SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Omnicom Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
681919-10-6
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages(s))
<PAGE>
SCHEDULE 13G
CUSIP NO. 681919-10-6
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1) Name of Reporting Person Smith Barney Shearson Inc.
S.S. or I.R.S Identification 13-1912900
No. of Above Person
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2) Check the Appropriate Box (a)
if a Member of a Group ---------------
(See Instructions) (b)
---------------
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3) SEC Use Only
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4) Citizenship or Place of Organization Delaware
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Number of Shares (5) Sole Voting Power 572,659
Beneficially Owned (6) Shared Voting Power 394
by Each Reporting (7) Sole Dispositive Power 1,523,898
Person with (8) Shared Dispositive Power 495,318
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,019,216
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10) Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 5.9%
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12) Type of Reporting Person BD
(See Instructions)
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<PAGE>
SCHEDULE 13G
CUSIP NO. 681919-10-6
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1) Name of Reporting Person Smith Barney Shearson Holdings Inc
S.S. or I.R.S Identification 06-1274088
No. of Above Person
--------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of A Group ---------------
(See Instructions) (b)
---------------
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3) SEC Use Only
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4) Citizenship or Place of Organization Delaware
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Number of Shares (5) Sole Voting Power 572,659
Beneficially Owned (6) Shared Voting Power 394
by Each Reporting (7) Sole Dispositive Power 1,523,898
Person with (8) Shared Dispositive Power 495,318
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,019,216
--------------------------------------------------------------------
10) Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares (See Instructions)
--------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 5.9%
--------------------------------------------------------------------
12) Type of Reporting Person CO
(See Instructions)
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<PAGE>
SCHEDULE 13G
CUSIP NO. 681919-10-6
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1) Name of Reporting Person The Travelers Inc.(formerly Primerica
Corporation)
S.S. or I.R.S Identification 52-1568099
No. of Above Person
--------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------
(See Instructions) (b)
---------------
--------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------
4) Citizenship or Place of Organization Delaware
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Number of Shares (5) Sole Voting Power 572,659
Beneficially Owned (6) Shared Voting Power 449,386(a)
by Each Reporting (7) Sole Dispositive Power 1,523,898
Person with (8) Shared Dispositive Power 944,310(a)
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,468,208(a)
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10) Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares (See Instructions)
--------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 7.3%(a)
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12) Type of Reporting Person HC
(See Instructions)
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(a)Assumes conversion of certain securities.
<PAGE>
Item 1(a) Name of Issuer:
Omnicom Group Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
437 Madison Avenue
New York, New York 10022-7001
Item 2(a) Names of Persons Filing:
Smith Barney Shearson Inc. ("SBS")
Smith Barney Shearson Holdings Inc. ("SBS Holdings")
The Travelers Inc. (formerly Primerica Corporation) ("TRV")
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The address of the principal business office of each of SBS
and SBS Holdings is:
1345 Avenue of the Americas
New York, NY 10105
The address of the principal business office of TRV is:
65 East 55th Street
New York, NY 10022
Item 2(c) Citizenship:
SBS, SBS Holdings and TRV are Delaware corporations.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
681919-10-6
<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ X ] Broker or Dealer registered under Sec. 15 of
the Act
(b) [ ] Bank as defined in Sec. 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Sec. 3(a)(19)
of the Act
(d) [ ] Investment Company registered under Sec. 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under Sec. 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see
Sec. 240.13d-1(b)(1)(ii)(F)
(g) [ X ] Parent Holding Company, in accordance with
Sec. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec.
240.13d-1(b)(1)(ii)(H)
Item 4. Ownership (as of December 31, 1993)
(a) Amount Beneficially Owned: See Item 9 of cover
pages
(b) Percent of Class: See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition of
(iv) shared power to dispose or to direct the
disposition of
See Items 5-8 of cover pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
SBS Holdings is the sole common stockholder of SBS, and TRV
is the sole stockholder of SBS Holdings.
Item 8. Identification and Classification of Members of the
Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my
knowledge, the securities referred to above were acquired in
the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 10, 1994
SMITH BARNEY SHEARSON INC.
By: /s/ Howard M. Darmstadter
---------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
SMITH BARNEY SHEARSON HOLDINGS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
THE TRAVELERS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
<PAGE>
EXHIBIT INDEX TO SCHEDULE 13G
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EXHIBIT 1
---------
Agreement among SBS, SBS Holdings and TRV as to joint filing of
Schedule 13G
EXHIBIT 2
---------
Disclaimer of beneficial ownership by SBS Holdings and TRV
EXHIBIT 1
---------
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
--------------------------------------------
Each of the undersigned hereby affirms that it is individually
eligible to use Schedule 13G, and agrees that this Schedule 13G
is filed on its behalf.
Date: February 10, 1994
SMITH BARNEY SHEARSON INC.
By: /s/ Howard M. Darmstadter
---------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
SMITH BARNEY SHEARSON HOLDINGS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
THE TRAVELERS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
EXHIBIT 2
---------
DISCLAIMER OF BENEFICIAL OWNERSHIP
----------------------------------
Each of the undersigned disclaims beneficial ownership of the
securities referred to in the Schedule 13G to which this exhibit
is attached, and the filing of this Schedule 13G shall not be
construed as an admission that any of the undersigned is, for the
purpose of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended, the beneficial owner of any securities
covered by this Schedule 13G.
Date: February 10, 1994
SMITH BARNEY SHEARSON HOLDINGS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
THE TRAVELERS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
