OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of
shares (the "Shares") of Common Stock of Omnicare, Inc.
("Omnicare" or the "Company") by the Selling Stockholders
named herein under "Selling Stockholders", who acquired
their Shares in connection with the acquisition by Omnicare
of certain assets of: 1) Western Avenue Pharmacy, Inc., a
Massachussetts corporation; 2) Genovese Drug Stores, Inc., a
Delaware corporation; 3) Consulting and Pharmaceutical
Services, Inc., a Washington corporation; and 4) Shore Park
Pharmacy Inc., a New York corporation. 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 May 8, 1995
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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, 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>3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus
by reference the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, heretofore filed with the
Commission pursuant to the Exchange Act.
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-
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
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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 167,200
residents in approximately 1,890 nursing homes and other
long-term care facilities in the States of Alabama,
Illinois, Indiana, Kansas, Kentucky, Massachusetts,
Michigan, Missouri, Montana, New York, Ohio, Oklahoma,
Oregon, 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.
SELLING STOCKHOLDERS
Set forth below for each of the five Selling
Stockholders, who acquired Shares in connection with
Omnicare's acquisition of certain of such Selling
Stockholder's assets, are the number of Shares that may be
sold by such Selling Stockholder hereunder.
Selling Stockholder Shares Owned
Western Avenue Pharmacy, Inc. F1 21,372
Genovese Drug Stores, Inc. F2 63,550
Consulting and Pharmaceutical Services, Inc. F3 63,424
Les Shafranek F4 22,138
William Gordon F4 22,138
FN
F1 Albert C. Sivo is the sole shareholder of Western
Avenue Pharmacy, Inc. ("Western") and the beneficial owner
of the Shares acquired in connection with the sale of
certain assets of Western to Omnicare.
F2 Genovese Drug Stores, Inc. is a reporting company
under the Exchange Act.
F3 Joseph J. Farina is the sole shareholder of
Consulting and Pharmaceutical Services, Inc. ("CPS") and the
beneficial owner of the Shares acquired in connection with
the sale of certain assets of CPS to Omnicare.
F4 Les Shafranek and William Gordon acquired their
shares in connection with the sale of certain assets of
Shore Park Pharmacy, Inc. to Omnicare.
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PLAN OF DISTRIBUTION
The Company is not aware of any plan of
distribution with respect to Selling Stockholders.
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. Pursuant to Registration Rights Agreements, 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
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vote, a majority of the 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,
(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
have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the
authority of said firm 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.
