8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 23, 2007

OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in Charter)

New York
(State or Other Jurisdiction
of Incorporation) 1-10551
(Commission
File Number)   13-1514814
 (IRS Employer
Identification No.)

437 Madison Avenue, New York, NY
(Address of Principal Executive Offices) 10022
(Zip Code)  

Registrants’ telephone number, including area code: (212) 415-3600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02 Results of Operations and Financial Condition.

        See “Item 8.01 Other Events” below.

Item 8.01 Other Events.

        On May 22, 2007, Omnicom Group Inc. (the “Company”) issued a press release announcing the declaration of a two-for-one stock split, to be effected in the form of a 100% stock dividend, authorized by its Board of Directors on May 22, 2007 (the “Stock Split”). The Stock Split will entitle all stockholders of record at the close of business on June 6, 2007 (the “Record Date”), to receive one additional share of the Company’s common stock, par value $.15 per share (the “Common Stock”), for each share of Common Stock held on that date. The additional shares of Common Stock will be distributed on June 25, 2007 to stockholders of record on the Record Date. A copy of the press release is attached as Exhibit 99.1.

        In connection with the Stock Split, the Company is providing the following financial information in order to highlight the impact of the Stock Split with respect to certain of its historical financial data. The financial information below shows the effect of the Stock Split on the Company’s historical basic and diluted earnings per share for the years ended December 31, 2006, 2005 and 2004, each quarter of 2006 and for the first quarter of 2007. The information below has been prepared in accordance with SFAS No. 128, “Earnings per Share.”

	Year Ended December 31,
	2006		2005		2004
	(dollars and shares outstanding in millions, except for per share amounts)
Net Income:	$	864.0	$	790.7	$	723.5
Reported:
Basic Earnings per Share	$	5.04	$	4.38	$	3.90
Weighted Average Shares		171.4		180.4		185.7
Adjusted for stock-dividend:
Basic Earnings per Share	$	2.52	$	2.19	$	1.95
Weighted Average Shares		342.9		360.7		371.4
Reported:
Diluted Earnings per Share	$	4.99	$	4.36	$	3.88
Weighted Average Shares		173.1		181.8		186.6
Adjusted for stock-dividend:
Diluted Earnings per Share	$	2.50	$	2.18	$	1.94
Weighted Average Shares		346.1		363.6		373.2

	Three Months Ended
	March 31, 2006		June 30, 2006		September 30, 2006		December 31, 2006		March 31, 2007
	(dollars and shares outstanding in millions, except for per share amounts)
Net Income:	$	165.7	$	244.1	$	177.1	$	277.2	$	183.0
Reported:
Basic Earnings per Share	$	0.94	$	1.43	$	1.05	$	1.64	$	1.11
Weighted Average Shares		176.7		170.2		169.4		169.1		165.6
Adjusted for stock-dividend:
Basic Earnings per Share	$	0.47	$	0.72	$	0.52	$	0.82	$	0.55
Weighted Average Shares		354.1		340.5		338.8		338.1		331.1
Reported:
Diluted Earnings per Share	$	0.93	$	1.42	$	1.04	$	1.62	$	1.09
Weighted Average Shares		177.8		172.0		170.9		171.3		167.8
Adjusted for stock-dividend:
Diluted Earnings per Share	$	0.47	$	0.71	$	0.52	$	0.81	$	0.55
Weighted Average Shares		355.7		344.1		341.9		342.7		335.5

Item 9.01. Financial Statements and Exhibits.

        (c) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated May 22, 2007.

 

2

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OMNICOM GROUP INC.
By:	/s/ PHILIP J. ANGELASTRO
	Name: Philip J. Angelastro
	Title: Senior Vice President Finance and Controller

Date: May 23, 2007

 

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 22, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Randall Weisenburger
212-415-3393

Omnicom Group Inc. Announces Two-for-One Stock Split and Increases Dividend by 20%

NEW YORK, May 22 /PRNewswire-FirstCall/ — Omnicom Group Inc. (NYSE: OMC) today announced that its Board of Directors has authorized a two-for-one stock split to be effected in the form of a 100% stock dividend. The stock split will entitle all shareholders of record at the close of business on June 6, 2007 to receive one additional share of Omnicom Group common stock for each share held on that date. The stock split will be distributed on June 25, 2007.

The Board of Directors also declared a quarterly dividend of 15 cents per outstanding share of its common stock following the completion of the stock split, an increase of 20% from the previous split-adjusted quarterly cash dividend of 12.5 cents per share. The cash dividend is payable on July 5, 2007 to Omnicom Group common shareholders of record at the close of business on June 6, 2007.

Each shareholder of Omnicom Group common stock as of the record date will receive additional shares by the issuance of book-entry shares through Omnicom’s transfer agent, Mellon Investor Services, pursuant to the direct registration system (DRS) operated by The Depository Trust Company (DTC). Shareholders will not need to exchange existing stock certificates in connection with the stock split.

Omnicom currently has approximately 163.1 million shares outstanding excluding treasury shares and, upon completion of the two-for-one split, will have approximately 326.2 million shares of common stock outstanding excluding treasury shares.

Omnicom Group Inc. (NYSE: OMC) (www.omnicomgroup.com). Omnicom is a leading global advertising, marketing and corporate communications company. Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries.