-----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, PWEXB6KDkvnbQDmF70FqWJrBlI/N3aEzTF30YV1qj8jOBHUTI2DtsZlssSaHM1Oe +0J1/XdKlrD8nbpkgmXVAg== 0000891092-98-000213.txt : 19980601 0000891092-98-000213.hdr.sgml : 19980601 ACCESSION NUMBER: 0000891092-98-000213 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980529 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: 98634162 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 27, 1998 the closing price of the Common Stock as reported on the New York Stock Exchange was $46.875 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 Principal Amount of Debentures of Debentures to be Name of Selling Securityholder(s): Beneficially Owned Offered for Sale - --------------------------------- ------------------ ------------------- Amerisure Companies/Michigan Mutual Insurance Company $ 180,000 $ 180,000 Donaldson, Lufkin & Jenrettte Securities Corp. 225,000 225,000 Jefferies & Company 1,000,000 1,000,000 LB Series Fund, Inc. - Income Portfolio 850,000 850,000 Lord Abbett & Co. for ILA Annuity & Co. 1,000,000 1,000,000 Lutheran Brotherhood 4,000,000 4,000,000 Lutheran Brotherhood Income Fund 600,000 600,000 The Travelers Indemnity Company(1) 2,800,000 2,800,000 The Travelers Insurance Company(2) 1,800,000 1,800,000 The Travelers Life & Annuity Company(3) 200,000 200,000 Travelers Managed Assets Trust 200,000 200,000 - ---------- (1) Holds $2,858,000 principal amount of registered Debentures. (2) Holds $1,827,000 principal amount of registered Debentures. (3) Holds $215,000 principal amount of registered Debentures. Other than as set forth in the footnotes above, the Debentures being offered by the Selling Securityholders hereby represent all of the Debentures beneficially owned by the Selling Securityholders as of May 27, 1998. Except for purchase of the Debentures and the purchase of the Company's 4 1/4% Convertible Subordinated Debentures due 2007 by The Travelers Indemnity Company, The Travelers Insurance Company, The Travelers Life & Annuity Company and Travelers Managed Assets Trust, 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 29, 1998. -----END PRIVACY-ENHANCED MESSAGE-----