Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------------
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
------------------------------------------------------
Delaware 31-1001351
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
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, please 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. [ ]
------------------------------------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Each
Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
- ------------------------------------------------------------------------------
Common Stock... 84,782 shares $42.125 $3,571,441.75 $1,232
==============================================================================
(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 January 25, 1996.
------------------------------------------------------
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.
==============================================================================
<PAGE>
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of 84,782
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 in connection with the
acquisition by subsidiaries of Omnicare of all of the capital stock of
Medical Arts Health Care, Inc. ("Medical Arts") and certain assets of
Apex Pharmacy and Home Care Center, Inc. ("Apex"), Budget Pharmacy, Inc.
("Budget") and Shore Pharmaceutical Providers, Inc. ("Shore"). 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.
-------------------
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.
-------------------
The date of this Prospectus is February , 1996
<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, June 30, and
September 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
<PAGE>
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 federal
regulations. In addition, the Company provides ancillary services, such
as infusion therapy, and distributes medical supplies to its client
facilities. The Company provides these services to over 215,000
residents in approximately 2,500 nursing homes and other long-term care
facilities principally in the States of Alabama, Connecticut, Georgia,
Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri,
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 Selling Stockholders, who
acquired Shares in connection with the sale of all the capital stock of
Medical Arts or certain of the assets of Budget or Apex or Shore 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
Apex(1) 30,228
Budget(2) 14,018
Herbert A. Jr. and Vicki Peavy(3) 11,232
Hal Henderson(3) 5,084
Robert Warnock(3) 1,638
Leslie S. Shafranek(4) 11,291
I. William Gordon(4) 11,291
- -----------------------
(1) A. David Roth is the sole shareholder of Apex and the beneficial
owner of the Shares acquired in connection with the sale of certain
assets of Apex to a subsidiary of Omnicare on January 3, 1996.
(2) Dennis L. Perry is the sole shareholder of Budget and the beneficial
owner of the Shares acquired in connection with the sale of certain
assets of Budget to a subsidiary of Omnicare on October 1, 1995.
(3) Herbert A. Jr. and Vicki Peavy, Hal Henderson and Robert Warnock
acquired their shares in connection with the sale of all of the issued and
outstanding capital stock of Medical Arts to a subsidiary of Omnicare on
January 5, 1996. Herbert and Vicki Peavy hold their Shares as joint
tenants.
(4) Leslie S. Shafranek and I. William Gordon acquired their shares in
connection with the sale of certain assets of Shore to a subsidiary of
Omnicare on January 17, 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
<PAGE>
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 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 & Flory P.L.L.
<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............................ $ 1,232
Legal fees and expenses...........................$10,000
Accounting fees and expenses......................$ 2,500
Miscellaneous.....................................$ 1,268
Total.........................................$15,000
Item 15. Indemnification of Directors and Officers
The Restated 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 for 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 & Flory P.L.L. 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 & Flory P.L.L. (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 of 1933 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 31st day of January, 1996.
OMNICARE, INC.
By: /s/ Joel F. Gemunder
-------------------------
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:
Chairman and January 31, 1996
/s/ Edward L. Hutton Director
- ---------------------------
Edward L. Hutton
President and January 31, 1996
/s/ Joel F. Gemunder Director
- --------------------------
Joel F. Gemunder
Principal Financial and Accounting
Officer:
Vice President January 31, 1996
and Controller
/s/ Thomas R. Marsh and Acting Treasurer
- --------------------------
Thomas R. Marsh
Directors of the Company:
/s/ Ronald K. Baur January 31, 1996
- --------------------------
Ronald K. Baur
/s/ Kenneth W. Chesterman January 31, 1996
- --------------------------
Kenneth W. Chesterman
/s/ Charles H. Erhart, Jr. January 31, 1996
- --------------------------
Charles H. Erhart, Jr.
January 31, 1996
- --------------------------
Mary Lou Fox
/s/ Cheryl D. Hodges January 31, 1996
- --------------------------
Cheryl D. Hodges
/s/ Thomas C. Hutton January 31, 1996
- --------------------------
Thomas C. Hutton
<PAGE>
/s/ Patrick E. Keefe January 31, 1996
- --------------------------
Patrick E. Keefe
/s/ Sandra E. Laney January 31, 1996
- --------------------------
Sandra E. Laney
/s/ Andrea R. Lindell January 31, 1996
- --------------------------
Andrea R. Lindell
/s/ Sheldon Margen January 31, 1996
- --------------------------
Sheldon Margen
/s/ Kevin J. McNamara January 31, 1996
- --------------------------
Kevin J. McNamara
/s/ John M. Mount January 31, 1996
- --------------------------
John M. Mount
/s/ Timothy S. O'Toole January 31, 1996
- --------------------------
Timothy S. O'Toole
/s/ D. Walter Robbins, Jr. January 31, 1996
- --------------------------
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 &
Flory P.L.L., 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 &
Flory P.L.L. (contained in
Exhibit 5).
*Filed herewith.
Exhibit 5
[Letterhead of]
Thompson Hine & Flory P.L.L.
February 1, 1996
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 (individually, a "Stockholder", collectively, the
"Stockholders") of Omnicare, Inc., a Delaware corporation (the
"Company"), of up to an aggregate of 84,782 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 84,782
Shares being registered, (i) an aggregate of 22,582 Shares have been
acquired by certain of the Stockholders in connection with the Asset
Purchase Agreement dated as of December 31, 1994 by and among SPP
Acquisition Corp., Shore Park Pharmacy, Inc., d/b/a Shore
Pharmaceutical Providers, Les Shafranek, William Gordon and the
Company, as supplemented by the Supplemental Asset Purchase Agreement
dated Janaury 17, 1995, (ii) 14,018 of the Shares have been acquired
by a Stockholder pursuant to the Asset Purchase Agreement dated as of
September 29, 1995 by and among Evergreen Pharmaceutical, Inc., Budget
Pharmacy, Inc., Dennis L. Perry and the Company, (iii) 30,228 of the
Shares have been acquired by a Stockholder pursuant to the Asset
Purchase Agreement dated as of December 1, 1995 by and among AP
Acquisition Corp., Apex Pharmacy and Home Care Center, Inc., A. David
Roth and the Company and (iv) 17,954 of the Shares have been acquired
by a Stockholder pursuant to the Agreement to Purchase the Stock of
Medical Arts Health Care, Inc. dated as of Janaury 5, 1996 by and
among Omnicare Holding Company, Herbert A. Peavy, Jr., Vicki C. Peavy,
Hal Henderson, Robert R. Warnock, Medical Arts Health Care, Inc. and
the Company.
As counsel for the Company, we have examined and are
familiar with the Company's Restated Certifcate of Incorporation and
By-Laws, each 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:
<PAGE>
Omnicare, Inc.
January 31, 1996
Page 2
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and are validly
issued, fully paid and nonassessable.
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 writtten 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 & FLORY, P.L.L.
JMR/WHC/TLS8680.pm
2/1/96
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
Cincinnati, Ohio
January 31, 1996
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 Propectus.
/s/ BDO Seidman, LLP
Seattle, Washington
January 31, 1996
