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Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 4
(To Prospectus dated February 13, 1998
and Prospectus Supplements Nos. 1, 2 and 3
dated February 26, 1998, March 6, 1998
and April 1, 1998, respectively)
OMNICARE, INC.
$345,000,000 PRINCIPAL AMOUNT OF 5% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2007
(Interest payable June 1 and December 1)
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8,976,222 SHARES OF COMMON STOCK
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This Prospectus Supplement supplements the Prospectus dated February
13, 1998 and Prospectus Supplements Nos. 1, 2 and 3 dated February 26, 1998,
March 6, 1998 and April 1, 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 April
15, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$36.75.
The following table sets forth certain information concerning
NationsBanc Montgomery Securities LLC (the "Selling Securityholder") who has
provided the Company with notice as of the date of this Prospectus Supplement
pursuant to the Registration Rights Agreement of such Selling Securityholder's
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 Securityholder nor any of its affiliates
has held any position or office with, been employed by or otherwise has had any
material relationship with, the Company or any of its affiliates during the
three years prior to the date of this Prospectus Supplement, except for serving
as manager or co-manager of public offerings or performing investment banking
services for the Company. Because the Selling Securityholder may offer all or
some portion of the Debentures and Conversion Shares,
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no estimate can be given as to the percentage of Debentures or Common Stock that
will be held by the Selling Securityholder 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>
NationsBanc Montgomery $9,825,000 2.85% 248,106 *
Securities LLC
</TABLE>
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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.
The date of this Prospectus Supplement is April 17, 1998
2
