SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Soliciting Material Pursuant to
ss 240.14a-11(c) or ss 240.14a-12
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definite Additional Materials
OMNICOM GROUP INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transactions applies:
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2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
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[X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
November 28, 1995
A Special Meeting of the Shareholders of Omnicom Group Inc. (the
"Corporation") will be held at the offices of BBDO Worldwide Inc. (seventh floor
meeting room), 1285 Avenue of the Americas (between 51st and 52nd streets), New
York, New York, on Tuesday, November 28, 1995 at 10:00 a.m. for the following
purposes:
1. To consider and vote upon a proposal to approve an amendment to the
Corporation's Restated Certificate of Incorporation increasing the
number of authorized shares of Common Stock, par value $.50 per share,
from 75,000,000 to 150,000,000 to allow the Corporation to issue
additional shares from time to time for stock splits, stock dividends
and other corporate purposes.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only shareholders of record at the close of business on October 13, 1995
will be entitled to notice of and to vote at the meeting.
Whether you expect to attend the meeting or not, please mark, sign, date
and return the enclosed proxy promptly in order that your shares will be voted.
A return envelope which requires no postage if mailed in the United States is
enclosed for your convenience. The proxy is revocable, so if you attend the
meeting you may, if you wish, vote your shares in person.
By order of the Board of Directors,
Barry J. Wagner
Secretary
New York, New York
October 24, 1995
<PAGE>
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
PROXY STATEMENT
This Proxy Statement and the enclosed proxy are being furnished in
connection with the solicitation of proxies by the Board of Directors of Omnicom
Group Inc. (the "Corporation") from holders of the Corporation's common stock,
par value $.50 per share ("Common Stock"), for use at a Special Meeting of
Shareholders to be held on November 28, 1995, and at any adjournment thereof,
for the purposes set forth in the accompanying notice. This Proxy Statement is
first being mailed to shareholders on or about October 24, 1995.
All shares of Common Stock represented by properly signed and dated proxies
received by the Corporation prior to the meeting will, unless such proxies have
been revoked, be voted in accordance with the instructions on such proxies. If
no instruction is indicated, the shares will be voted FOR the proposal to
approve an amendment to the Corporation's Restated Certificate of Incorporation
and, in the discretion of the persons named in the proxy, on such other matters
as may properly come before the meeting. Any shareholder who has given a proxy
may revoke such proxy at any time before it is voted at the Special Meeting by
delivering to the Secretary written notice of revocation or a duly executed
proxy bearing a later date or by attending the meeting and voting in person.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required in order to approve the amendment to the Company's
Restated Certificate of Incorporation. Each holder of Common Stock is entitled
to one vote for each share held. There is no right to cumulative voting as to
any matter.
Votes cast by proxy or in person at the Special Meeting will be tabulated
by the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
On October 13, 1995, the record date for determination of shareholders
entitled to notice of and to vote at the Special Meeting, the Corporation had
outstanding 37,646,159 shares of Common Stock, each of which is entitled to one
vote. At the record date, 1,292,139 shares of Common Stock were owned
beneficially (of which 276,665 shares were owned of record) by the directors and
executive officers of the Corporation, which constitutes approximately 3.43% of
the issued and outstanding shares of the Corporation's Common Stock.
The following table sets forth information with respect to the beneficial
ownership of the Corporation's Common Stock as at December 31, 1994 by persons
known to the Corporation to be the beneficial owners of more than 5% of its
outstanding Common Stock based on material filed by such persons with the
Securities and Exchange Commission.
Beneficial Ownership Percent of
Name and Address of Common Stock Class
----------------- ------------------ ---------
FMR Corp. 3,952,868(1) 10.5%
82 Devonshire Street
Boston, Massachusetts 02109
The Prudential Insurance Company of America 2,916,279(2) 7.75%
Prudential Plaza
Newark, New Jersey 07102-3777
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(1) In its filing with the Securities and Exchange Commission, this beneficial
owner reported having sole voting power as to 233,786 shares and sole
dispositive power as to 3,952,868 shares.
(2) In its filing with the Securities and Exchange Commission, this beneficial
owner reported having sole voting power as to 381,600 shares, shared
voting power as to 2,534,679 shares, sole dispositive power as to 381,600
shares and shared dispositive power as to 2,534,679 shares.
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<PAGE>
APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF THE
CORPORATION
On September 18, 1995, the Board of Directors adopted resolutions declaring
a two-for-one stock split in the form of a one hundred percent stock dividend
(the "Stock Split") on the Corporation's outstanding Common Stock payable to
shareholders of record on December 15, 1995 contingent upon shareholder approval
of an amendment (the "Amendment") to the Corporation's Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock, par
value $.50 per share, by 75,000,000 shares from 75,000,000 to 150,000,000
shares.
Before the Amendment can become effective, shareholders must approve the
Amendment by the affirmative vote of the holders of a majority of the
outstanding Common Stock, with each share being entitled to one vote.
Without the Amendment, the Corporation does not have a sufficient number of
authorized shares of Common Stock to permit the Stock Split after giving effect
to the shares reserved for issuance under various employee stock-based plans, as
contingent payments related to prior acquisitions, and shares reserved for
issuance upon the conversion of the Company's 4 1/2/6 1/4% Step-Up Convertible
Subordinated Debentures due in 2000 (the "Debentures"). The increase in the
authorized Common Stock would permit the Stock Split and would allow the
remaining unissued shares to be used at some future date, without further
shareholder action, for additional stock dividends or other proper corporate
purposes. The Corporation presently has no plans to issue any shares other than
as required for the Stock Split and as may be required in connection with the
employee stock-based plans, the contingent acquisition payments and the
Debentures. However, it is the Corporation's policy to explore on a continuing
basis favorable acquisitions and financing possibilities which could at any time
lead to the issuance of the Corporation's Common Stock.
If the Amendment is approved, as of December 15, 1995, the effective date
of the Stock Split, appropriate adjustments will be made in the number and price
of shares reserved for issuance under various employee stock-based plans. In
addition, appropriate adjustments will be made in the number of shares reserved
for issuance in connection with the contingent acquisition payments and upon the
conversion of the Debentures.
In connection with the Stock Split, a transfer of $.50 for each additional
share of Common Stock issued, or approximately $18,824,000, will be made from
the Corporation's additional paid-in capital account to its Common Stock account
as of December 15, 1995, the date on which shareholders of record will be
entitled to the additional shares, so that the additional shares to be issued
will be fully paid. The amounts so transferred will no longer be legally
available for distribution to shareholders as dividends; however, it is
estimated that the amount of surplus which will be legally available for
dividends after this transfer will exceed $700,000,000.
On or about December 27, 1995, there will be mailed to each shareholder of
record as of the close of business on December 15, 1995 a certificate or
certificates for the additional shares.
Certificates representing shares issued prior to the time the Stock Split
becomes effective will continue to represent the same number of shares of the
Corporation's stock as they did prior to such time, and will after that time
represent, in addition, the right to receive certificates for an equal amount of
shares. Shareholders should not destroy their certificates and should not mail
them to the Corporation or its transfer agent. Existing certificates and the
certificate or certificates for additional shares to be mailed to shareholders
will represent the total shares owned after the Stock Split becomes effective.
The Board of Directors believes that the Stock Split will help to broaden
interest in the Corporation's stock by reducing its market price and increasing
the shares available for trading on the New York Stock Exchange. The Company
further believes that the Stock Split will be in the best interests of the
Corporation and its shareholders.
If shareholders dispose of their shares subsequent to the Stock Split, they
may pay higher brokerage commissions on the same relative interest in the
Corporation because that interest is represented by a greater number of shares.
Since the rate of brokerage commissions may vary, the Corporation is unable to
specify the amount of this increase. Shareholders desiring this information may
wish to consult their brokers to ascertain the brokerage commission that would
be charged for disposing of the greater number of shares.
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<PAGE>
The Stock Split will not result in any taxable income or in any gain or
loss to shareholders for U.S. federal income tax purposes. The tax basis of each
share outstanding before the Stock Split will be allocated one half to such
original share and one half to the new share distributed with respect to such
original share. For tax purposes, each new share will be deemed to have been
acquired at the same time as the original share with respect to which the new
share was issued. The laws of jurisdictions other than the United States may
impose taxes on the issuance of the additional shares in connection with the
Stock Split, and therefore it is recommended that each holder of Common Stock
consult his or her own tax advisor regarding the tax consequences of the Stock
Split in light of his or her own tax situation.
The Board of Directors recommends a vote FOR approval of the adoption of the
Amendment.
COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information, as of October 13, 1995, as to the
beneficial ownership of the Common Stock of the Corporation for each director of
the Corporation, the Chief Executive Officer and the other four most highly
compensated executive officers of the Corporation for services in all capacities
to the Corporation and its subsidiaries for the fiscal year ended December 31,
1994 (all of whom are directors of the Corporation), and all directors and
executive officers of the Corporation as a group.
Beneficial Ownership Percent
Name of Beneficial Owner of Common Stock (1) of Class
------------------------ ------------------- ---------
Bernard Brochand ..................... 34,000 0.0903%
Robert J. Callander .................. 2,000 0.0053%
James A. Cannon ...................... 116,100 0.3084%
Leonard S. Coleman, Jr. .............. 300 0.0008%
Bruce Crawford(2) .................... 221,494 0.5884%
Peter I. Jones ....................... 29,000 0.0770%
Fred J. Meyer(3) ..................... 121,000 0.3214%
John R. Purcell ...................... 5,000 0.0133%
Keith L. Reinhard(3) ................. 260,768 0.6927%
Allen Rosenshine(3) .................. 262,935 0.6984%
Gary L. Roubos ....................... 1,000 0.0027%
Quentin I. Smith, Jr. ................ 1,000 0.0027%
Robin B. Smith ....................... 100 0.0003%
William G. Tragos .................... 151,667 0.4029%
John D. Wren(3) ...................... 50,576 0.1343%
Egon P.S. Zehnder .................... 2,000 0.0053%
All directors and executive
officers as a group (19 persons) ... 1,292,139 3.4323%
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(1) Includes (i) shares held under restricted stock awards granted by the
Corporation, namely, Mr. Brochand - 17,200 shares, Mr. Cannon - 25,400
shares, Mr. Crawford - 25,800 shares, Mr. Meyer - 18,200 shares, Mr.
Reinhard - 25,400 shares, Mr. Rosenshine - 32,600 shares, and Mr. Wren -
25,965 shares, (ii) shares which certain of the named individuals have
the right to purchase under stock options granted by the Corporation,
namely, Mr. Cannon - 84,000 shares, Mr. Crawford - 118,000 shares, Mr.
Jones - 29,000 shares, Mr. Meyer - 71,500 shares, Mr. Reinhard - 161,500
shares, Mr. Rosenshine - 161,000 shares, and Mr. Wren - 23,200 shares,
and (iii) 12,694 shares credited to Mr. Crawford's account under the
Corporation's Group Profit Sharing Retirement Plan.
(2) Chief Executive Officer of the Corporation.
(3) One of the other four most highly compensated executive officers of the
Corporation for the fiscal year ended December 31, 1994.
4
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders wishing to present resolutions at the 1996 Annual Meeting of
Shareholders must submit copies of such proposed resolutions to the Corporation
at its principal executive offices, 437 Madison Avenue, New York, New York
10022. Attention: Corporate Secretary, no later than December 9, 1995.
OTHER MATTERS
The Board of Directors is not aware of any matters to be submitted for
consideration at the Special Meeting other than the matter set forth in the
accompanying notice. If any other matters properly come before the meeting for
action, the enclosed proxy will be voted on such matters in accordance with the
best judgment of the persons named in the proxy.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation. In
addition to solicitation by mail, directors, officers, and other regular
employees of the Corporation and its subsidiaries may solicit proxies personally
by telephone or by telefax. The Corporation will reimburse persons holding
shares in their names or those of their nominees for their reasonable expenses
in sending proxy material to their principals and obtaining their proxies. In
addition, the Corporation has retained D.F. King & Co. Inc. to assist in the
solicitation of proxies, and will pay a fee of up to $8,000 plus reimbursement
of out-of-pocket expenses for such services.
Shareholders are urged to send in their proxies without delay.
Barry J. Wagner
Secretary
New York, New York
October 24, 1995
5
<PAGE>
APPENDIX A
PROXY
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
This proxy is solicited on behalf of the Board of Directors and will be voted
FOR the approval of the amendment to the Corporation's Restated Certificate of
Incorporation if no instructions to the contrary are indicated.
The undersigned hereby appoints FRED J. MEYER and BARRY J. WAGNER, jointly and
severally, proxies with the power of substitution to vote all shares the
undersigned is entitled to vote at the Special Meeting of Shareholders on
November 28, 1995 or adjournments thereof on all matters that may properly come
before the meeting, and particularly to vote as hereinafter indicated. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement dated October 24, 1995.
(Continued and to be signed on the reverse side)
1. To approve an amendment to the Corporation's Restated Certificate of
Incorporation increasing the number of authorized shares of Common Stock,
par value $.50 per share from 75,000,000 to 150,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Dated: _______, 1995
____________________________
Signature
____________________________
Signature if held jointly
Please sign exactly as your name
appears. If stock is held in the name of
joint holders, each should sign. If you
are signing as a trustee, executor,
etc., please so indicate. Please mark,
sign, date and mail this card promptly
in the postage prepaid return envelope
provided.
