PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 28, 1998)
219,205 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 219,205 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 Palmer Jarvis Inc. ("PJI"), a
corporation incorporated under the laws of British Columbia, issued in a private
offering in Canada by PJI 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 May 15, 1998 the closing price of the
Common Stock as reported on the New York Stock Exchange was $48.6875 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
the 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 May 15, 1998(1) Offered for Sale
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Frank William Palmer 96,585 21,215
Robert Stanley Whittle 11,386 11,386
Heinz Peter Fassbender 5,827 3,690
Rodney Glen Palson 5,454 1,785
John Leggatt 5,063 2,200
Helene Leggatt 4,091 395
Walter John Kulyk 2,728 2,728
Christian Life Assembly 719 719
Katherine Ann Shapka 567 567
(1) Includes (a) 75,370 shares of Common Stock which Frank William Palmer has
the right to acquire upon the exchange of 75,370 Exchangeable Shares, (b)
2,137 shares of Common Stock which Heinz Peter Fassbender has the right to
acquire upon the exchange of 2,137 Exchangeable Shares, (c) 3,699 shares
of Common Stock which Rodney Glen Palson has the right to acquire upon the
exchange of 3,669 Exchangeable Shares, (d) 2,863 shares of Common Stock
which John Leggatt has the right to acquire upon the exchange of 2,863
Exchangeable Shares and (e) 3,696 shares of Common Stock which Helene
Leggatt has the right to acquire upon the exchange of 3,696 Exchangeable
Shares.
Except for the purchase of the shares of Common Stock, their current
holdings of Exchangeable Shares and their positions with PJI, 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 May 19, 1998.
