OMNICARE, INC.
COMMON STOCK
This Prospectus Supplement covers the offering for
resale of 28,233 shares (the "Shares") of Common Stock of
Omnicare, Inc. ("Omnicare" or the "Company") by William J.
Lyons (the "Selling Stockholder"), who acquired the Shares in
connection with the acquisition of all the capital stock of
Pharmacon Corporation by a wholly-owned subsidiary of
Omnicare. 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.
-----------------------------
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.
-----------------------------
The date of this Prospectus Supplement is April 7, 1997
<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 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 STOCKHOLDERS
William J. Lyons, the Selling Stockholder here
under, acquired 28,233 Shares in connection with the
acquisition by a wholly-owned subsidiary of Omnicare of all
the issued and outstanding shares of capital stock of
Pharmacon Corporation. All of such Shares may be sold by the
Selling Stockholder hereunder.
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.
<PAGE>
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of a
total of 1,436,328 shares (the "Shares") of Common Stock of
Omnicare, Inc. ("Omnicare" or the "Company"), including (i)
506,046 shares being offered by the Selling Stockholder named
herein under "Selling Stockholder", who acquired the Shares
(or warrants to purchase Shares) in connection with the
acquisition by subsidiaries of Omnicare (a) of certain assets
of Prometheus Pharmacy Co., Inc. and Nursing Homes America,
Inc. (collectively, "Prometheus"), (b) certain assets of
Passaic County Home Health Care Associates, Inc., d/b/a
Pompton Nursing Home Suppliers ("Pompton") and (c) all of the
capital stock of Three Forks Apothecary, Inc. ("Three Forks")
and (ii) up to 930,282 additional Shares to be offered from
time to time by Selling Stockholder who acquire Shares in
connection with future acquisitions by Omnicare. Such Selling
Stockholder shall be identified and the number of Shares to
be offered by them shall be specified in a Prospectus
Supplement to this Prospectus. 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 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, 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 August 21, 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 other wise filed with the
Commission. Each such statement is qualified in its entirety
by such reference. The Registration Statement and the
exhibits thereto can be
<PAGE>
inspected and copied at the public reference facilities and
regional offices referred to above.
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, 1995; (ii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996 and June 30,
1996; and (iii) the Company's Current Reports on Form 8-K
filed February 26, 1996, May 16, 1996, September 10, 1996 and
February 6, 1997.
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.
<PAGE>
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 and
dispenses pharmaceuticals, both prescription and non-
prescription, and provides computerized medical record
keeping and third-party billing for patients in such
facilities. The Company also provides consultant pharmacist
services, including evaluating monthly patient drug therapy,
monitoring the control, distribution and administration of
drugs within the nursing facility and assisting 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 nursing
facilities. The Company currently provides these services to
approximately 250,000 residents in approximately 3,000
nursing homes and other long-term care facilities principally
in the states of Alabama, Connecticut, Georgia, Illinois,
Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri,
New Jersey, 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.
Selling Stockholder
Set forth below for each of the Selling
Stockholder, who acquired Shares (or warrants to purchase
Shares) in connection with the sale of certain of the assets
of Prometheus and Pompton and the capital stock of Three
Forks to subsidiaries of Omnicare, are the maximum number of
Shares that may be sold by such Selling Stockholder here
under.
Number of
Selling Stockholder Shares Owned
Nursing Homes America, Inc. 24,000
Prometheus Pharmacy Co., Inc. 150,680
Alan D. Traster (1) 100,000
- --------
(1) These Shares are issuable pursuant to warrants to be
issued by Omnicare in connection with the sale of certain
assets of Pompton to a subsidiary of Omnicare.
<PAGE>
Lawrence V. Traster (1) 100,000
Luther G. Smith 65,683
Rosemary C. Smith 65,683
This Prospectus also covers the offering for resale
of up to 930,282 additional Shares to be offered from time to
time by Selling Stockholder who acquire Shares in connection
with future acquisitions by Omnicare. Such Selling
Stockholder shall be identified and the number of Shares to
be offered by them shall be specified in a Prospectus
Supplement to this Prospectus.
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 who received Shares (or warrants to
purchase Shares) in connection with the Pompton, Prometheus
and Three Forks transactions, and expects to agree to
indemnify future Selling Stockholder, against certain civil
liabilities, including liabilities under the Securities Act.
<PAGE>
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 outstanding 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 a person owns
10% or more of the Company's stock entitled to 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 Restated 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.
<PAGE>
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, 1995,
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 by the Selling Stockholder who received Shares (or
warrants to purchase Shares) in connection with the Pompton,
Prometheus and Three Forks transactions has been, and the
validity of the issuance of the Shares offered hereby by
future Selling Stockholder will be, passed upon for the
Company by Thompson Hine and Flory P.L.L.
