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
---------------------
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 25, 1997 the closing price of the Common Stock as
reported on the New York Stock Exchange was $64.25 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 Principal Amount
of Debentures of Debentures to be
Name of Selling Securityholder(s): Beneficially Owned Offered for Sale
--------------------------------- -------------------- ------------------
Highbridge Capital Corporation $ 5,000,000 $ 5,000,000
Natwest Securities Corp. 500,000 500,000
Morgan Stanley Dean Witter 12,359,000 12,359,000
Palisade Capital Management LLC 1,000,000 1,000,000
The Debentures being offered by the Selling Securityholders hereby
represent all of the Debentures beneficially owned by the Selling
Securityholders as of June 26, 1997. Except for Morgan Stanley's position as the
Initial Purchaser of the Debentures, and 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.
-----------------------
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.
-----------------------
The date of this Prospectus Supplement is June 27, 1997.
