424B3 1 e20687_424b3.txt FORM 424B3 FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-108611 $600,000,000 OMNICOM GROUP INC. OMNICOM CAPITAL INC. OMNICOM FINANCE INC. Zero Coupon Zero Yield Convertible Notes Due 2033 PROSPECTUS SUPPLEMENT DATED APRIL 8, 2005 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 entity as a selling securityholder in the prospectus and to list its total amount 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) ---- ---------------- ----------- -------------- ---------- Goldman Sachs & Co. (2) 10,000,000 1.67 89,238 97,087
---------- * 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. Upon conversion, the notes will receive cash for the initial principal amount and cash or shares representing the difference between the conversion value and the initial principal amount of the notes. 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 or cash amount payable upon conversion of the notes may increase or decrease in the future. (2) Goldman Sachs & Co. was one of the initial purchasers of the notes and was previously listed as holding $1,276,000 of the notes. This information supercedes all prior information regarding Goldman Sachs & Co. Additionally, Goldman Sachs & Co. owns $1,199,000 aggregate principal amount of Omnicom Group Inc.'s Liquid Yield Option (TM) Notes due 2031 and $11,560,000 aggregate principal amount of Omnicom Group Inc.'s Zero Coupon Zero Yield Convertible Notes due 2032. The 2031 Notes are convertible into 10,898 shares of Omnicom Group Inc.'s common stock and the 2032 Notes are convertible into 105,080 shares of Omnicom Group Inc.'s common stock. 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.