Registration No. 333-00635
Rule 424(b)(3)
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.
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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 February 8, 1996
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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.
<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
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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
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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
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(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.
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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
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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 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.
