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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 1996
OMNICARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8269 31-1001351
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(Commission File Number) (IRS Employer Identification No.)
2800 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (513) 762-6666
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Item 5. Other Events
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Registrant's press release dated September 10, 1996 is filed herewith
as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
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(c) Exhibits:
Exhibit 99 - Press Release of Registrant dated
September 10, 1996
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SIGNATURE
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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.
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(Registrant)
Date: September 11, 1996 By: /s/Joel F. Gemunder
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Joel F. Gemunder
President
(Principal Executive
Officer)
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Exhibit
Sequence Page Number
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<S> <C>
99. Press release of Registrant E-2 - E-3
dated September 10, 1996.
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E-1
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Exhibit 99
FOR IMMEDIATE RELEASE:
CONTACTS FOR OMNICARE:
Cheryl D. Hodges
513/762-6967
or
Gary L. Rhodes
513/762-6660
OMNICARE TO REDEEM OUTSTANDING
5 3/4% CONVERTIBLE SUBORDINATED NOTES
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CINCINNATI, OHIO, September 10, 1996 . . . Omnicare, Inc. (NYSE:OCR) today
announced that it intends to call for redemption all of its outstanding 5 3/4%
Convertible Subordinated Notes due 2003 ("Notes"). The Company currently has
approximately $73.6 million in such Notes outstanding. The Notes are to be
redeemed on October 10, 1996.
The Notes can be converted into shares of Omnicare common stock at a
conversion price of $7.22 per share, or 138.52 shares per $1,000 principal
amount of Notes. Based upon the closing price of Omnicare common stock on
September 9, 1996 of $28.00 per share, the market value of the shares issuable
per $1,000 principal amount of Notes is $3,878.56. Conversion rights on the
securities will expire at 5:00 p.m. New York City time on October 3, 1996.
Conversion of all outstanding Notes would result in the issuance of 10.2 million
new shares of Omnicare common stock. Notes not converted into common stock will
be redeemed at a total redemption price of $1,039.74 in cash per $1,000
principal amount of Notes, including accrued interest. On and after October 10,
1996, interest will cease to accrue.
Omnicare said that the conversion of the $73.6 million in Notes will not
only result in reduced interest expense and increased cash flow, but will also
enhance the Company's financial position. After conversion, Omnicare's long-term
debt to total capital will be reduced to less than 1%. Conversion of the Notes
will not have a dilutive impact on the Company's fully-diluted earnings per
share, since the calculation of this item historically assumes 100% conversion.
E-2
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The Conversion and Paying Agent is NBD Bank in Detroit, Michigan.
Shareholder Communications Corporation, 17 State Street, New York, New York
10004 will act as Information Agent for the Notes. Official notice of redemption
will be mailed to all holders. For further information contact Shareholder
Communications Corporation at 1-800-877-8579.
Omnicare, headquartered in Cincinnati, Ohio, is the nation's leading
independent provider of professional pharmacy and related consulting services
for long-term care facilities such as nursing homes, retirement centers and
other institutional health care facilities. It currently provides pharmacy
services to over 264,000 residents in long-term care facilities across the
United States.
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