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Filed Pursuant to Rule 424(b)(3)
File Number 333-45825
PROSPECTUS SUPPLEMENT NO. 10
(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, and 9 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 and June 12, 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 June
26, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$36.562.
The following table sets forth certain information concerning General
Motors Employees Domestic Group Pension Trust, General Motors Foundation, Inc.,
Merrill Lynch Pierce Fenner & Smith Inc., Motors Insurance Corporation and
Nomura International PLC (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 "Selling Securityholders." 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
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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>
Percentage of
Principal Amount Debentures Outstanding Percentage of Common
of Debentures Beneficially Owned Conversion Shares Stock Beneficially
Name that May be Sold Before Offering That May Be Sold** Owned Before Offering
---- ---------------- --------------- ------------------ ---------------------
<S> <C> <C> <C>
General Motors Employees $7,101,000 2.06% 179,318 *
Domestic Group Pension
Trust
General Motors 261,000 * 6,590 *
Foundation, Inc.
Merrill Lynch Pierce 3,925,000 1.14% 99,116 *
Fenner & Smith Inc.
Motors Insurance 1,638,000 * 41,363 *
Corporation
Nomura International PLC 12,500,000 4.78%*** 315,656 *
<FN>
- ----------------
* 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.
*** Includes holdings disclosed in the Prospectus.
</TABLE>
The date of this Prospectus Supplement is June 29, 1998
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