-----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, GPLoanyGdVBj881HnaVyzK92gVLaruZKgDB1L6pbxbVSyLzzTkeULcQ3NtzyHJE3 udlxPKs54BhPf3LJvQM9vg== 0000891092-98-000167.txt : 19980513 0000891092-98-000167.hdr.sgml : 19980513 ACCESSION NUMBER: 0000891092-98-000167 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980512 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: 98616258 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 2 1/4% 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 May 8, 1998 the closing price of the Common Stock as reported on the New York Stock Exchange was $48.3125 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 Amount of Principal Amount of Debentures Beneficially Debentures to be Name of Selling Shareholder(s) Owned Offered for Sale ------------------------------ ---------------------- ------------------- City of Birmingham Retirement & Relief System 2,100,000 2,100,000 Merrill Lynch Insurance Group 300,000 300,000 Morgan Stanley Dean Witter 16,175,000 16,175,000 Occidental Petroleum 50,000 50,000 Toronto Dominion (New York), Inc. 5,000,000 5,000,000 TQA Arbitrage Fund, L.P. 1,000,000 1,000,000
The Debentures being offered by the Selling Securityholders hereby represent all of the Debentures beneficially owned by the Selling Securityholders as of May 8, 1998. Except for Morgan Stanley's position as the Initial Purchaser of the Debentures and as the initial purchaser of the Company's 4 1/4% Convertible Subordinated Debentures due 2007 issued on January 3, 1997, and 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 May 12, 1998.
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