FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-108611
$600,000,000
OMNICOM GROUP INC.
Zero Coupon Zero Yield Convertible Notes Due 2033
PROSPECTUS SUPPLEMENT DATED JANUARY 14, 2004
TO PROSPECTUS DATED NOVEMBER 5, 2003
The selling securityholders table on pages 33-34 of the prospectus is
hereby further amended to update the information to include the following
entities as selling securityholders in the prospectus and to list their total
respective amounts of Zero Coupon Zero Yield Convertible Notes due 2033:
AGGREGATE
PRINCIPAL AMOUNT COMMON COMMON
OF NOTES AT PERCENTAGE STOCK STOCK
MATURITY THAT OF NOTES OWNED PRIOR TO REGISTERED
NAME MAY BE SOLD OUTSTANDING CONVERSION HEREBY(1)
---- ---------------- ----------- -------------- ----------
Geode U.S. Convertible Arbitrage Fund $ 3,000,000 * -- 29,126
J.P. Morgan Securities Inc.(2) 46,725,000 7.79 -- 453,639
Oppenheimer Convertible Securities Fund(3) 5,000,000 * -- 48,543
Waterstone Market Neutral Fund, LP(4) 878,000 * -- 8,524
Waterstone Market Neutral Offshore Fund, Ltd.(5) 6,122,000 1.02 -- 59,436
----------
* Less than 1%
(1) Assumes conversion of all the holder's notes at a conversion rate of
9.7087 shares of common stock per $1,000 principal amount at maturity of
the notes. However, this conversion rate will be subject to adjustment as
described under "Description of the Notes -- Conversion Rights." As a
result, the amount of common stock issuable upon conversion of the notes
may increase or decrease in the future.
(2) This selling securityholder was previously listed as holding $43,725,000
of the notes. This information supercedes all prior information regarding
J.P. Morgan Securities Inc.
(3) This selling securityholder was previously listed as holding $4,000,000 of
the notes. This information supercedes all prior information regarding
Oppenheimer Convertible Securities Fund.
(4) This selling securityholder was previously listed as holding $406,000 of
the notes. This information supercedes all prior information regarding
Waterstone Market Neutral Fund, LP.
(5) This selling securityholder was previously listed as holding $1,623,000 of
the notes. This information supercedes all prior information regarding
Waterstone Market Neutral Offshore Fund, Ltd.
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 notes and common stock may be
known by certain holders thereof not named in the preceding table, with whom we
believe we have no affiliation. Information about the selling securityholders
may change over time. Any changed information will be set forth in supplements
of amendments to this prospectus.