PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 6, 1998)
OMNICOM GROUP INC.
$230,000,000 Principal Amount of
2 1/4% Convertible Subordinated Debentures due 2013
(Interest Payable January 6 and July 6)
4,615,694 Shares of Common Stock
---------------------
This document supplements the Prospectus dated March 6, 1998 relating to
(i) $230,000,000 aggregate principal amount of 21/4% Convertible Subordinated
Debentures due 2013 (the "Debentures") of Omnicom Group Inc., a New York
corporation ("Omnicom" or the "Company"), and (ii) 4,615,694 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 1998 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 April 27, 1998 the closing price of the Common Stock as
reported on the New York Stock Exchange was $[____] 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 page 19 of the Prospectus), the following
information is provided with respect to the beneficial owners of the Debentures:
Principal Principal
Amount Amount of
of Debentures
Debentures to be
Beneficially Offered
Name of Selling Securityholder(s): Owned for Sale
- --------------------------------- ----- --------
American Community Mutual Ins Co $ 160,000 $ 160,000
American Pioneer Life Ins Co of New York 15,000 15,000
American Progressive Life & Health Ins Co
of N.Y 15,000 15,000
American Public Entity Excess Pool 25,000 25,000
American Republic Insurance Company 440,000 440,000
Amwest Surety Insurance Company 140,000 140,000
Aristeia International Limited 2,177,000 2,177,000
Aristeia Trading LLC 1,823,000 1,823,000
Associated Electric & Gas Insurance
Services Limited 400,000 400,000
Associated Physicians Insurance Company 15,000 15,000
Baltimore Life Insurance Company 45,000 45,000
Bancroft Convertible Fund, Inc. 1,000,000 1,000,000
Bank of America Convertible Securities Fund 410,000 410,000
BCS Life Insurance Company 170,000 170,000
Blue Cross of the Rochester Area Inc
c/o Income Research & Management 2,700,000 2,700,000
Blue Shield of the Rochester Area
c/o Income Research & Management 910,000 910,000
BS Debt Income Fund - Class A 15,000 15,000
CALAMOS Convertible Fund 2,450,000 2,450,000
CALAMOS Growth and Income Fund 430,000 430,000
Canadian Imperial Holdings Inc 4,000,000 4,000,000
Care America Life Insurance Company 25,000 25,000
Catholic Relief Insurance Company of America 130,000 130,000
Century National Insurance Company 260,000 260,000
Champion International Corporation Master
Retirement Trust 2,125,000 2,125,000
Chicago Mutual Insurance Company 10,000 10,000
Principal Principal
Amount Amount of
of Debentures
Debentures to be
Beneficially Offered
Name of Selling Securityholder(s): Owned for Sale
- --------------------------------- ----- --------
Chrysler Corporation Master Retirement Trust 2,480,000 2,480,000
Chrysler Insurance Company 2,200,000 2,200,000
Combined Insurance Company of America 855,000 855,000
Commonwealth Dealers Life Insurance 90,000 90,000
Concord Life Insurance Company 130,000 130,000
Condor Insurance Company 35,000 35,000
CSA Fraternal Life Insurance Company 70,000 70,000
Delta Airlines Master Trust 5,330,000 5,330,000
Dorinco Reinsurance Company 1,500,000 1,500,000
Ellsworth Convertible Growth and Income
Fund, Inc. 1,000,000 1,000,000
Equity Income Fund 3,300,000 3,300,000
Farmers Home Mutual Insurance Company 130,000 130,000
Federated Rural Electric Insurance Corp. 100,000 100,000
Financial American Life Insurance Company 30,000 30,000
Finger Lakes Long Term Care Insurance Co.
c/o Income Research & Management 420,000 420,000
First Delaware Insurance Company 10,000 10,000
First Mercury Insurance Company 130,000 130,000
First Patriot Insurance Company 20,000 20,000
Frontier Insurance Company 280,000 280,000
General Electric Mortgage Insurance
Company 5,000,000 5,000,000
Genesee County Employees' Retirement
System 650,000 650,000
Goodville Mutual Casualty Company 10,000 10,000
Gopher State Mutual Insurance Company 35,000 35,000
Grain Dealers Mutual Insurance 50,000 50,000
Guarantee Trust Life Insurance Company 260,000 260,000
<PAGE>
Principal Principal
Amount Amount of
of Debentures
Debentures to be
Beneficially Offered
Name of Selling Securityholder(s): Owned for Sale
- --------------------------------- ----- --------
Guaranty Income Life Insurance Company 130,000 130,000
Holy Family Society 20,000 20,000
Illinois Founders Insurance Company 60,000 60,000
Illinois Health Care Insurance Company 90,000 90,000
Indiana Lumbermens Mutual Insurance
Company 400,000 400,000
Integrity Mutual Insurance Company 250,000 250,000
ISBA Mutual Insurance Company
(Illinois State Bar Association) 70,000 70,000
Kanawha Insurance Company 40,000 40,000
Kettering Medical Center Funded Depreciation
Account 200,000 200,000
Lebanon Mutual Insurance Company 20,000 20,000
Lincoln Mutual Life Insurance Company 45,000 45,000
Lone Star Life Insurance Company 700,000 700,000
MedAmerica Insurance Co.
c/o Income Research & Management 940,000 940,000
Medico Life Insurance Company 230,000 230,000
Medmarc Insurance Company 180,000 180,000
Merril Lynch Pierce Fenner & Smith Inc. 500,000 500,000
Michigan Mutual Insurance Company 2,000,000 2,000,000
Mid America Life Insurance Company 90,000 90,000
Middle Cities Risk Management Trust 50,000 50,000
Midwest Security Life 70,000 70,000
Midwestern National Life Insurance
Co of Ohio 130,000 130,000
Millers Casualty Insurance Company of Texas 70,000 70,000
Millers Mutual Fire Insurance Company
of Texas 1,400,000 1,400,000
Millville Mutual Insurance Company 20,000 20,000
Mutual Protective Insurance Company 260,000 260,000
NCMIC 300,000 300,000
New Castle Mutual Insurance Company 15,000 15,000
OCM Convertible Trust 3,490,000 3,490,000
Old Guard Fire Insurance Company 40,000 40,000
Old Guard Insurance Company 130,000 130,000
Ozark National Life Insurance Company 290,000 290,000
Pacific Horizon Capital Income Fund 4,400,000 4,400,000
Pacific Innovation Trust Capital Income
Fund 180,000 180,000
Partner Reinsurance Company Ltd. 345,000 345,000
Phico Insurance Company 200,000 200,000
Physicians Mutual Insurance Company 100,000 100,000
Physicians' Reciprocal Insurers Account #7 1,800,000 1,800,000
Pioneer Insurance Company 50,000 50,000
Police & Fireman's Insurance Association 80,000 80,000
Principal Principal
Amount Amount of
of Debentures
Debentures to be
Beneficially Offered
Name of Selling Securityholder(s): Owned for Sale
- --------------------------------- ----- --------
Port Authority of Allegheny County Retirement
and Disability Allowance Plan for the
Employees Represented by Local 85 of the
Amalgamated Transit Union 3,075,000 3,075,000
Public Service Mutual Insurance Company 900,000 900,000
Raytheon Company Master Pension Trust 1,180,000 1,180,000
Reassurance Company of Hanover 130,000 130,000
RJR Nabisco, Inc. Defined Benefit Master
Trust 1,600,000 1,600,000
Secura Insurance, A Mutual Company 220,000 220,000
Security Mutual Life Insurance 40,000 40,000
Service Life and Casualty Insurance
Company 25,000 25,000
Service Lloyd Insurance Company 25,000 25,000
Southern Farm Bureau Life Insurance
Company 1,500,000 1,500,000
Southern Farm Bureau Life Insurance - FRIC 400,000 400,000
SPT 1,600,000 1,600,000
Standard Mutual Insurance Company 70,000 70,000
Starvest Managed Fund 175,000 175,000
State Employees Retirement Fund of the
State of Delaware 810,000 810,000
State of Connecticut Combined Investment Funds 2,795,000 2,795,000
Susquehanna Capital Group 725,000 725,000
Texas Builders Insurance Company 100,000 100,000
The Dow Chemical Company Employees'
Retirement Plan 4,325,000 4,325,000
The Fondren Foundation 170,000 170,000
Transguard Insurance Company Inc 200,000 200,000
Tufts Associated Health Plan
c/o Income Research & Management 680,000 680,000
Unifi, Inc. Profit Sharing Plan and Trust 400,000 400,000
United Food and Commercial Workers Local
1262 and Employers Pension Fund 1,100,000 1,100,000
United National Insurance Company 1,300,000 1,300,000
United Teachers Associates 400,000 400,000
University of Massachusetts Medical Center
c/o Income Research & Management 600,000 600,000
Utica First Insurance Company 30,000 30,000
Univar Corporation 800,000 800,000
Vanguard Convertible Securities Fund, Inc. 2,015,000 2,015,000
Washington International Insurance Company 70,000 70,000
Westward Life Insurance Company 20,000 20,000
Wisconsin Lawyers Mutual Insurance Company 100,000 100,000
Wisconsin Mutual Insurance Company 130,000 130,000
World Insurance Company 160,000 160,000
The Debentures being offered by the Selling Securityholders hereby
represent all of the Debentures beneficially owned by the Selling
Securityholders as of April 27, 1998. 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 April 30, 1998.
