UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2006
OMNICOM
GROUP INC.
(Exact Name of Registrant as Specified in Charter)
| New
York (State or Other Jurisdiction of Incorporation) | 1-10551
(Commission File Number) | 13-1514814
(IRS Employer Identification No.) |
| 437 Madison Avenue, New York, NY (Address of Principal Executive Offices) | 10022
(Zip Code) |
Registrants’ telephone number, including area code: (212) 415-3600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| c | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
| c | Soliciting material pursuant to Rule 14a-12 under Securities Act (17 CFR 240.14a-12) |
| c | Pre-commencement communications pursuant to Rule 14(d)-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| c | Pre-commencement communications pursuant to Rule 13(c) under the Exchange Act |
Item 2.02 Results of Operations and Financial Condition.
On February 14, 2006, Omnicom Group Inc. (“Omnicom”) issued an earnings release reporting its financial results for the three and twelve months ended December 31, 2005. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, Omnicom hosted an earnings call in which its financial results for the three and twelve months ended December 31, 2005 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.
On February 14, 2006, Omnicom posted the materials attached as Exhibits 99.1 and 99.2 on its web site (www.omnicomgroup.com).
As discussed on page 1 of Exhibit 99.2, the investor presentation contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations, and are subject to the limitations listed therein and in Omnicom’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.
The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The filing of this Report and the furnishing of this information pursuant to Items 2.02 and 7.01 (including the investor presentation) do not mean that such information is material or that disclosure of such information is required.
Item 7.01 Regulation FD Disclosure.
| See “Item 2.02 Results of Operations and Financial Condition” above. |
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit
Number | Description | |
| | |
| 99.1 | Earnings release dated February 14, 2006. |
| 99.2 | Investor presentation materials dated February 14, 2006. |
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. | ||||
| By: /s/ Philip J. Angelastro | ||||
|
Name: Philip J. Angelastro Title: Senior Vice President and Controller | ||||
| Date: February 14, 2006 | ||||
| 2 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| | |
| 99.1 | Earnings release dated February 14, 2006. |
| 99.2 | Investor presentation materials dated February 14, 2006. |
| 3 |