PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 28, 1998)
807,746 Shares of Common Stock
($.50 Par Value)
OMNICOM GROUP INC.
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This document supplements the Prospectus dated January 28, 1998 relating to
807,746 shares of Common Stock, par value $.50 per share (the "Common Stock") of
the Omnicom Group, Inc., a New York corporation ("Omnicom" or the "Company").
Each share of Common Stock offered hereby was issued upon exchange of an
Exchangeable Share (an "Exchangeable Share") of GPC International Holdings Inc.
("GPC"), a corporation incorporated under the laws of Canada, issued in a
private offering in Canada by GPC and the Company. The shares of Common Stock
offered hereby were initially acquired upon exchange of the Exchangeable Shares
in a private offering in Canada. 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 February 17, 1998 the closing price of
the Common Stock as reported on the New York Stock Exchange was $43.9375 per
share. The Common Stock is traded under the symbol "OMC."
None of the Selling Shareholders owns in excess of 1% of the Common Stock
of the Company and since the Selling Shareholders may sell all, some or none of
shares of Common Stock offered hereby, no estimate can be made of the aggregate
number of shares of Common Stock that will be owned by each Selling Shareholder
upon completion of the offering to which this Prospectus Supplement relates. In
accordance with the Section of the Prospectus entitled "Selling Shareholders"
(which appears on page 10 of the Prospectus), the following information is
provided with respect to the beneficial owners of the Common Stock.
Amount of Shares Amount of
Beneficially Owned Shares to be
Name of Selling Shareholder(s): as of February 20, 1998 Offered for Sale
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Howard Wendy(1) 74,180 74,180
Lee Feld 82,180 74,180
(1) Mr. Wendy's spouse owns 50,000 shares of Common Stock of which Mr. Wendy
disclaims beneficial ownership.
Except for the purchase of the shares of Common Stock and their current
holdings of shares of Common Stock, none of the Selling Shareholders 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 February 20, 1998.
