As filed with the Securities and Exchange Commission on October 5, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OMNICOM GROUP INC.
(Name of registrant)
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New York 7311 13-1514814
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
437 Madison Avenue
New York, New York 10022
(212) 415-3600
(Address and telephone number of registrant's principal executive offices)
BARRY J. WAGNER, ESQ.
Secretary and General Counsel
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
(212) 415-3600
(Agent for service)
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COPIES TO:
LINDA E. RANSOM, ESQ.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: | |
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
(continued on the following page)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Share (1) Price (2) (3) Registration Fee
<S> <C> <C> <C> <C>
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Common Stock (4)
-------------------------------------------------------------------------------------------------------------------
Preferred Stock (5)
-------------------------------------------------------------------------------------------------------------------
Common Stock reserved for issuance upon
conversion of Preferred Stock (6)
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Total (7) $250,000,000 $250,000,000 $66,000
===================================================================================================================
</TABLE>
(1) The proposed maximum offering price per share will be determined from time
to time by the Registrant in connection with the issuance by the Registrant
of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933, as amended. The aggregate public offering price
of the Common Stock and Preferred Stock offered pursuant to the Prospectus
forming a part of this Registration Statement will not exceed $250,000,000.
(3) Exclusive of accrued interest, distributions and dividends, if any.
(4) Subject to note (7) below, there is being registered hereunder an
indeterminate number of shares of Common Stock as from time to time may be
issued at indeterminate prices.
(5) Subject to note (7) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as from time to time may
be issued at indeterminate prices.
(6) There is being registered hereunder an indeterminate number of shares of
Common Stock as may be issued upon conversion of any Preferred Stock that
provides for such conversion. No separate consideration will be received for
the Common Stock issuable upon such conversion.
(7) In no event will the aggregate offering price of all securities offered
pursuant to the Prospectus included in this Registration Statement exceed
$250,000,000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
________, 2000
$250,000,000
OMNICOM GROUP INC.
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By this prospectus Omnicom Group Inc. may offer shares of common stock or
preferred stock in one or more offerings up to a total dollar amount of
$250,000,000. Omnicom may issue these securities from time to time when
acquiring assets, businesses or securities of another entity, whether by
purchase, merger, or any other form of business combination.
Symbol: OMC
Exchange: NYSE
Recent Closing Price: $74.1875 on September 28, 2000
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
<PAGE>
TABLE OF CONTENTS
PAGE
About This Prospectus .................................................. 2
Where You Can Find More Information .................................... 3
Forward-Looking Information ............................................ 3
Information About Omnicom .............................................. 4
The Offering ........................................................... 4
Description of Common Stock ............................................ 4
Description of Preferred Stock ......................................... 5
Legal Matters .......................................................... 7
Experts ................................................................ 7
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Omnicom filed
with the Securities and Exchange Commission utilizing the so-called shelf
registration process. Under this process, Omnicom may issue and sell the
securities described in this prospectus in connection with one or more
acquisitions of assets, businesses or securities of another entity. This
prospectus provides you with a general description of the securities Omnicom may
offer. Each time Omnicom issues and sells securities, if required, it will
provide a prospectus supplement that will contain specific information relating
to that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. This prospectus may also be used to
resell Omnicom securities by persons who receive Omnicom securities in
acquisitions, and who are authorized to use this prospectus by Omnicom. This
prospectus will be amended or supplemented, if required, to disclose the name
of the selling shareholder, the participating securities firm, if any, the
number and kind of securities involved and other information concerning the
resale. You should read both this prospectus and any prospectus supplement or
amendment together with additional information described under the heading
"Where You Can Find More Information."
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a registration statement filed by Omnicom
under the Securities Act of 1933. The registration statement also includes
additional information not contained in this prospectus.
Omnicom files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document Omnicom files
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You can also request copies of the documents, upon payment of
a duplicating fee, by writing the public reference section of the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. These SEC filings are also available to the public from the SEC's website
at http://www.sec.gov.
The SEC allows Omnicom to "incorporate by reference" into this prospectus
and any prospectus supplement (as well as the related registration statement)
the information it files with the SEC, which means that it can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus as a legal matter. Information that Omnicom files later with the SEC
will automatically update information in this prospectus. In all cases, you
should rely on the later information over different information included in this
prospectus or the prospectus supplement. Omnicom incorporates by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934.
o Omnicom's Annual Report on Form 10-K for the year ended December 31,
1999.
o Omnicom's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2000.
o The description of Omnicom stock contained in the Registration
Statement filed pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All documents Omnicom files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the completion
of the offering of the securities described in this prospectus will also be
incorporated by reference in this prospectus from the date of filing of such
documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Omnicom at the following address:
Barry J. Wagner
Secretary and General Counsel
Omnicom Group Inc.
437 Madison Avenue
New York, NY 10022
(212) 415-3600
You should rely only on the information provided in this prospectus and
any prospectus supplement, as well as the information incorporated by reference.
Omnicom has not authorized anyone to provide you with different information. You
should not assume that the information in this prospectus, the prospectus
supplement or any documents incorporated by reference is accurate as of any date
other than the date on the front of the applicable document.
FORWARD-LOOKING INFORMATION
Some of the statements in documents incorporated by reference constitute
forward-looking statements. These statements relate to future events or
Omnicom's future financial performance and involve known and unknown risks,
uncertainties and other factors that may cause Omnicom's or its industry's
actual results, levels of activity, performance or achievements to be materially
different from those expressed or implied by any forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "predict," "potential" or "continue" or the
negative of those terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. Neither
Omnicom nor any other
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person assumes responsibility for the accuracy and completeness of those
statements. Omnicom is under no duty to update any of the forward-looking
statements after the date of this prospectus to conform them to actual results.
INFORMATION ABOUT OMNICOM
Omnicom is one of the world's leading communications services companies.
The communications services offered by Omnicom include advertising in various
media such as television, radio, newspaper, magazines, outdoor and the internet,
as well as public relations, specialty advertising, direct response and
promotional marketing, strategic media planning and buying, and internet and
digital media development. Operations cover the major regions of North America,
the United Kingdom, Germany, France, the remainder of Continental Europe, Latin
America, the Far East, Australia, the Middle East and Africa.
Omnicom's principal executive office is located at 437 Madison Avenue, New
York, New York 10022, and its telephone number is (212) 415-3600.
THE OFFERING
This prospectus relates to the shares of common or preferred stock that
Omnicom may issue from time to time when acquiring assets, businesses or
securities of another entity. In no event will the aggregate value of all
securities offered exceed $250,000,000. The price of the Omnicom securities
issued in connection with these acquisitions may be related to the market price
of Omnicom common stock at or about the time of the acquisition agreement or the
time Omnicom delivers the securities. The terms of the acquisitions will be
determined by negotiation with the owners or controlling persons of the assets,
businesses or securities being acquired.
Finder's fees may be paid in connection with certain acquisitions. The SEC
may consider any person receiving finder's fees to be an "underwriter" within
the meaning of the Securities Act of 1933. The SEC also may consider any profit
on the resale of shares of common stock purchased by persons receiving finder's
fees to be underwriting commissions or discounts under the Securities Act.
This prospectus may also be used to resell Omnicom securities by persons
who receive Omnicom's securities in acquisitions, including securities sold
hereunder, and who are authorized to use this prospectus by Omnicom.
Resales by selling shareholders may be made directly to investors or
through securities firms acting as underwriters, brokers or dealers. When
resales are to be made through a securities firm, the securities firm may be
engaged to act as the selling shareholder's agent in the resale of the
securities by the selling shareholder, or the securities firm may purchase
securities from the selling shareholder as principal and thereafter resell the
securities from time to time. The fees earned by or paid to the securities firm
may be the normal stock exchange commission or negotiated commissions or
underwriting discounts to the extent permissible. The securities firm may resell
the securities through other securities dealers, and commissions or concessions
to those other dealers may be allowed. Resales of securities may be at
negotiated prices, at fixed prices, at market prices or at prices related to
market prices then prevailing, and may be made on The New York Stock Exchange or
other exchange on which the securities are traded, in the over-the-counter
market, by block trade, in special or other offerings, directly to investors or
through securities firms acting as agents or principals, or a combination of
such methods. Any participating securities firm may be indemnified against
certain liabilities, including liabilities under the Securities Act. The terms
of the acquisition of securities by the selling shareholder may include a
provision for the sharing or reallocation of the selling shareholder's costs in
connection with the resale of the securities, including the cost of registering
the securities issued in the acquisition and preparing and printing the
amendment or supplement, commissions and other costs of resale.
This prospectus will be amended or supplemented, if required, to disclose
the name of the selling shareholder, the participating securities firm, if any,
the number and kind of securities involved and other information concerning the
resale.
DESCRIPTION OF COMMON STOCK
The following briefly summarizes the material terms of Omnicom's common
stock. You should read the more detailed provisions of Omnicom's certificate of
incorporation for provisions that may be important to you.
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Omnicom's authorized common stock consists of 1 billion shares of common
stock, par value $.15 per share, of which 176.7 million shares were outstanding
as of September 30, 2000. Each holder of common stock is entitled to one vote
per share for the election of directors and for all other matters to be voted on
by Omnicom shareholders. Holders of common stock may not cumulate their votes in
the election of directors, and are entitled to share equally in the dividends
that may be declared by the board of directors, but only after payment of
dividends required to be paid on any outstanding shares of preferred stock.
Omnicom's shareholders elect a classified board of directors and may not remove
a director except by an affirmative two-thirds vote of all outstanding voting
shares. A two-thirds vote of all outstanding voting shares is also required for
Omnicom's shareholders to amend Omnicom's by-laws or certain provisions of its
certificate of incorporation, and to change the number of directors comprising
the full board.
Upon voluntary or involuntary liquidation, dissolution or winding up of
Omnicom, the holders of the common stock share ratably in the assets remaining
after payments to creditors and provision for the preference of any preferred
stock. There are no preemptive or other subscription rights, conversion rights
or redemption or scheduled installment payment provisions relating to shares of
common stock. All of the outstanding shares of common stock are fully paid and
nonassessable.
The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services. The common stock is listed on the New York Stock Exchange
under the symbol "OMC."
DESCRIPTION OF PREFERRED STOCK
The following briefly summarizes the material terms of Omnicom's preferred
stock, other than pricing and related terms to be disclosed in a prospectus
supplement. You should read the particular terms of any series of preferred
stock offered by Omnicom which will be described in more detail in any
prospectus supplement relating to such series, together with the more detailed
provisions of Omnicom's certificate of incorporation and the certificate of
designation relating to each particular series of preferred stock, for
provisions that may be important to you. The certificate of incorporation is
incorporated by reference as an exhibit to the registration statement of which
this prospectus forms a part. The certificate of designation for a particular
series of preferred stock offered by a prospectus supplement will be filed as an
exhibit to one of Omnicom's future current reports and incorporated by reference
in the registration statement to which this prospectus relates. The prospectus
supplement will also state whether any of the terms summarized below do not
apply to the series of preferred stock being offered.
As of the date of this prospectus, Omnicom's preferred stock consists of
7.5 million shares of preferred stock, par value $1.00 per share, none of which
is outstanding.
Under Omnicom's certificate of incorporation, the board of directors of
Omnicom is authorized to issue, without the approval of Omnicom's shareholders,
shares of preferred stock in one or more series, and to establish from time to
time a series of preferred stock having such powers, preferences, rights and
limitations as the board of directors so designates.
Prior to the issuance of any series of preferred stock, the board of
directors of Omnicom will adopt resolutions creating and designating the series
as a series of preferred stock and the resolutions will be filed with the New
York State Secretary of State as an amendment to the certificate of
incorporation.
The resolutions of the board of directors of Omnicom providing for a
series of preferred stock may include the following provisions:
o the title and stated value of the preferred stock;
o the number of shares of the preferred stock offered, the liquidation
preference per share and the purchase price of the preferred stock;
o the dividend rate, period and/or payment date or method of
calculation thereof applicable to the preferred stock;
o whether dividends shall be cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock
shall accumulate;
o the provisions for a sinking fund, if any, for the preferred stock;
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o the provisions for redemption, if applicable, of the preferred
stock;
o the terms and conditions, if applicable, upon which the preferred
stock will be convertible into or exchangeable for other types of
securities of Omnicom, including the conversion price (or a manner
of calculation thereof) and conversion period;
o voting rights, if any, of the preferred stock; and
o any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
The rights of holders of the preferred stock offered may be affected by
the rights of holders of any shares of preferred stock that may be issued in the
future. Those effects could be adverse. Shares of preferred stock issued by
Omnicom may have the effect of rendering more difficult or discouraging an
acquisition of Omnicom deemed undesirable by the board of directors of Omnicom.
The preferred stock will be, when issued, fully paid and nonassessable.
Holders of preferred stock will not have any preemptive or subscription rights
to acquire more stock of Omnicom.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of preferred stock will be named in the
prospectus supplement relating to such series.
Rank
Unless otherwise specified in the prospectus supplement relating to the
shares of any series of preferred stock, the shares will rank on an equal basis
with each other series of preferred stock and prior to the common stock as to
dividends and distributions of assets.
Dividends
Holders of each series of preferred stock will be entitled to receive cash
dividends when, as and if declared by the board of directors of Omnicom out of
funds legally available for dividends. The rates and dates of payment of
dividends will be set forth in the prospectus supplement relating to each series
of preferred stock. Dividends will be payable to holders of record of preferred
stock as they appear on the books of Omnicom on the record dates fixed by the
board of directors. Dividends on any series of preferred stock may be cumulative
or noncumulative.
Conversion and Exchange
The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of Omnicom common stock.
Redemption
If so specified in the applicable prospectus supplement, a series of
preferred stock may be redeemable at any time, in whole or in part, at the
option of Omnicom or the holder thereof and may be mandatorily redeemable.
Any partial redemptions of preferred stock will be made in a way that the
board of directors decides is equitable.
Unless Omnicom defaults in the payment of the redemption price, dividends
will cease to accrue after the redemption date on shares of preferred stock
called for redemption and all rights of holders of such shares will terminate
except for the right to receive the redemption price.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding up
of Omnicom, holders of each series of preferred stock will be entitled to
receive distributions upon liquidation in the amount set forth in the prospectus
supplement relating to such series of preferred stock, plus an amount equal to
any accrued and unpaid dividends. Those distributions will be made before any
distribution is made on any securities ranking junior relating to liquidation,
including common stock.
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If the liquidation amounts payable relating to the preferred stock of any
series and any other securities ranking on a parity regarding liquidation rights
are not paid in full, the holders of the preferred stock of such series and such
other securities will share in any such distribution of available assets of
Omnicom on a ratable basis in proportion to the full liquidation preferences.
Holders of preferred stock will not be entitled to any other amounts from
Omnicom after they have received their full liquidation preference.
Voting Rights
The holders of shares of preferred stock will have no voting rights,
except:
o as otherwise stated in the prospectus supplement;
o as otherwise stated in the certificate of designation establishing
such series; or
o as required by applicable law.
LEGAL MATTERS
Except as specified in the applicable prospectus supplement, certain legal
matters in connection with the legality of the securities offered hereby will be
passed upon for Omnicom by its general counsel.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving these reports.
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PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
The Registrant's certificate of incorporation contains a provision
limiting the liability of directors (except for approving statutorily prohibited
dividends, share repurchases or redemptions, distributions of assets on
dissolution or loans to directors) to acts or omissions determined by a judgment
or other final adjudication to have been in bad faith, involving intentional
misconduct or a knowing violation of the law, or resulting in personal gain to
which the director was not legally entitled. The Registrant's By-Laws provide
that an officer or director will be indemnified against any costs or
liabilities, including attorneys' fees and amounts paid in settlement with the
consent of the registrant in connection with any claim, action or proceeding to
the fullest extent permitted by the New York Business Corporation Law.
Section 722(a) of the New York Business Corporation Law provides that a
corporation may indemnify any officer or director, made or threatened to be
made, a party to an action or proceeding other than one by or in the right of
the corporation, including an action by or in the right of any other corporation
or other enterprise, which any director or officer of the corporation served in
any capacity at the request of the corporation, because he was a director or
officer of the corporation, or served such other corporation or other enterprise
in any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or in the case of service for any other corporation or other
enterprise, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.
Section 722(c) of the New York Business Corporation Law provides that a
corporation may indemnify any officer or director made, or threatened to be
made, a party to an action by or in the right of the corporation by reason of
the fact that he is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of any
other corporation of any type or kind, or other enterprise, against amounts paid
in settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or,
in the case of service for another corporation or other enterprise, not opposed
to, the best interests of the corporation. The corporation may not, however,
indemnify any officer or director pursuant to Section 722(c) in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought or, if no action was brought, any court of
competent jurisdiction, determines upon application, that the person is fairly
and reasonably entitled to indemnity for such portion of the settlement and
expenses as the court deems proper.
Section 723 of the New York Business Corporation Law provides that an
officer or director who has been successful on the merits or otherwise in the
defense of a civil or criminal action of the character set forth in Section 722
is entitled to indemnification as permitted in such section. Section 724 of the
New York Business Corporation Law permits a court to award the indemnification
required by Section 722.
The Registrant has entered into agreements with its directors to indemnify
them for liabilities or costs arising out of any alleged or actual breach of
duty, neglect, errors or omissions while serving as a director. The Registrant
also maintains and pays premiums for directors' and officers' liability
insurance policies.
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Item 21. Exhibits and Financial Statement Schedules
Exhibit
Number Description of Exhibit
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4.1(a) Certificate of Incorporation (as amended on December 4, 1997
and as restated for filing purposes) (incorporated by
reference to Omnicom Group Inc.'s Registration Statement on
Form S-3 (No. 333-46303)).
4.1(b) Certificate of Amendment of the Certificate of
Incorporation (incorporated by reference to Omnicom Group
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000).
4.2 Bylaws (incorporated by reference in Omnicom Group Inc.'s
Annual Report on Form 10-K for the year ended December 31,
1987).
4.3 Form of Certificate of Designation with respect to Preferred
Stock.*
5 Opinion of Counsel as to the legality of the securities
registered hereunder.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit Number 5).*
24 Power of Attorney (included on Signature Page).
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* To be filed by amendment or by a report on Form 8-K pursuant to Item 601
of Regulation S-K under the Securities Act of 1933.
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or event arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the
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securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.
(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
(f)(1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offerings of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on October 5, 2000.
OMNICOM GROUP INC.
/s/ JOHN WREN
By:----------------------------------
John Wren
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
does hereby constitute and appoint John Wren and Barry J. Wagner, and each of
them, with full powers of substitution, his or her true and lawful
attorneys-in-fact and agents to do any and all acts and things and to execute
any and all instruments which said attorneys-in-fact and agents may deem
necessary or advisable to enable the Registrant to comply with the Securities
Act of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of securities registered pursuant hereto, including specifically,
but without limitation thereof, power and authority to sign his or her name, in
any and all capacities set forth beneath his or her name, to any amendment to
this Registration Statement in respect of said securities and to any documents
filed as part of or in connection with this Registration Statement or amendments
thereto; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
Signature Title Date
---------- ------ -----
By: /s/ John Wren President, Chief Executive October 5, 2000
------------------------- Officer and Director
John Wren (Principal Executive Officer)
By: /s/ Randall Weisenburger Executive Vice President and October 5, 2000
------------------------- Chief Financial Officer
Randall Weisenburger (Principal Financial Officer)
By: /s/ Philip J. Angelastro Controller (Principal October 5, 2000
------------------------- Accounting Officer)
Philip J. Angelastro
By: /s/ Richard I. Beattie Director October 5, 2000
-------------------------
Richard I. Beattie
By: /s/ Bernard Brochand Director October 5, 2000
-------------------------
Bernard Brochand
By: /s/ Robert J. Callander Director October 5, 2000
-------------------------
Robert J. Callander
By: /s/ James A. Cannon Director October 5, 2000
-------------------------
James A. Cannon
By: /s/ Leonard S. Coleman, Jr. Director October 5, 2000
---------------------------
Leonard S. Coleman, Jr.
By: /s/ Bruce Crawford Director October 5, 2000
-------------------------
Bruce Crawford
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<PAGE>
Signature Title Date
---------- ------ -----
By: /s/ Susan S. Denison Director October 5, 2000
-------------------------
Susan S. Denison
By: Director
-------------------------
Peter Foy
By: /s/ Michael Greenlees Director October 5, 2000
-------------------------
Michael Greenlees
By: /s/ Thomas L. Harrison Director October 5, 2000
-------------------------
Thomas L. Harrison
By: /s/ John R. Murphy Director October 5, 2000
-------------------------
John R. Murphy
By: /s/ John R. Purcell Director October 5, 2000
-------------------------
John R. Purcell
By: /s/ Keith L. Reinhard Director October 5, 2000
-------------------------
Keith L. Reinhard
By: /s/ Linda Johnson Rice Director October 5, 2000
-------------------------
Linda Johnson Rice
By: /s/ Allen Rosenshine Director October 5, 2000
-------------------------
Allen Rosenshine
By: /s/ Gary L. Roubos Director October 5, 2000
-------------------------
Gary L. Roubos
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
4.1(a) Certificate of Incorporation (as amended on December 4, 1997
and as restated for filing purposes) (incorporated by
reference to Omnicom Group Inc.'s Registration Statement on
Form S-3 (*No. 333-46303)).
4.1(b) Certificate of Amendment of the Certificate of Incorporation
(incorporated by reference to Omnicom Group Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000).
4.2 Bylaws (incorporated by reference in Omnicom Group Inc.'s
Annual Report on Form 10-K for the year ended December 31,
1987).
4.3 Form of Certificate of Designation with respect to Preferred
Stock.*
5 Opinion of Counsel as to the legality of the securities
registered hereunder.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit Number 5).*
24 Power of Attorney (included on Signature Page).
----------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601
of Regulation S-K under the Securities Act of 1933.
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