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): August 14, 2002
---------------
OMNICOM GROUP INC.
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New York
---------------------------------------
(State or Other Jurisdiction of Incorporation)
1-10551 13-1514814
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
437 Madison Avenue, New York, New York 10022
--------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 415-3600
---------------------------------------
(Registrant's Telephone Number, Including Area Code)
Item 9. Regulation FD Disclosure.
On August 14, 2002, Omnicom's Chief Executive Officer and Chief Financial
Officer each signed and filed with the Securities and Exchange Commission,
without qualification, the certifications required to be filed by the principal
executive officer and principal financial officer of Omnicom pursuant to the
SEC's order (the "Order") dated June 27, 2002 requiring the filing of sworn
statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.
The certifications are attached hereto as Annexes A and B, respectively, and are
hereby incorporated by reference as if set forth herein in full.
Also, on August 14, 2002, Omnicom's Chief Executive Officer and Chief
Financial Officer signed and filed with the Securities and Exchange Commission,
without qualification, the certification required to be filed by the chief
executive officer and chief financial officer of Omnicom pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (the "Act") in connection with the filing of
Omnicom's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. The
certification is attached hereto as Annex C, and is hereby incorporated by
reference as if set forth herein in full.
The certifications filed by Omnicom's Chief Executive Officer and Chief
Financial Officer pursuant to the Order and pursuant to the Act are also
available on Omnicom's website at www.omnicomgroup.com/recentevents.
On August 14, 2002, Omnicom also issued the press release attached hereto
as Annex D.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OMNICOM GROUP INC.
By: /s/ PHILIP J. ANGELASTRO
--------------------------------
Philip J. Angelastro
Senior Vice President, Finance
and Controller
Date: August 14, 2002
Index to Annexes
Annex Description
----- -----------
A Certificate of Omnicom's Chief Executive Officer
pursuant to SEC Order 4-460 covering Omnicom's Annual
Report on Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission
on March 28, 2002 and all reports on Form 10-Q, all
reports on Form 8-K and all definitive proxy materials
of Omnicom filed with the Securities and Exchange
Commission subsequent to the filing of the Form 10-K.
B Certificate of Omnicom's Chief Financial Officer
pursuant to SEC Order 4-460 covering Omnicom's Annual
Report on Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission
on March 28, 2002 and all reports on Form 10-Q, all
reports on Form 8-K and all definitive proxy materials
of Omnicom filed with the Securities and Exchange
Commission subsequent to the filing of the Form 10-K.
C Certificate of Omnicom's Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 in connection with Omnicom's
Quarterly Report on Form 10-Q for the quarter ended June
30, 2002.
D Press release issued on August 14, 2002.
Annex A
Statement Under Oath of the Principal Executive Officer of Omnicom Group Inc.
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, John D. Wren, President and Chief Executive Officer of Omnicom Group Inc.
("Omnicom"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Omnicom, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with Omnicom's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Omnicom's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed with the Commission on March 28, 2002;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Omnicom filed with the
Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ John D. Wren
---------------------------- Subscribed and sworn to
John D. Wren before me this 14th day of
August 14, 2002 August 2002.
/s/ Raymond E. McGovern, Jr.
------------------------------
Notary Public
My Commission Expires: 8/31/02
Annex B
Statement Under Oath of the Principal Financial Officer of Omnicom Group Inc.
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Randall J. Weisenburger, Executive Vice President and Chief Financial Officer
of Omnicom Group Inc. ("Omnicom"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Omnicom, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with Omnicom's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Omnicom's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed with the Commission on March 28, 2002;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Omnicom filed with the
Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Randall J. Weisenburger
--------------------------- Subscribed and sworn to
Randall J. Weisenburger before me this 14th day of
August 14, 2002 August 2002.
/s/ Raymond E. McGovern, Jr.
---------------------------------
Notary Public
My Commission Expires: 8/31/02
Annex C
CERTIFICATION OF
QUARTERLY REPORT
ON FORM 10-Q
Pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, in connection with the filing of Omnicom Group,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), each of the undersigned officers of Omnicom certifies, that, to such
officer's knowledge:
o the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
o the information contained in the Report fairly presents, in all
material aspects, the financial condition and results of operations
of operations of Omnicom as of the dates and for the periods
expressed in the Report.
Executed as of August 14, 2002.
/s/ John D. Wren
---------------------------------
Name: John D. Wren
Title: Chief Executive Officer
/s/ Randall J. Weisenburger
---------------------------------
Name: Randall J. Weisenburger
Title: Chief Financial Officer
Annex D
FOR IMMEDIATE RELEASE
Contact: Randall Weisenburger
212-415-3393
OMNICOM CEO AND CFO SIGN
REQUIRED SEC CERTIFICATIONS
New York, New York, August 14, 2002--Omnicom Group Inc. (NYSE: OMC)
announced today that John Wren, its chief executive officer, and Randall
Weisenburger, its chief financial officer, have signed, without qualification,
and are filing with the SEC the certifications required from CEO's and CFO's of
the country's 947 largest public companies affirming Omnicom's SEC filings in
2002. The SEC reports to which the certifications relate are Omnicom's 10-K for
2001, its subsequent 8-K's, its 10-Q's for the first and second quarters of this
year and its 2002 proxy statement. They have also signed without qualification
and are filing with the SEC the certifications required by the Sarbanes-Oxley
Act of 2002 relating to Omnicom's second quarter 10-Q report.
"We were pleased to sign these certificates to evidence our continuing
commitment to integrity in financial reporting. Omnicom has always taken pride
in its approach to providing investors meaningful, clear and straight-forward
information about its business," the signing officers said.
The certificates filed with the SEC are available on Omnicom's website
(www.omnicomgroup.com/recent events).
* * * * *
Omnicom is a leading global marketing and corporate communications
company. Omnicom's branded networks and numerous specialty firms provide
advertising, strategic media planning and buying, direct and promotional
marketing, public relations and other specialty communications services to over
5,000 clients in more than 100 countries.