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Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 16
(To Prospectus dated February 13, 1998,
as Supplemented)
OMNICARE, INC.
$345,000,000 PRINCIPAL AMOUNT OF 5% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2007
(Interest payable June 1 and December 1)
------------------------------
8,976,222 SHARES OF COMMON STOCK
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This Prospectus Supplement supplements the Prospectus dated February 13,
1998 and the Prospectus Supplements Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12,
13, 14 and 15, dated February 26, 1998, March 6, 1998, April 1, 1998, April 17,
1998, April 27, 1998, May 5, 1998, May 15, 1998, May 27, 1998, June 12, 1998,
June 29, 1998, July 13, 1998, July 16, 1998, August 6, 1998, August 18, 1998,
and August 27, 1998, respectively (together, the "Prospectus"), relating to (i)
$345,000,000 aggregate principal amount of 5% Convertible Subordinated
Debentures due 2007 (the "Debentures") of Omnicare, Inc., a Delaware corporation
(the "Company"), (ii) 8,712,121 shares of common stock, par value $1.00 per
share (the "Common Stock"), of the Company which are initially issuable upon
conversion of the Debentures plus such additional indeterminate number of shares
of Common Stock as may become issuable upon conversion of the Debentures as a
result of adjustments to the conversion price (the "Conversion Shares") and
(iii) 264,101 additional shares of Common Stock. The Debentures and the
Conversion Shares are being offered for the account of the holders thereof or by
their transferees, pledgees, donees or successors. The Debentures were initially
acquired from the Company by Morgan Stanley & Co. Incorporated, Credit Suisse
First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBanc Montgomery Securities, Inc., Smith Barney Inc. and William Blair &
Company, L.L.C. in December 1997 in connection with a private offering. This
Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus. Capitalized terms used
herein but not defined shall have the meaning assigned to such terms in the
Prospectus.
The Common Stock is traded on the NYSE under the symbol "OCR." On
September 4, 1998 the closing price of the Common Stock on the NYSE Composite
Tape was $29.625.
The following table sets forth certain information concerning American
Investors Life Insurance Company, Inc., Employers Reinsurance Corp., General
Motors Investment Management Corp., Motors Insurance Corp., Regence Idaho,
Regence Oregon, Regence Utah, Regence Washington and South Dakota Retirement
System (the "Selling Securityholders") who have provided the Company with notice
as of the date of this Prospectus Supplement pursuant to the Registration Rights
Agreement of such Selling Securityholders' intent to sell or otherwise dispose
of Debentures and/or Conversion Shares pursuant to the Registration Statement.
This information supplements the information contained in the Prospectus under
the caption
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"Selling Securityholder." Neither the Selling Securityholders nor any of their
affiliates have held any position or office with, been employed by or otherwise
have had any material relationship with, the Company or any of its affiliates
during the three years prior to the date of this Prospectus Supplement. Because
the Selling Securityholders may offer all or some portion of the Debentures and
Conversion Shares, no estimate can be given as to the percentage of Debentures
or Common Stock that will be held by the Selling Securityholders upon
termination of sales pursuant to this Prospectus Supplement.
<TABLE>
<CAPTION>
Principal Amount Percentage of Debentures Percentage of Common
of Debentures Outstanding Beneficially Conversion Shares Stock Beneficially
Name that May be Sold Owned Before Offering That May Be Sold** Owned Before Offering
---- ---------------- --------------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
American Investors Life $ 500,000 * 12,626 *
Insurance Company, Inc.
Employers Reinsurance
Corp. 500,000 * 12,626 *
General Motors Investment
Management Corp. 2,000,000 * 50,505 *
Motors Insurance Corp. 250,000 * 6,313 *
Regence Idaho 83,000 * 2,095 *
Regence Oregon 140,000 * 3,535 *
Regence Utah 45,000 * 1,136 *
Regence Washington 232,000 * 5,858 *
South Dakota Retirement
System 1,000,000 * 25,252 *
<FN>
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* Less than 1%.
** Assumes conversion of full amount of Debentures held by such holder at
the initial rate of $39.60 in principal amount
of Debentures per share of Common Stock.
</TABLE>
The date of this Prospectus Supplement is September 8, 1998.
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