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 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 May 27, 1998 the closing price of the Common Stock as
reported on the New York Stock Exchange was $46.875 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
- --------------------------------- ------------------ -------------------
Amerisure Companies/Michigan
Mutual Insurance Company $ 180,000 $ 180,000
Donaldson, Lufkin & Jenrettte
Securities Corp. 225,000 225,000
Jefferies & Company 1,000,000 1,000,000
LB Series Fund, Inc. -
Income Portfolio 850,000 850,000
Lord Abbett & Co. for
ILA Annuity & Co. 1,000,000 1,000,000
Lutheran Brotherhood 4,000,000 4,000,000
Lutheran Brotherhood Income Fund 600,000 600,000
The Travelers Indemnity Company(1) 2,800,000 2,800,000
The Travelers Insurance Company(2) 1,800,000 1,800,000
The Travelers Life & Annuity
Company(3) 200,000 200,000
Travelers Managed Assets Trust 200,000 200,000
- ----------
(1) Holds $2,858,000 principal amount of registered Debentures.
(2) Holds $1,827,000 principal amount of registered Debentures.
(3) Holds $215,000 principal amount of registered Debentures.
Other than as set forth in the footnotes above, the Debentures being
offered by the Selling Securityholders hereby represent all of the Debentures
beneficially owned by the Selling Securityholders as of May 27, 1998. Except for
purchase of the Debentures and the purchase of the Company's 4 1/4% Convertible
Subordinated Debentures due 2007 by The Travelers Indemnity Company, The
Travelers Insurance Company, The Travelers Life & Annuity Company and Travelers
Managed Assets Trust, 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 May 29, 1998.
