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Prospectus Supplement to Filed pursuant to Rule 424(b)(3)
Prospectus dated August 21, 1996 under the Securities Act of 1933;
File No. 333-7695
OMNICARE, INC.
COMMON STOCK
This Prospectus Supplement covers the offering for resale of
16,906 shares (the "Shares") of Common Stock of Omnicare, Inc. ("Omnicare" or
the "Company") by Michael J. Fiori (the "Selling Stockholder"), who acquired
the Shares in connection with the acquisition by subsidiaries of Omnicare of
all of the outstanding capital stock of Downeast Pharmacy, Inc. Omnicare will
not receive any proceeds from the sale of the Shares covered by this Prospectus
Supplement.
The Common Stock is listed on the New York Stock Exchange
under the symbol OCR.
The Shares covered by this Prospectus Supplement 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
Stockholder 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 Supplement and the 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
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is August 8, 1997.
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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 REPRESENTATION OTHER THAN
AS CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO
NOT CONSTITUTE AN OFFER OR A SOLICITATION WITHIN ANY STATE TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
SELLING STOCKHOLDER
Michael J. Fiori, the Selling Stockholder hereunder, acquired
16,906 Shares in connection with the sale of all of the outstanding capital
stock of Downeast Pharmacy, Inc. to subsidiaries to Omnicare. All of such
Shares may be sold by the Selling Stockholder thereunder.
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 Stockholder
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 Stockholder 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
Stockholder 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 Stockholder and may receive
commissions from the purchasers of Shares for whom they may act as agent.
Omnicare has agreed to indemnify the Selling Stockholder against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby by
the Selling Stockholder has been passed upon for the Company by Thompson Hine
and Flory P.L.L.
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