FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-86194
$900,000,000
OMNICOM GROUP INC.
Zero Coupon Zero Yield Convertible Notes Due 2032
PROSPECTUS SUPPLEMENT DATED AUGUST 7, 2002
TO PROSPECTUS DATED JUNE 3, 2002
The selling securityholders table on pages 32-33 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 2032:
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)
---- ---------------- ----------- -------------- ----------
ADI Alternative Investment 1,500,000 * -- 13,636
Highbridge International LLC 20,000,000 2.2% -- 181,000
Peoples Benefit Life Insurance
Company - Teamsters 8,000,000 * -- 72,720
Retail Clerks Pension Trust 4,000,000 * -- 36,360
Salomon Smith Barney Inc.(2) 37,645,000 4.2% -- 342,193
St. Albans Partners Ltd. 3,000,000 * -- 27,270
Yield Strategies Fund I, L.P. 5,000,000 * -- 45,450
----------
(1) Assumes conversion of all the holder's notes at a conversion rate of 9.09
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 $27,645,000
of the notes. This information supercedes all prior information regarding
Salomon Smith Barney Inc.
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.