any such  condition  is not  satisfied  in full by the other  party,
other than  conditions  relating to the  treatment of the Merger by the SEC as a
pooling-of-interests  for  accounting  purposes and the approval of the Ross Roy
Vote Matters by the Ross Roy Shareholders.

Closing Date

     The Closing Date shall occur on the fifth  business day  following the date
on which the last of the of the  above-described  conditions to the Merger shall
have been fulfilled or waived in accordance with the Merger Agreement or on such
other date as Omnicom and Ross Roy shall agree.

Termination

     The Merger Agreement may be terminated and the  contemplated  Merger may be
abandoned at any time prior to the Closing,  whether before or after approval by
the Ross Roy  Shareholders,  (a) by mutual consent of the Boards of Directors of
Omnicom,  OmniSub and Ross Roy; (b) by either  Omnicom and  OmniSub,  on the one


                                       24
<PAGE>

hand,  or Ross  Roy,  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 Merger  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 Merger;  (c) by the Board of  Directors  of
Omnicom,  OmniSub or Ross Roy,  if a final and  nonappealable  order,  decree or
judgment  of any court or other  governmental  authority  is issued  which would
enjoin the Merger;  (d) by either Omnicom and OmniSub or Ross Roy if the Closing
Date shall not have occurred prior to the close of business on December 29, 1995
or if the  conditions  to such  parties'  obligation  to close shall have become
incapable  of being  satisfied  by  December  29,  1995;  or (e) by the Board of
Directors of Ross Roy if Ross Roy enters into a definitive  agreement  accepting
an  acquisition  proposal  (or  resolves to do so) which the Board of  Directors
concludes in good faith on the basis of advice from independent counsel that (i)
such action is required in order for such Board of  Directors to act in a manner
which is consistent with its fiduciary  obligations imposed under applicable law
and (ii) the acquisition proposal would be an economically  superior alternative
to the Merger for the Ross Roy Shareholders.

     If either (i) Ross Roy or Omnicom  terminates the Merger Agreement pursuant
to the provision  described in clause (d) above  following a failure of the Ross
Roy   Shareholders  to  approve  the  Merger   Agreement  and  the  transactions
contemplated  thereby,  if before the  Special  Meeting  there was a proposal or
offer for an acquisition  proposal which at the time of the Special  Meeting was
not rejected by the Board of Directors of Ross Roy, or (ii) Ross Roy  terminates
the Merger  Agreement  pursuant to clause (e),  then Ross Roy shall,  within one
business  day  after  receipt  of a  request  from  Omnicom,  pay to  Omnicom  a
termination fee of $1,000,000.

Amendment

     The Merger 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.

                              Other Considerations

Certain Income Tax Consequences

     (The  following is a brief  summary of the income tax  consequences  of the
Merger.  It is not  intended to be a complete  explanation  thereof and is based
upon certain assumptions set forth in the opinion of Deloitte & Touche LLP filed
as an Exhibit to the Registration Statement of which this Prospectus/Information
Statement is a part. No opinion has been expressed as to the U.S. state or local
tax  consequences  or foreign  tax  consequences  except in respect of  Canadian
residents of these  transactions.  In  addition,  the  following is  necessarily
general  in  nature  and  does  not  take  into  account  the   particular   tax
circumstances of any individual Ross Roy Shareholder.  Each Ross Roy Shareholder
should  consult his own tax  advisors  as to the  specific  consequences  of the
proposed  Merger for such  Shareholder,  including the application and effect of
state, local and foreign tax laws.)

     The Merger has been  structured  to qualify as a "tax-free"  reorganization
within the  meaning of Section  368 of the  Internal  Revenue  Code of 1986,  as
amended  (the  "Code").  Deloitte & Touche LLP,  Ross Roy's tax  advisors in the
Merger,  has rendered its opinion as to the federal income tax  consequences  of
the  Merger.  The opinion of  Deloitte & Touche LLP is based  entirely  upon the
Code,  regulations now in effect thereunder,  current administrative rulings and
practice,  and judicial authority,  all of which are subject to change. Unlike a
ruling  from the  Internal  Revenue  Service,  an opinion is not  binding on the
Internal  Revenue  Service  and  there can be no  assurance,  and none is hereby
given,  that the Internal  Revenue Service will not take a position  contrary to
one or more positions reflected herein or that the opinion will be upheld by the
courts if challenged by the Internal Revenue Service.

     In the  opinion  of  Deloitte  & Touche  LLP,  which  opinion is based upon
various  representations  and subject to various assumptions and qualifications,
the following  federal income tax  consequences,  among others,  result from the
Merger:

          1. No gain or loss will be  recognized  by Ross Roy as a result of the
     Merger or the  exchange  of shares of Ross Roy  Common  Stock for shares of
     Omnicom Common Stock.


                                       25
<PAGE>

          2. No gain or loss will be recognized by a Ross Roy Shareholder on the
     exchange of Ross Roy Common Stock solely for Omnicom Common Stock.

          3. The aggregate  basis of the Omnicom Common Stock received by a Ross
     Roy Shareholder  (including any fractional  share interest such Shareholder
     might  otherwise  receive) will be the same as the aggregate  basis for the
     shares of Ross Roy Common Stock surrendered in exchange therefor.

          4. The payments of cash in lieu of  fractional  shares will be treated
     as if the  fractional  shares were  distributed as part of the exchange and
     then  redeemed by Omnicom.  Any Ross Roy  Shareholder  who receives cash in
     lieu of a fractional  share interest in Omnicom will recognize gain or loss
     measured by the  difference  between  the cash  received in respect of such
     fractional  share and the portion of the basis of his Ross Roy Common Stock
     allocable thereto.

          5. The holding  period of the Omnicom  Common Stock received by a Ross
     Roy Shareholder  (including any fractional  share interest such Shareholder
     might  otherwise  receive) will include the holding  period of the Ross Roy
     Common Stock  surrendered  in the  exchange  therefor,  provided  that such
     surrendered Ross Roy Common Stock was held by such Shareholder as a capital
     asset on the date of the Merger.

     No ruling will be sought from the  Internal  Revenue  Service on any of the
foregoing federal tax consequences of the Merger.

     With  respect to the  Omnicom  Common  Stock to be  received  by the Former
Eligible Employee Holder:

          1.  The  Omnicom   Common  Stock   received   will  be  an  additional
     distribution for the previously  redeemed Ross Roy Common Stock and will be
     taxable to the extent of the fair market value, at the date distributed, of
     the  Omnicom  Common  Stock a  portion  of which  may be  characterized  as
     interest income.

          2. The Former Eligible  Employee  Holder's basis in the Omnicom Common
     Stock  shall  equal  its  fair  market  value,  as  determined  on the date
     received.

     No ruling will be sought from the  Internal  Revenue  Service on any of the
foregoing federal tax consequences to the Former Eligible Employee Holder.

     With respect to the Omnicom Common Stock to be received by the EPU Holder:

          1. The fair market value of the Omnicom Common Stock shall be included
     in gross income of the EPU Holder as compensation.

          2. The EPU Holder's  basis in the Omnicom Common Stock shall equal the
     amount included by the EPU Holder in gross income.

     No ruling will be sought from the  Internal  Revenue  Service on any of the
foregoing federal tax consequences to the EPU Holder.

     With respect to certain Ross Roy Shareholders  who are Canadian  residents,
for Canadian tax purposes:

          1. The fair market  value of the Omnicom  Common  Stock  received,  as
     determined  on the date  received,  less the adjusted cost base in the Ross
     Roy Common Stock exchanged,  shall be gain, of which three-fourths shall be
     included in gross income.

          2. The adjusted cost base of the Omnicom  Common Stock  received shall
     equal its fair market value, as determined on the date received.

     No  ruling  will be sought  from  Revenue  Canada  on any of the  foregoing
federal tax consequences to the Canadian resident Ross Roy Shareholders.

     A copy of the opinion of Deloitte & Touche LLP has been filed as an Exhibit
to the Registration Statement of which this Prospectus/Information  Statement is
a part and is incorporated herein by reference.


                                       26
<PAGE>

Accounting Treatment

     The Merger will be accounted  for as a  pooling-of-interests  for financial
reporting purposes in accordance with generally accepted accounting  principles.
Accordingly, upon consummation of the Merger, the assets and liabilities of Ross
Roy will be  included  in the  consolidated  balance  sheet of  Omnicom  and its
subsidiaries  in the  amounts  which  were  included  in the  books  of Ross Roy
immediately before the Merger.

Regulatory Approvals

     Under the  Hart-Scott-Rodino Act and the rules promulgated therewith by the
FTC, the Merger 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 Ross Roy
each filed  notification and report forms under the  Hart-Scott-Rodino  Act with
the FTC and the Antitrust  Division on ____________,  1995. The required waiting
period under the  Hart-Scott-Rodino Act was terminated early on _______________,
1995. 

     At any time  before or after  consummation  of the  Merger,  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 Merger 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
Merger 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 Ross Roy believe that
the Merger 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
Merger on antitrust  grounds will not be made or that, if such a challenge  were
made,  Omnicom  and Ross Roy would  prevail or would not be  required  to accept
certain  conditions,  possibly  including  certain  divestitures  of  assets  of
Omnicom, in order to consummate the Merger.

Resales of Omnicom Common Stock

     All shares of Omnicom Common Stock received by the Ross Roy Shareholders as
a result  of the  Merger  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 Ross Roy prior to the
Merger ("Ross Roy Affiliates") shall be subject to certain restrictions, as more
fully described below. Persons who may be deemed to be affiliates of Ross Roy 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  shareholders  of such
party. The Merger  Agreement  provides that Ross Roy will furnish Omnicom with a
list  identifying  all persons who may be considered to be Ross Roy  Affiliates,
and gives Omnicom the right to review such list and require changes. Ross Roy is
required  to use its best  efforts to cause each of the Ross Roy  Affiliates  to
execute a written  agreement  to comply  fully with the  restrictions  described
below,  and the receipt of such written  agreements from each Ross Roy Affiliate
is a condition to Omnicom's obligation to consummate the Merger.

     Federal  Securities  Laws.  Shares of Omnicom Common Stock received by Ross
Roy Affiliates may be resold by such Ross Roy  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
Merger, Ross Roy 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 Ross Roy after the Closing Date.  This  prohibition  precludes the
use of "hedging" techniques during this period.


                                       27
<PAGE>

Stock Exchange Listing

     It is a  condition  to the Merger that the shares of Omnicom  Common  Stock
required to be issued in connection with the Merger 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 Ross  Roy  Common  Stock  are not  entitled  to any  rights  of
dissenting shareholders under Michigan law in connection with the Merger.

                          THE ESCROW AGREEMENT AND THE
                      ROSS ROY SHAREHOLDER REPRESENTATIVE

The Escrow Agreement

     (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  text of the Escrow  Agreement  which is filed as an
Exhibit thereto and is incorporated herein by reference.)

     As described  under "--The  Merger  Agreement  and the  Merger--The  Merger
Agreement--Indemnification  Obligations",  in order to  satisfy  indemnification
obligations under the Merger Agreement, the Ross Roy Shareholders, together on a
pro rata basis with the EPU Holder  and the Former  Eligible  Employee  Holders,
will deposit shares of Omnicom Common Stock into the General Escrow Fund and the
Special  Escrow Fund under the Escrow  Agreement.  The General  Escrow Fund will
contain shares of Omnicom Common Stock having an aggregate Market Value equal to
$2,525,000,  and the Special  Escrow Fund will contain  shares of Omnicom Common
Stock having an aggregate Market Value equal to $1,300,000.

     Each of the Ross Roy  Shareholders,  the EPU Holder and the Former Eligible
Employee  Holders shall be depositing  his pro rata share of the General  Escrow
Fund or Special  Escrow Fund (rounded up to the nearest whole share)  determined
by multiplying  the aggregate  number of shares of Omnicom Common Stock required
to be deposited  into such Escrow Fund by a fraction,  the numerator of which is
the number of shares of Omnicom Common Stock issuable to such  individual in the
Merger  and the  denominator  of which is the total  number of shares of Omnicom
Common Stock issuable in the Merger to all such individuals  required to provide
indemnification.

     Based upon the  assumptions  set forth above under  "Conversion of Ross Roy
Common Stock", of the $118.21  Conversion Price payable in respect of each share
of Ross Roy Common  Stock,  Omnicom  Common  Stock having a Market Value of $___
would be deposited in the General  Escrow Fund and Omnicom Common Stock having a
Market Value of $___ would be deposited  in the Special  Escrow Fund.  Since the
amounts  held  in such  Escrow  Funds  are  subject  to  claims  for  contingent
liabilities,  there can be no  assurances  that  amounts  held  therein  will be
returned to the Ross Roy Shareholders.

     For purposes of satisfying  any claims,  each share of Omnicom Common Stock
deposited in either Escrow Fund will be valued at the Market  Value,  regardless
of actual fluctuations of the market value of the Omnicom Common Stock after the
Closing Date.

     Pursuant to the Escrow Agreement, the Ross Roy Shareholder  Representative,
on behalf  of the Ross Roy  Shareholders,  shall  grant to  Omnicom  a  security
interest in the Escrow Funds to secure the  performance  of the  indemnification
obligations  of the Ross Roy  Shareholders  under the Merger  Agreement  and the
performance of their obligations to Omnicom under the Escrow Agreement.

     The Escrow  Agreement  shall  automatically  terminate  if and when all the
shares of  Omnicom  Common  Stock  held in either  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, upon determination
that an indemnification  payment is due to Omnicom from the General Escrow Fund,
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,


                                       28
<PAGE>

deliver to Omnicom the number of shares of Omnicom  Common Stock,  valued at the
original  Market  Value,  equal  to the  indemnification  payment.  The Ross Roy
Shareholder  Representative  shall have the right to  dispute  any such claim by
Omnicom and require  arbitration of the items in dispute;  any such  arbitration
shall cover all outstanding claims for indemnification by Omnicom and shall take
place on the second  business  day  following  the one year  anniversary  of the
Closing Date.

     On the next business day following the earlier of (x) the first independent
audit  report,  if any, of Ross Roy  following the Closing Date, or (y) one year
from  the  Closing  Date,  the  Escrow  Agent  shall  deliver  to the  Ross  Roy
Shareholders the remaining shares of Omnicom Common Stock then on deposit in the
General  Escrow Fund, as reduced by any amounts  necessary to cover  outstanding
claims, including claims then in dispute.

     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 the Ross Roy  Shareholders,  shall be paid  directly to the Ross Roy
Shareholders, and shall not constitute part of the General Escrow Fund.

     Special Escrow Fund. The Escrow Agreement provides that, upon determination
that an indemnification  payment is due to Omnicom from the Special Escrow Fund,
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 Omnicom the number of shares of Omnicom  Common Stock,  valued at the
original  Market  Value,  equal  to the  indemnification  payment.  The Ross Roy
Shareholder  Representative  shall have the right to  dispute  any such claim by
Omnicom and require  arbitration of the items in dispute;  any such  arbitration
shall cover all outstanding claims for indemnification by Omnicom, and the first
such  arbitration  shall  take place no earlier  than the  second  business  day
following the one year anniversary of the Closing Date.

     At such time as all claims  reimbursable  out of the  Special  Escrow  Fund
shall have been  finally  determined  and all  indemnification  payments  due to
Omnicom have been made to Omnicom,  the Escrow  Agent shall  deliver to the Ross
Roy Shareholders the remaining shares of Omnicom Common Stock then on deposit 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 the Ross Roy  Shareholders,  shall be paid  directly to the Ross Roy
Shareholders, and shall not constitute part of the Special Escrow Fund

Appointment of the Ross Roy Shareholder Representative

     It is a condition to Closing under the Merger  Agreement  that the Ross Roy
Shareholders  appoint the Ross Roy  Shareholder  Representative  to act as their
collective agent in connection with the Escrow Agreement,  including one or more
alternative individuals to act as the Ross Roy Shareholder Representative in the
event that the designated Representative shall have died, resigned, or otherwise
become incapable or unwilling to act as Representative.

     The Ross Roy Shareholder Representative shall also act as the agent for the
Former  Eligible  Employee  Holders  and the EPU  Holder;  the  EPU  Holder  has
delivered to Ross Roy his written agreement to such effect.

     Appointment of the Ross Roy  Shareholder  Representative  shall include the
specific  authorization  for such  Representative to (i) execute and deliver the
Escrow Agreement at the Effective Time of the Merger and any documents  incident
or   ancillary   thereto,   including   without   limitation   any   amendments,
cancellations,  extensions  or waivers in respect  thereof;  (ii) respond to and
make  determinations  in  respect  of the  assertion  of any and all  claims for
indemnification  by  Omnicom,  and to  assert  claims  on behalf of the Ross Roy
Shareholders,  the EPU Holder and the Former Eligible Employee Holders, pursuant
to the  terms of the  Escrow  Agreement  and the terms of the  Merger  Agreement
pertaining  thereto;  (iii)  execute and deliver any stock  powers  which may be
required  to be  executed  by any Ross Roy  Shareholder,  the EPU  Holder or any
Former  Eligible  Employee  Holder in order to permit the delivery to Omnicom of
any shares of Omnicom  Common Stock to be delivered to it pursuant to the Escrow
Agreement; and (iv) take all such other actions as may be necessary or desirable
to  carry  out  his  responsibilities  as  collective  agent  of  the  Ross  Roy
Shareholders,  the EPU Holder and Former Eligible Employee Holders in respect of
the Escrow Agreement.

     In  addition,  the  terms  of the  appointment  shall  be that the Ross Roy
Shareholder  Representative shall not be responsible to any Ross Roy Shareholder
for any loss or damage any such Ross Roy Shareholder may suffer by reason of the
performance  of his  duties,  other  than loss or damage  arising  from  willful
violation of the law or gross negligence in the performance of his duties as the


                                       29
<PAGE>

Ross Roy Shareholder Representative. This term of appointment shall be confirmed
by each Ross Roy Shareholder in the transmittal form furnished by him to Omnicom
as  described  under  "The  Merger  Agreement  and  the   Merger--Procedure  for
Distributing Shares of Omnicom Common Stock to Ross Roy Shareholders".

     Finally,  the appointment of the Ross Roy Shareholder  Representative shall
also  include the consent of the Ross Roy  Shareholders  to the  procedure to be
followed  in the  event  that the Ross Roy  Shareholder  Representative  and any
alternate  shall be unable or  unwilling  to serve or continue to serve as such.
Pursuant to such procedure,  a new Ross Roy Shareholder  Representative shall be
chosen by majority  vote of those persons who were members of the Ross Roy Board
of Directors  immediately prior to the Effective Time of the Merger, any of whom
shall be entitled to call a meeting for such purpose.

     The proposal  before the Ross Roy  Shareholders  is that Chris A. Lawson be
appointed as Ross Roy Shareholder Representative, with Richard C. Ward appointed
as alternate.  Messrs.  Lawson and Ward are directors and executive  officers of
Ross Roy and Ross Roy Shareholders;  Mr. Lawson is also the EPU Holder. See "The
Merger  Agreement  and the  Merger--Interests  of Ross Roy's  Management  in the
Merger" and "Business  Information  Concerning Ross Roy--Executive  Officers and
Directors,  Principal  Shareholders"  for more  detailed  descriptions  of these
interests.

Recommendation of the Ross Roy Board of Directors

     The Ross Roy Board of Directors  believes that the  appointment of the Ross
Roy  Shareholder  Representative  is in  the  best  interests  of the  Ross  Roy
Shareholders  and  recommends  that  the  Ross  Roy  Shareholders  vote  FOR the
appointment  of Chris A.  Lawson as Ross Roy  Shareholder  Representative,  with
Richard C. Ward as alternate.

                    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.


                                       30
<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>


                                       31
<PAGE>

                    BUSINESS INFORMATION CONCERNING ROSS ROY

                            Description of Business

General

     Ross Roy is a full  service  marketing  communications  company,  which was
founded in 1926.  Ross Roy offers a full range of  services  that  include  both
media advertising and marketing  communications and promotional services.  These
services  consist  of  direct  marketing,  sales  promotion,  video  production,
database  management,   telemarketing,   training,   incentive   administration,
production  of  shows  and  meetings,   sales  support  services  and  satellite
teleconferencing.  It  is  also  active  in  the  development  and  use  of  new
communications technologies.

Products and Services

     Direct Marketing -- Services provided in this area include list management,
prospect  targeting,  telemarketing  and fulfillment.  Some of the programs that
Ross Roy has developed for previous  clients  include MCI's  "Friends & Family",
"GE Rewards" and the launch of Citibank's  AAdvantage  credit card. In addition,
Ross Roy currently serves as Chrysler  Corporation's  "Agency of Record" for its
Owner Communications Program and Target Direct Mail Program.

     Database  Management  -- Ross Roy has  developed  and managed  prospect and
customer databases for many of its principal clients. Three IBM AS/400 computers
are  dedicated to this  activity and Ross Roy employs over twenty five  computer
programmers,  each with an average of over ten years of  experience,  to deliver
this service.

     Telemarketing  -- A key aspect of direct marketing is  telemarketing.  Ross
Roy has a staff of over 140 who have the  capability  of  handling  over  25,000
inbound and outbound  telephone  calls daily.  The  information  captured during
these telephone  calls is added to the customer  databases,  analyzed,  enhanced
with other demographic data and used for many different activities including the
development of targeted prospect lists and fulfillment.

     Training  -- Ross Roy  provides a wide  range of  training  services  which
include product training, skills training, motivational training, sales training
and culture training.  Its techniques include seminars,  videocassettes for home
study, interactive videodiscs and a national satellite television network.

     Incentive Administration -- This service includes the processing of rebates
and incentive payments for a number of different clients.

     Shows  and  Meetings  -- Ross Roy  also  creates  and  produces  shows  and
meetings. Its productions utilize the most effective, state-of-the-art audio and
video delivery systems which include television, entertainment, film, videodiscs
and satellite teleconferencing,

Clients

     Ross Roy's clients include Chrysler Corporation,  Domino's Pizza, Inc., The
Sports Authority, Inc., Medicine Shoppe International,  Inc., Masco Corporation,
Nordic Track,  Inc., NBD Bancorp,  Inc.,  Sauder  Woodworking  Company,  Detroit
Edison Company and Blue Cross/Blue  Shield of Michigan.  Its principal client is
Chrysler  Corporation,  which accounted for  approximately 71% of total revenues
during 1994.  Ross Roy services  approximately  350 separate  business  units of
Chrysler.  Chrysler,  which has been a client  since the  Company  was  founded,
utilizes every service that Ross Roy offers.

Employees; Offices

     Ross Roy is a private  company  whose  stock is held by  approximately  100
employee-stockholders.  Ross Roy has over 800 employees, 700 of whom work at its
headquarters located in Bloomfield Hills, Michigan. Ross Roy also has offices in
Windsor, Ontario, Baltimore and Los Angeles.


                                       32
<PAGE>

            Executive Officers and Directors; Principal Shareholders

     The following table is furnished with respect to the executive officers and
directors  of Ross Roy as of June 15,  1995.  There are no family  relationships
between any of the  directors  or executive  officers.  The table also shows the
name and address of each person known by Ross Roy to be the beneficial owners of
more than 5% of either class of Ross Roy Common Stock as of June 15, 1995.

<TABLE>
<CAPTION>

                                                                  Shares of                 Shares of
                                                                   Class A                   Class B
                                              Position             Common                    Common
                                                with                Stock     Percent of      Stock     Percent
Name and Address                              Ross Roy              Owned        Class        Owned     of Class
- ----------------                           -------------          ----------  ----------   -----------  --------
<S>                                        <C>                     <C>          <C>          <C>         <C> 
Timothy G. Copacia                         Director and             5,000         1.43%       5,000       9.12%
c/o Ross Roy Communications, Inc.          Executive Vice
100 Bloomfield Hills Parkway               President--Director
Bloomfield Hills, Michigan 48304           Account Services

Paula A. Eridon                            Director and               830         0.24%           0       0.00%    
c/o Ross Roy                               Executive Vice
Communications, Inc.                       President--Director
100 Bloomfield Hills Parkway               Business Development
Bloomfield Hills, Michigan 48304          

Verne C. Hampton, II                       Director and                 0         0.00%           0       0.00%    
c/o Ross Roy                               Secretary
Communications, Inc.                       
100 Bloomfield Hills Parkway
Bloomfield Hills, Michigan 48304

Chris A. Lawson                            Director and            37,946        10.89%      10,000      18.25%    
c/o Ross Roy                               Executive Vice
Communications, Inc.                       President--Finance,
100 Bloomfield Hills Parkway               Chief Financial
Bloomfield Hills, Michigan 48304           Officer, Treasurer
                                           

F. Peter Middleton                         Director and             5,000         1.43%       5,000       9.12%
c/o Ross Roy Communications, Inc.          Executive Vice
100 Bloomfield Hills Parkway               President--Director
Bloomfield Hills, Michigan 48304           Diversified Services

Peter R. Mills                             Director and            25,000(A)      6.97%      10,000      18.25%    
c/o Ross Roy                               Chairman, President
Communications, Inc.                       and Chief Executive
100 Bloomfield Hills Parkway               Officer
Bloomfield Hills, Michigan 48304           

Janet C. Muhleman                          Director and            20,000         5.74%           0       0.00%    
c/o Ross Roy                               Executive
Communications, Inc.                       Vice President
100 Bloomfield Hills Parkway               
Bloomfield Hills, Michigan 48304

Calvin L. Parent                           Director and            19,500         5.60%       5,000       9.12%    
c/o Ross Roy                               President--Ross
Communications, Inc.                       Roy Communications
100 Bloomfield Hills Parkway               Canada
Bloomfield Hills, Michigan 48304       
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
    
                                                                  Shares of                 Shares of
                                                                   Class A                   Class B
                                              Position             Common                    Common
                                                with                Stock     Percent of      Stock     Percent
Name and Address                              Ross Roy              Owned        Class        Owned     of Class
- ----------------                           -------------          ----------  ----------   -----------  --------
<S>                                        <C>                     <C>          <C>          <C>         <C> 
Peter Vetowich                             Director and            32,137         9.22%       4,800       8.77%
c/o Ross Roy Communications, Inc.          Executive Vice
100 Bloomfield Hills Parkway               President--Director
Bloomfield Hills, Michigan 48304           Retail Operations

Richard C. Ward                            Director and            48,070        13.80%      10,000      18.25%
c/o Ross Roy  Communications, Inc.         Vice Chairman                      
100 Bloomfield Hills Parkway
Bloomfield Hills, Michigan 48304

Gary I. Wolfson                            Director and             5,000         1.43%       5,000       9.12%
c/o Ross Roy Communications, Inc.          Executive Vice
100 Bloomfield Hills Parkway               President--Chief
Bloomfield Hills, Michigan 48304           Creative Officer

Peter Hirsch                               Co-Chairman/            22,584         6.48%           0       0.00%
240 East 15th Street                       Executive Creative
New York, NY 10003                         Director--Ross Roy
                                           Communications/N.Y.

Executive Officers and Directors                                  198,483        55.37%      54,800     100.00%
as a group (11 persons)
</TABLE>
- ----------------
(A)  Includes  10,000  shares of Class A Common  Stock  which Mr.  Mills has the
     right to acquire within 60 days pursuant to the exercise of stock options.


                                       34
<PAGE>

                      SELECTED FINANCIAL DATA OF ROSS ROY

     The following table summarizes  certain selected financial data of Ross Roy
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  December 31, 1994 is
derived from audited consolidated  financial statements.  The financial data for
the three month periods ended March 31, 1994 and 1995 are derived from unaudited
financial  statements and, in the opinion of Ross Roy,  reflect all adjustments,
consisting only of normal recurring adjustments,  necessary for a fair statement
of results of  operations  for such  periods.  Operating  results  for the three
months ended March 31, 1995 are not  necessarily  indicative of the results that
may be achieved for the entire year ending  December 31, 1995. The  consolidated
financial  statements as of and for the three years ended  December 31, 1994 and
the independent auditors' report from Deloitte & Touche LLP thereon are included
as part of this  Prospectus/Information  Statement. See "Financial Statements of
Ross Roy", the related notes thereto and  "Management's  Discussion and Analysis
of Financial Condition and Results of Operations of Ross Roy".

<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 .................      $65,727        $79,445       $86,443        $84,349      $84,491
  Income (loss) before change
     in accounting principles ..........        3,709          4,542        (7,044)        (1,449)       1,381
  Net income (loss) ....................        3,709          4,542        (7,644)        (1,449)       1,381
  Earnings per common share before
     change in accounting principle:
        Primary ........................        11.98           9.23        (13.06)         (2.46)        2.17
        Fully Diluted ..................        11.71           9.23        (13.06)         (2.47)        2.16
  Cumulative effect of change
     in accounting principle:
        Primary ........................          --             --          (1.11)           --           -- 
        Fully Diluted ..................          --             --          (1.11)           --           -- 
  Earnings per common share after
     change in accounting principle:
        Primary ........................        11.98           9.23        (14.17)         (2.46)        2.17
        Fully Diluted ..................        11.71           9.23        (14.17)         (2.47)        2.16
  Dividends declared per
     common share ......................          --             --             --            --           -- 

At December 31:
  Total assets .........................       73,994         97,279       115,387        121,779      114,922
  Long-term obligations:
    Long-term debt .....................        3,259          6,487        17,581         19,633       13,918
    Deferred compensation &
       other liabilities ...............        6,929          8,267         4,752          6,666        6,321
</TABLE>


                                       35
<PAGE>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS OF ROSS ROY

                             Results of Operations

     The following  table sets forth certain  Statement of Operations  data as a
percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
                                                                                               Three Months
                                                        Year Ended December 31                Ended March 31
                                                ------------------------------------        ------------------
                                                 1994           1993          1992           1995        1994
                                                -----          -----         -----          -----        -----
<S>                                             <C>            <C>           <C>            <C>          <C>   
Revenue ..................................      100.0%         100.0%        100.0%         100.0%       100.0%
Operating Expenses .......................      (87.1)        (105.1)       (108.0)         (81.1)       (82.7)
Operating Income (Loss) ..................       12.9%          (5.1)%        (8.0)%         18.9%        17.3%
Other Income (Expense):
  Interest expense .......................       (1.8)          (2.0)         (2.0)          (1.1)        (1.7)
  Interest income ........................         .3             .3            .5             .2           .7
  Life insurance proceeds and other ......         --           10.6           (.7)            --           --
Income (loss) before taxes ...............       11.4%           3.8%        (10.2)%         18.0%        16.3%
(Provision) Credit for taxes:
  Federal and Foreign Income Taxes .......       (4.6)           3.2           3.2           (6.2)        (5.6)
  Single Business Tax ....................        (.8)          (1.0)         (1.0)          (1.3)        (1.3)
Net Income (Loss) Before Minority
  Interest and Change in Accounting
     Principle ...........................        6.0%           6.0%         (8.0)%         10.5%         9.4%
  Minority Interest ......................        (.3)           (.3)          (.2)           (.6)         (.9)
  Change in Accounting Principle .........         --             --           (.7)         (38.9)          --
Net Income (Loss) ........................        5.7%           5.7%         (8.9)%        (29.0)%        8.5%
</TABLE>

Comparison of Results of Operations for the Three Months 
  Ended March 31, 1995 and 1994

     Ross Roy reported  revenues from  commissions and fees of $17.0 million and
net income before  cumulative  effect of change in accounting  principle of $1.7
million for the three  months ended March 31,  1995.  There were no  significant
changes in operations when compared to the same period in 1994.

     In late 1994,  Ross Roy was informed by its major retail client,  Kmart, of
its  decision  to utilize  another  agency.  Ross Roy  expects to  complete  the
transition of its responsibilities to the successor agency in late 1995. The net
revenue and income impact from the loss of this client is not  anticipated to be
significant to the results of operations for 1995.

     Effective  January  1,  1995,  Ross  Roy  adopted  Statement  of  Financial
Accounting  Standards (SFAS) No. 106,  "Accounting for  Postretirement  Benefits
Other Than  Pensions",  which  requires  accrual of retiree health care benefits
during the years the  employees  provide  services.  The impact of the adoption,
recognized as a one-time charge in the year of adoption, is $6.6 million (net of
applicable  income  taxes).  This  amount  was  determined  based  upon  current
assumptions and, accordingly, is different than the one-time charge disclosed in
Ross  Roy's  consolidated   financial   statements  as  of  December  31,  1994.
Implementation of the new Standard has no cash impact on Ross Roy.


Comparison of Results of Operations for the Years Ended 
  December 31, 1994 and 1993

     Revenue -- Ross Roy reported  revenues from  commissions  and fees of $65.7
million in 1994 compared with $79.4 million in 1993. This represented a decrease
of  17.3%  and  is  solely  attributable  to  the  effect  of  Ross  Roy's  1993
divestitures.  As part of a business  strategy that was developed in 1992,  Ross
Roy began divesting or closing all noncore/nonstrategic business units. In 1993,
Ross Roy divested three such units which,  in total,  contributed  approximately
$14 million of revenue in 1993. While on a net basis,  Ross Roy's other business
showed little movement,  its core business experienced  substantial increases in
the areas of telemarketing  and training.  The increased volume in telemarketing
resulted  from the launch of the Eagle  Information  Center for Chrysler and the


                                       36
<PAGE>

Teletouch Program for Chrysler dealers. The increase in training is attributable
to the  development  of a culture and product  training  program for Chrysler in
Europe and the Mideast.  These increases,  however, were offset by the full year
impact of the losses of two clients,  Office Max and Builder's  Square, to which
Ross Roy provided media advertising services.

     Operating Income -- Operating income increased to $8.5 million in 1994 from
a loss of $4.1 million in 1993.  Partially  offsetting the 1994 increase,  was a
special charge of $1.4 million (net of $600,000 of reversals of special  charges
from prior years) which was comprised  primarily of severance  costs  associated
with the loss of its client,  Kmart. In 1993, Ross Roy recorded  special charges
of $8.7 million;  these  charges  included the write-off of fixed assets and the
accrual of lease abandonment  charges and other costs related to the disposition
of three  subsidiaries,  as well as severance  costs incurred  during Ross Roy's
management  reorganization.  As of December 31, 1994, approximately $3.6 million
of the special  charges remain unpaid and will be paid over the next five years.
Other operating expenses, exclusive of the impact of divestitures,  were held to
1993 levels due to diligent cost control efforts.

     Other Income (Expense) -- Interest  expense  decreased by 24.5% in 1994 and
reflects  lower average  borrowings  during the year.  Average  borrowings  were
reduced by the  elimination of the need to fund the operations of business units
that were  divested,  a  modified  stock  repurchase  plan  adopted in 1993 that
provided for the deferral of repurchase payments over a four year period and the
proceeds from certain life  insurance  policies that were received in late 1993.
Ross Roy also  reported in 1993,  approximately  $8.3 million in life  insurance
proceeds that were received upon the death of its former chairman.

     Provision for Taxes -- Ross Roy reported a provision for income taxes of $3
million in 1994 and a credit for income taxes of $2.6 million in 1993.  The 1994
tax  provision  reflects  the  income  tax  liability  on pretax  income of $7.5
million.  In 1993, the credit for income taxes arose from the tax-exempt  status
of the life insurance proceeds received in 1993.

     Change in Accounting  Principle -- Effective  January 1, 1995,  Ross Roy is
required to adopt Statement of Financial  Accounting  Standards  (SFAS) No. 106,
"Accounting for  Postretirement  Benefits Other Than  Pensions,"  which requires
accrual of retiree benefits during the years the employees provide services. The
estimated impact of the adoption will be $2.5 million (net of applicable  income
taxes) if the  transition  obligation is recognized as a one-time  charge in the
year of adoption. Implementation of the new Standard will have no cash impact on
Ross Roy.

Comparison of Results of Operations for the Years 
  Ended December 31, 1993 and 1992

     Revenue -- In 1993, Ross Roy reported revenues from commissions and fees of
$79.4  million  compared  to $86.4  million  in 1992.  This  represents  an 8.0%
decrease from 1992. Approximately fifty percent of this decrease is attributable
to the revenue reduction resulting from the business units that were divested or
closed in 1992.  The remainder of the decrease is due to spending  reductions by
clients  serviced by business  units that were divested in 1993.  While on a net
basis,  Ross Roy's other  business  showed  little  movement,  its core business
experienced a 12% increase in revenue over 1992.  Revenue increased in the areas
of  training,  collateral  services  and rebate and  incentive  programs,  among
others.  Offsetting  these  major  increases,  was the loss of Office Max in mid
1993.

     Operating  Income -- Ross Roy reported an operating loss of $4.1 million in
1993  compared  to a loss of $7.0  million  in 1992.  The  major  source  of the
decrease in the loss, after  considering the impact of divestitures,  was a $1.9
million  reduction  in the  amount of  special  charges  and  asset  write-downs
recorded in 1993 as compared to 1992. In 1993, Ross Roy recorded special charges
of $8.7  million for expenses  related to the  divestitures.  In 1992,  Ross Roy
recorded  special charges of $10.6 million.  These charges included $4.4 million
for the impairment of intangible  assets and a charge of $6.2 million  resulting
from the  accrual of costs and asset  write-downs  associated  with  divested or
closed  subsidiaries  and the write-off of a note receivable that was determined
to  be  uncollectible.  After  considering  the  impact  of  divestitures,  1993
operating  expenses decreased by approximately $1.7 million from 1992 levels due
to the  elimination  of a profit  sharing  contribution  and a reduction  in the
amount of incentive compensation paid in 1993.


                                       37
<PAGE>

     Other Income (Expense) -- Interest  expense  decreased by 8.5% in 1993 when
compared to 1992.  This decrease  reflects  lower average  borrowings  and lower
interest rates on borrowings. Average borrowings were reduced by the elimination
of the need to fund the operations of the business  units that were divested,  a
modified  stock  repurchase  plan that  provides for the deferral of  repurchase
payments  over a four year period and the proceeds  from certain life  insurance
policies that were  received in late 1993.  The interest rate on Ross Roy's bank
debt is tied to the prime rate. The reduction in its borrowing rate was due to a
reduction of the prime rate. In 1993, Ross Roy also reported  approximately $8.3
million in life insurance proceeds upon the death of its former chairman.

     Provision  for Taxes -- Ross Roy reported a credit for income taxes of $2.6
million and $2.8  million in 1993 and 1992,  respectively.  Although the amounts
are similar,  they arose for different  reasons.  In 1993, the credit arose from
the tax-exempt status of the life insurance  proceeds received in 1993. In 1992,
the credit arose from the federal  income tax benefits  that will result in Ross
Roy's ability to reduce the taxation of future profits by the amount of its 1992
operating losses.

     Change in  Accounting  Principle  --  Effective  January 1, 1992,  Ross Roy
adopted  SFAS No.  109,  "Accounting  for  Income  Taxes,"  which  required  the
liability  method of accounting for deferred income taxes and the recognition of
net deferred tax assets subject to an ongoing  assessment of  realizability.  At
January 1, 1992, the adjustment of deferred tax assets and liabilities  resulted
in an  unfavorable  cumulative  effect of the change in accounting  principle of
approximately $600,000.

                        Capital Resources and Liquidity

     Cash and  equivalents at March 31, 1995 increased to $2.4 million from $1.9
million at December 31,  1994.  This  increase is due to the positive  cash flow
attributable  to net stock  sales  partially  offset by the  paydown  of certain
year-end liabilities and payments of stock repurchase obligations.

     Cash and cash equivalents decreased  approximately  $300,000 during 1994 or
to a level of $1.9 million at December 31,  1994.  Ross Roy's  positive net cash
flow  provided  by  operating  activities  was  offset by cash  outlays  for the
purchase of Ross Roy's stock net of stock  sales,  payments of stock  repurchase
obligations,  expenditures  for  property  and  equipment  and  repayment of its
long-term debt obligations.

     At December 31, 1994,  accounts  receivable  decreased by $16.4 million and
accounts payable decreased by $17.8 million from December 31, 1993 levels.  This
decrease was primarily due to divestitures and differences in the dates on which
payments were made to media and other suppliers in 1994 compared to 1993.

     Capital  expenditures  for 1993,  1994 and the three months ended March 31,
1995, were $479,000, $850,000 and $30,000, respectively. These expenditures were
made primarily to expand, upgrade or replace the computer equipment and software
used for telemarketing, database management, desktop publishing, fulfillment and
to a smaller  extent,  general office  administration.  Capital  expenditures of
approximately  $1 million  are  planned  for 1995.  The  majority of the planned
spending  is  for  telemarketing,   database   management  and  internal  office
automation and should improve the efficiency and  productivity  of  client-based
applications as well as Ross Roy's administrative functions.

     As of December  31,  1994,  Ross Roy had  approximately  $11 million of net
operating loss and capital loss carryforwards,  subject to certain  limitations,
that it will use to offset future  federal income tax  liabilities.  The Company
anticipates the utilization of a portion of its loss carryforwards in 1995.

     Ross Roy maintains a $20 million revolving line of credit with a bank which
is secured by the majority of Ross Roy's assets.  At March 31, 1995 and December
31, 1994,  respectively,  Ross Roy had $13.1 million and $17.8 million available
to borrow. The line of credit agreement  contains certain covenants  including a
minimum tangible net worth requirement with which Ross Roy was not in compliance
as of December 31, 1994. The bank  subsequently  amended the agreement to adjust
this  covenant  whereby Ross Roy was in  compliance.  Ross Roy was in compliance
with all covenants as of March 31, 1995.

     Ross Roy's  management  believes  that its cash  position and the available
line of credit are adequate to support Ross Roy's  short-term cash  requirements
for the maintenance of working capital and the acquisition of computer and other
capital  equipment  required  to maintain  its  competitive  advantage.  It also
anticipates that its current cash position,  together with the future cash flows
from operations and funds available under its existing facility will be adequate
to meet its long-term cash requirements as presently contemplated.


                                       38
<PAGE>

                      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 of  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.

                     DESCRIPTION OF ROSS ROY CAPITAL STOCK

     Ross Roy has an authorized capitalization consisting of 2,000,000 shares of
Class A Common Stock,  par value $1.00 per share,  of which as of June 15, 1995,
[348,453]  were issued and  outstanding,  and  200,000  shares of Class B Common
Stock,  par value $1.00 per share,  of which as of June 15, 1995,  54,800 shares
were issued and outstanding.

     Except as  otherwise  provided by law,  the shares of Class A Common  Stock
have no voting  rights.  Each share of Class B Common Stock  entitles the holder
thereof to one vote on all  matters  submitted  to a vote of  shareholders.  All
shares of Class A and Class B Common  Stock have equal  rights in the payment of
dividends,  and the  registered  holders  thereof are  entitled to receive  such
dividends  as may  from  time  to time  be  legally  declared  by the  Board  of
Directors.  In connection with certain borrowing facilities entered into by Ross
Roy and its  subsidiaries,  Ross Roy is  restricted  from  paying any  dividends
without  consent of certain  lenders.  In connection  with those same  borrowing
facilities,  Ross Roy is further subject to certain restrictions on consolidated
tangible net worth, funded debt to consolidated  tangible net worth ratio, fixed
charge  coverage,  and cash  redemption  coverage.  Ross Roy Common Stock is not
subject to any call or assessment and has no preemptive conversion or cumulative
voting  rights.  In the event of  dissolution,  liquidation  or winding up, each
share of Class A Common  Stock and each share of Class B Common  Stock has equal
rights with all other shares of Class A Common Stock and Class B Common Stock in
the distribution of the assets of the  corporation.  The shares of each class of
authorized  but  unissued  Common  Stock  may  be  issued  and/or  sold  by  the
corporation  only to  employees  of Ross Roy. The shares of each class of Common
Stock after  original  sale and issue to an employee  may be sold,  assigned and
delivered  to Ross Roy only.  Whenever  a  registered  holder of either  Class A
Common  Stock or Class B Common  Stock  ceases to be an active  employee of Ross
Roy, the holder must sell, assign and deliver all shares of Class A Common Stock
and Class B Common Stock  registered in the holder's name to Ross Roy which must
purchase such stock at a formula  repurchase  price as described in the Ross Roy
Articles.


                                       39
<PAGE>

                        COMPARISON OF SHAREHOLDER RIGHTS

     Upon  consummation of the Merger,  the shareholders of Ross Roy, a Michigan
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 Ross Roy
Shareholders  that will result from the  application  of New York law in lieu of
Michigan law and the differences between the Omnicom Certificate and the Omnicom
By-laws and the Ross Roy Articles of Incorporation ("Ross Roy Articles") and the
Ross Roy  By-laws  (the  "Ross Roy  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 "MBCA" are to the Michigan Business Corporation Act.

Special Meetings of Shareholders

     Under Michigan law, a special meeting of shareholders  may be called by the
board of directors or by officers,  directors or shareholders as may be provided
in the  by-laws.  The  Ross  Roy  By-laws  provide  that a  special  meeting  of
shareholders may be called by the Board of Directors, the Chairman of the Board,
the  President or the Chief  Executive  Officer 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.  In
addition,  under the MBCA, upon  application of the holders of not less than 10%
of all the shares entitled to vote at a meeting, the circuit court of the county
in which the principal place of business or registered office of the corporation
is located, for good cause shown, may order a special meeting of shareholders to
be  called  and held at such  time  and  place,  upon  such  notice  and for the
transaction of such business as may be designated in the order.

     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.

Removal of Directors

     Under the MBCA, the shareholders may remove one or more directors,  with or
without cause,  unless the articles of incorporation  provide that directors may
be removed only for cause. The vote for removal shall be by a majority of shares
entitled to vote at an  election  of  directors  except  that the  articles  may
require a higher  vote for  removal  without  cause.  The MBCA also  allows,  in
certain  circumstances,  for by-law  provisions to modify the statutory  removal
provisions.  The Ross Roy By-laws  provide  that a director  may be removed from
office for any reason:  (i) by a two-thirds vote of the full board in attendance
and voting at any  meeting,  but not by less than a majority of the entire board
then in office,  or (ii) by a vote of the holders of  two-thirds  of the capital
stock  then  outstanding  and  entitled  to vote,  at a special  meeting  of the
shareholders called for that purpose.

     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  Michigan  law,   unless   otherwise   limited  in  the  articles  of
incorporation,  any vacancy on the board (including  vacancies resulting from an
increase in the number of directors)  may be filled by the  shareholders  or the


                                       40
<PAGE>

Board. If the directors remaining in office constitute fewer than a quorum, they
may fill the vacancy by the affirmative  vote of a majority of all the directors
remaining in office. Under the Ross Roy By-laws,  vacancies on the Board for any
reason  (including  vacancies  resulting  from  an  increase  in the  number  of
directors)  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 only until
the next election of directors by the shareholders.

     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

     Ross Roy's 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 Michigan law, any person who is a shareholder of record has the right
to  examine,  for any  purpose  reasonably  related to his or her  interest as a
shareholder,  a list of the  corporation's  shareholders and its other books and
records.  Shareholders are also entitled to receive, upon written request: (i) a
balance sheet of the  corporation at the end of the preceding  fiscal year, (ii)
an  income  statement  for  the  fiscal  year,  and  (iii)  if  prepared  by the
corporation,  its  statement of source and  application  of funds for the fiscal
year.

     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 Articles/Certificate of Incorporation

     Under Michigan law, an amendment to the articles of incorporation  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 articles, the holders of the
outstanding  shares of a class are  entitled to vote on a proposed  amendment if
the  amendment  would  increase or decrease the  aggregate  number of authorized
shares of such  class or alter or change  the  powers,  preferences  or  special
rights of such class so as to affect the class adversely.  The Ross Roy Articles
do not provide for any voting rights for the holders of Class A Common Stock.

     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.


                                       41
<PAGE>

Amendments to By-Laws

     Under  Michigan 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.  The Ross Roy By-laws  provide that the By-laws may be
amended,  altered  or  repealed  by  the  affirmative  vote  of the  holders  of
two-thirds of the shares entitled to vote thereon,  or by the Board of Directors
by a majority vote of the members of the Board then in office.

     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

     Under  Michigan law, no  distribution  to a shareholder  (i.e., a dividend,
repurchase of stock, or other payment to a shareholder in his or her capacity as
such) may be made if, after giving effect to the  distribution,  the corporation
would not be able to pay its  debts as they  become  due in the usual  course of
business,  or the  corporation's  total assets would be less than the sum of its
total liabilities  plus,  unless the articles permit otherwise,  the amount that
would be needed,  if the  corporation  were to be  dissolved  at the time of the
distribution,  to satisfy the  preferential  rights  that are  superior to those
receiving the distribution.

     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.

State Takeover Legislation

     Chapters  7A and 7B of the MBCA  affect  attempts  to  acquire  control  of
Michigan  corporations.  In general,  under Chapter 7A, "business  combinations"
(defined to include, among other transactions,  certain mergers, dispositions of
assets  or shares  and  recapitalizations)  between  covered  Michigan  business
corporations or their subsidiaries and an "interested  shareholder"  (defined as
the direct or indirect beneficial owner of at least 10% of the voting power of a
covered corporation's outstanding shares) can be consummated only if approved by
at least 90% of the votes of each class of the corporation's  shares entitled to
vote and by at least two-thirds of such voting shares not held by the interested
shareholder  or such  shareholder's  affiliates,  unless five years have elapsed
after the person involved became an "interested  shareholder" and unless certain
price and other  conditions  are  satisfied.  The  Board  may  exempt  "business
combinations" with a particular  "interested  shareholder" by resolution adopted
prior to the time the "interested shareholder" attained the status.

     In general,  under Chapter 7B of the MBCA, an entity that acquires "Control
Shares" of a  corporation  may vote the  Control  Shares on any matter only if a
majority of all  shares,  and of all  non-"Interested  Shares," of each class of
shares  entitled  to vote as a class,  approve  such voting  rights.  Interested
Shares are shares owned by officers,  employees or directors of the  corporation
and the entity making the Control Share  Acquisition.  Control Shares are shares
that,  when added to shares  already  owned by an entity,  would give the entity
voting  power  in the  election  of  directors  over  any of  three  thresholds:
one-fifth,  one-third and a majority.  The effect of the statute is to condition
the acquisition of voting control of a corporation on the approval of a majority
of the  pre-existing  disinterested  shareholders.  The Board has the  option of
choosing to amend the  corporation's  by-laws before a Control Share Acquisition
occurs to provide that Chapter 7B does not apply to the corporation.

     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


                                       42
<PAGE>

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.

     Under the NYBCL,  corporations  may opt to not be governed by the  statute;
Omnicom has not so elected.

Business Combinations

     Generally,  under  the  MBCA,  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.

     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

     Under the MBCA,  a  shareholder  is  entitled to dissent  from,  and obtain
payment of the fair value of his or her shares in the event of, certain mergers,
share  exchanges,  a sale  or  exchange  of all  (or  substantially  all) of the
property of the corporation,  certain amendments to the articles which adversely
affect the  shareholder,  certain  share  issuances in  connection  with certain
acquisitions,  certain "control share acquisitions," and other corporate actions
(to the  extent  the  articles  so  provide).  The MBCA  also  provides  various
exceptions to dissenter's rights,  including  transactions  wherein shareholders
are to receive  shares  listed on a national  securities  exchange  (such as the
merger  of  OmniSub  into  Ross  Roy).  Accordingly,  in the  transaction  being
submitted for approval by the Ross Roy  shareholders,  the  shareholders  do not
have dissenters' rights.

     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

     The  MBCA  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.
Unless  indemnification  is ordered by a court,  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 the board  consisting of directors
who are not parties or  threatened  to be made  parties to the  action,  suit or
proceeding, (ii) if a quorum cannot be obtained under (i), by majority vote of a
committee  duly  designated  by the board and  consisting  solely of two or more
directors  not at the time  parties  or  threatened  to be made  parties  to the
action,  suit or  proceeding,  (iii) by  independent  legal counsel in a written
opinion,  (iv) by all independent directors who are not parties or threatened to


                                       43
<PAGE>

be made parties to the action,  suit or proceeding,  or (v) by the  shareholders
(but shares held by directors,  officers, employees or agents who are parties or
threatened  to be made  parties to the  action,  suit or  proceeding  may not be
voted).  The MBCA also permits a corporation  to advance  expenses to directors,
officers  and  others  upon a  determination  of  eligibility,  so  long  as the
requesting  party  undertakes to repay the amounts  advanced if it is ultimately
determined that the party 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 Ross Roy By-laws  provide for
indemnification  of  directors,  officers,  employees  and agents to the fullest
extent authorized under the MBCA.

     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
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 Ross
Roy  pursuant  to the  foregoing  provisions,  Omnicom  and Ross  Roy 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

     The MBCA permits a corporation to include in its articles of  incorporation
a provision that would eliminate a director's monetary liability for breaches of
his or her 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


                                       44
<PAGE>

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 Ross Roy Articles  contain 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 MBCA.

     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 legality of the issuance of the Common Stock to be issued in the Merger
will be passed upon by Davis & Gilbert, 1740 Broadway, New York, New York 10019,
counsel to Omnicom.

                                    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 an expert in giving said reports

     The  consolidated  financial  statements  of  Ross  Roy  contained  in this
Prospectus/Information  Statement and the  Registration  Statement of which this
Prospectus/Information  Statement  is a part have been  audited  by  Deloitte  &
Touche 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 an expert in giving said reports.


                                       45
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

                               TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Independent Auditors' Report ............................................   F-1

Consolidated Balance Sheets as of December 31, 1994 and 1993 ............   F-2

Consolidated Statements of Operations for each of the three years
     in the period ended December 31, 1994 ..............................   F-3

Consolidated Statements of Stockholders' Equity for each of the three
      years in the period ended December 31, 1994 .......................   F-4

Consolidated Statements of Cash Flows for each of the three years
     in the period ended December 31, 1994 ..............................   F-5

Notes to Consolidated Financial Statements ..............................   F-6

Consolidated Condensed Balance Sheets as of
     March 31, 1995 and 1994 (unaudited) ................................  F-13

Consolidated Condensed Statements of Operations for the three months ended
     March 31, 1995 and 1994 (unaudited) ................................  F-14

Consolidated Condensed Statements of Cash Flows for the three months ended
     March 31, 1995 and 1994 (unaudited) ................................  F-15

Notes to Consolidated Condensed Financial Statements (unaudited) ........  F-16

<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Ross Roy Communications, Inc.
Bloomfield Hills, Michigan

     We have audited the  accompanying  consolidated  balance sheets of Ross Roy
Communications, Inc. (formerly known as Ross Roy Group, Inc.) as of December 31,
1994  and  1993,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash  flows for each of the three  years in the period
ended  December  31,  1994.  These  consolidated  financial  statements  are the
responsibility of the Corporation'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,  such consolidated  financial statements present fairly, in
all material respects,  the financial position of the Corporation as of December
31, 1994 and 1993, and the results of its operations and its cash flows for each
of the three years in the period  ended  December  31, 1994 in  conformity  with
generally accepted accounting principles.

     As discussed in Note 7 to the consolidated financial statements,  effective
January 1, 1992,  the  Corporation  changed its method of accounting  for income
taxes to conform with Statement of Financial Accounting Standards No. 109.


Deloitte & Touche LLP

March 9, 1995


                                      F-1
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

                          CONSOLIDATED BALANCE SHEETS
                           December 31, 1994 and 1993
<TABLE>
<CAPTION>

                                                     ASSETS                   1994            1993
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
Current assets:
   Cash and cash equivalents (including restricted cash
      of $1,768,000 in 1994 and $220,000 in 1993) .....................   $  1,863,032    $  2,181,338
   Accounts receivable, net of allowance for doubtful accounts
      of $278,000 in 1994 and $193,000 in 1993 ........................     45,376,263      61,737,403
   Billable production in process .....................................      2,670,213       3,193,914
   Refundable income taxes ............................................        124,243       2,116,965
   Deferred taxes .....................................................        709,000         264,000
   Prepaid expenses and other .........................................      1,414,400       3,015,724
                                                                          ------------    ------------
            Total current assets ......................................     52,157,151      72,509,344
Property and equipment:
   Leasehold improvements .............................................      6,535,968       6,322,404
   Furniture and equipment ............................................     11,466,995      11,355,901
                                                                          ------------    ------------
            Total .....................................................     18,002,963      17,678,305
   Less accumulated depreciation and amortization .....................     (9,156,723)     (8,401,429)
                                                                          ------------    ------------
            Net property and equipment ................................      8,846,240       9,276,876
Other assets:
   Cash value of life insurance, less policy loans
      of $2,018,000 in 1994 and $2,592,000 in 1993 ....................        620,708       1,109,825
   Notes receivable ...................................................        179,283         201,445
   Cost of purchased assets in excess of fair value, net of accumulated
      amortization of $276,000 in 1994 and $264,000 in 1993 ...........        512,663         780,281
   Deferred taxes .....................................................           --         2,786,000
   Prepaid pension asset and other ....................................     11,678,228      10,615,045
                                                                          ------------    ------------
            Total other assets ........................................     12,990,882      15,492,596
                                                                          ------------    ------------
            Total assets ..............................................   $ 73,994,273    $ 97,278,816
                                                                          ============    ============

                                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt ..................................   $  1,214,000    $  4,930,000
   Accounts payable ...................................................     45,809,479      63,639,499
   Compensation and employee benefits .................................      4,984,686       2,389,312
   Clients' advances ..................................................      7,494,724       7,572,479
   Other accrued liabilities ..........................................      1,832,235       3,870,150
   Income taxes payable ...............................................        142,436           --   
                                                                          ------------    ------------
            Total current liabilities .................................     61,477,560      82,401,440
Long-term liabilities:
   Long-term debt .....................................................      3,259,000       6,487,000
   Deferred compensation ..............................................      3,280,190       3,592,851
   Deferred income ....................................................        716,318         859,582
   Deferred taxes .....................................................         79,000           --   
   Other ..............................................................      2,853,113       3,814,464
                                                                          ------------    ------------
            Total long-term liabilities ...............................     10,187,621      14,753,897

Stockholders' equity:
  Common stock, $1 par value:
     Class A, nonvoting; authorized 2,000,000 shares,
       outstanding 224,950 shares in 1994 and 271,320 shares in 1993...        224,950         271,320
     Class B, voting; authorized 200,000 shares,
        outstanding 54,800 shares in 1994 and 49,800 shares in 1993 ...         54,800          49,800
   Retained earnings (deficit) ........................................      2,049,342        (197,641)
                                                                         ------------    ------------
            Total stockholders' equity ................................      2,329,092         123,479
                                                                          ------------    ------------
            Total liabilities and stockholders' equity ................   $ 73,994,273    $ 97,278,816
                                                                          ============    ============
</TABLE>

                See notes to consolidated financial statements.



                                      F-2
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  Years ended December 31, 1994, 1993 and 1992

<TABLE>
<CAPTION>
                                                                1994            1993            1992
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>         
Revenue .................................................   $ 65,727,498    $ 79,444,554    $ 86,443,417
Operating expenses:
  Compensation and employee benefits ....................     39,382,100      51,063,706      57,455,973
  Occupancy expense .....................................      6,550,670       9,348,406      10,699,532
  General agency expense ................................      7,925,201      11,116,803      11,501,131
  Special charges, asset write-downs and losses
     on sales of subsidiaries ...........................      1,418,820       8,732,454      10,622,594
  Other .................................................      1,951,983       3,248,300       3,202,992
                                                            ------------    ------------    ------------
        Total operating expenses ........................     57,228,774      83,509,669      93,482,222
Operating income (loss) .................................      8,498,724      (4,065,115)     (7,038,805)

Other expense (income):
  Interest expense ......................................      1,215,190       1,610,459       1,759,088
  Interest and investment income ........................       (174,450)       (257,889)       (389,828)
  Life insurance proceeds and other .....................           --        (8,388,361)        384,834
                                                            ------------    ------------    ------------
        Total other expense .............................      1,040,740      (7,035,791)      1,754,094
Income (loss) before single business tax and income
   taxes, minority interest and cumulative effect of
   change in accounting principle .......................      7,457,984       2,970,676      (8,792,899)
Provision (credit), single business tax and income taxes:
  Single business tax ...................................        520,000         826,000         864,400
  Current ...............................................        602,685        (302,171)       (680,000)
  Deferred ..............................................      2,419,842      (2,312,040)     (2,144,078)
                                                            ------------    ------------    ------------
          Total taxes ...................................      3,542,527      (1,788,211)     (1,959,678)
                                                            ------------    ------------    ------------
Net income (loss) before minority interest and
   cumulative effect of change in accounting principle ..      3,915,457       4,758,887      (6,833,221)
Minority interest .......................................        206,659         216,683         210,840
                                                            ------------    ------------    ------------
Net income (loss) before cumulative change in
   accounting principle .................................      3,708,798       4,542,204      (7,044,061)
Cumulative effect of change in accounting principle .....           --              --          (600,000)
                                                            ------------    ------------    ------------

Net income (loss) .......................................   $  3,708,798    $  4,542,204    $ (7,644,061)
                                                            ============    ============    ============
</TABLE>


                See notes to consolidated financial statements.



                                      F-3
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  Years ended December 31, 1994, 1993 and 1992

<TABLE>
<CAPTION>
                                               Common Stock              
                                       ----------------------------      Retained
                                          Class A         Class B        Earnings          Total
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>         
Balance, January 1, 1992 ...........   $    452,986    $     89,800    $ 10,068,356    $ 10,611,142
  Net loss .........................           --              --        (7,644,061)     (7,644,061)
  Purchase of 32,384 Class A shares         (32,384)           --          (887,030)       (919,414)
  Issuance of 24,100 Class A shares          24,100            --           653,351         677,451
  Translation adjustment ...........           --              --          (394,854)       (394,854)
                                       ------------    ------------    ------------    ------------
Balance, December 31, 1992 .........        444,702          89,800       1,795,762       2,330,264
  Net income .......................           --              --         4,542,204       4,542,204
  Purchase of 226,542 Class A shares       (226,542)           --        (6,573,919)     (6,800,461)
  Purchase of 55,000 Class B shares            --           (55,000)     (1,596,100)     (1,651,100)
  Issuance of 53,160 Class A shares          53,160            --         1,390,334       1,443,494
  Issuance of 15,000 Class B shares            --            15,000         435,300         450,300
  Translation adjustment ...........           --              --          (191,222)       (191,222)
                                       ------------    ------------    ------------    ------------
Balance, December 31, 1993 .........        271,320          49,800        (197,641)        123,479
  Net income .......................           --              --         3,708,798       3,708,798
  Purchase of 50,300 Class A shares         (50,300)           --        (1,673,635)     (1,723,935)
  Purchase of 10,000 Class B shares            --           (10,000)       (336,200)       (346,200)
  Purchase of 21,257 Options .......        (21,257)           --          (660,696)       (681,953)
  Issuance of 8,930 Class A shares .          8,930            --           259,238         268,168
  Issuance of 10,000 Class B shares            --            10,000         290,300         300,300
  Exercise of 21,257 options .......         21,257            --           566,740         587,997
  Transfer of shares ...............         (5,000)          5,000            --              --   
  Translation adjustment ...........           --              --            92,438          92,438
                                       ------------    ------------    ------------    ------------
Balance, December 31, 1994 .........   $    224,950    $     54,800    $  2,049,342    $  2,329,092
                                       ============    ============    ============    ============
</TABLE>



                See notes to consolidated financial statements.


                                      F-4
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years ended December 31, 1994, 1993 and 1992

<TABLE>
<CAPTION>

                                                                 1994            1993            1992
                                                                 ----            ----            ----
<S>                                                         <C>             <C>             <C>          
Cash Flow from Operating Activities:
   Net income (loss) before cumulative effect of change
      in accounting principle ...........................   $  3,708,798    $  4,542,204    $ (7,044,061)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Pension income recognized ..........................     (1,784,284)     (1,333,331)     (1,034,465)
     Depreciation and amortization ......................      1,081,593       1,916,872       2,617,301
     Provision for losses on accounts receivable ........        182,050         242,138         206,719
     Provision (credit) for deferred taxes ..............      2,419,842      (2,481,040)     (3,189,882)
     Decrease (increase) in cash value of life insurance         489,117       2,309,614         (88,294)
     Special charges, asset write-downs and losses on
        sales of subsidiaries ...........................     (1,613,872)      6,639,404       9,672,285
Changes in operating assets and liabilities that
  provided (used) cash:
     Accounts receivable ................................     16,179,090      11,097,359         426,450
     Billable production in process .....................        523,701         150,343       2,244,176
     Refundable income taxes and other current assets ...      3,594,046      (1,175,980)     (2,860,381)
     Accounts payable and other current liabilities .....    (15,936,193)    (12,808,418)      1,264,815
                                                            ------------    ------------    ------------
            Total adjustments ...........................      5,135,090       4,556,961       9,258,724
                                                            ------------    ------------    ------------
            Net cash provided by operating activities ...      8,843,888       9,099,165       2,214,663

Cash Flow from Investing Activities:
   Expenditures for property and equipment ..............       (850,249)       (478,866)     (1,158,046)
   Proceeds from disposals of property and equipment ....         22,289       5,291,055          77,586
   Increase in other noncurrent assets ..................        (29,738)       (483,597)       (351,307)
   Other ................................................        235,127           6,558        (288,077)
                                                            ------------    ------------    ------------
            Net cash provided by (used in) investing
              activities ................................       (622,571)      4,335,150      (1,719,844)

Cash Flow from Financing Activities:
   Proceeds from issuance of long-term debt .............      1,700,000            --         1,000,000
   Repayments of long-term debt .........................     (8,679,000)    (11,787,811)     (1,528,511)
   Purchases of stock ...................................     (2,752,088)     (5,312,593)       (919,414)
   Issuances of stock ...................................      1,156,465       1,893,794         677,651
   Repayments of stock repurchase obligations ...........       (983,000)           --              --   
   Increase in stock repurchase obligations .............      1,018,000       2,738,023            --   
                                                            ------------    ------------    ------------
         Net cash used in financing activities ..........     (8,539,623)    (12,468,587)       (770,274)
Net Increase (Decrease) in Cash and Cash Equivalents ....       (318,306)        965,728        (275,455)
Cash and Cash Equivalents at Beginning of Year ..........      2,181,338       1,215,610       1,491,065
                                                            ------------    ------------    ------------
Cash and Cash Equivalents at End of Year ................   $  1,863,032    $  2,181,338    $  1,215,610
                                                            ============    ============    ============
</TABLE>





                See notes to consolidated financial statements.


                                      F-5
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  Years ended December 31, 1994, 1993 and 1992

1. Significant Accounting Policies

     Principles of Consolidation -- Effective  February 28, 1994, Ross Roy, Inc.
merged into Ross Roy Group,  Inc. and became  known as Ross Roy  Communications,
Inc.  The  consolidated  financial  statements  include the accounts of Ross Roy
Communications,   Inc.   and  its   subsidiaries   (the   "Corporation").   Upon
consolidation,  all significant intercompany accounts and transactions have been
eliminated.

     Revenue -- The Corporation is an agency rendering principally  advertising,
merchandising  and sales  promotion  services to domestic and  Canadian  clients
under various billing and fee  arrangements.  Revenue  derived from  advertising
placed with media is generally  recognized  based upon  publication or broadcast
dates. Revenue related to outside services, materials and certain internal costs
billable to clients is recognized when billed or upon completion.

     Billable  Production  in Process  includes  outside  services and materials
which are stated at the lower of accumulated  job costs or estimated  realizable
amounts.

     Cash and Cash  Equivalents  -- For the  purpose  of the  statement  of cash
flows, the Corporation considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

     Cost of Purchased Assets in Excess of Fair Value  ("goodwill") is amortized
on a  straight-line  basis  over  its  estimated  useful  life  not to  exceed a
forty-year period.

     Property and Equipment are stated at cost.  Provisions for depreciation and
amortization of leasehold  improvements and furniture and equipment are computed
by the  straight-line  method  over the  estimated  useful  lives of the related
assets or over the lease term, whichever period is shorter.

     Income  Taxes  have been  accounted  for  according  to the  provisions  of
Statement of Financial  Accounting Standards ("SFAS") No. 109, adopted effective
January 1, 1992,  which  requires  the  recognition  of deferred  tax assets and
liabilities at the effective federal tax rate.

     Foreign  Currency  Translation -- The financial  statements of the Canadian
subsidiaries  are  translated  to United  States  dollars using the current rate
method.  Under  this  method,  translation  adjustments  are  made  directly  to
stockholders' equity.

     Reclassification  -- Certain amounts in the previously issued  consolidated
financial statements have been reclassified to conform with the presentation set
forth herein.

2. Major Clients

     Approximately  83%, 67% and 56% of the Corporation's  revenue in 1994, 1993
and 1992,  respectively,  was attributable to three major clients. These clients
are concentrated in the automobile  manufacturing and  distribution,  and retail
industries.

     In 1994 the  Corporation  was informed by their major retail  client of its
decision to utilize another agency.  It is anticipated that the Corporation will
transition its responsibilities to the new agency in mid to late 1995.

3. Common Stock and Repurchase Obligation

     Under the Corporation's  Articles of Incorporation,  as amended, all of the
common stock of the  Corporation is owned by the employees,  and the Corporation
is  obligated  to  repurchase  its  common  stock  from  its  shareholders  upon
termination of employment.  At December 31, 1994,  1993 and 1992, the repurchase
price was  $34.62,  $30.03 and $30.02 per share,  respectively.  The  repurchase
price was determined by a formula,  as amended and approved by the  shareholders
based  primarily upon book value,  adjusted for certain items  determined by the
Board of Directors (the "Board"), and the fair value of certain investments.  At
the Corporation's option,  amounts payable upon repurchase greater than $100,000
are payable in equal  installments over a four year period.  The Corporation has


                                      F-6
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

an  agreement  with a bank whereby an employee may borrow funds from the bank to
purchase  stock and the  borrowings  are  guaranteed by the  Corporation.  These
guaranteed borrowings approximated $4,881,000 at the date of this report.

     The  Corporation  maintains two stock option plans,  adopted in 1990 and as
amended (the "1990 Plan") and in 1982 (the "1982  Plan"),  in which  250,000 and
160,000 shares of the Corporation's  common stock,  respectively,  were reserved
for sale to  officers  and other  key  employees  at a price  equal to the stock
repurchase  price at the date of grant.  Options are granted by the Stock Option
Committee of the Board.  Options under the 1990 Plan expire eight years from the
date of grant and become exercisable in full or in such cumulative  installments
as determined by the Stock Option Committee.  Options under the 1982 Plan expire
seven  years from the date of grant and  become  exercisable  in 20%  cumulative
installments beginning one year from the date of grant.

     A summary of changes in  outstanding  options for the years ended  December
31, 1994, 1993 and 1992 is as follows:

<TABLE>
<CAPTION>
                                                         1990 Plan                           1982 Plan
                                               ---------------------------         ---------------------------
                                               1994       1993        1992         1994       1993        1992
                                               ----       ----        ----         ----       ----        ----
<S>                                           <C>        <C>          <C>         <C>        <C>         <C>  
Shares under option (at prices ranging
   from $15.37 to $30.03) -- 
   Beginning of year ....................     78,500     125,000      91,000      7,892      19,072      19,072
Options granted (at prices ranging from
   $28.03 to $30.03) ....................     59,500       5,000      34,000       --          --          --   
Options exercised (at prices ranging from
   $15.37 to $28.11) ....................    (13,100)    (42,500)       --       (3,157)    (11,180)       --   
Options forfeited .......................     (9,400)     (9,000)       --         (789)       --          --   
                                             -------     -------     -------      -----      ------      ------
Options under option (at prices ranging
   $15.37 to $30.03)-- End of year ......    115,500      78,500     125,000      3,946       7,892      19,072
                                             =======     =======     =======      =====      ======      ======
Shares exercisable ......................     99,000      68,100     105,000      3,946       6,312      17,492
                                             =======     =======     =======      =====      ======      ======
</TABLE>

     All of the exercisable  shares at December 31, 1994 under the 1990 and 1982
Plans were exercised subsequent to year-end.

     As part of its program to retain key management employees,  the Corporation
has a supplemental  compensation  plan which enables such key executives to earn
payments on units awarded under the plan. The payments are based on appreciation
in the repurchase price of the Corporation's common stock. The cost of the plan,
which is not significant, is accrued as earned.

4. Debt

     Long-term debt consists of the following at December 31, 1994 and 1993:

                                                      1994              1993
                                                   -----------       -----------
Term note payable to bank ..................       $      --         $ 3,781,000
Revolving line of credit agreement .........         1,700,000         4,802,000
Stock repurchase obligations ...............         2,773,000         2,738,000
Capital lease obligation ...................              --              96,000
                                                   -----------       -----------
   Total ...................................         4,473,000        11,417,000
Less current portion .......................         1,214,000         4,930,000
                                                   -----------       -----------
Long-term portion ..........................       $ 3,259,000       $ 6,487,000
                                                   ===========       ===========


                                      F-7
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     During 1994,  the  Corporation  negotiated a new  revolving  line of credit
agreement with a bank. The Corporation's revolving line of credit agreement with
the bank for $20,000,000 is effective through July 31, 1996. The facility allows
borrowings based on a calculation tied primarily to accounts receivable, work in
process  and media  payables.  The  interest  rate on this  revolver  fluctuates
between prime and 0.5% above prime,  based on the borrowing  level. The interest
rate was 8.75% at December 31, 1994.  As of December  31, 1994,  $1,700,000  was
drawn on the line of credit by the  Corporation and $500,000 of the revolver was
used for a letter of credit.  The available line of credit is further reduced by
certain shareholder loans for which the Corporation serves as a guarantor. These
guaranteed  borrowings  approximated  $3,072,000  as of the date of this report.
Borrowings  under this  agreement  are  collateralized  by the  majority  of the
Corporation's  assets.  The lending  agreement  requires the Corporation to meet
certain financial  covenants,  including a minimum tangible net worth, a maximum
leverage ratio and a fixed charge coverage requirement. As of December 31, 1994,
the  Corporation  was not in  compliance  with its  minimum  tangible  net worth
covenant.  However, the bank has amended the Agreement subsequent to year-end to
adjust the minimum  tangible net worth  covenant  whereby the  Corporation is in
compliance.

     The term note payable to a bank and the revolving credit agreement with the
prior lender were paid on June 30, 1994 coincident with the establishment of the
new bank facility.

     Principal  maturities  of long-term  debt during the three years  following
1994 are as follows:

                                   Revolving           Stock
                                    Credit           Repurchase
Year                               Agreement        Obligations         Total
- ----                              ----------        -----------      -----------
1995 .......................      $     --          $1,214,000       $1,214,000
1996 .......................       1,700,000           885,000        2,585,000
1997 .......................            --             674,000          674,000
                                  ----------        ----------       -----------
         Total .............      $1,700,000        $2,773,000       $4,473,000
                                  ==========        ==========       ===========

5. Lease Arrangements

     Certain operations of the Corporation and its subsidiaries are conducted on
premises  under  operating  leases which expire at various  dates  through 1999,
including  an operating  lease for its major  operating  facility  leased from a
partnership in which the Corporation  owns a 50% interest.  The Corporation also
has other noncancelable operating leases for the use of computers,  automobiles,
telephones, and other equipment.

     Future  minimum  payments under  noncancelable  lease  obligations  (net of
sublease  income and including  payments to related  parties) as of December 31,
1994 are shown below.  These  amounts do not include  $1,800,000  of other lease
costs that have been accrued as of December 31, 1994.

      Year                                                  Operating
      ----                                                 -----------
      1995 ..........................................      $ 6,377,000
      1996 ..........................................        5,416,000
      1997 ..........................................        4,876,000
      1998 ..........................................        4,304,000
      1999 ..........................................        4,389,000
                                                           -----------
        Total minimum lease payment .................      $25,362,000
                                                           ===========

     At December 31, 1994 aggregate  future minimum rentals to be received under
noncancelable subleases totaled approximately $1,495,000.  During 1994, 1993 and
1992, $267,000, $63,000 and $76,000, respectively, in sublease rental income was
received. Rental expense aggregated $5,490,000, $7,890,000 and $8,272,000 during
the years  ended  December  31,  1994,  1993 and 1992,  respectively  (including
payments to the related partnership of $3,045,000, $2,659,000 and $2,678,000 for
1994, 1993 and 1992, respectively).


                                      F-8
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     At  December  31,  1993,  equipment  under a  capital  lease  had a cost of
approximately  $282,000 and accumulated  depreciation  of $207,000.  The capital
lease was repaid in 1994.

6. Employee Benefit Plans

     The Corporation has defined  contribution plans covering  substantially all
domestic  and  Canadian   employees.   All   employees  are  permitted  to  make
contributions to the plans. Amounts of the employer  contributions,  if any, are
determined  by  each  subsidiary.   The  cost  of  benefits  under  the  defined
contribution plans totaled  $1,289,000 in 1994,  $213,000 in 1993 and $1,461,000
in 1992.

     The Corporation  also has a defined  benefit pension plan covering  certain
domestic  salaried  employees.  Effective  December  31, 1989,  the  Corporation
amended the defined benefit plan which fully vested all  participants  and froze
the Basic Retirement  Benefits for most participants at the amount determined as
of  that  date.  For  certain   employees  meeting  specified  age  and  service
requirements,  benefits  continue to accrue on a revised  formula.  Benefits are
calculated based on a percentage of the  participants'  salary as defined in the
agreement.

     The  components  of net  periodic  pension  income  related to the  defined
benefit plan include the following:

<TABLE>
<CAPTION>

                                                     1994           1993           1992
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>        
Service cost (benefits earned during the year)   $    58,000    $   106,000    $   113,000
Interest cost on projected benefit obligation.     1,443,000      1,578,000      1,568,000
Actual (return) loss on plan assets ..........     1,692,000     (2,690,000)    (1,961,000)
Net amortization and deferral ................    (4,977,000)      (295,000)      (838,000)
                                                 -----------    -----------    -----------
Net pension income ...........................   $(1,784,000)   $(1,301,000)   $(1,118,000)
                                                 ===========    ===========    ===========
</TABLE>

     Net amortization and deferral  consists of amortization of the net asset or
overfunded  position at the date of adoption of SFAS No. 87 and the  deferral of
subsequent  net  gains  and  losses  caused by the  actual  plan and  investment
experience  differing from that assumed. The assumptions used to determine gains
and losses are a discount  rate of 8.5% in 1994,  7.5% in 1993 and 8.0% in 1992,
an expected annual long-term rate of return on plan assets of 9.5% and an annual
increase in the long-term level of compensation of 5.5% for all years.  The plan
assets consist primarily of investments in equity securities.

     The following table provides a  reconciliation  of the funded status of the
defined benefit pension plan with the amounts recognized in the balance sheet as
of December 31:

<TABLE>
<CAPTION>
                                                        1994            1993            1992
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>  
Actuarial present value of:       
   Vested benefit obligation ....................   $ 17,601,000    $ 21,114,000    $ 20,028,000
                                                    ============    ============    ============

   Accumulated benefit obligation ...............   $ 17,757,000    $ 21,343,000    $ 20,067,000
                                                    ============    ============    ============


   Projected benefit obligation .................   $ 17,964,000    $ 21,742,000    $ 20,407,000
   Plan assets at fair value ....................     27,904,000      31,160,000      29,959,000
                                                    ------------    ------------    ------------
       Excess of assets over projected
          benefit obligation ....................      9,940,000       9,418,000       9,552,000
   Unrecognized prior service cost ..............        643,000         245,000         251,000
   Unrecognized net loss ........................      3,085,000       2,763,000       1,855,000
   Unrecognized net asset .......................     (3,236,000)     (3,776,000)     (4,315,000)
                                                    ------------    ------------    ------------
   Prepaid pension costs recorded in other assets   $ 10,432,000    $  8,650,000    $  7,343,000
                                                    ============    ============    ============
</TABLE>


                                      F-9
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     In addition to the benefit plans described above, the Corporation  provides
certain health and life insurance  benefits to eligible  employees and retirees.
The cost of these benefits, which approximated $1,644,000 in 1994, $2,029,000 in
1993 and  $2,635,000 in 1992 are accounted for as expenses in the  Corporation's
consolidated financial statements in the year they are incurred.

     The  Financial   Accounting  Standards  Board  has  issued  SFAS  No.  106,
"Accounting for  Postretirement  Benefits Other Than  Pensions,"  which requires
accrual of retiree  benefits  during the years the employees  provide  services,
which  will be  adopted  by the  Corporation  effective  January  1,  1995.  The
estimated  impact of the adoption will be $2,500,000  (net of applicable  income
taxes) if the  transition  obligation is recognized as a one-time  charge in the
year of adoption. Implementation of the new Standard will have no cash impact on
the Corporation.

7. Income Taxes

     Effective   January  1,  1992,  the  Corporation   adopted  SFAS  No.  109,
"Accounting for Income Taxes," which requires the liability method of accounting
for deferred income taxes and the recognition of net deferred tax assets subject
to an ongoing assessment of realizability. At January 1, 1992, the adjustment of
deferred tax assets and liabilities resulted in an unfavorable cumulative effect
of the change in accounting principle of approximately $600,000.

     Income (loss) before taxes and the provision  (credit) for taxes  consisted
of the amounts shown below:
<TABLE>
<CAPTION>

                                                            1994             1993             1992
                                                       --------------   -------------    -------------
<S>                                                    <C>              <C>              <C>  
Income (loss) before single business tax
  and income taxes, minority interest and cumulative
  effect of change in accounting principle:         
  Domestic .........................................   $   5,986,592    $   2,237,817    $ (10,166,105)
  International ....................................       1,471,392          732,859        1,373,206
                                                       --------------   -------------    -------------
      Total ........................................   $   7,457,984    $   2,970,676    $  (8,792,899)
                                                       =============    =============    =============
Provision (credit), single business tax and
  income taxes:
  Single business tax ..............................   $     520,000    $     826,000    $     864,400
                                                       -------------    -------------    -------------
  Current:
      Federal ......................................            --           (547,901)      (1,426,645)
      State and local ..............................         (61,361)         (24,135)          53,077
      International ................................         664,046          269,865          693,568
                                                       --------------   -------------    -------------
                                                             602,685         (302,171)        (680,000)
                                                      --------------   -------------    -------------
  Deferred--Federal ................................       2,419,842       (2,312,040)      (2,144,078)
                                                      --------------   -------------    -------------
      Total ........................................   $   3,542,527    $  (1,788,211)   $  (1,959,678)
                                                       =============    =============    =============
</TABLE>


                                      F-10
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The  Corporation'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 (benefit) rate .....  34.0%      34.0 %     (34.0)%
Single business tax, net of federal income tax
   benefit ......................................   4.6       18.3         6.5
International subsidiaries' tax rate in excess of
   federal statutory rate .......................   2.2        0.7         2.6
Nondeductible amortization of goodwill ..........   1.2        0.8         3.0
Nondeductible travel and entertainment expenses .   1.8        2.6         1.3
Receipts from life insurance policies, payment of
   premiums for life insurance policies and other   3.7      (116.6)      (1.7)
                                                   ----       -----       ----
Effective  rate .................................  47.5%     (60.2)%     (22.3)%
                                                   ====       =====       ====

     Temporary  differences  and  carryforwards  which give rise to  significant
deferred  tax  assets  and  liabilities  at  December  31,  1994 and 1993 are as
follows:

                                                         1994           1993
                                                     -----------    ----------- 
Deferred tax assets:
  Alternative minimum tax carryforwards ..........   $   414,000    $   401,000
  Net operating and capital loss carryforwards ...     3,714,000      4,584,000
  Contribution carryforwards .....................       213,000        274,000
  Reserves .......................................     2,202,000      3,325,000
  Lease transactions .............................       951,000        644,000
  Bad debt expense ...............................       187,000        333,000
                                                     -----------    -----------
     Total deferred tax assets ...................     7,681,000      9,561,000
Less valuation allowance for certain carryforwards      (570,000)      (568,000)
                                                     -----------    -----------
     Net deferred tax assets .....................     7,111,000      8,993,000
Current portion ..................................       735,000        274,000
                                                     -----------    -----------
Long-term portion ................................   $ 6,376,000    $ 8,719,000
                                                     ===========    ===========
Deferred tax liabilities:
  Installment receivables ........................   $   357,000    $   357,000
  Depreciation ...................................       902,000        962,000
  Pension income .................................     3,572,000      3,127,000
  Deferred investment income .....................     1,640,000      1,446,000
  Other ..........................................        10,000         51,000
                                                     -----------    -----------
     Total deferred tax liabilities ..............     6,481,000      5,943,000
Current portion ..................................        26,000         10,000
                                                     -----------    -----------
Long-term portion ................................     6,455,000      5,933,000
                                                     -----------    -----------
Deferred tax asset ...............................   $   630,000    $ 3,050,000
                                                     ===========    ===========

     At December 31, 1994, the Corporation  had  alternative  minimum tax credit
carryforwards of approximately $414,000, which have no expiration dates, and net
operating  loss and capital  loss  carryforwards  of  approximately  $10,924,000
(which is a $3,714,000  benefit at a statutory tax rate of 34%), which expire in
1998  for the  capital  loss  carryforwards  and in the  year  2008  for the net
operating loss carryforwards.


                                      F-11
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Cash Flow Reporting

     During  1994,  1993 and  1992,  respectively,  the  Corporation  made  cash
payments of  approximately  $1,408,000,  $1,462,000 and $2,006,000 for interest,
and  $640,000,  $1,510,000  and  $330,000 for federal and  international  income
taxes.

9. Special Charges, Asset Write-Downs, and Losses on Sales of Subsidiaries

     During 1994, the Corporation recorded a net special charge of approximately
$1,419,000.  This  charge  resulted  primarily  from  severance  and other costs
related to the loss of a major  client as described in Note 2 and was reduced by
approximately  $600,000 in adjustments  to charges  recorded in prior years that
were  settled for amounts  less than  originally  estimated.  As of December 31,
1994,  approximately  $3,600,000 of the total charges  remain unpaid and will be
paid over the next five years.

     During 1993 and 1992, the Corporation  recognized  costs and write-downs of
approximately $8,732,000 and $10,623,000,  respectively,  related to the sale of
certain  subsidiaries,  the divestiture of certain operations and the impairment
of certain assets.  The 1993 losses were primarily the result of losses incurred
in the sale of  subsidiaries,  severance costs and the write-off of fixed assets
and accrual of lease charges at the disposed subsidiaries.  The 1992 losses were
the result of the impairment of the value of a building of a former  subsidiary,
write-off  of notes  receivable  from the  prior  sale of the  former  corporate
headquarters which were determined to be uncollectible,  write-off of intangible
assets  related  to  disposed  subsidiaries,   and  costs  associated  with  the
reorganization  of the Corporation  including  severance/settlement  costs,  and
charges relating to the combination of certain operations of the Corporation.

10. Other Income

     Included  in other  income  for 1993 are the  tax-exempt  proceeds  of life
insurance  policies of  approximately  $8,363,000  received during 1993 upon the
death of an officer of the Corporation.



                                      F-12
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

               CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
                            March 31, 1995 and 1994

                                     ASSETS             1995            1994
                                                        ----            ----
Current assets:
   Cash and cash equivalents (including
      restricted cash of $1,847,000 in
      1995 and $72,000 in 1994) ................   $  2,400,405    $  1,972,655
   Accounts receivable, net of allowance
      for doubtful accounts of $214,000
      in 1995 and $247,000 in 1994 .............     47,683,680      45,591,027
   Billable production in process ..............      4,369,636       3,813,983
   Refundable income taxes .....................         14,880       1,455,423
   Prepaid expenses and other ..................      1,318,562       1,225,979
                                                   ------------    ------------
           Total current assets ................     55,787,163      54,059,067
                                                   ------------    ------------
Property and Equipment:
   Leasehold improvements ......................      6,539,302       6,291,142
   Furniture and fixtures ......................     11,502,031      11,351,942
                                                   ------------    ------------
            Total ..............................     18,041,333      17,643,084
   Less--accumulated depreciation
      and amortization .........................     (9,415,070)     (8,609,061)
                                                   ------------    ------------
            Net property and equipment .........      8,626,263       9,034,023
                                                   ------------    ------------
Other assets:
   Cash value of life insurance, less
      policy loans of $2,025,000 in
      1995 and $2,669,000 in 1994 ..............        875,958       1,271,828
   Notes receivable ............................        179,283         179,283
   Cost of purchases assets in 
      excess of fair value .....................        508,741         750,067
   Deferred taxes ..............................      3,121,000       2,786,000
   Prepaid pension asset and other .............     12,074,889      11,096,774
                                                   ------------    ------------
      Total other assets .......................     16,759,871      16,083,952
                                                   ------------    ------------
            Total Assets .......................   $ 81,173,297    $ 79,177,042
                                                   ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt ...........   $    951,211    $  4,879,749
   Accounts payable ............................     44,328,977      38,141,846
   Compensation and employee benefits ..........      3,207,370       2,810,224
   Clients' advances ...........................      9,388,414       5,318,719
   Other accrued liabilities ...................      1,571,524       2,846,063
                                                   ------------    ------------
           Total current liabilities ...........     59,447,496      53,996,601
                                                   ------------    ------------
Long-term liabilities:
   Long-term debt ..............................      4,543,242      15,487,200
   Deferred compensation .......................      2,804,039       3,511,311
   Deferred income .............................        680,502         823,766
   Deferred income taxes .......................           --           616,528
   Other .......................................     12,746,049       3,909,682
                                                   ------------    ------------
            Total long-term liabilities ........     20,773,832      24,348,487
                                                   ------------    ------------
Stockholders' equity:
   Common stock, $1 par value:
      Class A, nonvoting; authorized
         2,000,000 shares,  outstanding
         343,703 shares in 1995 and
         251,420 shares in 1994 ................        343,703         251,420
      Class B, voting; authorized 200,000
         shares, outstanding 54,800 shares
         in 1995 and 1994 ......................         54,800          54,800
   Retained earnings ...........................        553,466         525,734
                                                   ------------    ------------
            Total stockholders' equity .........        951,969         831,954
                                                   ------------    ------------
            Total Liabilities and 
               Stockholders' Equity ............   $ 81,173,297    $ 79,177,042
                                                   ============    ============


           See notes to consolidated condensed financial statements.


                                      F-13
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
                     Quarters ended March 31, 1995 and 1994



                                                        1995            1994
                                                        ----            ----
Revenue ........................................   $ 16,988,442    $ 15,843,609
                                                    -----------     -----------
Operating expenses:
  Compensation and employee benefits ...........     10,071,735       9,443,097
  Occupancy expense ............................      1,642,722       1,657,072
  General agency expense .......................      1,567,556       1,682,668
  Other ........................................        491,712         324,200
                                                    -----------     -----------
        Total operating expenses ...............     13,773,725      13,107,037
                                                    -----------     -----------
Operating income ...............................      3,214,717       2,736,572
                                                    -----------     -----------
Other expense (income):
  Interest expense .............................        196,537         262,872
  Interest and investment income ...............        (32,643)       (108,299)
                                                    -----------     -----------
        Total other expense ....................        163,894         154,573
                                                    -----------     -----------
Income before income taxes, Michigan
   single business tax,  minority
   interest and cumulative effect
   of change in accounting principle ...........      3,050,823       2,581,999

Provision for Michigan single business tax,
   federal and international taxes:
   Single business tax .........................        217,500         210,000
   Deferred ....................................      1,053,415         880,528
                                                    -----------     -----------
          Total taxes ..........................      1,270,915       1,090,528
                                                    -----------     -----------
Net income before minority interest
   and cumulative effect of change
   in accounting principle .....................      1,779,908       1,491,471

Minority interest ..............................         91,719         142,549
                                                    -----------     -----------
Net income before cumulative effect
   of change in accounting principle ...........      1,688,189       1,348,922

Cumulative effect of change
   in accounting principle .....................     (6,600,000)           --   
                                                    -----------     -----------
Net (loss) income ..............................   $ (4,911,811)   $  1,348,922
                                                    ===========     ===========









           See notes to consolidated condensed financial statements.


                                      F-14
<PAGE>

                         ROSS ROY COMMUNICATIONS, INC.

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
                     Quarters Ended March 31, 1995 and 1994

                                                        1995            1994
                                                        ----            ----
Cash Flow from Operating Activities:
Net (loss) income ..............................   $ (4,911,811)   $  1,348,922
Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Pension income recognized ...................       (450,000)       (300,000)
   Depreciation and amortization ...............        250,303         280,398
   Provision (credit) for losses on
      accounts receivable ......................          9,137         (10,165)
   Provision (credit) for deferred taxes .......     (2,251,277)        880,528
   Increase in cash value of life insurance ....       (255,250)       (162,003)
   Increase in long-term liabilities ...........      9,900,000            --
   Special charges, asset write-downs and
      losses on sales of subsidiaries ..........       (285,054)       (779,243)
Changes in operating assets and liabilities
   that provided (used) cash:
   Accounts receivable .........................     (2,316,983)     15,993,527
   Billable production in process ..............     (1,699,423)       (620,069)
   Refundable income taxes and
      other current assets .....................        205,201       2,380,821
   Accounts payable and other
      current liabilities ......................     (2,032,511)    (27,935,435)
                                                   ------------    ------------
            Total adjustments ..................      1,074,143     (10,271,641)
                                                   ------------    ------------
            Net cash provided by
               operating activities ............     (3,837,668)     (8,922,719)
                                                   ------------    ------------

Cash Flow from Investing Activities:
    Expenditures for property and equipment ....        (28,652)       (126,124)
    Decrease in other noncurrent assets ........         53,339          16,855
    Other, net .................................       (189,237)        225,482
                                                   ------------    ------------
          Net cash provided by (used in)
             investing activities ..............       (164,550)        116,213
                                                   ------------    ------------

Cash Flow from Financing Activities:
   Proceeds from issuance of long-term debt ....      1,600,000       9,700,000
   Repayments of long-term debt ................           --           (26,438)
   Purchases of stock ..........................       (152,328)       (597,398)
   Issuances of stock ..........................      3,670,190         150,100
   Repayments to stock repurchase obligations ..       (743,511)       (628,441)
   Increase in stock repurchase obligations ....        165,240            --
                                                   ------------    ------------
          Net cash used in financing activities       4,539,591       8,597,823
                                                   ------------    ------------
Net Increase (Decrease) in Cash
   and Cash Equivalents ........................        537,373        (208,683)
Cash and Cash Equivalents
   at Beginning of Year ........................      1,863,032       2,181,338
                                                   ------------    ------------
Cash and Cash Equivalents
   at End of Quarter ...........................   $  2,400,405    $  1,972,655
                                                   ============    ============
                                                   








           See notes to consolidated condensed financial statements.

                                      F-15
<PAGE>
                         ROSS ROY COMMUNICATIONS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     1. The consolidated  condensed interim financial statements included herein
have been prepared by the  Corporation  without audit.  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 the rules and  regulations  of the  Securities and Exchange
Commission,  although the Corporation 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.  Certain  reclassifications
have been made to the March 31,  1994  reported  amounts to conform  them to the
March 31, 1995 presentation.  It is suggested that these consolidated  condensed
financial  statements  be read in  conjunction  with the  Corporation's  audited
consolidated financial statements and notes thereto as of December 31, 1994.

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

     4. The Corporation's  1990 stock option plan, as amended,  reserved 250,000
shares of Class A common stock for sale to key employees at a price equal to the
stock  repurchase  price at the date of grant.  There were  options  for 115,500
shares  outstanding  as of January 1, 1995.  Options  for  102,300  shares  were
exercised in February,  1995, at exercise  prices  ranging from $28.03 to $30.03
per share depending upon the date of grant.  There were 3,600 options  exercised
during the first quarter of 1994.

     The Corporation's  1982 incentive stock option plan reserved 160,000 shares
of Class A common stock for sale to key  employees at a price equal to the stock
repurchase  price at the date of grant.  There  were  options  for 3,946  shares
outstanding at January 1, 1995. These options were exercised in February 1995 at
an exercise price of $25.34. There were 3,157 options exercised during the first
quarter of 1994.

     5. The  Corporation  adopted  the  provisions  of  Statement  of  Financial
Accounting Standards No. 106, "Accounting for Postretirement Benefits Other Than
Pensions," effective January 1, 1995. The impact of the adoption is $6.6 million
(net of applicable  income taxes) and is recognized as a one-time  charge to net
income.  This statement  requires the accrual of postretirement  benefits during
the years in which eligible employees provide services.  Previously,  such costs
were expensed as paid.

     The  Corporation  offers  postretirement  health  care  benefits to certain
eligible  employees  and  retirees  in  the  United  States.  Such  coverage  is
self-insured but is administered by an insurance company. The pay-as-you-go cost
for  postretirement  health care  benefits  was  $310,000  and  $290,000 for the
calendar  years  ended 1994 and 1993,  respectively,  the  majority of which was
funded by reimbursements from The Ross Roy Pension Plan's Retiree Health Account
pursuant to Section 401(b) of the Internal Revenue Code of 1986.

     The components of periodic expense for postretirement  health care benefits
for 1995 are estimated as follows:

                                                                         1995
                                                                         ----
            Service cost .......................................    $   881,000
            Interest cost ......................................        906,000
                                                                    -----------
            Net periodic postretirement health care cost .......      1,787,000
            Recognition of initial transition obligation .......      9,900,000
                                                                    -----------
            Total postretirement health care costs .............    $11,687,000
                                                                    ===========


                                      F-16
<PAGE>


                         ROSS ROY COMMUNICATIONS, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

     The following table sets forth the funded status and amounts recognized for
the  Corporations's  postretirement  health care  benefits  in its  consolidated
balance sheet as of March 31, 1995:

Accumulated postretirement benefit obligation (APBO):
     Retirees .............................................   $ 4,560,000
     Fully eligible active plan participants ..............     2,041,000
     Other active plan participants .......................     3,714,000
                                                              -----------
                                                               10,315,000
Less market value of plan assets ..........................          -- 
                                                              -----------
Postretirement benefit liability recognized 
   in the balance sheet as of March 31, 1995 ..............   $10,315,000
                                                              ===========


     A discount rate of 8.5% was used in determining the APBO at March 31, 1995.
The  calculation  of  postretirement  health  care  benefits  was based  upon an
actuarial  assumption of 9% for medical  inflation in 1995. This rate is assumed
to decrease to 8% in 1996 and remain at that level  thereafter.  The effect of a
one-percentage-point  annual  increase in the assumed  medical  inflation  rates
would increase the APBO by approximately  $1.7 million;  the annual service cost
would increase by approximately $400,000.

     6. In late 1994, the Corporation was informed by its major retail client of
its decision to utilize another agency. The Corporation  expects to complete the
transition of its responsibilities to the successor agency in late 1995.

     7. In May 1995, the Corporation's Board of Directors approved a merger with
a subsidiary of Omnicom Group Inc. The merger is subject to shareholder approval
which is expected to be voted upon in August 1995.




                                      F-17
<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 the 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  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.

     (b) 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.

     (c) 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
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/Information
Statement 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-2

<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 15, 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-3
<PAGE>

     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 15, 1995            
                   (Bruce Crawford)                     Executive Officer and Director
                                                        (Principal Executive Officer)
                  /S/ FRED J. MEYER
        --------------------------------------            Chief Financial Officer                   June 15, 1995           
                   (Fred J. Meyer)                               and Director
                                                       (Principal Financial Officer)
                  /S/ DALE A. ADAMS
        --------------------------------------               Controller (Principal                  June 15, 1995           
                   (Dale A. Adams)                            Accounting Officer)

                /S/ BERNARD BROCHAND
        --------------------------------------
                  (Bernard Brochand)                               Director                         June 15, 1995   
                                              
              /S/ LEONARD S. COLEMAN, JR.
         --------------------------------------
              (Leonard S. Coleman, Jr.)                            Director                         June 15, 1995

               
        --------------------------------------
                (Robert J. Callander)                              Director                          

                /S/ JAMES A. CANNON
        --------------------------------------                     
                  (James A. Cannon)                                Director                         June 15, 1995

                /S/ PETER I. JONES   
         --------------------------------------                    
                   (Peter I. Jones)                                Director                         June 15, 1995

                 /S/ JOHN R. PURCELL                    
         --------------------------------------                    Director                         June 15, 1995
                   (John R. Purcell)    

                 /S/ KEITH L. REINHARD                                 
         --------------------------------------                    Director                         June 15, 1995
                  (Keith L. Reinhard)        
                            
                /S/ ALLEN ROSENSHINE                               Director                         June 15, 1995
         --------------------------------------
                  (Allen Rosenshine)   
                                 
                 /S/ GARY L. ROUBOS                                Director                         June 15, 1995
         --------------------------------------
                   (Gary L. Roubos)         

                             
         --------------------------------------                    Director
                (Quentin I. Smith, Jr.)    
                              
                 /S/ ROBIN B. SMITH                                                  
         --------------------------------------                    Director                         June 15, 1995
                   (Robin B. Smith)

                /S/ WILLIAM G. TRAGOS                  
         --------------------------------------                    Director                         June 15, 1995
                  (William G. Tragos)  

                  /S/ JOHN D. WREN
         --------------------------------------                    Director                         June 15, 1995
                   (John D. Wren)   
  
                 /S/ EGON P.S. ZEHNDER                 
         --------------------------------------                    Director                         June 15, 1995
                  (Egon P.S. Zehnder)                                    
</TABLE>


                                      II-4
<PAGE>

                          EXHIBIT INDEX

Exhibit
   No.                      Description                                  Page
- --------                    -----------                                  ----
  2.1    Agreement and Plan of Merger dated as of June 15, 1995,
         among Omnicom Group Inc., RRC Acquisition Inc. and Ross
         Roy Communications, Inc.

  2.2    Form of Escrow Agreement among Omnicom Group Inc., Ross
         Roy Communications, Inc., the Ross Roy Shareholder
         Representative, and The Chase Manhattan Bank, N.A. as
         Escrow Agent

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

  8.1*   Opinion of Deloitte & Touche LLP regarding tax matters

  8.2    Form of opinion of McDonald & Company Securities, Inc.
         as to the fairness from a financial point of view, of
         the Merger

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

  23.2   Consent of Deloitte & Touche LLP as to financial
         statements of Ross Roy Communications, Inc.

  23.3   Consent of Davis & Gilbert (included in Exhibit 5.1)

  23.4   Consent of Deloitte & Touche LLP

  23.5   Consent of McDonald & Company Securities, Inc.

  24     Power of Attorney (included on signature page)
- --------------
*  To be filed by amendment.

