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 DECEMBER 8, 2003
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)
---- ---------------- ----------- -------------- ----------
ADI Alternative Investments
c/o Kallista Master Fund $11,500,000 1.92 -- 111,650
Advisory Convertible Arbitrage Fund (I) L.P. 1,000,000 * -- 9,708
Akanthos Arbitrage Master Fund, L.P. (2) 12,500,000 2.08 -- 121,358
Canadian Imperial Holdings Inc. (3) 15,000,000 2.50 -- 145,630
Clinton Riverside Convertible
Portfolio Limited (4) 8,220,000 1.37 -- 79,805
Credit Lyonnais Securities (USA) Inc. 7,500,000 1.25 -- 72,815
Goldman Sachs & Co. (5) 15,000,000 2.50 43,874 145,630
KBC Financial Products (Cayman Islands) Ltd. 20,000,000 3.33 -- 194,174
KBC Financial Products USA Inc. 3,880,000 * -- 37,669
Man Convertible Bond Master
Fund, Ltd. 7,977,000 1.33 -- 77,446
ManMAC2 Limited 5,880,000 * -- 57,087
Oppenheimer Convertible Securities Fund 4,000,000 * -- 38,843
St. Thomas Trading, Ltd. 14,023,000 2.34 -- 136,145
Teachers Insurance and Annuity Association
of America (6) 25,000,000 4.17 -- 242,717
Wachovia Capital Markets LLC 15,000,000 2.50 -- 145,630
----------
* 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 7,500,000 of
notes. This information supercedes all prior information regarding
Akanthos Arbitrage Master Fund, L.P.
(3) This selling securityholder was previously listed as holding 12,500,000 of
notes. This information supercedes all prior information regarding
Canadian Imperial Holdings Inc.
(4) This selling securityholder was previously listed as holding 6,845,000 of
notes. This information supercedes all prior information regarding Clinton
Riverside Convertible Portfolio Limited.
(5) Goldman Sachs & Co. was one of the initial purchasers of the notes.
Additionally, Goldman Sachs & Co. owns $4,450,000 aggregate principal
amount of Omnicom Group Inc.'s Liquid Yield Option Notes 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 40,450 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 21,300
shares of Omnicom Group Inc.'s common stock.
(6) This selling securityholder was previously listed as holding $15,000,000
of the notes. This information supersedes all prior information regarding
Teachers Insurance and Annuity Association of America.
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.