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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 12, 1997
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-8269 31-1001351
(Commission File Number) (IRS Employer Identification No.)
50 East RiverCenter Boulevard, Covington, Kentucky 41011
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (606) 291-6800
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Item 2. Acquisition or Disposition of Assets
Pursuant to an Agreement and Plan of Merger, dated as of August 7, 1997, by and
among Omnicare, Inc. ("Omnicare" or the "Company"), Omnicare Acquisition Corp.,
a wholly owned subsidiary of the Company ("Sub") and American Medserve
Corporation ("AMCI"), Sub commenced a tender offer for all outstanding AMCI
shares at $18 per share in cash. The tender offer expired on September 12, 1997
and Sub accepted for payment approximately 97% of the outstanding shares. On
September 16, 1997, Sub was merged with and into AMCI, each remaining share
(other than shares owned directly or indirectly by the Company or AMCI or shares
held by holders exercising dissenters' rights) was converted into the right to
receive $18 in cash and AMCI became a wholly owned subsidiary of the Company.
American Medserve Corporation, based in Naperville, Illinois, provides
comprehensive pharmacy and related services to approximately 51,400 residents in
720 long-term care facilities in 11 states. Additionally, American Medserve
Corporation is a joint venture partner with an affiliate of The Evangelical
Lutheran Good Samaritan Society, which ranks as the nation's fifth-largest
nursing home operator, serving 27,000 residents.
The assets of the business acquired consist primarily of accounts receivable,
inventory, fixed assets (primarily computer equipment, medication carts,
vehicles and office furniture, fixtures and equipment) and goodwill. The
acquisition will be accounted for as a purchase transaction.
The cash purchase price of AMCI totalled approximately $223 million. In
connection with this agreement, Omnicare also assumed AMCI's liabilities,
including bank debt totalling $16.7 million, which has been retired. The cash
payments required at the closing of this transaction were funded from drawing
down $250 million, on September 16, 1997, from the Company's $400 million
revolving credit agreement with a consortium of sixteen banks. After this
transaction, Omnicare has a total of $150 million of financing available under
this revolving credit facility.
There is no material relationship between AMCI and Omnicare, any of Omnicare's
affiliates, any Omnicare director or officer, or any associate of any such
director or officer.
With the completion of this acquisition, Omnicare provided pharmacy and
related consulting services to approximately 413,000 residents in over 5,100
long-term care facilities in 35 states. Based on the revenues of Omnicare and
American Medserve Corporation for the quarter ended June 30, 1997, annualized
revenues of the combined companies are in excess of $975.0 million.
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Item 7. Financial Statement and Exhibits
(a) Financial statements of business acquired.
Financial statements of AMCI as of and for the year ended December 31,
1996 are incorporated by reference to AMCI's Annual Report on Form 10-K for the
year ended December 31, 1996, filed March 31, 1997. Financial statements as of
and for the six months ended June 30, 1997 are incorporated by reference to
AMCI's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed
August 13, 1997. The audit report of Ernst & Young LLP is incorporated by
reference to AMCI's Annual Report on Form 10-K for the year ended December 31,
1996.
(b) Pro forma financial information.
To be filed by an amendment to this Form 8-K not later than 60 days
after the date that this report was required to be filed.
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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<S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of
August 7, 1997, by and among the Company, Sub and
AMCI, is incorporated by reference to
Exhibit (c)(1) to the Company's Tender Offer
Statement on Schedule 14D-1 dated August 14,
1997.
23.1 Consent of Ernst & Young LLP
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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.
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(Registrant)
Date: September 19, 1997 By:/s/David W. Froesel, Jr.
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David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of August 7, 1997, by and among the
Company, Sub and AMCI, is incorporated by reference to Exhibit (c)(1) to
the Company's Tender Offer Statement on Schedule 14D-1 dated August
14, 1997.
23.1 Consent of Ernst & Young LLP
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Form 8-K of
Omnicare, Inc.; in the Registration Statements on Form S-3 Nos. 333-01203,
33-81644, 33-83752, 33-59689, 33-62975, 333-07695, 333-00635 and 333-33279 and
related Prospectus of Omnicare, Inc.; in the Registration Statements on Form S-8
Nos. 2-78161, 33-34635, 33-48209, 33-88856 and 333-02667 of Omnicare, Inc.; and
in the Registration Statement on Form S-4 of Omnicare, Inc., of our report
dated March 19, 1997 with respect to the consolidated financial statements and
schedule of American Medserve Corporation included in its Form 10-K for the
year ended December 31, 1996 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
September 19, 1997
