PROSPECTUS SUPPLEMENT (To Prospectus Dated May 4, 2000) OMNICOM GROUP INC. 110,000 Shares of Common Stock ($.15 Par Value) ---------- This document supplements the Prospectus dated May 4, 2000 relating to 110,000 shares of common stock, par value $.15 per share (the "Common Stock"), of the Omnicom Group Inc., a New York corporation (the "Company"). Each share of Common Stock offered hereby was issued upon the exchange of an exchangeable share (an "Exchangeable Share") of TAI Acquisition Inc. ("TAI"), a corporation organized under the laws of the Province of Ontario. TAI issued Exchangeable Shares to the selling shareholders, all of whom are residents of Canada, as partial consideration for the common shares, preference shares and Class A preference shares of Tudhope Associates Inc., a corporation organized under the laws of the Province of Ontario ("Tudhope"). This Prospectus Supplement is incorporated by reference into the Prospectus, and all terms used herein shall have the meaning assigned to them in the Prospectus. On February 28, 2001, the closing price of the Common Stock as reported on the New York Stock Exchange was $90.69 per share. The Common Stock is traded under the symbol "OMC." The Selling Shareholders do not own in excess of 1% of the Common Stock of the Company and since the Selling Shareholders may sell all, some or none of the shares of Common Stock offered hereby, no estimate can be made of the aggregate number of shares of Common Stock that will be owned by the Selling Shareholders upon completion of the offering to which this Prospectus Supplement relates. In accordance with the Section of the Prospectus entitled "Selling Shareholders" (which appears on page 7 of the Prospectus), the following information is provided with respect to the beneficial owners of the Common Stock: Amount of Shares Amount of Beneficially Owned Shares to be Name of Selling Shareholder(s) as of February 28, 2001 Offered for Sale ------------------------------ ----------------------- ---------------- Beverley W. Tudhope 11,694 11,694 Ian C. Tudhope 11,694 11,694 Except for the purchase of the shares of Common Stock, the Selling Shareholders have not had a material relationship with the Company or any of its affiliates within the past three years. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITY COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- The date of this Prospectus Supplement is March 5, 2001.