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 3, 1997
Date of Report (Date 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)
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(Former Name of Former Address, if Changed Since Last Report)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
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One January 3, 1997, Omnicom Group Inc. (the "Company") sold $218,500,000
aggregate principal amount of 4 1/4% Convertible Subordinated Debentures due
2007 (the "Debentures"). Morgan Stanley & Co. Incorporated, a Delaware
corporation ("Morgan Stanley"), acted as placement agent and received $4,643,125
in commissions within the United States, (i) $208,920,000 principal amount of
Debentures were distributed 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 and (ii) $2,330,000 principal amount of Debentures
were distributed to a limited number of other institutional "Accredited
Investors" (as defined in Rule 501(A)(1), (2), (3) or (7) under the Securities
Act) that, prior to their purchase of the Debentures, delivered to the Company
and Morgan Stanley a letter containing certain representations and agreements.
Outside the United States in compliance with Regulation S under the Securities
Act, $7,250,000 principal amount of Debentures were distributed to purchasers
other than "U.S. Persons" as defined in Regulation S. 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 15.873
shares per bond (initially representing a conversion price of $63), subject to
adjustment in certain events.
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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 17, 1997
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