-----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, TPuK02e05t5LpxmgAdUPshi/L8vTBz2RGZJzjG6q8g5aSbxHshX3G5UXtDs1sIGd bVD/dwia25VZK1R5OO300w== 0000891092-97-000272.txt : 19970721 0000891092-97-000272.hdr.sgml : 19970721 ACCESSION NUMBER: 0000891092-97-000272 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970718 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: 97642639 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 July 16, 1997 the closing price of the Common Stock as reported on the New York Stock Exchange was $64.00 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 Principal Amount of Debentures of Debentures to be Name of Selling Securityholder(s): Beneficially Owned Offered for Sale --------------------------------- -------------------- ------------------ Froley Revy Investment Co. Inc./ $ 500,000 $ 500,000 Arkansas PERS Froley Revy Investment Co. Inc./ 825,000 825,000 PRIM Board Froley Revy Investment Co. Inc./ 500,000 500,000 Southern Farm Bureau Life Insurance Froley Revy Investment Co., Inc./ 575,000 575,000 Regence Washington Health Froley Revy Investment Co. Inc./ 200,000 200,000 Starvest Investment Froley Revy Investment Co. Inc./ 4,400,000 4,400,000 State of Oregon/SAIF Corp. Froley Revy Investment Co. Inc./ 215,000 215,000 Island Insurance Convertibles Froley Revy Investment Co. Inc./ 700,000 700,000 Finance Factors Ltd. Lazard Freres & Co. LLC 2,630,000 2,630,000 Lutheran Brotherhood Income Fund 1,000,000 1,000,000 LB Series Fund, Inc., Income Portfolio 500,000 500,000 Lutheran Brotherhood 3,500,000 3,500,000 Phoenix Convertible Fund 510,000 510,000 The TCW Group, Inc. 15,630,000 15,630,000 The Debentures being offered by the Selling Securityholders hereby represent all of the Debentures beneficially owned by the Selling Securityholders as of July 17, 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 July 18, 1997. -----END PRIVACY-ENHANCED MESSAGE-----