-----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, KupLME3ZJ42u6JqMPYtmazICm0VQdqVR1R/t2bC634Z2EMze3rLA5ITpa88oTEsn dGMu0L0lmkcgsNeFeIL6mQ== 0000891092-98-000158.txt : 19980504 0000891092-98-000158.hdr.sgml : 19980504 ACCESSION NUMBER: 0000891092-98-000158 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980430 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: SEC FILE NUMBER: 333-47047 FILM NUMBER: 98606101 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 6, 1998) OMNICOM GROUP INC. $230,000,000 Principal Amount of 2 1/4% Convertible Subordinated Debentures due 2013 (Interest Payable January 6 and July 6) 4,615,694 Shares of Common Stock --------------------- This document supplements the Prospectus dated March 6, 1998 relating to (i) $230,000,000 aggregate principal amount of 21/4% Convertible Subordinated Debentures due 2013 (the "Debentures") of Omnicom Group Inc., a New York corporation ("Omnicom" or the "Company"), and (ii) 4,615,694 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 1998 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 April 27, 1998 the closing price of the Common Stock as reported on the New York Stock Exchange was $[____] 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 page 19 of the Prospectus), the following information is provided with respect to the beneficial owners of the Debentures: Principal Principal Amount Amount of of Debentures Debentures to be Beneficially Offered Name of Selling Securityholder(s): Owned for Sale - --------------------------------- ----- -------- American Community Mutual Ins Co $ 160,000 $ 160,000 American Pioneer Life Ins Co of New York 15,000 15,000 American Progressive Life & Health Ins Co of N.Y 15,000 15,000 American Public Entity Excess Pool 25,000 25,000 American Republic Insurance Company 440,000 440,000 Amwest Surety Insurance Company 140,000 140,000 Aristeia International Limited 2,177,000 2,177,000 Aristeia Trading LLC 1,823,000 1,823,000 Associated Electric & Gas Insurance Services Limited 400,000 400,000 Associated Physicians Insurance Company 15,000 15,000 Baltimore Life Insurance Company 45,000 45,000 Bancroft Convertible Fund, Inc. 1,000,000 1,000,000 Bank of America Convertible Securities Fund 410,000 410,000 BCS Life Insurance Company 170,000 170,000 Blue Cross of the Rochester Area Inc c/o Income Research & Management 2,700,000 2,700,000 Blue Shield of the Rochester Area c/o Income Research & Management 910,000 910,000 BS Debt Income Fund - Class A 15,000 15,000 CALAMOS Convertible Fund 2,450,000 2,450,000 CALAMOS Growth and Income Fund 430,000 430,000 Canadian Imperial Holdings Inc 4,000,000 4,000,000 Care America Life Insurance Company 25,000 25,000 Catholic Relief Insurance Company of America 130,000 130,000 Century National Insurance Company 260,000 260,000 Champion International Corporation Master Retirement Trust 2,125,000 2,125,000 Chicago Mutual Insurance Company 10,000 10,000 Principal Principal Amount Amount of of Debentures Debentures to be Beneficially Offered Name of Selling Securityholder(s): Owned for Sale - --------------------------------- ----- -------- Chrysler Corporation Master Retirement Trust 2,480,000 2,480,000 Chrysler Insurance Company 2,200,000 2,200,000 Combined Insurance Company of America 855,000 855,000 Commonwealth Dealers Life Insurance 90,000 90,000 Concord Life Insurance Company 130,000 130,000 Condor Insurance Company 35,000 35,000 CSA Fraternal Life Insurance Company 70,000 70,000 Delta Airlines Master Trust 5,330,000 5,330,000 Dorinco Reinsurance Company 1,500,000 1,500,000 Ellsworth Convertible Growth and Income Fund, Inc. 1,000,000 1,000,000 Equity Income Fund 3,300,000 3,300,000 Farmers Home Mutual Insurance Company 130,000 130,000 Federated Rural Electric Insurance Corp. 100,000 100,000 Financial American Life Insurance Company 30,000 30,000 Finger Lakes Long Term Care Insurance Co. c/o Income Research & Management 420,000 420,000 First Delaware Insurance Company 10,000 10,000 First Mercury Insurance Company 130,000 130,000 First Patriot Insurance Company 20,000 20,000 Frontier Insurance Company 280,000 280,000 General Electric Mortgage Insurance Company 5,000,000 5,000,000 Genesee County Employees' Retirement System 650,000 650,000 Goodville Mutual Casualty Company 10,000 10,000 Gopher State Mutual Insurance Company 35,000 35,000 Grain Dealers Mutual Insurance 50,000 50,000 Guarantee Trust Life Insurance Company 260,000 260,000 Principal Principal Amount Amount of of Debentures Debentures to be Beneficially Offered Name of Selling Securityholder(s): Owned for Sale - --------------------------------- ----- -------- Guaranty Income Life Insurance Company 130,000 130,000 Holy Family Society 20,000 20,000 Illinois Founders Insurance Company 60,000 60,000 Illinois Health Care Insurance Company 90,000 90,000 Indiana Lumbermens Mutual Insurance Company 400,000 400,000 Integrity Mutual Insurance Company 250,000 250,000 ISBA Mutual Insurance Company (Illinois State Bar Association) 70,000 70,000 Kanawha Insurance Company 40,000 40,000 Kettering Medical Center Funded Depreciation Account 200,000 200,000 Lebanon Mutual Insurance Company 20,000 20,000 Lincoln Mutual Life Insurance Company 45,000 45,000 Lone Star Life Insurance Company 700,000 700,000 MedAmerica Insurance Co. c/o Income Research & Management 940,000 940,000 Medico Life Insurance Company 230,000 230,000 Medmarc Insurance Company 180,000 180,000 Merril Lynch Pierce Fenner & Smith Inc. 500,000 500,000 Michigan Mutual Insurance Company 2,000,000 2,000,000 Mid America Life Insurance Company 90,000 90,000 Middle Cities Risk Management Trust 50,000 50,000 Midwest Security Life 70,000 70,000 Midwestern National Life Insurance Co of Ohio 130,000 130,000 Millers Casualty Insurance Company of Texas 70,000 70,000 Millers Mutual Fire Insurance Company of Texas 1,400,000 1,400,000 Millville Mutual Insurance Company 20,000 20,000 Mutual Protective Insurance Company 260,000 260,000 NCMIC 300,000 300,000 New Castle Mutual Insurance Company 15,000 15,000 OCM Convertible Trust 3,490,000 3,490,000 Old Guard Fire Insurance Company 40,000 40,000 Old Guard Insurance Company 130,000 130,000 Ozark National Life Insurance Company 290,000 290,000 Pacific Horizon Capital Income Fund 4,400,000 4,400,000 Pacific Innovation Trust Capital Income Fund 180,000 180,000 Partner Reinsurance Company Ltd. 345,000 345,000 Phico Insurance Company 200,000 200,000 Physicians Mutual Insurance Company 100,000 100,000 Physicians' Reciprocal Insurers Account #7 1,800,000 1,800,000 Pioneer Insurance Company 50,000 50,000 Police & Fireman's Insurance Association 80,000 80,000 Principal Principal Amount Amount of of Debentures Debentures to be Beneficially Offered Name of Selling Securityholder(s): Owned for Sale - --------------------------------- ----- -------- Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union 3,075,000 3,075,000 Public Service Mutual Insurance Company 900,000 900,000 Raytheon Company Master Pension Trust 1,180,000 1,180,000 Reassurance Company of Hanover 130,000 130,000 RJR Nabisco, Inc. Defined Benefit Master Trust 1,600,000 1,600,000 Secura Insurance, A Mutual Company 220,000 220,000 Security Mutual Life Insurance 40,000 40,000 Service Life and Casualty Insurance Company 25,000 25,000 Service Lloyd Insurance Company 25,000 25,000 Southern Farm Bureau Life Insurance Company 1,500,000 1,500,000 Southern Farm Bureau Life Insurance - FRIC 400,000 400,000 SPT 1,600,000 1,600,000 Standard Mutual Insurance Company 70,000 70,000 Starvest Managed Fund 175,000 175,000 State Employees Retirement Fund of the State of Delaware 810,000 810,000 State of Connecticut Combined Investment Funds 2,795,000 2,795,000 Susquehanna Capital Group 725,000 725,000 Texas Builders Insurance Company 100,000 100,000 The Dow Chemical Company Employees' Retirement Plan 4,325,000 4,325,000 The Fondren Foundation 170,000 170,000 Transguard Insurance Company Inc 200,000 200,000 Tufts Associated Health Plan c/o Income Research & Management 680,000 680,000 Unifi, Inc. Profit Sharing Plan and Trust 400,000 400,000 United Food and Commercial Workers Local 1262 and Employers Pension Fund 1,100,000 1,100,000 United National Insurance Company 1,300,000 1,300,000 United Teachers Associates 400,000 400,000 University of Massachusetts Medical Center c/o Income Research & Management 600,000 600,000 Utica First Insurance Company 30,000 30,000 Univar Corporation 800,000 800,000 Vanguard Convertible Securities Fund, Inc. 2,015,000 2,015,000 Washington International Insurance Company 70,000 70,000 Westward Life Insurance Company 20,000 20,000 Wisconsin Lawyers Mutual Insurance Company 100,000 100,000 Wisconsin Mutual Insurance Company 130,000 130,000 World Insurance Company 160,000 160,000 The Debentures being offered by the Selling Securityholders hereby represent all of the Debentures beneficially owned by the Selling Securityholders as of April 27, 1998. 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 April 30, 1998. -----END PRIVACY-ENHANCED MESSAGE-----