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 March 15, 1999 the closing price of the
Common Stock as reported on the New York Stock Exchange was $69.50 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 March 15, 1999(1) Offered for Sale
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Frank William Palmer 65,291 15,000
Helene Bernadette Leggatt 4,192 561
Walter John Kulyk 365 365
(1) Includes (a) 50,291 shares of Common Stock which Frank William Palmer has
the right to acquire upon the exchange of 50,291 Exchangeable Shares and
(b) 3,631 shares of Common Stock which Helene Bernadette Leggatt has the
right to acquire upon the exchange of 3,631 Exchangeable Shares.
Except for the purchase of the shares of Common Stock 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 March 19, 1999.
