OMNICOM GROUP INC
8-K, 1998-03-04
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                       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

       Date of Report (Date of earliest event reported): February 19, 1998

                               Omnicom Group Inc.
             (Exact name of registrant as specified in its charter)

                                    New York
                 (State or other jurisdiction of incorporation)

        1-10551                                         13-1514814
(Commissioner File Number)                  (IRS Employer Identification Number)

                               437 Madison Avenue
                            New York, New York 10022
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 415-3600


<PAGE>

Item 5.   Other Events

      On February 19, 1998, Omnicom Group Inc. issued the press release attached
hereto as Exhibit 99 and incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

      (c) Exhibits. The following exhibits accompany this Report:

       Exhibit Number                     Exhibit Description
       --------------                     -------------------
             99         Omnicom Group Inc. press release dated February 19, 1998
             
                                   SIGNATURES

      Pursuant to the  requirements of 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.

Date:  March 4, 1998                          By:  /s/ Barry J. Wagner
                                                  --------------------
                                                   Barry J. Wagner
                                                   Secretary and General Counsel


                                      -2-


                                   Omnicomnews

Contact: Fred Meyer
         212-415-3631

FOR IMMEDIATE RELEASE

NEW YORK, FEBRUARY 19, 1998 - Omnicom Group Inc. (OMC-NYSE) today announced that
net income for the year increased 26% to $222.4 million in 1997 from $176.3
million in 1996. Diluted earnings per share increased 22% to $1.37 per share in
1997 from $1.12 per share in 1996. It is the eleventh consecutive year since its
formation that Omnicom has reported record earnings.

      Worldwide revenues from commission and fee income increased 18% to
$3,124.8 million in 1997 from $2,641.7 million in 1996. Domestic revenues
increased 17% to $1,616.8 million in 1997 from $1,384.4 million in 1996.
International revenues increased 20% to $1,508.0 million in 1997 from $1,257.3
million in 1996.

      Net income in the fourth quarter of 1997 increased 24% to $74.5 million as
compared to $60.2 million in the fourth quarter in 1996. Diluted earnings per
share for the fourth quarter increased 22% to $0.45 per share in 1997 from $0.37
per share in 1996.

      Worldwide revenues from commission and fee income increased 19% to $895.1
million in the fourth quarter of 1997 from $751.8 million in the same period in
1996. Domestic revenues increased 16% to $425.9 million in 1997 from $366.6
million in 1996. International revenues increased 22% to $469.2 million in 1997
from $385.2 million in 1996.


                                      -3-
<PAGE>

Omnicom Group Inc.

(Unaudited)
(in Thousands of Dollars, Except Per Share Data)

                                                                                
                                                                                
                                                                   Percent 
                                      --------------------------   Increase
Three Months Ended December 31           1997           1996      (Decrease)
- ------------------------------        ----------    ------------  ----------    
Commission and fee income             $ 895,056       $ 751,829       19%
Operating and interest expenses         774,425         651,874       19%
Income before income taxes              120,631          99,955       21%
Income taxes                             50,294          40,706       24%
Income after income taxes                70,337          59,249       19%
Equity in affiliates                     14,062           9,925       42%
Minority interests                       (9,942)         (8,944)      11%
Net income                            $  74,457       $  60,230       24%

Earnings per share(*)

     Basic                            $    0.47       $    0.38       24%
     Diluted                          $    0.45       $    0.37       22%

Dividend declared per share (*)       $   0.125       $    0.10       25%

- --------
(*) All per share amounts have been adjusted to reflect a two-for-one stock
    split in the form of a 100% stock dividend effective December 16, 1997.


                                      -4-
<PAGE>

Omnicom Group Inc.

(Unaudited)
(in Thousands of Dollars, Except Per Share Data)

                                                                                
                                                                   Percent 
                                      --------------------------   Increase
Year Ended December 31                    1997           1996     (Decrease)
- ------------------------------        -----------   ------------  ----------    
Commission and fee income             $ 3,124,813    $ 2,641,667      18%
Operating and interest expenses         2,743,568      2,336,436      17%
Income before income taxes                381,245        305,231      25%
Income taxes                              156,484        123,639      27%
Income after income taxes                 224,761        181,592      24%
Equity in affiliates                       30,089         20,510      47%
Minority interests                        (32,435)       (25,773)     26%
Net income                            $   222,415    $   176,329      26%
                                     
Earnings per share(*)                
                                     
     Basic                            $      1.40    $      1.17      20%
     Diluted                          $      1.37    $      1.12      22%
                                     
Dividend declared per share (*)       $      0.45    $     0.375      20%

- ----------
(*) All per share amounts have been adjusted to reflect a two-for-one stock
    split in the form of a 100% stock dividend effective December 16, 1997.


                                      -5-


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