PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 26, 2001)
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-55386
$850,000,000
OMNICOM GROUP INC.
Liquid Yield Option(TM) Notes due 2031
(Zero Coupon-Senior)
This prospectus supplement relates to the resale by the selling
securityholders of Liquid Yield Option(TM) Notes (Zero Coupon -- Senior) due
2031 (the "LYONs") of Omnicom Group Inc. and the shares of common stock issuable
upon the conversion and/or redemption of the LYONs.
This prospectus supplement should be read in conjunction with the
prospectus dated February 26, 2001, which is to be delivered with this
prospectus supplement. All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.
The following information replaces in its entirety the information
provided in the prospectus under the caption "Selling Securityholders."
SELLING SECURITYHOLDERS
The LYONs were originally issued by us and sold by Merrill Lynch, Pierce,
Fenner & Smith Incorporated in a transaction exempt from the registration
requirements of the Securities Act to persons reasonably believed by Merrill
Lynch to be "qualified institutional buyers" (as defined by Rule 144A under the
Securities Act). The selling securityholders (which term includes their
transferees, pledgees, donees or successors) may from time to time offer and
sell pursuant to this prospectus, as amended or supplemented, any and all of the
LYONs and the shares of common stock issuable upon conversion and/or redemption
of the LYONs.
Set forth below are the names of each selling securityholder, the
principal amount of LYONs that may be offered by such selling securityholder
pursuant to this prospectus, as amended or supplemented, and the number of
shares of common stock into which such LYONs are convertible. Unless set forth
below, none of the selling securityholders has had a material relationship with
us or any of our predecessors or affiliates within the past three years.
The following table sets forth certain information received by us on or
prior to March 6, 2001. However, any or all of the LYONs or common stock listed
below may be offered for sale pursuant to this prospectus, as amended or
supplemented, by the selling securityholders from time to time. Accordingly, no
estimate can be given as to the amounts of LYONs or common stock that will be
held by the selling securityholders upon consummation of any such sales. In
addition, the selling securityholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their LYONs since the
date on which the information regarding their LYONs was provided, in
transactions exempt from the registration requirements of the Securities Act.
Aggregate Principal Amount Percentage Common Stock Common Stock
of LYONs at Maturity of LYONs Owned Prior Registered
Name that may be Sold Outstanding to Conversion Hereby(1)
------------------------------------------------- -------------------------- ----------- ------------- -----------
AIG SoundShore Holdings Ltd. ......................... $ 6,451,000 * -- 58,639
AIG SoundShore Opportunity Holding Fund Ltd. ......... 7,328,000 * -- 66,611
AIG SoundShore Strategic Holding Fund Ltd. ........... 4,221,000 * -- 38,368
Arpeggio Fund, L.P. .................................. 1,000,000 * -- 9,090
Bear, Stearns & Co., Inc. ............................ 2,500,000 * -- 22,725
HighBridge International LLC ......................... 30,000,000 3.53% -- 272,700
IMF Convertible Fund ................................. 700,000 * -- 6,363
Investcorp - SAM Fund Ltd. ........................... 3,200,000 * -- 29,088
KBC Financial Products USA ........................... 1,000,000 * -- 9,090
Merrill Lynch, Pierce, Fenner & Smith Incorporated(2) 15,100,000 1.78% -- 137,259
Morgan Stanley & Co. Incorporated(3) ................. 15,000,000 1.76% -- 136,350
Nomura Securities International, Inc. ................ 15,000,000 1.76% 307,158 136,350
Onyx Fund Holdings, LDC .............................. 12,000,000 1.41% -- 109,080
R2 Investments, LDC .................................. 122,000,000 14.35% -- 1,108,980
Rhapsody Fund, LP .................................... 3,700,000 * -- 33,633
Royal Bank of Canada ................................. 6,000,000 * 95,033 54,540
SAM Investments LDC .................................. 50,000,000 5.88% -- 454,500
St. Albans Partners Ltd. ............................. 13,000,000 1.53% -- 118,170
Tribeca Investments LLC .............................. 25,000,000 2.94% -- 227,250
White River Securities L.L.C. ........................ 2,500,000 * -- 22,725
All other holders of LYONs or future transferees,
pledgees, donees or successors of any
such holders(4)(5) ................................. 514,300,000 65.06% -- 4,674,989
------------ ------- ------- ----------
Total .............................................. $850,000,000 100.00% 402,191 7,726,500
============ ======= ======= =========
* Less than 1%
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(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
9.09 shares of common stock per $1,000 principal amount at maturity of the
LYONs. However, this conversion rate will be subject to adjustment as
described under "Description of the LYONs -- Conversion Rights." As a
result, the amount of common stock issuable upon conversion of the LYONs
may increase or decrease in the future.
(2) Merrill Lynch, Pierce, Fenner & Smith Incorporated was the initial
purchaser in the private placement on February 7, 2001 in which the LYONs
were originally issued. Merrill Lynch has advised us that it is not aware
of any position, office or directorship relationship that it has had with
Omnicom or its affiliates. However, Merrill Lynch has advised us that it
may have, from time to time, acted in a financial investment advisory
capacity to Omnicom.
(3) Morgan Stanley & Co. Incorporated was the initial purchaser in the
offering of $230,000,000 aggregate principal amount of 2 1/4% convertible
subordinated debentures due 2013 on January 6, 1998 by Omnicom.
(4) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(5) Assumes that any other holders of LYONs, or any future transferees,
pledgees, donees or successors of or from any such other holders of LYONs,
do not beneficially own any common stock other than the common stock
issuable upon conversion of the LYONs at the initial conversion rate.
The preceding table has been prepared based upon information furnished to
us by the selling securityholders named in the table. From time to time,
additional information concerning ownership of the LYONs and common stock may
rest with certain holders thereof not named in the preceding table, with whom we
believe we have no affiliation. Information about the selling securityholders
may change from over time. Any changed information will be set forth in
prospectus supplements.
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The date of this Prospectus Supplement is March 9, 2001.
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(TM) Trademark of Merrill Lynch & Co., Inc.