ROSS ROY WEIGHS OFFER FROM OMNICOM

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Ross Roy Communications is considering an unconditional offer from Omnicom Group, one of three bidders for the $508 million Bloomfield Hills, Mich.-based agency, said sources close to Ross Roy.

Ross Roy Chairman-CEO Peter Mills acknowledged an unconditional offer, but wouldn't disclose the bidder's identity. Ross Roy and New York-based Omnicom were expected to meet late last week with a decision from Ross Roy on a bidder to shortly follow.

Other bidders include Bozell Worldwide and adman Richard Humphreys, who emerged last week as the mysterious third suitor. According to industry executives, Mr. Humphreys has assembled a group of investors independent of his role as president of Adcom Investments, the holding company that controls N.W. Ayer & Partners.

While Adcom and Ayer for weeks have been rumored to be the third party, executives there have repeatedly denied any interest in Ross Roy.

Last week, Mr. Humphreys was identified by executives familiar with the Ross Roy negotiations as the interested party minus W.Y. Choi, the South Korean media mogul with majority control of Adcom.

Mr. Humphreys' solo initiative on Ross Roy, said those who know him, may reflect a deteriorating relationship between Messrs. Choi and Humphreys.

Mr. Humphreys would not comment, but Mr. Choi is said to be uninterested in making further agency investments with his own money until Ayer proves itself.

Nor is he seen as wanting to take on new acquisition investment partners that would dilute his interest in Ayer.

Meanwhile, Omnicom's offer would mean aligning Ross Roy with the holding company's Diversified Agency Services operation rather than an agency network. Initially, Omnicom's BBDO was pursuing Ross Roy with the intent of merging it into its agency operations. But, Omnicom's DAS umbrella would help Ross Roy maintain a separate identity plus prove a better match because of Ross Roy's extensive work in the promotional arena, said executives close to the negotiations.

Mr. Mills said a decision is likely to be made this week and that the delay-a winning bid was supposed to have been identified last month-was not attributable to the uncertainty at Ross Roy's largest client, Chrysler Corp. The auto marketer is in the midst of dealing with an unsolicited nearly $23 billion bid by Kirk Kerkorian.

The delay, said Mr. Mills, is because one of the bidders took longer to review the agency's financials. Both Omnicom's BBDO and Bozell count Chrysler as a client.

Ross Roy was also the incumbent in the Kmart Corp. review, won last week by Campbell Mithun Esty, Minneapolis. Though Ross Roy declined to participate in the review, its work was considered by Kmart. With the loss of that account, Ross Roy is closing its New York office (see story on Page 45).

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