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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 4a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.241.14a-11(c) or ss.240.14a-12
Omnicom Group Inc.
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(Name of Registrant as Specified In Its Charter)
Omnicom Group Inc.
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee previously paid 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 1, 1997
-------------------
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 Monday, December 1, 1997 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 150,000,000 to 300,000,000, which, among other corporate purposes,
will allow the Corporation to issue additional shares for a two-for-one
stock split in the form of a dividend as has been approved by the Board of
Directors contingent upon shareholder approval of this amendment.
2. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof; the only business
which may properly come before the Special Meeting would be business
related to the proposal to amend the Restated Certificate of
Incorporation.
Only shareholders of record at the close of business on October 14, 1997
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 21, 1997
<PAGE>
OMNICOM GROUP INC.
437 MADISON AVENUE
NEW YORK, NEW YORK 10022
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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 December 1, 1997, and at any postponements or
adjournments thereof, for the purposes set forth in the accompanying notice.
This Proxy Statement is first being mailed to shareholders on or about October
21, 1997.
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.
The Corporation will appoint inspectors to act at the Special Meeting,
whose duties shall include determining the shares represented at the Special
Meeting and the presence (or absence) of a quorum and tabulating the votes of
shareholders. The presence, by proxy or in person, of a majority of the votes of
shares entitled to vote at the Special Meeting will constitute a quorum for the
transaction of business. If a shareholder abstains from voting on a particular
proposal, or a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on such proposal (a "broker non-vote"),
those shares will not be considered as votes cast in favor of or against such
proposal. However, because the proposal to amend the Corporation's Restated
Certificate of Incorporation requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock, an abstention or broker
non-vote will have the same legal effect as a vote against such proposal.
On October 14, 1997, the record date for determination of shareholders
entitled to notice of and to vote at the Special Meeting, the Corporation had
outstanding 81,241,109 shares of Common Stock, each of which is entitled to one
vote. At the record date, 2,433,052 shares of Common Stock were owned
beneficially (of which 1,212,175 shares were owned of record) by the directors
and executive officers of the Corporation, which constitutes approximately 2.99%
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, 1996 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 (1)
----------------- -------------------- ---------
FMR Corp. .............................. 10,330,018(2) 12.72%
82 Devonshire Street
Boston, Massachusetts 02109
The Prudential Insurance
Company of America ................... 6,039,578(3) 7.43%
751 Broad Street
Newark, New Jersey 07102
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(1) Based on the number of outstanding shares of Common Stock as of the record
date for the Special Meeting of Stockholders.
(2) In its filing with the Securities and Exchange Commission, this beneficial
owner reported having sole voting power as to 871,860 shares and sole
dispositive power as to 10,330,018 shares.
(3) In its filing with the Securities and Exchange Commission, this beneficial
owner reported having sole voting and dispositive power as to 662,400
shares, shared voting power as to 4,796,440 shares, and shared dispositive
power as to 5,376,478 shares. A separate report was filed by Jennison
Associates Capital Corp., an affiliate of this beneficial owner, reporting
ownership of 5,977,778 shares, which are included in the shares reported by
this beneficial owner.
<PAGE>
APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK OF THE CORPORATION
On September 15, 1997, 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 16, 1997 (the "Effective Date")
contingent upon shareholder approval of an amendment in the form annexed hereto
as Exhibit A (the "Amendment") to Article Fourth of the Corporation's Restated
Certificate of Incorporation to increase the authorized number of shares of
Common Stock, par value $.50 per share, by 150,000,000 shares, from 150,000,000
to 300,000,000 shares.
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 upon the conversion of
the Company's 4 1/4% Convertible Subordinated Debentures with a scheduled
maturity in 2007 (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 for other proper corporate purposes, without further
shareholder action unless required by applicable law. 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, appropriate adjustments will be made in the
number and price of shares reserved for issuance under various employee
stock-based plans as of the Effective Date. 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 $43,417,000, will be made from
the Corporation's additional paid-in capital account to its Common Stock account
as of the Effective Date 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 $1 billion.
On or about December 29, 1997, a certificate or certificates for the
additional shares will be mailed to each shareholder of record as of the close
of business on the Effective Date .
Certificates representing shares issued prior to the Effective Date 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 number 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 Effective Date.
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.
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
2
<PAGE>
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 14, 1997, 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,
1996 (all of whom are directors of the Corporation except as noted below), 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 ...................... 78,000 .0960
Robert J. Callander ................... 4,000 .0049
James A. Cannon ....................... 214,800 .2644
Leonard S. Coleman, Jr. ............... 600 .0007
Bruce Crawford(2) ..................... 429,350 .5285
Susan S. Denison ...................... 300 .0004
John R. Murphy ........................ 500 .0006
John R. Purcell ....................... 10,000 .0123
Keith L. Reinhard(3) .................. 502,536 .6186
Allen Rosenshine(3) ................... 638,920 .7864
Gary L. Roubos ........................ 2,000 .0025
Quentin I. Smith, Jr. ................. 2,000 .0025
William G. Tragos ..................... 201,834 .2484
John D. Wren(3)(4) .................... 237,066 .2918
Egon P.S. Zehnder ..................... 5,000 .0062
Fred J. Meyer(3)(5) ................... 24,400 .0300
All directors and executive
officers as a group (19 persons) .... 2,433,052 2.9949
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(1) Includes (i) shares held under restricted stock awards granted by the
Corporation, namely, Mr. Brochand - 34,200 shares, Mr. Cannon - 53,000
shares, Mr. Crawford - 16,800 shares, Mr. Reinhard - 52,000 shares, Mr.
Rosenshine - 65,200 shares, Mr. Wren - 54,025 shares, and Mr. Meyer -
11,200 shares, (ii) shares which certain of the named individuals have the
right to purchase under stock options granted by the Corporation, namely,
Mr. Cannon - 129,000 shares, Mr. Crawford - 255,000 shares, Mr. Reinhard -
210,000 shares, Mr. Rosenshine - 449,000 shares, Mr. Tragos - 28,500
shares, and Mr. Wren - 143,900 shares, and (iii) 4,017 shares credited to
Mr. Wren's account under the Corporation's Group Profit Sharing Retirement
Plan.
(2) Chief Executive Officer of the Corporation through December 31, 1996. Now,
Chairman of the Corporation.
(3) One of the other four most highly compensated executive officers of the
Corporation for the fiscal year ended December 31, 1996.
(4) Mr. Wren became Chief Executive Officer of the Corporation on January 1,
1997.
(5) Mr. Meyer is not a director of the Corporation.
3
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders wishing to present resolutions at the 1998 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 8, 1997.
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; the only matters which may
properly come before the Special Meeting would be matters related to the
proposal to amend the Restated Certificate of Incorporation.
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 $12,500 plus reimbursement
of out-of-pocket expenses for such services.
Shareholders are urged to send in their proxies without delay.
By order of the Board of Directors,
Barry J. Wagner
Secretary
New York, New York
October 21, 1997
4
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
RELATING TO INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 150,000,000 SHARES TO 300,000,000 SHARES
Article Fourth of the Corporation's Restated Certificate of Incorporation would
be amended to read in its entirety as follows:
"FOURTH: The total number of shares of stock which the Corporation will
have authority to issue is 307,500,000 shares. Of these, 300,000,000 shares are
classified as Common Stock, par value $.50 per share, and 7,500,000 shares are
classified as Preferred Stock, par value $1.00 per share.
The Board of Directors is authorized to divide the 7,500,000 shares of
Preferred Stock from time to time into one or more series, and to determine or
change by resolution for each series its designation, the number of shares of
the series and the powers, preferences and rights, and the qualifications,
limitations or restrictions of the shares of the series. The resolution or
resolutions of the Board of Directors providing for the division of Preferred
Stock into series within a class may include the following provisions:
(1) The distinctive designation of each series and the maximum number of
shares of each series which may be issued, which number may be increased (except
where otherwise provided by the Board of Directors in creating the series) or
decreased (but not below the number of shares of the series then outstanding)
from time to time by action of the Board of Directors;
(2) Whether the holders of the shares of each series are entitled to vote
and, if so, the matters on which they are entitled to vote, the number of votes
to which the holder of each share is entitled, and whether the shares of the
series are to be voted separately or together with shares of other series;
(3) The dividends to which holders of shares of each series will be
entitled; any restrictions, conditions or limitations upon the payment of those
dividends; whether the dividends will be cumulative and, if cumulative, the date
or dates from which the dividends will be cumulative;
(4) Whether the shares of one or more series will be subject to redemption
and, if so, whether redemption will be mandatory or optional, and if optional,
at whose option, the manner of selecting shares for redemption, the redemption
price and the manner of redemption;
(5) The amount payable on shares of each series if there is a liquidation,
dissolution or winding up of the Corporation, which amount may vary at different
dates and depending upon whether the liquidation, dissolution or winding up is
voluntary or involuntary;
(6) The obligation, if any, of the Corporation to maintain a purchase,
retirement or sinking fund for shares of each series;
(7) Whether the shares of one or more series will be convertible into, or
exchangeable for, any other types of securities, either at the option of the
holder or of the Corporation and, if so, the terms of the conversions or
exchanges;
(8) Any other provisions regarding the powers, preferences and rights, and
the qualifications, limitations or restrictions, of each series which are not
inconsistent with applicable law.
All shares of a series of Preferred Stock will be identical with each other
in all respects, except that shares of any one series issued at different times
may differ as to the dates from which dividends on those shares, if cumulative,
shall cumulate."
A-1
<PAGE>
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 and with the authority in
each to act in the absence of the other, to vote all shares the undersigned is
entitled to vote at the Special Meeting of Shareholders on December 1, 1997 or
postponements 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 21, 1997.
(Continued and to be signed on the reverse side)
<PAGE>
A VOTE FOR ITEM 1 IS RECOMMENDED BY THE BOARD OF DIRECTORS
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 150,000,000 shares to 300,000,000 shares.
FOR AGAINST ABSTAIN
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Dated:___________ , 1997
_________________________
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
return envelope provided.
