As filed with the Securities and Exchange Commission on December 27, 2000.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-1514814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
437 Madison Avenue
New York, NY 10022
(212) 415-3600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BARRY J. WAGNER, ESQ.
Secretary and General Counsel
Omnicom Group Inc.
437 Madison Avenue
New York, New York l0022
(212) 415-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
MICHAEL D. DITZIAN, ESQ.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
-----------------------
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
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(c) 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. |_| ___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum aggregate registration
offering price offering price fee
per share(1)
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value 58,215 $78.50 $4,569,877.50 $1,142.47
$.15 per share
============================================================================================
</TABLE>
(1) Based on the average of the high and low sale prices of the common stock
reported on the New York Stock Exchange on December 21, 2000 of $78.50
per share, solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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.
ii
<PAGE>
This information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 27, 2000
PROSPECTUS
Common Stock
58,215 Shares
OMNICOM GROUP INC.
-----------------
This is an offering of 58,215 shares of common stock of Omnicom Group
Inc., all of which are being offered for the accounts of the selling
shareholders. We will not receive any of the proceeds from the sales of shares
by the selling shareholders.
We are registering the shares to permit periodic public secondary trading
by the selling shareholders after the date of this prospectus. We have agreed to
bear all expenses (other than underwriting discounts and commissions, fees and
expenses of counsel and other advisors to the selling shareholders, and transfer
taxes) in connection with the registration and sale of the shares covered by
this prospectus. However, we have not agreed to provide, or incur any expenses
in connection with, accountants' "cold comfort" letters, opinions of counsel, or
underwriting agreements, as would be customary in an underwritten offering.
The shares being registered may be offered on the New York Stock Exchange,
in privately negotiated transactions or in the over-the-counter market, or in a
combination of those methods, at market prices prevailing at the time of sale,
at prices relating to the prevailing market price, or at negotiated prices. The
selling shareholders may be deemed to be underwriters within the meaning of the
Securities Act of 1933, as amended. If any broker-dealers purchase any shares as
principals, any profits received by them on the resale of such shares may be
deemed to be underwriting discounts or commissions under the Securities Act. In
addition, any profits realized by the selling shareholders may be deemed to be
underwriting commissions.
Our common stock currently trades on the New York Stock Exchange under the
symbol OMC. On December 21, 2000, the last reported sale price for our common
stock, as reported by the New York Stock Exchange, was $78.50 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------
Prospectus dated December 27, 2000.
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..........................................3
FORWARD-LOOKING INFORMATION..................................................4
THE COMPANY..................................................................5
USE OF PROCEEDS..............................................................5
DESCRIPTION OF CAPITAL STOCK.................................................5
REGISTRATION RIGHTS OF THE SELLING SHAREHOLDERS..............................6
SELLING SHAREHOLDERS.........................................................7
PLAN OF DISTRIBUTION.........................................................8
EXPERTS......................................................................9
LEGAL MATTERS................................................................9
2
<PAGE>
No person is authorized to give any information or to make any representations,
other than those contained or incorporated by reference in this prospectus in
connection with the offering contemplated hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or any selling shareholder. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the company since the date of
this prospectus or that the information contained or incorporated by reference
herein is correct as of any time subsequent to its date.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement that includes this prospectus. While this prospectus covers this
offering, it does not contain all of the information contained in the
registration statement. You can request a copy of the registration statement and
the exhibits from us to get a more complete description of our company and this
offering. We have provided our address and telephone number below if you wish to
obtain free copies of the registration statement and exhibits.
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. The addresses of these locations
are Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World
Trade Center, 13th Floor, New York, New York 10048; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, respectively. You can
also request copies of these documents, upon payment of a duplicating fee, by
writing the Public Reference Section of the Commission. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our Commission filings are also available from the Commission's website
at http://www.sec.gov.
The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus (and the related registration statement) the
information we file with them, which means that we 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 we file later with the Commission will automatically
update this information in this prospectus. In all cases you should rely on the
later information over different information included in this prospectus or any
prospectus supplement.
We incorporate by reference the following documents filed by us with the
Securities and Exchange Commission:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
3
<PAGE>
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;
o All other reports and other documents filed by us pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1999;
o The Registration Statement filed under Section 12 of the Exchange
Act describing our common stock and any amendment or reports filed
for the purposes of updating that description; and
o All documents and reports we file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus
and before the filing of a post-effective amendment that indicates
that all securities that may be offered hereby have been sold or
that deregisters all securities then remaining unsold.
At your request, we will provide to you, without charge, a copy of any
information incorporated by reference in this prospectus. If you want more
information, write or call us at:
Barry J. Wagner, Esq.
Secretary and General Counsel
Omnicom Group Inc.
437 Madison Avenue
New York 10022;
Telephone Number (212) 415-3600.
You should rely only on the information provided in this prospectus, and
the information incorporated by reference. We have not authorized anyone to
provide you with different information. You should not assume that the
information in this prospectus or any document 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 under "The Company" and elsewhere in this
prospectus and the documents incorporated by reference constitute
forward-looking statements. These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties
and other factors that may cause our or our 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
4
<PAGE>
may differ materially. Moreover, we do not, nor does any other person, assume
responsibility for the accuracy and completeness of those statements. We have no
duty to update any of the forward-looking statements after the date of this
prospectus to conform them to actual results.
THE COMPANY
We are one of the world's leading communications services companies.
Through our wholly and partially-owned companies, we operate advertising
agencies that plan, create, produce and place advertising in various media such
as television, radio, newspaper, magazines, outdoor and the internet. We also
offer our clients additional services such as public relations, specialty
advertising, direct response and promotional marketing, strategic media planning
and buying, and internet and digital media development. We offer these services
to clients worldwide on a local, national, pan-regional and global basis. Our
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.
The address of our principal executive offices is Omnicom Group Inc., 437
Madison Avenue, New York, New York 10022. Our telephone number is
(212) 415-3600.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of our stock by the
selling shareholders.
DESCRIPTION OF CAPITAL STOCK
The following briefly summarizes the material terms of our capital stock.
You should read our certificate of incorporation for more detailed information
that may be important to you.
We are authorized to issue 1,000,000,000 shares of common stock, par value
$0.15 per share, of which 177,077,875 million shares were outstanding on
November 30, 2000, and 7,500,000 shares of preferred stock at $1.00 per share,
none of which is outstanding.
Each share of common stock entitles the holder to one vote for the
election of directors and for all other matters to be voted on by our common
shareholders. Holders of common stock may not cumulate their votes in the
election of directors. All shares of common stock have equal rights and are
entitled to such dividends as may be declared by the board of directors out of
funds legally available therefor, but only after payment of dividends required
to be paid on any outstanding shares of preferred stock. All shares of common
stock share ratably upon liquidation in the assets available for distribution to
shareholders after payments to creditors and provision for the preference of any
preferred stock. We are not aware of any restrictions on our present or future
ability to pay dividends. However, in connection with certain borrowing
facilities, we are subject to certain restrictions on the ratio of net cash flow
to consolidated indebtedness, the ratio
5
<PAGE>
of total consolidated indebtedness to total consolidated capitalization and on
our ability to make investments in and loans to affiliates and unconsolidated
subsidiaries. The shares of common stock are not subject to call or assessment,
have no preemptive or other subscription rights or conversion rights and cannot
be redeemed. Our shareholders elect a classified board of directors and can
remove a director only by an affirmative two-thirds vote of all outstanding
voting shares. A two-thirds vote of all outstanding voting shares is also
required to amend the by-laws or certain provisions of our certificate of
incorporation and to change the number of directors comprising the full board.
The board of directors has power to amend the by-laws or change the number of
directors comprising the full board.
We may issue preferred stock in series having whatever rights and
preferences the board of directors may determine without the approval of our
shareholders. One or more series of preferred stock may be made convertible into
common stock at rates determined by the board of directors, and preferred stock
may be given priority over common stock in payment of dividends, rights on
liquidation, voting and other rights.
As of November 30, 2000, we have outstanding (i) $215,219,000 of 4 1/4%
Convertible Subordinated Debentures with a scheduled maturity in 2007 that are
convertible into common stock at a conversion price of $31.50 per share, subject
to adjustment in certain events and (ii) $229,968,000 of 2 1/4% Convertible
Subordinated Debentures with a scheduled maturity in 2013, which are convertible
into common stock at a conversion price of $49.83 per share, subject to
adjustment in certain events.
ChaseMellon Shareholder Services, L.L.C., 450 West 33rd Street, New York,
New York 10001, is the transfer agent and the registrar of the common stock.
We mail annual reports containing audited financial statements to our
shareholders.
REGISTRATION RIGHTS OF THE SELLING SHAREHOLDERS
We are registering our shares herein pursuant to a Registration Rights
Agreement dated as of November 10, 2000 by and among Omnicom Group Inc. and each
of the selling shareholders. In the Registration Rights Agreement we agreed that
we would use commercially reasonable efforts to file the registration statement
and keep it effective until the earlier of the sale pursuant to the registration
statement of all of our shares registered thereunder, or November 10, 2001. In
addition, the registration rights created by the Registration Rights Agreement
terminate as to any selling shareholder at such time as all of the registrable
securities then held by the selling shareholder can be sold by the selling
shareholder in a single three-month period in accordance with Rule 144 under the
Securities Act of 1933, as amended, or any successor provision. The Registration
Rights Agreement provides that we may require suspension of the use of this
prospectus if we in our judgment determine that there has occurred an event (a
"Material Event") that causes the registration statement or this prospectus to
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. The suspension will last
until the selling shareholders receive copies of a supplemented or amended
prospectus
6
<PAGE>
prepared by us, notice from us that we have made filings with the Securities and
Exchange Commission that are incorporated by reference in the Registration
Statement and disclose the Material Event, notice from us that the Material
Event no longer constitutes a Material Event, or notice from us that the
Material Event has been publicly disclosed.
We have agreed to bear all expenses (other than underwriting discounts and
selling commissions and fees and expenses of counsel and other advisors to
holders of shares) in connection with the registration and sale of the shares
covered by this prospectus. However, we have not agreed to provide, or incur any
expenses in connection with, accountants' "cold comfort" letters, opinions of
counsel, or to enter into underwriting agreements, as would be customary in an
underwritten offering. We have also agreed to provide to each selling
shareholder copies of this prospectus (and the related registration statement),
notify each selling shareholder when the registration statement has become
effective and take certain other actions to permit public resales of our shares.
We and the selling shareholders have also agreed to indemnify each other against
certain liabilities arising under the Securities Act of 1933.
SELLING SHAREHOLDERS
The selling shareholders are: J. Robert Lieber, Paul Levett, Harry J.
Koenig, Carmyn Farese and Loreen Babcock. The selling shareholders obtained our
shares pursuant to an Agreement and Plan of Merger dated November 10, 2000 by
and among Omnicom Group Inc., Lieber Acquisition Inc., a New York corporation,
Lieber, Levett, Koenig, Farese, Babcock, Inc., a New York corporation ("LLKFB"),
J. Robert Lieber, Paul Levett, Harry J. Koenig, Carmyn Farese and Loreen
Babcock. None of the selling shareholders has had any position, office or other
material relationship with us within the past three years other than as a result
of the ownership of our shares or other securities, except that each of the
selling shareholders was a principal shareholder and executive officer of LLKFB
before November 10, 2000 when LLKFB became one of our wholly owned subsidiaries.
LLKFB has since changed its name to Lieber Levett Koenig Farese Babcock Inc. Mr.
Lieber serves as director and Chief Executive Officer of LLKFB. Ms. Babcock and
Mr. Koenig are the President and Chief Operating Officer of LLKFB, respectively.
Mr. Farese is the Executive Vice President and Executive Creative Director of
LLKFB. The information included below is based on information provided by the
selling shareholders.
The following table has been prepared on the assumption that all shares of
common stock offered hereby will be sold. The table sets forth:
o The number of shares held by each selling shareholder,
o The number of shares that may be offered for sale under this
prospectus, and
o The number of shares that will be owned by each selling shareholder
after the sale of all of the shares offered by this prospectus.
7
<PAGE>
Shares Owned
Name Shares Owned Shares Offered After Offering
---- ------------ -------------- --------------
J. Robert Lieber 12,135 12,135 0
Paul Levett 12,135 12,135 0
Harry J. Koenig 12,135 12,135 0
Carmyn Farese 12,135 12,135 0
Loreen Black 9,675 9,675 0
PLAN OF DISTRIBUTION
We are registering our shares to permit periodic public secondary trading
by the holders of those shares after the date of this prospectus.
The selling shareholders may sell or distribute some or all of their
shares of our common stock periodically through dealers or brokers or other
agents or directly to one or more purchasers in transactions (which may involve
crosses and block transactions) on the New York Stock Exchange, in privately
negotiated transactions (including sales pursuant to pledges) or in the
over-the-counter market, or in a combination of those methods. The selling
shareholders may effect transactions at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, at negotiated prices,
or at fixed prices, that may be changed. Brokers, dealers or agents
participating in the transactions as agents may receive compensation in the form
of discounts, concessions or commissions from the selling shareholders (and, if
they act as agent for the purchaser of such shares, from the purchaser). The
discounts, concessions or commissions as to a particular broker, dealer or agent
might be in excess of those customary in the type of transaction involved. This
prospectus may also be used, with our consent, by donees of the selling
shareholders, or by other persons who are acquiring our shares and wish to offer
and sell the shares under circumstances requiring its use.
To comply with the securities laws of certain states, if applicable, the
shares will be sold in those jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states our shares may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirement is available
and is complied with.
The selling shareholders and any broker-dealers or agents that participate
with the selling shareholders in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, and, if so,
any commissions received by the broker-dealers or agents and any profits
realized by the selling shareholders on the resale of the shares owned by them
may be deemed to be underwriting commissions or discounts.
In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144, Rule 144A or any other available exemption from
registration under the Securities Act may be sold under Rule 144, Rule 144A or
another available exemption rather than pursuant to this prospectus. We cannot
assure you that any selling shareholder will sell any or all of the shares
8
<PAGE>
described in this prospectus, and any selling shareholder may transfer, devise
or give the securities by other means not described herein.
We have advised each of the selling shareholders that if his or her shares
are distributed, the selling shareholder and any broker, agent or dealer who
participates in the distribution may be subject to applicable provisions of the
Securities Exchange Act of 1934 and the related rules and regulations, including
Regulation M.
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.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed upon by Davis & Gilbert LLP, 1740 Broadway, New York, New York 10019.
As of December 1, 2000, members of Davis & Gilbert LLP participating in the
determination of the legality of our shares own an aggregate of 10,100 shares of
our common stock.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the distribution of the securities
being registered (estimated except for the registration fee), all of which will
be borne by us, are as follows:
SEC Registration Fee........... $1,142.47
Legal Fees and Expenses........ $7,500.00*
Miscellaneous Expenses......... $1,250.00
TOTAL ......................... $9,892.47
* Estimated
Item l5. Indemnification of Directors and Officers.
Our 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 judgement 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. Our by-laws provide that an officer or
director will be indemnified against any costs or liabilities, including
attorney's fees and amounts paid in settlement with our consent 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 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, that 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 any appeal therein, if such director or officer acted
in good faith for a purpose 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 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 an officer or director of the
II-1
<PAGE>
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation, 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 that
is settled or otherwise disposed of, or (2) any claim, issue or matter for which
the 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
that 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 the section. Section 724 of the
New York Business Corporation Law permits a court to award the indemnification
required by Section 722.
We have entered into agreements with our 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. We also maintain and
pay premiums for directors' and officers' liability insurance policies.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Exhibit
------- ----------------------
5.1 Opinion of Davis & Gilbert LLP, filed herewith
23.1 Consent of Arthur Andersen LLP, filed herewith
23.2 Consent of Davis & Gilbert LLP (included in the
opinion filed as Exhibit No. 5.1)
24.1 Power of Attorney (included on Signature Page)
II-2
<PAGE>
Item 17. Undertakings.
We undertake:
(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 events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) that, individually or
in the aggregate, represent a fundamental change in the
information in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
However, paragraphs (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by us pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That for the 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 the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
We further undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating
II-3
<PAGE>
to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers or persons controlling us, pursuant
to the provisions described under Item 15 above or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission the
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 us 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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, in the State of New York on December
27, 2000.
OMNICOM GROUP INC.,
as Registrant
By: /s/ John Wren
--------------
John Wren
Chief Executive Officer
------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John D. Wren and Barry J. Wagner, Esq., and each
of them, his true and lawful attorney-in-fact and agent, with full and several
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they or he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.
/s/ John Wren President, Chief
------------- Executive Officer and December 27, 2000
John Wren Director (Principal
Executive Officer)
/s/ Randall J. Weisenburger Executive Vice
--------------------------- President and December 27, 2000
Randall J. Weisenburger Chief Financial
Officer(Principal
Financial Officer)
/s/ Philip J. Angelastro Controller
------------------------ (Principal
Philip J. Angelastro Accounting Officer) December 27, 2000
/s/ Richard I. Beattie Director December 27, 2000
----------------------
Richard I. Beattie
Director December 27, 2000
----------------------
Bernard Brochand
/s/Robert J. Callander Director December 27, 2000
----------------------
Robert J. Callander
/s/ James A. Cannon Director December 27, 2000
-------------------
James A. Cannon
II-6
<PAGE>
Director December 27, 2000
-------------------------
Leonard S. Coleman Jr.
/s/ Bruce Crawford Director December 27, 2000
------------------
Bruce Crawford
/s/ Susan S. Denison Director December 27, 2000
--------------------
Susan S. Denison
Director December 27, 2000
---------------------
Peter Foy
/s/ Michael Greenlees Director December 27, 2000
---------------------
Michael Greenlees
/s/ Thomas L. Harrison Director December 27, 2000
----------------------
Thomas L. Harrison
/s/ John R. Murphy Director December 27, 2000
--------------------
John R. Murphy
Director December 27, 2000
----------------------
John R. Purcell
/s/ Keith L. Reinhard Director December 27, 2000
---------------------
Keith L. Reinhard
II-7
<PAGE>
Director December 27, 2000
---------------------
Linda Johnson Rice
/s/ Allen Rosenshine Director December 27, 2000
--------------------
Allen Rosenshine
/s/ Gary L. Roubos Director December 27, 2000
------------------
Gary L. Roubos
II-8
