File No.: 33-62965
Rule 424(b)(3)
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 October 5, 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 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.
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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-
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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
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
Stockholders Spectrum Ownership
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.
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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 shares not so owned is required to
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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.
