NCS HEALTHCARE INC
8-K, 1998-01-16
DRUG STORES AND PROPRIETARY STORES
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C. 20549

                                  ---------


                                   FORM 8-K

                                CURRENT REPORT



    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                       Date of Report: January 6, 1998
                                       ---------------
                      (Date of earliest event reported)



                             NCS HEALTHCARE, INC.
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)



         Delaware                      0-027602               34-1816187
- ----------------------------         -----------         ------------------
(State or other jurisdiction         (Commission           (I.R.S. employer
      of incorporation)              file number)         identification no.)




          3201 Enterprise Parkway, Suite 220, Beachwood, Ohio 44122
          ---------------------------------------------------------
          (Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code: (216) 514-3350
                                                    --------------


<PAGE>   2
ITEM 5. OTHER EVENTS

     On January 6, 1998, NCS HealthCare, Inc., a Delaware corporation, issued 
the press release filed as Exhibit 99.1 to this report.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

        (c) EXHIBITS

              EXHIBIT NO.

                99.1        Press Release of the Company, dated January 6, 1998


<PAGE>   3
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             NCS HEALTHCARE, INC.

                                         By: /s/ Jeffrey R. Steinhilber
                                             ------------------------------
                                             Jeffrey R. Steinhilber,
                                             Senior Vice President and
                                             Chief Financial Officer

Date: January 16, 1998



<PAGE>   1
                                                                 Exhibit 99.1

LOGO    NCS HEALTHCARE, INC.
        --------------------------------------------------------------------

                                   F O R   I M M E D I A T E   R E L E A S E


      NCS HEALTHCARE TO ACQUIRE ECKERD'S LONG-TERM CARE PHARMACY BUSINESS

Cleveland, Ohio (January 6, 1998) -- NCS HealthCare, Inc. (Nasdaq:NCSS) today
announced that it has signed a definitive agreement to acquire the long-term
care pharmacy assets of Greenwood Pharmacy and Managed Pharmacy Services,
affiliates of Eckerd Corporation. Eckerd Corporation is a wholly owned
subsidiary of JCPenney Company, Inc. (NYSE:JCP). Closing of the transaction is
subject to customary closing conditions, including regulatory approval.

The business, which is based in Sharon, Pennsylvania, provides institutional
pharmacy and ancillary services to over 42,000 long-term care residents in New
York, North Carolina and Pennsylvania. Annualized revenues are approximately
$75.0 million. Terms of the transaction were not disclosed.

Kevin B. Shaw, President and CEO of NCS HealthCare, commented, "This is an
important transaction for NCS because of its size and strategic value. It will
increase the number of residents we serve by 25% and will complement our
existing operations in three states. We look forward to implementing our
purchasing and formulary programs, and to introducing NCS' ASTRAL line of
software products and services. ASTRAL provides instant access to information
for nursing staffs and streamlines communication, thereby improving the delivery
of care to residents served by our company." 

"NCS has competed with and admired these pharmacy operations for many years. We
are pleased to welcome Eckerd's customer-oriented associates to NCS and believe
this will be a winning combination," added Shaw. 

"We believe that NCS is an excellent fit for our long-term care pharmacy
business," remarked Frank Newman, Chairman, President and CEO of Eckerd
Corporation. "These operations provided no tangible synergy with our core PBM
and retail pharmacy businesses."

- ------------------------------------------------------------------------------
3201 ENTERPRISE PARKWAY - SUITE 220 - BEACHWOOD, OH 44122 - 216-514-3350 - FAX
216-464-8376

 
<PAGE>   2
NCS HealthCare, Inc. is a leading independent provider of pharmacy and related
services to long-term care and acute care facilities, including skilled nursing
centers, assisted living facilities and hospitals. NCS currently serves over
170,000 residents of long-term care facilities in twenty-eight states and
manages hospital pharmacies in nineteen states.

Eckerd Corporation is one of America's largest retail drug chains. Eckerd
operates approximately 2,800 drug stores in twenty-three states and over 700
Eckerd Express one-hour photo labs in twelve states.

Except for the historical financial information contained in this press release,
certain statements in this release are forward looking statements. Factors that
may cause actual results to differ materially from those in the forward
looking statements include the availability and cost of attractive acquisition
candidates, continuation of various trends in the long-term care market,
competition among providers of long-term care pharmacy services and other risks
and uncertainties described in the Company's SEC reports. 

Contact: Kristen H. Schulz
         Director of Investor Relations
         (216) 514-3350 




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