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 June 6, 1997 the closing price of the Common Stock as
reported on the New York Stock Exchange was $61 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:
Principal Amount of
Debentures Principal Amount of
Beneficially Debentures to be
Name of Selling Securityholder(s): Owned Offered for Sale
- ---------------------------------- ----- ----------------
American Community Mutual Ins. Co. $ 180,000 $ 180,000
American Pioneer Life Ins. Co. of N.Y. 45,000 45,000
American Progressive Life & Health 45,000 45,000
American Public Entity Excess Pool 50,000 50,000
American Republic Insurance Company 400,000 400,000
Amwest Surety Insurance Company 350,000 350,000
Anthracite Mutual Fire Ins. Company 10,000 10,000
Associated Physicians Ins. Co. 25,000 25,000
BCS Life Insurance Co. 295,000 295,000
Care America Life Insurance Co. 50,000 50,000
Catholic Relief Ins. Company of America 210,000 210,000
Central States Health & Life of Omaha 130,000 130,000
Century National Insurance Company 725,000 725,000
Chicago Mutual Liability Co. 40,000 40,000
Chrysler Insurance Co. 1,440,000 1,440,000
Concord Life Ins. Co. 30,000 30,000
Condor Insurance 110,000 110,000
CSA Fraternal Life 20,000 20,000
Delta Air Lines Master Trust 1,225,000 1,225,000
Farmers Home Mutual Insurance 100,000 100,000
Federated Rural Electric Ins. Corp. 100,000 100,000
First Mercury Ins. Company 250,000 250,000
Frontier Insurance Company 600,000 600,000
Goodville Mutual Casualty Company 30,000 30,000
Gopher State Mutual Ins. Company 80,000 80,000
Goschenhoppen-Home Ins. Co. 40,000 40,000
Grain Dealers Mutual Ins. 120,000 120,000
Guarantee Trust Life Ins. Co. 620,000 620,000
Guaranty Income Life Insurance 190,000 190,000
Highbridge Capital Corporation 5,250,000 5,250,000
Holy Family Society 30,000 30,000
Hughes Aircraft Company Master
Retirement Trust 610,000 610,000
ISBA Mutual Insurance Company 100,000 100,000
Lebanon Mutual Ins. Company 50,000 50,000
Lone Star Life Insurance Co. 820,000 820,000
Medico Life Insurance Company 440,000 440,000
Medmarc Insurance 400,000 400,000
Merrill Lynch Pierce Fenner and Smith Inc. 2,030,000 2,030,000
Middle Cities Risk Management Trust 130,000 130,000
Midwest Securities Life 120,000 120,000
Midwestern National Life Ins. Co. of Ohio 250,000 250,000
Millers Casualty Ins. Co. of Texas 180,000 180,000
Millers Mutual Fire Ins. Co. of Texas 850,000 850,000
Millville Mutual Ins. Co. 60,000 60,000
Mutual Protective Ins. Co. 410,000 410,000
National Chiropractic 80,000 80,000
OCM Convertible Trust 1,730,000 1,730,000
Old Guard Fire Ins. Co. 100,000 100,000
Old Guard Insurance Company 270,000 270,000
Ozark National Life Ins. Co. 440,000 440,000
Partner Reinsurance Company Ltd. 235,000 235,000
Phico Insurance Company 60,000 60,000
Physicians Mutual Ins. Co. 200,000 200,000
Pioneer Insurance Company 15,000 15,000
Police & Fireman's Insurance Association 45,000 45,000
Reassurance Company of Hanover 280,000 280,000
Reliable Life Insurance Co. 420,000 420,000
Salomon Brothers Inc. 4,810,000 4,810,000
Secura Insurance, A Mutual Company 140,000 140,000
Service Life and Casualty Ins. Co. 25,000 25,000
Service Lloyd Insurance Company 25,000 25,000
Standard Mutual Ins. Co. 160,000 160,000
State Employees' Retirement Fund of the
State of Delaware 485,000 485,000
State of Connecticut Combined
Investment Funds 285,000 285,000
State of Connecticut Combined
Investment Funds 1,415,000 1,415,000
Texas Builders Insurance Co. 50,000 50,000
Transguard Insurance Company of America 530,000 530,000
United National Insurance Co. 1,310,000 1,310,000
United Teacher Associates Ins. Co. 990,000 990,000
Utica First Insurance Company 95,000 95,000
Vanguard Convertible Securities Fund, Inc. 1,015,000 1,015,000
Washington International Ins. Co. 200,000 200,000
Western Home Insurance Co. 100,000 100,000
Westward Life Insurance Co. 50,000 50,000
Wisconsin Lawyers Mutual Ins. Co. 50,000 50,000
Wisconsin Mutual Insurance Co. 30,000 30,000
World Insurance Company 150,000 150,000
The Debentures being offered by the Selling Securityholders hereby
represent all of the Debentures beneficially owned by the Selling
Securityholders as of June 6, 1997. Except for the 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 June 10, 1997.
