SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 6, 1998
Date of Report (Date of earliest event reported)
OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
1-10551 13-1514814
(Commission File Number) (I.R.S. Employer Identification No.)
437 MADISON AVENUE
NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices)
(212) 415-3600
(Registrant's Telephone Number, Including Area Code)
____________________________________________________
(Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
On January 6, 1998, Omnicom Group Inc. (the "Company") sold $230,000,000
aggregate principal amount of 2 1/4% Convertible Subordinated Debentures due
2007 (the "Debentures") within the United States only to "Qualified
Institutional Buyers" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")) in compliance with Rule 144A. Morgan Stanley
& Co. Incorporated acted as the placement agent in the offering of Debentures
(the "Offering"). The Debentures and the shares of the Company's common stock,
par value $0.50 per share (the "Common Stock"), into which the Debentures may be
converted were not registered under the Securities Act.
The Debentures are convertible into Common Stock of the Company at any time
after 90 days following the latest date of original issuance thereof through
maturity, unless previously redeemed or repaid, at a conversion rate of 20.068
shares per bond (initially representing a conversion price of $49.83), subject
to adjustment in certain events.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
1 Placement Agreement dated December 4, 1997 between the Company and
Morgan Stanley & Co. Incorporated
4.1 Indenture dated as of January 6, 1998 between the Company and The
Chase Manhattan Bank, as trustee
4.2 Form of Debentures (included in Exhibit 4.1)
4.3 Registration Rights Agreement dated as of January 6, 1998 between the
Company and Morgan Stanley & Co. Incorporated
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SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
OMNICOM GROUP INC.
By: /s/ Barry J. Wagner
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Barry J. Wagner, Secretary
Dated: January 20, 1998
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