PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 11, 1997)
OMNICOM GROUP INC.
$218,500,000 Principal Amount of
4 1/4% Convertible Subordinated Debentures due 2007
(Interest Payable January 3 and July 3)
3,468,254 Shares of Common Stock
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This document supplements the Prospectus dated March 11, 1997 relating to
(i) $218,500,000 aggregate principal amount of 4 1/4% Convertible Subordinated
Debentures due 2007 (the "Debentures") of Omnicom Group Inc., a New York
corporation ("Omnicom" or the "Company"), and (ii) 3,468,254 shares of Common
Stock, par value $0.50 per share (the "Common Stock") of the Company which are
initially issuable upon conversion of the Debentures plus additional
indeterminate number of shares of Common Stock as may become issuable upon
conversion of the Debentures as a result of adjustments to the conversion price
(the "Shares"). The Debentures were initially acquired from the Company by
Morgan Stanley & Co. Incorporated in January 1997 in connection with a private
offering. This Prospectus Supplement is incorporated by reference into the
Prospectus, and all terms used herein shall have the meaning assigned to them in
the Prospectus. On August 13, 1997 the closing price of the Common Stock as
reported on the New York Stock Exchange was $69.00 per share. The Common Stock
is traded under the symbol "OMC".
In accordance with the Section of the Prospectus entitled "Selling
Securityholders" (which appears on pages 19 and 20 of the Prospectus), the
following information is provided with respect to the beneficial owners of the
Debentures:
<TABLE>
<CAPTION>
Principal Amount Principal Amount
of Debentures of Debentures to be
Name of Selling Securityholder(s): Beneficially Owned Offered for Sale
--------------------------------- -------------------- -------------------
<S> <C> <C>
Associated Electric & Gas Insurance $ 625,000 $ 625,000
Blue Cross of the Rochester Area, Inc. 1,585,000 1,585,000
Blue Shield of the Rochester Area, Inc. 360,000 360,000
Champion International Corp. Master Retirement Trust 1,050,000 1,050,000
Czenesee County Employee's Retirement System 125,000 125,000
Delta Airlines Master Trust 2,550,000 2,550,000
Finger Lakes Long Term Care Insurance Co. 225,000 225,000
General Electric Mortgage Insurance and Affiliates 3,225,000 3,225,000
Goldman Sachs & Company 1,150,000 1,150,000
Highbridge Capital Corporation 10,000,000 10,000,000
Kittering Medical Center Funded Depreciation Account 110,000 110,000
Lazard Freres & Co., LLC 500,000 500,000
Med America Insurance Company 510,000 510,000
Physician's Reciprocal Insurers Account #7 750,000 750,000
Port Authority of Allegheny County Retirement and 2,250,000 2,250,000
Disability Allowance Plan for Employee's Represented
by Local 85 of the Amalgamated Transit Union
RJR Nabisco, Inc. Defined Benefit Master Trust 1,745,000 1,745,000
The Dow Chemical Company Employees Retirement Plan 2,580,000 2,580,000
The Fondren Foundation 105,000 105,000
Tufts Associated Health Maintenance Organization 485,000 485,000
Unifi, Inc. Profit Sharing Plan and Trust 220,000 220,000
University of Massachusetts Medical Center 535,000 535,000
Van Kampen American Capital Convertible Securities Fund 915,000 915,000
Van Kampen American Capital Harbor Fund 6,235,000 6,235,000
</TABLE>
The Debentures being offered by the Selling Securityholders hereby
represent all of the Debentures beneficially owned by the Selling
Securityholders as of August 13, 1997. Except for purchase of the Debentures,
none of the Selling Securityholders has had a material relationship with the
Company or any of its affiliates within the past three years.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITY COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is August 14, 1997.
