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
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This document supplements the Prospectus dated March 6, 1998 relating to
(i) $230,000,000 aggregate principal amount of 2 1/4% 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 June 22, 1998 the closing price of the Common Stock as
reported on the New York Stock Exchange was $47.125 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 Amount Principal Amount
of Debentures of Debentures to be
Name of Selling Securityholder(s) Beneficially Owned Offered for Sale
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Key Asset Management, Inc. as
Investment Manager for the
Health Foundation of Greater
Cincinnati (formerly known as
The ChoiceCare Foundation) $600,000 $600,000
Key Asset Management, Inc. as
Investment Manager for the
Potlatch-First Trust Co.
of St. Paul $170,000 $170,000
Key Asset Management, Inc. as
Investment Manager for the
University of So. Florida Fdn. $45,000 $45,000
Key Asset Management, Inc.
as Agent for the Key Tr.
Convertible Sec. Fd. $79,000 $79,000
Key Asset Management, Inc. as
Agent for the EB Convertible
Sec. Fd. $400,000 $400,000
Key Asset Management, Inc. as
Agent for the Field Fdn.
of Illinois $20,000 $20,000
Key Asset Management, Inc. as
Agent for the GenCorp Fdn. $40,000 $40,000
Key Asset Management, Inc. as
Agent for the Charitable
Sec. Fd. $271,000 $271,000
Key Asset Management, Inc. as
Agent for the Victory
Convertible Sec. Fd. $325,000 $325,000
Key Asset Management, Inc. as
Investment Manager for the
JC Penney Life Insurance Co. $500,000 $500,000
Key Asset Management, Inc. as
Investment Manager for the
General Electric Mortgage
Insurance Co. $1,875,000 $1,875,000
Sage Capital $1,250,000 $1,250,000
The Debentures being offered by the Selling Securityholders hereby
represent all of the Debentures beneficially owned by the Selling
Securityholders as of June 22, 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 June 24, 1998.
