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 FEBRUARY 4, 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)
---- ---------------- ----------- -------------- ----------
Citigroup Global Markets Inc. (2) $ 1,145,000 * -- 11,116
Goldman Sachs & Co. (3) 1,576,000 * 52,449 15,300
Hamilton Multi-Strategy Master Fund, LP (4) 11,120,000 1.85 -- 107,960
Jefferies & Co. Inc. 100,000 * -- 970
Salomon Brothers Asset Management (5) 6,125,000 1.02 -- 59,465
----------
* 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) Citigroup Global Markets Inc. was one of the initial purchasers of the
notes. Additionally, Citigroup Global Markets Inc. owns $50,712,000
aggregate principal amount of Omnicom Group Inc.'s Liquid Yield Option
Notes (TM) due 2031. The 2031 Notes are convertible into 460,972 shares of
Omnicom Group Inc.'s common stock.
(3) Goldman Sachs & Co. was one of the initial purchasers of the notes and was
previously listed as holding $15,000,000 of the notes. Additionally,
Goldman Sachs & Co. owns $2,475,000 aggregate principal amount of Omnicom
Group Inc.'s Liquid Yield Option Notes (TM) due 2031 and $2,228,000
aggregate principal amount of Omnicom Group Inc.'s Zero Coupon Zero Yield
Convertible Notes due 2032. The 2031 Notes are convertible into 22,497
shares of Omnicom Group Inc.'s common stock and the 2032 Notes are
convertible into 20,252 shares of Omnicom Group Inc.'s common stock.
Goldman Sachs & Co. also holds options to purchase an additional 56,300
shares of Omnicom Group Inc.'s common stock. This information supercedes
all prior information regarding Goldman Sachs & Co.
(4) This selling securityholder was previously listed as holding $9,500,000 of
the notes. This information supercedes all prior information regarding
Hamilton Multi-Strategy Master Fund, LP.
(5) Salomon Brothers Asset Management, or SBAM, is an affiliate of Citigroup
Global Markets Inc., one of the initial purchasers of the notes. SBAM acts
as a discretionary investment advisor for General Motors Investment Corp.,
on whose behalf SBAM holds $4,500,000 aggregate principal amount of the
notes, Kemper Fund, on whose behalf SBAM holds $125,000 aggregate
principal amount of the notes, and Smith Barney Convertible Fund, on whose
behalf SBAM holds $1,500,000 aggregate principal amount of the notes.
Accordingly, SBAM may be deemed to be the beneficial owner of all
$6,125,000 aggregate principal amount of the notes.
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.