Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OMNICARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1001351
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2800 Chemed Center,
255 East Fifth Street,
Cincinnati, Ohio 45202;
(513) 762-6666
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Cheryl D. Hodges, 2800 Chemed Center, 255 E. Fifth Street
Cincinnati, Ohio 45202; (513) 762-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert Rosenman
Cravath, Swaine & Moore
Worldwide Plaza, 825 Eighth Avenue
New York, New York 10019
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment, check the following
box. [X]
If this Form is filed to register additional securities of an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Title of Each Class Amount Proposed Maximum Aggregate
of Securities to be to be Offering Price Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee
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Common Stock....... 57,244 shares $34.50 $1,974,918 $681
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(1) Estimated solely for the purpose of calculating the registration
fee, based upon the closing price of the Common Stock on the New
York Stock Exchange Composite Tape on September 22, 1995.
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The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of 57,244
shares (the "Shares") of Common Stock of Omnicare, Inc. ("Omnicare" or
the "Company") by the Selling Stockholders named herein under "Selling
Stockholders", who acquired the Shares (or warrants to purchase
Shares) in connection with the acquisition by subsidiaries of Omnicare
of Pioneer I.V., LTD. ("Pioneer") and certain assets of Health
Spectrum, Inc. ("Health Spectrum"). Omnicare will not receive any
proceeds from the sale of the Shares covered by this Prospectus.
The Common Stock is listed on the New York Stock Exchange
under the symbol OCR.
The Shares covered by this Prospectus may be offered for
sale from time to time on the New York Stock Exchange or otherwise, at
prices then obtainable. The Company has agreed to indemnify the
Selling Stockholders against certain liabilities, including
liabilities under the Securities Act of 1933 (the "Act"). See "Plan of
Distribution".
Certain persons who sell the Shares covered by this
Prospectus, and any broker or dealer to or through whom any such
person shall sell such securities, may be deemed to be underwriters
within the meaning of the Act with respect to the sale of such
securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES 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.
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The date of this Prospectus is , 1995
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR A SOLICITATION WITHIN ANY STATE TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Omnicare is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other information
may be inspected and copied at the public reference facilities
maintained by the Commission at its principal offices at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials
can also be obtained from the Public Reference Section of the
Commission at prescribed rates at the principal offices of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Company's Common Stock is listed on the New York Stock
Exchange (Symbol: OCR), and reports and information concerning the
Company can be inspected at such exchange, 20 Broad Street, New York,
New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Act with respect to the Common Stock
offered hereby (including all amendments and supplements thereto, the
"Registration Statement"). This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth
in the Registration Statement and the exhibits filed therewith, certain
parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning
the provisions of such documents are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto can be
inspected and copied at the public reference facilities and regional
offices referred to above.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by
reference the following documents heretofore filed with the Commission
pursuant to the Exchange Act: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1994, as amended by the Company's
Form 10-K/A-1 filed August 23, 1995; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, and June 30,
1995; and (iii) the Company's Current Report on Form 8-K, filed August
23, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to termination of this offering shall be
deemed to be incorporated in this Prospectus by reference and to be a
part hereof from the respective dates of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which
also is, or is deemed to be, incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered, upon
the written or oral request of any such person, a copy of any and all
of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to
such documents which are not specifically incorporated by reference
into such documents. Requests for such copies should be directed to
Cheryl D. Hodges, Secretary, Omnicare, Inc., 2800 Chemed Center, 255
East Fifth Street, Cincinnati, Ohio 45202-4728, or telephone (513)
762-6666.
THE COMPANY
Omnicare is a leading independent provider of pharmacy
services to long-term care institutions such as nursing homes,
retirement centers and other institutional health care facilities. The
Company purchases, repackages and dispenses prescription and
non-prescription medication, and provides computerized medical
recordkeeping and third-
<PAGE>
party billing for patients in such facilities. The Company also
provides consultant pharmacist services, including monthly patient
drug therapy evaluations, monitoring the control, distribution and
administration of drugs within the nursing facility and assistance in
compliance with state and federal regulations. In addition, the
Company provides ancillary services, such as infusion therapy, and
distributes medical supplies to its client nursing homes. The Company
provides these services to approximately 200,000 residents in
approximately 2,300 nursing homes and other long-term care facilities
principally in the States of Alabama, Idaho, Illinois, Indiana,
Kansas, Kentucky, Massachusetts, Michigan, Missouri, Montana, New
York, North Carolina, Ohio, Oklahoma, Oregon, South Carolina,
Virginia, Washington and West Virginia.
The Company's executive offices are located at 2800 Chemed
Center, 255 East Fifth Street, Cincinnati, Ohio 45202-4728, and its
telephone number is (513) 762-6666.
<PAGE>
SELLING STOCKHOLDERS
Set forth below for each of the three Selling Stockholders,
who acquired Shares (or warrants to purchase Shares) in connection
with the sale of Pioneer or certain of the assets of Health Spectrum
to subsidiaries of Omnicare, are the maximum number of shares that may
be sold by such Selling Stockholder hereunder.
Number of
Selling Stockholder Shares Owned
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Health Spectrum(1) 47,244
Craig E. White(2) 770
Theodore R. Goldsberry(2) 9,230
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(1) Listed below are the stockholders of Health Spectrum and the
beneficial owners of the Shares acquired by Health Spectrum in
connection with its sale of certain assets to a subsidiary of Omnicare
on August 28, 1995:
Percentage of
Health Spectrum
Stockholders Ownership
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Werner G. Nistler, Jr. 66.54%
Thomas L. Biel 17.51%
Charles M. Nistler 7.85%
Steven W. Nistler 0.90%
Jean B. Glanz 0.90%
Bruce S. Dalrymple 0.90%
Thomas J. Moe 1.80%
Darcy E. Strong 1.80%
Edward H. Murphy 0.90%
Bernie L. Neil 0.90%
(2) These Shares are issuable pursuant to currently
exercisable warrants issued by Omnicare in connection with
the sale of Pioneer to a subsidiary of Omnicare on May 19, 1995.
<PAGE>
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with
respect to the Shares. Distribution of the Shares by the Selling
Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the New
York Stock Exchange, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchange or in the
over-the-counter market or (iv) in a combination of any such
transactions. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders and may receive commissions
from the purchasers of Shares for whom they may act as agent. Omnicare
has agreed to indemnify the Selling Stockholders against certain civil
liabilities, including liabilities under the Securities Act.
DESCRIPTION OF COMMON STOCK
The Common Stock has no preemptive rights and no redemption,
sinking fund or conversion provisions. All shares of Common Stock have
one vote on any matter submitted to the vote of stockholders. The
Common stock does not have cumulative voting rights. Upon any
liquidation of the Company, the holders of Common Stock are entitled
to receive, on a pro rata basis, all assets then legally available for
distribution after payment of debts and liabilities and preferences on
preferred stock, if any. Holders of Common Stock are entitled to
receive dividends when and as declared by the Board of Directors out
of funds legally available therefor (subject to the prior rights of
preferred stock, if any). All shares of Common Stock are fully paid
and nonassessable. The Board of Directors, without further action by
the stockholders, is authorized to issue preferred stock in one or
more series and to designate as to any such series the dividend rate,
redemption prices, preferences on liquidation or dissolution, sinking
fund terms, conversion rights, voting rights and any other preferences
or special rights and qualifications.
With certain exceptions, in the event another person owns
10% or more of the Company's stock entitled to vote, a majority of the
<PAGE>
shares not so owned is required to authorize (1) any merger of the
Company with such person, (2) any sale, lease or other disposition of
all or substantially all of the Company's assets to such person or (3)
certain issuances and transfers of securities of the Company to such
person. Directors may be removed without cause only by the affirmative
vote of the holders of two-thirds of the Company's capital stock
entitled to vote on the election of directors. The Board of Directors
of the Company, when evaluating any offer of another person to make a
tender or exchange offer, merge or purchase or otherwise acquire all
or substantially all of the assets of the Company, shall, in
connection with the exercise of its judgment in determining what is in
the best interests of the Company and its stockholders, give due
consideration to all relevant factors, including the social and
economic effects on employees, customers, suppliers and other
constituents of Omnicare and on the communities in which Omnicare
operates or is located. The sections of the Company's Certificate of
Incorporation described in this paragraph may not be altered, amended
or repealed without approval of two-thirds of the outstanding shares
of each class entitled to vote thereon as a class.
EXPERTS
The audited financial statements incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, as amended, have been so
incorporated in reliance on the reports of Price Waterhouse LLP and
BDO Seidman, LLP, independent accountants, to the extent and for the
periods appearing therein, given on the authority of said firms as
experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby
has been passed upon for the Company by Thompson, Hine and Flory.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all
but the SEC fees are estimates) in connection with the issuance of the
Shares being registered hereunder. All such expenses will be borne by
the Company.
SEC Registration fees...................$ 681
Legal fees and expenses.................$10,000
Accounting fees and expenses............$ 2,500
Miscellaneous...........................$ 1,819
Total.................................$15,000
Item 15. Indemnification of Directors and Officers
The Certificate of Incorporation and Bylaws of Omnicare, and
separate Indemnification Agreements, provide for the indemnification
of each director and officer of Omnicare in connection with any claim,
action, suit or proceeding brought or threatened by reason of his or
her position with Omnicare. In addition, the General Corporation Law
of the State of Delaware ("Delaware Law") permits Omnicare to
indemnify its directors, officers and others against judgments, fines,
amounts paid in settlement and attorneys' fees resulting from various
types of legal actions or proceedings if the actions of the party
being indemnified meet the standards of conduct specified in the
Delaware Law.
The Corporation's directors and officers, are, in addition,
insured against loss arising from any claim against them or a wrongful
act or omission with certain exceptions and limitations.
<PAGE>
Item 16. Exhibits.
Each of the following Exhibits is filed herewith or
incorporated by reference in this Registration Statement.
Exhibit
Number Description of Exhibit
- -------- ----------------------
3(a) Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
3(a) to Registration Statement No. 33-59689).
3(b) By-laws of the Company, as amended (incorporated
by reference to Exhibit 3 of the Company's 1994
Annual Report on Form 10-K).
5 Opinion of Thompson, Hine and Flory with respect
to the legality of the securities being
registered.*
23(a) Consent of Price Waterhouse LLP.*
23(b) Consent of BDO Seidman, LLP.*
23(c) Consent of Thompson, Hine and Flory (contained in
Exhibit 5).
*Filed herewith.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933
(the "Act"), each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions described under
Item 15 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (i) and
(ii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that: (1) For
purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective; and (2) For the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on a Form S-3 and has
duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio on the 27th day of September, 1995.
OMNICARE, INC.
By: /s/ Joel F. Gemunder
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Joel F. Gemunder, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Edward L.
Hutton, Joel F. Gemunder and Cheryl D. Hodges his or her true and
lawful attorneys-in-fact and agents, with full power of substitution,
and each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement
on Form S-3, and to perform any acts necessary to be done in order to
file such amendment with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, and
each of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents, or their substitutes, shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<PAGE>
Principal Executive Officers:
/s/Edward L. Hutton Chairman and September 27, 1995
- ------------------------- Director
Edward L. Hutton
/s/Joel F. Gemunder President and September 27, 1995
- -------------------------- Director
Joel F. Gemunder
Principal Financial and Accounting
Officer:
Vice President September 27, 1995
/s/Thomas R. Marsh and Controller
- -------------------------- and Acting Treasurer
Thomas R. Marsh
Directors of the Company:
/s/Ronald K. Baur September 27, 1995
- --------------------------
Ronald K. Baur
/s/Kenneth W. Chesterman September 27, 1995
- --------------------------
Kenneth W. Chesterman
/s/Charles H. Erhart, Jr. September 27, 1995
- --------------------------
Charles H. Erhart, Jr.
/s/Mary Lou Fox September 27, 1995
- --------------------------
Mary Lou Fox
<PAGE>
/s/Cheryl D. Hodges September 27, 1995
- --------------------------
Cheryl D. Hodges
/s/Thomas C. Hutton September 27, 1995
- --------------------------
Thomas C. Hutton
/s/Patrick E. Keefe September 27, 1995
- --------------------------
Patrick E. Keefe
/s/Sandra E. Laney September 27, 1995
- --------------------------
Sandra E. Laney
/s/Andrea R. Lindell September 27, 1995
- --------------------------
Andrea R. Lindell
/s/Sheldon Margen September 27, 1995
- --------------------------
Sheldon Margen
/s/Kevin J. McNamara September 27, 1995
- --------------------------
Kevin J. McNamara
/s/John M. Mount September 27, 1995
- --------------------------
John M. Mount
/s/Timothy S. O'Toole September 27, 1995
- --------------------------
Timothy S. O'Toole
/s/D. Walter Robbins, Jr. September 27, 1995
- --------------------------
D. Walter Robbins, Jr.
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
3(a) Restated Certificate of
Incorporation of the Company
(incorporated by reference
to Exhibit 3(a) to
Registration Statement
No. 33-59689).
3(b) By-laws of the Company, as
amended (incorporated by
reference to Exhibit 3 of
the Company's 1994 Annual
Report on Form 10-K).
5 Opinion of Thompson, Hine
and Flory with respect to
the legality of the
securities being
registered.*
23(a) Consent of Price
Waterhouse LLP.*
23(b) Consent of BDO Seidman, LLP.*
23(c) Consent of Thompson, Hine
and Flory (contained in
Exhibit 5).
*Filed herewith.
Exhibit 5
[LETTERHEAD OF]
THOMPSON, HINE AND FLORY
SEPTEMBER 27, 1995
Omnicare, Inc.
2800 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
Reference is made to the offering for resale by certain
stockholders (the "Stockholders") of Omnicare, Inc., a Delaware
corporation (the "Company"), of up to an aggregate of 57,244 shares of
the Company's Common Stock, par value $1.00 per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 to be filed under the
Securities Act of 1933, as amended (the "Registration Statement"). Of
the 57,244 Shares being registered, 47,244 of such Shares (the
"Acquisition Shares") have been acquired by a Stockholder pursuant to
the Asset Purchase Agreement dated as of August 24, 1995 by and among
HS Acquisition Corp., Health Spectrum, Inc. and the Company, and
10,000 of such Shares (the "Warrant Shares") are to be issued to
certain Stockholders upon the exercise of warrants dated May 19, 1995
to purchase the Warrant Shares (the "Warrants") which were acquired by
such Stockholders pursuant to the Asset Purchase Agreement dated as of
May 19, 1995 by and among Enloe Drugs, Inc. (a subsidiary of the
Company), Pioneer I.V., Ltd., Theodore R. Goldsberry and Craig E.
White.
As counsel for the Company, we have examined and are familiar
with the Company's Restated Certificate of Incorporation and By-Laws,
as amended, and various corporate records and proceedings relating to
the organization of the Company and the issuance of the Shares. Based
upon the foregoing and upon investigation of such other matters as we
consider appropriate to permit us to render an informed opinion, it is
our opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
2. The Acquisition Shares have been duly authorized and are
validly issued, fully paid and nonassessable.
3. The Warrant Shares have been duly authorized and,when
issued in accordance with, and upon exercise of, the Warrants,
will be validly issued, fully paid and nonassessable.
<PAGE>
This opinion is solely for your information in connection with
the Registration Statement and is not to be quoted or otherwise
referred to in any of your financial statements or public releases,
filed with any governmental agency, or given to any other person
without our prior written consent. This opinion may not be relied upon
by any other person, or used by you for any other purpose, without our
prior written consent.
We consent to the use of this opinion as an Exhibit to the
Registration Statement, and we consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus forming a part of
the Registration Statement.
Very truly yours,
/s/Thompson, Hine and Flory
---------------------------
THOMPSON, HINE AND FLORY
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated February 1, 1995 appearing on page 19 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by the Company's Form 10-K/A filed August 23, 1995. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page S-1 of such Annual
Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Cincinnati, Ohio
September 25, 1995
Exhibit 23(b)
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Omnicare, Inc.
Cincinnati, Ohio
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated
July 29, 1994, relating to the combined financial statements of
Evergreen Pharmaceutical, Inc. and Evergreen Pharmaceutical East, Inc.
for the three years in the period ended December 31, 1993 appearing in
the Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1994.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/BDO Seidman, LLP
Seattle, Washington
September 25, 1995
