OMNICARE, INC.
COMMON STOCK
This Prospectus Supplement covers the offering for resale of
535,105 shares (the "Shares") of Common Stock of Omnicare, Inc.
("Omnicare" or the "Company") by Value Health Care Services, Inc. (the
"Selling Stockholder"), who acquired the Shares in connection with the
acquisition by a subsidiary of Omnicare of all of the assets and
business of the Selling Stockholder. 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.
------------------------------------
The date of this Prospectus Supplement is February 6, 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 STOCKHOLDER
Value Health Care Services, Inc., the Selling Stockholder
hereunder, acquired 535,105 Shares in connection with the sale of all
the assets and business of Value Health Care Services, Inc. to a
subsidiary of Omnicare. 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 Stockholders named herein under "Selling
Stockholders", 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
Stockholders who acquire Shares in connection with future acquisitions
by Omnicare. Such Selling Stockholders 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 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.
-------------------
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
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, 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.
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
<PAGE>
recordkeeping 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 STOCKHOLDERS
Set forth below for each of the Selling Stockholders, 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
hereunder.
Number of
Selling Stockholder Shares Owned
- ------------------- ------------
Nursing Homes America, Inc. 24,000
Prometheus Pharmacy Co., Inc. 150,680
Alan D. Traster <F1> 100,000
Lawrence V. Traster <F1> 100,000
Luther G. Smith 65,683
Rosemary C. Smith 65,683
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[FN]
<F1> 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>
This Prospectus also covers the offering for resale of up to
930,282 additional Shares to be offered from time to time by Selling
Stockholders who acquire Shares in connection with future acquisitions
by Omnicare. Such Selling Stockholders 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
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 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 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
<PAGE>
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.
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.
<PAGE>
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby by
the Selling Stockholders 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 Stockholders will be, passed upon for
the Company by Thompson Hine and Flory P.L.L.
