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 February 19, 1999 the closing price of the Common Stock as
reported on the New York Stock Exchange was $65.0625 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
of Debentures Debentures to be
Name of Selling Securityholder(s) Beneficially Owned Offered for Sale
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Deutsche Bank Securities Inc. (1) $ 90,000 $ 90,000
Warburg Dillon Read LLC (2) 550,000 550,000
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(1) Deutsche Bank Securities Inc. currently holds Common Stock of the Company
and Deutsche Bank Securities Inc. and its affiliated companies and/or
individuals may, from time to time own, have positions in, or hold options
in, Company securities and may also perform advisory services and/or have
lending or other credit relationships with the Company.
(2) Warburg Dillon Read LLC currently holds Common Stock of the Company and the
Company's 4 1/4% Convertible Subordinated Debentures due 2007.
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 February 19, 1999.
Except as described in the footnotes above and 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 February 24, 1999.
