-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcsHCCukdLyAcgMWLvqKNTjq8cusPmhInr6Al7VxK3tfH0RkpqeK20UBrrcZ6v+H AGt8YqiPspn2GHZO5pA7ag== 0000891092-97-000209.txt : 19970611 0000891092-97-000209.hdr.sgml : 19970611 ACCESSION NUMBER: 0000891092-97-000209 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970610 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM GROUP INC CENTRAL INDEX KEY: 0000029989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 131514814 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22589 FILM NUMBER: 97621295 BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124153700 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH GROUP INC DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INTERNATIONAL INC DATE OF NAME CHANGE: 19850604 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INC DATE OF NAME CHANGE: 19781226 424B3 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT (To Prospectus Dated March 11, 1997) OMNICOM GROUP INC. $218,500,000 Principal Amount of 4 1/4% Convertible Subordinated Debentures due 2007 (Interest Payable January 3 and July 3) 3,468,254 Shares of Common Stock --------------------- This document supplements the Prospectus dated March 11, 1997 relating to (i) $218,500,000 aggregate principal amount of 4 1/4% Convertible Subordinated Debentures due 2007 (the "Debentures") of Omnicom Group Inc., a New York corporation ("Omnicom" or the "Company"), and (ii) 3,468,254 shares of Common Stock, par value $0.50 per share (the "Common Stock") of the Company which are initially issuable upon conversion of the Debentures plus additional indeterminate number of shares of Common Stock as may become issuable upon conversion of the Debentures as a result of adjustments to the conversion price (the "Shares"). The Debentures were initially acquired from the Company by Morgan Stanley & Co. Incorporated in January 1997 in connection with a private offering. This Prospectus Supplement is incorporated by reference into the Prospectus, and all terms used herein shall have the meaning assigned to them in the Prospectus. On June 6, 1997 the closing price of the Common Stock as reported on the New York Stock Exchange was $61 per share. The Common Stock is traded under the symbol "OMC". In accordance with the Section of the Prospectus entitled "Selling Securityholders" (which appears on pages 19 and 20 of the Prospectus), the following information is provided with respect to the beneficial owners of the Debentures: Principal Amount of Debentures Principal Amount of Beneficially Debentures to be Name of Selling Securityholder(s): Owned Offered for Sale - ---------------------------------- ----- ---------------- American Community Mutual Ins. Co. $ 180,000 $ 180,000 American Pioneer Life Ins. Co. of N.Y. 45,000 45,000 American Progressive Life & Health 45,000 45,000 American Public Entity Excess Pool 50,000 50,000 American Republic Insurance Company 400,000 400,000 Amwest Surety Insurance Company 350,000 350,000 Anthracite Mutual Fire Ins. Company 10,000 10,000 Associated Physicians Ins. Co. 25,000 25,000 BCS Life Insurance Co. 295,000 295,000 Care America Life Insurance Co. 50,000 50,000 Catholic Relief Ins. Company of America 210,000 210,000 Central States Health & Life of Omaha 130,000 130,000 Century National Insurance Company 725,000 725,000 Chicago Mutual Liability Co. 40,000 40,000 Chrysler Insurance Co. 1,440,000 1,440,000 Concord Life Ins. Co. 30,000 30,000 Condor Insurance 110,000 110,000 CSA Fraternal Life 20,000 20,000 Delta Air Lines Master Trust 1,225,000 1,225,000 Farmers Home Mutual Insurance 100,000 100,000 Federated Rural Electric Ins. Corp. 100,000 100,000 First Mercury Ins. Company 250,000 250,000 Frontier Insurance Company 600,000 600,000 Goodville Mutual Casualty Company 30,000 30,000 Gopher State Mutual Ins. Company 80,000 80,000 Goschenhoppen-Home Ins. Co. 40,000 40,000 Grain Dealers Mutual Ins. 120,000 120,000 Guarantee Trust Life Ins. Co. 620,000 620,000 Guaranty Income Life Insurance 190,000 190,000 Highbridge Capital Corporation 5,250,000 5,250,000 Holy Family Society 30,000 30,000 Hughes Aircraft Company Master Retirement Trust 610,000 610,000 ISBA Mutual Insurance Company 100,000 100,000 Lebanon Mutual Ins. Company 50,000 50,000 Lone Star Life Insurance Co. 820,000 820,000 Medico Life Insurance Company 440,000 440,000 Medmarc Insurance 400,000 400,000 Merrill Lynch Pierce Fenner and Smith Inc. 2,030,000 2,030,000 Middle Cities Risk Management Trust 130,000 130,000 Midwest Securities Life 120,000 120,000 Midwestern National Life Ins. Co. of Ohio 250,000 250,000 Millers Casualty Ins. Co. of Texas 180,000 180,000 Millers Mutual Fire Ins. Co. of Texas 850,000 850,000 Millville Mutual Ins. Co. 60,000 60,000 Mutual Protective Ins. Co. 410,000 410,000 National Chiropractic 80,000 80,000 OCM Convertible Trust 1,730,000 1,730,000 Old Guard Fire Ins. Co. 100,000 100,000 Old Guard Insurance Company 270,000 270,000 Ozark National Life Ins. Co. 440,000 440,000 Partner Reinsurance Company Ltd. 235,000 235,000 Phico Insurance Company 60,000 60,000 Physicians Mutual Ins. Co. 200,000 200,000 Pioneer Insurance Company 15,000 15,000 Police & Fireman's Insurance Association 45,000 45,000 Reassurance Company of Hanover 280,000 280,000 Reliable Life Insurance Co. 420,000 420,000 Salomon Brothers Inc. 4,810,000 4,810,000 Secura Insurance, A Mutual Company 140,000 140,000 Service Life and Casualty Ins. Co. 25,000 25,000 Service Lloyd Insurance Company 25,000 25,000 Standard Mutual Ins. Co. 160,000 160,000 State Employees' Retirement Fund of the State of Delaware 485,000 485,000 State of Connecticut Combined Investment Funds 285,000 285,000 State of Connecticut Combined Investment Funds 1,415,000 1,415,000 Texas Builders Insurance Co. 50,000 50,000 Transguard Insurance Company of America 530,000 530,000 United National Insurance Co. 1,310,000 1,310,000 United Teacher Associates Ins. Co. 990,000 990,000 Utica First Insurance Company 95,000 95,000 Vanguard Convertible Securities Fund, Inc. 1,015,000 1,015,000 Washington International Ins. Co. 200,000 200,000 Western Home Insurance Co. 100,000 100,000 Westward Life Insurance Co. 50,000 50,000 Wisconsin Lawyers Mutual Ins. Co. 50,000 50,000 Wisconsin Mutual Insurance Co. 30,000 30,000 World Insurance Company 150,000 150,000 The Debentures being offered by the Selling Securityholders hereby represent all of the Debentures beneficially owned by the Selling Securityholders as of June 6, 1997. Except for the purchase of the Debentures none of the Selling Securityholders has had a material relationship with the Company or any of its affiliates within the past three years. ----------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITY 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. ---------------------- The date of this Prospectus Supplement is June 10, 1997. -----END PRIVACY-ENHANCED MESSAGE-----