<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 10-K/A-1
(Mark One) Annual Report Pursuant to Section 13 or 15(d) of
--- the Securities Exchange Act of 1934 (Fee
| X | Required)
---
For the fiscal year ended December 31, 1994
OR
--- Transition Report Pursuant to Section 13 or 15(d)
| | of the Securities Exchange Act of 1934 (No Fee
--- Required)
For the Transition period from to .
---------- ----------
Commission file number 1-8269
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1001351
(State of Incorporation) (I.R.S. Employer Identification No.)
OMNICARE, INC.
2800 CHEMED CENTER, 255 E. FIFTH STREET
CINCINNATI, OHIO 45202-4728
(Address of principal executive offices)
Registrant's telephone number, including area code: 513-762-6666
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
--------------------------- -----------------------
Common Stock ($1 Par Value) New York Stock Exchange
5-3/4% Convertible Subordinated
Notes Due 2003 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the New York
Stock Exchange Composite Transaction Listing on February 28, 1995 ($45.625 per
share): $571,922,287
As of February 28, 1995, 12,747,050 shares of the Common Stock, $1.00 par
value, of the Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for its 1995 Annual
Meeting of Stockholders, to be held May 15, 1995, are incorporated by reference
into Part III of this report. Definitive copies of its 1995 Proxy Statement
will be filed with the Securities and Exchange Commission within 120 days of
the end of the Company's fiscal year.
<PAGE> 2
STATEMENT
---------
Omnicare, Inc. (the "Company") hereby amends its Annual Report on Form 10-K for
the year ended December 31, 1994 as follows:
1. Item 8 of such Report is amended to include the Report of BDO
Seidman with respect to the Combined Financial Statements of
Evergreen Pharmaceutical, Inc. and Evergreen Pharmaceutical
East, Inc. for each of the three years in the period ended
December 31, 1993; and
2. Item 14(c) of such Report is amended to include as Exhibit 12
a "Statement of Computation of the Ratio of Earnings to Fixed
Charges".
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
The Report of Price Waterhouse with respect to the
Consolidated Financial Statements of Omnicare, Inc. for each
of the three years ended December 31, 1994 and the Report of
BDO Seidman with respect to the Combined Financial Statements
of Evergreen Pharmaceutical, Inc. and Evergreen Pharmaceutical
East, Inc. for each of the three years in the period ended
December 31, 1993, is included in the following pages.
-2-
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Stockholders and
Board of Directors of Omnicare, Inc.
In our opinion, based on our audits and the report of other auditors with
respect to 1993 and 1992, the accompanying consolidated balance sheet and the
related consolidated statements of income, cash flow and stockholders' equity
present fairly, in all material respects, the financial position of Omnicare,
Inc. and its subsidiaries at December 31, 1994 and 1993, and the results of
their operations and their cash flow for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the combined financial
statements of Evergreen Pharmaceutical, Inc. and Evergreen Pharmaceutical East,
Inc. (collectively, "Evergreen") as of December 31, 1993 and for the years
ended December 31, 1993 and 1992, which statements reflect total assets of
$12,210,000 at December 31, 1993 and total revenues of $34,130,000 and
$28,873,000 for the years ended December 31, 1993 and 1992, respectively.
Those statements were audited by other auditors whose report thereon has been
furnished to us, and our opinion expressed herein, insofar as it relates to the
1993 and 1992 amounts included for Evergreen, is based solely on the report of
the other auditors. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits and the report of other auditors
provide a reasonable basis for the opinion expressed above.
As discussed in Note 12 to the financial statements, the Company changed
its method of accounting for income taxes in 1993.
Price Waterhouse LLP
Cincinnati, Ohio
February 1, 1995
-3-
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Evergreen Pharmaceutical, Inc. and
Evergreen Pharmaceutical East, Inc.
Kirkland, Washington
We have audited the accompanying combined balance sheets of Evergreen
Pharmaceutical, Inc. and Evergreen Pharmaceutical East, Inc. as of December 31,
1993, 1992, and 1991, and the related statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1993. These financial statements are the responsibility of management.
Our responsibility is to express an opinion on these statements based upon our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Evergreen
Pharmaceutical, Inc. and Evergreen Pharmaceutical East, Inc. as of December 31,
1993, 1992 and 1991, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1993 in conformity
with generally accepted accounting principles.
BDO Seidman, LLP
Seattle, Washington
July 29, 1994
-4-
<PAGE> 5
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
-----------------------------------------------------------------
Paragraph (c) of the Item 14 is amended to include as Exhibit
12 the "Statement of Computation of Ratio of Earnings to Fixed
Charges", which is being filed herewith.
-5-
<PAGE> 1
<TABLE>
EXHIBIT 12 OMNICARE, INC. AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
<S> <C> <C> <C>
1994 1993 1992
------- ------- -------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES $22,461 $17,114 $ 9,045
ADD:
INTEREST ON INDEBTEDNESS 5,537 2,297 2,520
AMORTIZATION OF DEBT EXPENSE 310 77 -
INTEREST PORTION OF RENT EXPENSE 967 820 1,237
------- ------- -------
INCOME AS ADJUSTED $29,275 $20,308 $12,802
======= ======= =======
FIXED CHARGES
INTEREST ON INDEBTEDNESS:
CONTINUING OPERATIONS $ 5,537 $ 2,297 $ 2,367
DISCONTINUED OPERATIONS - - 153
------- ------- -------
5,537 2,297 2,520
AMORTIZATION OF DEBT EXPENSE 310 77 -
CAPITALIZED INTEREST 49 - -
INTEREST PORTION OF RENT EXPENSE 967 820 1,237
------- ------- -------
FIXED CHARGES $ 6,863 $ 3,194 $ 3,757
======= ======= =======
RATIO OF EARNINGS TO FIXED CHARGES (1) 4.27X 6.36X 3.41X
======= ======= =======
<FN>
(1) THE RATIO OF EARNINGS TO FIXED CHARGES HAS BEEN COMPUTED BY DIVIDING
INCOME AS ADJUSTED BY FIXED CHARGES. FIXED CHARGES CONSIST OF INTEREST
ON INDEBTEDNESS, AMORTIZATION OF DEBT EXPENSE, CAPITALIZED INTEREST AND
ONE-THIRD (THE PROPORTION DEEMED REPRESENTATIVE OF THE INTEREST PORTION)
OF RENT EXPENSE.
</TABLE>
-6-
<PAGE> 2
SIGNATURE
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.
OMNICARE, INC.
-----------------------
(REGISTRANT)
DATE AUGUST 23, 1995 BY \s\Thomas R. Marsh
----------------------- ---------------------------
THOMAS R. MARSH
VICE PRESIDENT, CONTROLLER AND
ACTING TREASURER- PRINCIPAL
FINANCIAL AND ACCOUNTING
OFFICER
-7-
