PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 11, 1997)
OMNICOM GROUP INC.
$218,500,000 Principal Amount of
4 1/4% Convertible Subordinated Debentures due 2007
(Interest Payable January 3 and July 3)
6,936,508 Shares of Common Stock
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This document supplements the Prospectus dated March 11, 1997 relating to
(i) $218,500,000 aggregate principal amount of 4 1/4% Convertible Subordinated
Debentures due 2007 (the "Debentures") of Omnicom Group Inc., a New York
corporation ("Omnicom" or the "Company"), and (ii) 6,936,508 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 1997 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 January 4, 1999 the closing price of the Common Stock as
reported on the New York Stock Exchange was $57.8125 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 pages 19 and 20 of the Prospectus), the
following information is provided with respect to the beneficial owners of the
Debentures:
<TABLE>
<CAPTION>
Principal Amount of Principal Amount of
Debentures Beneficially Debentures to be
Name of Selling Securityholder(s) Owned Offered for Sale
-------------------------------- ---------------------- ----------------
<S> <C> <C>
Key Asset Management, Inc. as Investment Manager
for the Potlatch-First Trust Co. of St. Paul $410,000 $410,000
Key Asset Management, Inc. as Investment Manager
for the University of So. Florida Fdn. 125,000 125,000
Key Asset Management, Inc. as Agent for the Key Tr.
Convertible Sec. Fd. 182,000 182,000
Key Asset Management, Inc. as Agent for the EB
Convertible Sec. Fd. 900,000 900,000
Key Asset Management, Inc. as Agent for the Field
Fdn. of Illinois. 70,000 70,000
Key Asset Management, Inc. as Agent for the
GenCorp. Fdn. 110,000 110,000
Key Asset Management, Inc. as Agent for the Charitable
Sec. Fd. 618,000 618,000
McMahan Securities Company, L.P. 57,000 57,000
Salomon Smith Barney Inc. 60,000 60,000
</TABLE>
The Debentures being offered by the Selling Securityholders hereby
represent all of the Debentures beneficially owned by the Selling
Securityholders as of January 4, 1999. 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 January 6, 1999.
