OMNICARE INC, S-3, 1998-09-28

OMNICARE INC
S-3, 1998-09-28
DRUG STORES AND PROPRIETARY STORES

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REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------

OMNICARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 31-1001351
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

100 EAST RIVERCENTER BLVD. - SUITE 1600, COVINGTON, KENTUCKY 41011; (606) 392-3300
</TABLE>

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

CHERYL D. HODGES
OMNICARE, INC.
100 EAST RIVERCENTER BLVD. -- SUITE 1600
COVINGTON, KENTUCKY 41011; (606) 392-3300

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

<TABLE>
<S> <C>
MORTON A. PIERCE JOSEPH M. RIGOT
RICHARD D. PRITZ THOMPSON HINE & FLORY LLP
DEWEY BALLANTINE LLP 2000 COURTHOUSE PLAZA N.E.
1301 AVENUE OF THE AMERICAS DAYTON, OHIO 45401-8801
NEW YORK, NEW YORK 10019
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

----------------------------

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING REGISTRATION FEE
PRICE (1)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Common Stock........................ 301,379 $33.97 $10,237,844.63 $3,020.16
=======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
reported prices of the Common Stock on the New York Stock Exchange
Composite Tape on September 21, 1998.

----------------------

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================

OMNICARE, INC.

COMMON STOCK

This Prospectus covers the offering for resale of 301,379 shares (the
"Shares" ) of Common Stock, par value $1.00 per share, of Omnicare, Inc.
("Omnicare" or the "Company") by the Selling Securityholders named herein under
"Selling Securityholders," who acquired the Shares in connection with
acquisitions by Omnicare and its subsidiaries of (i) Premiere Institutional
Pharmacy, Inc., (ii) RxCare, LLC, (iii) Cherry Hill Pharmacy, Inc., and (iv)
LTPC, Inc.

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.

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 Securities Act of
1993 (the "Securities 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 __________, 1998

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 Commission maintains an Internet web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of that site is
http://www.sec.gov. 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998; the Company's Current Reports on Form
8-K dated February 18, 1998, April 17, 1998, May 19, 1998, August 7, 1998,
August 20, 1998, September 28, 1998 and September 28, 1998; and the Company's
Form 8-A Registration Statement filed September 14, 1993 are hereby incorporated
by reference in this Prospectus. All documents filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering being made
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in any 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 other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded,
to constitute a part of this Prospectus. The Company will provide without
charge to each person, including any beneficial owner, to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and
all of the documents that have been or may be incorporated by reference herein
(other than exhibits to such documents which are not specifically incorporated
by reference into such documents). Such requests should be directed to Omnicare,
Inc., 100 East RiverCenter Blvd., Suite 1600, Covington, Kentucky 41011,
Attention: Corporate Secretary -- Cheryl D. Hodges (telephone: (606) 392-3300).

THE COMPANY

Omnicare is a leading provider of pharmacy and related 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 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, distributes medical supplies, and
offers clinical care plan and financial software information systems to its
client nursing facilities. The Company currently provides these services to over
556,000 residents in over 6,900 nursing homes and other long-term care
facilities in 41 states. Omnicare also provides comprehensive clinical research
services for the pharmaceutical and biotechnology industries.

The Company's executive offices are located at 100 East RiverCenter
Blvd., Suite 1600, Covington, Kentucky 41011, and its telephone number is
(606) 392-3300.

Common Stock and warrants to purchase up to 1.5 million shares of Common Stock
at $48 per share. The purchase price is subject to adjustment as set forth in
the Agreement.

SELLING SECURITYHOLDERS

Set forth below for each of the Selling Securityholders, who acquired
Shares in connection with the acquisitions identified on the cover page of this
Prospectus, are the maximum number of Shares that may be sold by such hereunder.

<TABLE>
<CAPTION>
SELLING SECURITYHOLDER NUMBER OF SHARES OWNED
- ---------------------- ----------------------
<S> <C>
Martin Weiss 55,384(1)
Solomon Goldner 27,692(1)
Ronald J. Mayer 9,231(1)
Strategic Alliance Network 8,174(1)
Edwin Bernstein 8,145(1)
Benjamin Yellin 8,145(1)
Anthony Chase 23,545(2)
Kathy Chase 23,545(2)(3)
Cherry Hill Pharmacy, Inc. 83,269(4)
LTPC, Inc. 54,249(5)
</TABLE>

- ----------------------

(1) These Shares were acquired by the Selling Securityholder in connection with
the acquisition by the Company of Premiere Institutional Pharmacy, Inc.

(2) These Shares were acquired by the Selling Securityholder in connection with
a non-competition agreement entered into between the Company, RxCare, LLC and
the Selling Securityholder.

(3) The Selling Securityholder is an employee of the Company or a subsidiary
thereof.

(4) These Shares were acquired by the Selling Securityholder in connection with
the acquisition by the Company of the business of Cherry Hill Pharmacy, Inc.

(5) These Shares were acquired by the Selling Securityholder in connection with
the acquisition by the Company of the business of LTPC, Inc.

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 Securityholders 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 Securityholders 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 Securityholders may
effect such transactions by selling Shares to or through underwriters, brokers
or dealers, and such underwriters, brokers or dealers may receive compensation
in the form of discounts or commissions from the Selling Securityholders and may
receive commissions from the purchasers of Shares for whom they may act as
agent.

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, the approval of holders of a majority of the
shares not so owned is required to authorize (1) any merger of the Company with
such person or entity, (2) any sale, lease or other disposition of all or
substantially all of the Company's assets to such person or entity or (3)
certain issuances and transfers of securities of the Company to such person or
entity. 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 sections of the Company's Restated Certificate of
Incorporation described above may not be altered, amended or repealed without
approval of the holders of two-thirds of the outstanding shares of each class
entitled to vote thereon as a class. In addition, 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.

EXPERTS

The audited financial statements incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K dated September 28, 1998
for the fiscal year ended December 31, 1997 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP to the extent and for the
periods appearing therein, given on the authority of said firm as experts in
auditing and accounting.

LEGAL MATTERS

The validity of the issuance of the Shares offered hereby by the
Selling Securityholders will be passed upon for the Company by Thompson Hine &
Flory LLP.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized statement of the expenses (all but the SEC
fees are estimates) in connection with the issuance of the Shares being
registered hereunder. All such expenses will be borne by the Company.

<TABLE>
<S> <C>
SEC Registration Fee......................................... $ 3,020.16
Legal Fees and expenses...................................... $ 6,000
Accounting fees and expenses................................. $ 2,500
Miscellaneous................................................ $ 4,479.84
Total............................................... $ 16,000
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Restated Certificate of Incorporation and Bylaws of Omnicare, and
separate Indemnification Agreements, provide for the indemnification of each
director and officer of Omnicare in connection with any claim, action, suit or
proceeding brought or threatened by reason of his or her position with Omnicare.
In addition, the General Corporation Law of the State of Delaware ("Delaware
Law") permits Omnicare to indemnify its directors, officers and others against
judgments, fines, amounts paid in settlement and attorneys' fees resulting from
various types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.

The Company's directors and officers are, in addition, insured against
loss arising from any claim against them or a wrongful act or omission with
certain exceptions and limitations.

ITEM 16. EXHIBITS.

Each of the following Exhibits is filed herewith or incorporated by
reference in this Registration Statement.

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
3(a) Restated Certificate of Incorporation of the Company (incorporated herein
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996).

3(b) Certificate of Amendment of the Company's Restated Certificate of
Incorporation (incorporated herein by reference to the Company's
Registration Statement on Form S-4 (File No. 333-53749), filed with the
Commission on May 27, 1998).

3(c) Amended Bylaws of the Company.

5 Opinion of Thompson Hine & Flory LLP with respect to the legality of the
securities being registered.

23(a) Consent of PricewaterhouseCoopers LLP.
</TABLE>

<TABLE>
<S> <C>
23(b) Consent of Thompson Hine & Flory LLP (contained in Exhibit 5).

24 Power of Attorney (included on signature page).
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on a Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio on the 28th day of
September, 1998.

OMNICARE, INC.

By: /s/ Joel F. Gemunder
------------------------
Joel F. Gemunder
President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to the Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>

/s/ Edward L. Hutton Chairman and Director (Principal September 28, 1998
- ------------------------------ Executive Officer)
Edward L. Hutton

/s/ Joel F. Gemunder President and Director (Principal September 28, 1998
- ------------------------------ Executive Officer)
Joel F. Gemunder

/s/ David W. Froesel, Jr. Senior Vice President and Chief September 28, 1998
- ------------------------------ Financial Officer (Principal
David W. Froesel, Jr. Financial Officer and Principal
Accounting Officer)
</TABLE>

/s/ Ronald K. Baur Director September 28, 1998
- ------------------------------
Ronald K. Baur

/s/ Timothy E. Bien Director September 28, 1998
- ------------------------------
Timothy E. Bien

______________________________ Director , 1998
Charles H. Erhart, Jr.

/s/ Mary Lou Fox Director September 28, 1998
- ------------------------------
Mary Lou Fox

/s/ Cheryl D. Hodges Director September 28, 1998
- ------------------------------
Cheryl D. Hodges

/s/ Thomas C. Hutton Director September 28, 1998
- ------------------------------
Thomas C. Hutton

/s/ Patrick E. Keefe Director September 28, 1998
- ------------------------------
Patrick E. Keefe

/s/ Sandra E. Laney Director September 28, 1998
- ------------------------------
Sandra E. Laney

/s/ Andrea R. Lindell Director September 28, 1998
- ------------------------------
Andrea R. Lindell

/s/ Sheldon Margen Director September 28, 1998
- ------------------------------
Sheldon Margen

/s/ Kevin J. McNamara Director September 28, 1998
- ------------------------------
Kevin J. McNamara
</TABLE>

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3(a) Restated Certificate of Incorporation of the Company (incorporated herein
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996).

3(b) Certificate of Amendment of the Restated Certificate of Incorporation of
the Company (incorporated herein by reference to the Company's
Registration Statement on Form S-4 (File No. 333-53749), filed with the
Commission on May 27, 1998).

3(c) Amended Bylaws of the Company.

5 Opinion of Thompson Hine & Flory LLP with respect to the legality of the
securities being registered.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Thompson Hine & Flory LLP (contained in Exhibit 5).

24 Power of Attorney (included on signature page).
</TABLE>

<PAGE>

EXHIBIT 3(c)

AMENDED
BY-LAWS

OMNICARE, INC.

(a Delaware corporation)

Article I

Meetings of Stockholders

Section 1.01. Place. Meeting of stockholders shall be held at such places,
within or without the State of Delaware, as shall be specified in the respective
notices or waivers of notice thereof.

Section 1.02. Annual Meetings. An annual meeting of stockholders for the
election of directors and the transaction of such other business as may come
before it shall be held at 11:00 o'clock in the forenoon, or at such other hour
as may be stated in the notice thereof, on the third Monday in May in each year
unless such day is a holiday, in which case it shall be held on the next day
following that is not a holiday.

Section 1.03. Special Meetings. Special meetings of stockholders, for any
purpose or purposes, may be called at any time by the Chairman, the President or
the Secretary, and shall be called by the Chairman, the President or the
Secretary upon the written request of a majority of the Board of Directors or of
the holders of record of shares having a majority of the voting power of the
stock of the corporation then entitled to vote for the election of directors,
such written request to state the purpose or purposes of the meeting and to be
delivered to the Chairman, the President or the Secretary.

Section 1.04. Notice and Waiver of Notice. Unless otherwise provided by law,
notice of each annual meeting or special meeting of stockholders, stating the
time, place and purpose or purposes thereof, shall be given to each stockholder
entitled to vote at such meeting, not less than ten nor more than fifty days
before the day on which the meeting is to be held, by mailing to such
stockholder, postage prepaid, a notice thereof addressed to him at his last
known post office address appearing on the records of the corporation. Notice of
any meeting of stockholders need not be given to any person who may become a
stockholder of record after the record date of such meeting fixed pursuant to
Section 7.03, nor to any person who shall attend the meeting in person or by
proxy nor to any stockholder who shall sign a waiver of such notice in writing
either before, after or at the time of such meeting. Except as otherwise
provided by law, notice of any adjourned meeting of stockholders need not be
given.

Section 1.05. List of Stockholders. The Secretary, or other officer of the
corporation who has charge of the stock ledger of the corporation, shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to

vote at such meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to such meeting, either at a place within the city
where such meeting is to be held, which place shall be specified in the notice
of such meeting, or, if not so specified, at the place where such meeting is to
be held, and such list shall be produced and kept at the time and place of such
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

Section 1.06. Quorum. At all meetings of stockholders, the holders of record,
present in person or by proxy, of shares having a majority of the voting power
of the stock of the corporation entitled to vote thereat, shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the
absence of a quorum, the holders of record of shares having a majority of the
voting power of the stock of the corporation represented in person or by proxy
at the time and place of the meeting, or of any adjournment thereof, may adjourn
the meeting from time to time, without notice other than announcement at the
time and place of such meeting or adjournment, until a quorum shall be present.
At any adjourned session of any such meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed.

Section 1.07. Voting. When a quorum is present at any meeting of stockholders,
the vote of the holders of shares having a majority of the voting power of the
stock of the corporation represented and entitled to vote at such meeting shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of law or of the Certificate of Incorporation or
these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. A stockholder
may vote either in person or by proxy, but no proxy shall be voted or acted upon
after three years from its date unless the proxy provides for a longer period.

Section 1.08. Consent in lieu of meeting. Any action required or permitted to be
taken at a meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if consents in writing, setting forth the action so
taken, shall be signed by the holders of record of shares having not less than
the minimum voting power that would be necessary to take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

Article II

Directors

Section 2.01. Number. The number of directors which shall constitute the whole
Board of Directors shall be no fewer than three nor more than thirty. The first
Board of Directors shall consist of three directors. Thereafter, within the
minimum and maximum

above specified, the number of directors which shall constitute the whole Board
of Directors shall be determined by resolution of the Board of Directors or, in
the absence thereof, shall be the number of directors elected at the preceding
annual meeting of stockholders.

Section 2.02. Election; Qualification. Directors shall be elected at each annual
meeting of stockholders, and may also be elected as provided in Section 2.04 of
this Article. Directors shall be chosen by a plurality of the votes cast.
Directors need not be stockholders of the corporation. No person may be
nominated for election as a director unless written notice of intention to
nominate such person shall have been given to the Chairman, the President or the
Secretary of the corporation by a stockholder entitled to notice of and to
attend a meeting of stockholders at which directors are to be elected no later
than fifteen (15) business days before such meeting. Such notice shall contain
the name, address and occupation of the nominee. The foregoing notice provision
shall not apply to any person nominated by the Board of Directors for election
as a director in the place of any person nominated by the Board who, after the
notice of the meeting of stockholders has been mailed and prior to the meeting,
dies or declines or is unable to serve as a director if nominated and elected.

Section 2.03. Term of Office. Each director shall serve until his successor is
elected and qualified, or until his death, resignation, disqualification or
removal.

Section 2.04. Resignations; Filling of Vacancies. Any director may resign at any
time by giving notice of such resignation to the Board of Directors, the
Chairman, the President or the Secretary. Unless otherwise specified in such
notice, such resignation shall be effective upon receipt of such notice by the
Board of Directors or such officers. Vacancies in the Board of Directors,
whether caused by resignation, removal, death or any other reason, and newly
created directorships resulting from any increase in the authorized number of
directors, may be filled either by majority vote of the directors then remaining
in office (whether or not sufficient in number to constitute a quorum), or by a
sole remaining director, or by a plurality of the votes cast at the meeting of
stockholders held for that purpose. In the event that one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned effective at a
future date, shall have power to fill the vacancy or vacancies which will result
when such resignation or resignations become effective, the vote thereon to take
effect when such resignation or resignations become effective.

Section 2.05. Powers. The business and affairs of the corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

Article III

Meetings of the Board of Directors

Section 3.01. Place. Meetings of directors, both regular and special, may be
held either within or without the State of Delaware.

Section 3.02. Annual and Regular Meetings. The annual meeting of the Board of
Directors for the election of officers, and for the transaction of such business
as may be deemed desirable by the directors present, shall be held in each year
immediately following the annual meeting of stockholders, at the place of such
meeting, or at such time and place as the retiring Board of Directors may have
designated. If the annual meeting of the Board of Directors is so held, no
notice thereof need be given. If the annual meeting shall be held as soon after
the annual meeting of stockholders as practicable, upon notice as required for
special meetings of the Board of Directors under Section 3.03. The Board of
Directors from time to time may provide for the holding of regular meetings and
fix the times and places of such meetings, and no notice need be given of
regular meetings held at the times and places so fixed.

Section 3.03. Special Meetings and Notice thereof; Waiver of Notice. Special
meetings of the Board of Directors may be called at any time by the Chairman or
Vice Chairman of the Board, the President or the Secretary, and shall be called
by the Chairman, the President or the Secretary upon the written request of any
two directors, such written request to state the purpose or purposes of the
meeting and to be delivered to the Chairman, the President or the Secretary.
Notice of each special meeting of the Board of Directors shall be mailed to each
director, postage prepaid, addressed to him at his residence or his usual place
of business, at least two days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegram, radio or cable or shall
be telephoned or delivered to him personally not later than the day before the
meeting is to be held. Notice of any special meeting need not be given to any
director who shall attend such meeting in person or who shall waive notice
thereof in writing or by telegram, radio or cable, either before, after or at
the time of such meeting. Except as otherwise provided by law, notice of any
adjourned meeting of the Board of Directors need not be given.

Section 3.04. Quorum. At each meeting of the Board of Directors (subject to the
provision of Section 2.04 regarding the filling of vacancies), the presence of a
majority of the total number of directors constituting the whole Board of
Directors shall constitute a quorum for the transaction of business. Except as
otherwise provided in these By-Laws, the vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, a majority of the directors
present at the time and place of any meeting or of any adjournment thereof (or
if only one director be present, then that one) may adjourn the meeting from
time to time, without notice other than announcement at the time and place of
such meeting or adjournment, until a quorum shall be present. At any adjourned
session of any such meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

Section 3.05. Consent in lieu of Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of

the Board of Directors consent thereto in writing and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.

Section 3.06. Participation of Telephone. Directors may participate in any
meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and such participation shall constitute such
directors' presence at such meeting.

Article IV

Executive Committee and Other Committees

Section 4.01. Creation of Committee. The Board of Directors may, by action of a
majority of the whole Board of Directors, designate an Executive Committee
and/or one or more other committees, each consisting of two or more directors.

Section 4.02. Powers of Committee. Subject to any limitations imposed by law or
by resolution adopted by a majority of the whole Board of Directors, the
Executive Committee shall have and may exercise, when the Board of Directors is
not in session, all power and authority of the Board of Directors in the
management of the business and affairs of the corporation, except any power or
authority in reference to (a) amending the Certificate of Incorporation, (b)
approving an agreement of merger or consolidation, (c) recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (d) approving the dissolution of the
corporation or the revocation of a dissolution, (e) altering, amending or
repealing these By-Laws, (f) declaring a dividend or authorizing any other
distribution to the stockholders, (g) authorizing the issuance of capital stock
of the corporation, or any rights, options or warrants to acquire the same,
except pursuant to a plan previously approved by the Board of Directors, (h)
designating any committee of the Board of Directors or appointing or removing a
member of any committee designated by the Board of Directors, (i) filling
vacancies on the Board of Directors, or (j) electing or removing the Chairman or
Vice Chairman of the Board or an officer of the corporation. Each other
committee shall have and may exercise, when the Board of Directors is not in
session, such powers, not exceeding those which may be granted to the Executive
Committee, as the Board of Directors shall confer.

Section 4.03. Meetings and Proceedings. Except as otherwise provided in these
By-Laws or by resolutions of the Board of Directors, each committee may adopt
its own rules governing the conduct of its proceedings. All action by any
committee shall be reported to the Board of Directors at the next meeting
thereof and shall be subject to revision and alteration by the Board of
Directors, provided that no such revision or alteration shall affect the rights
of third parties. At each meeting of any committee, the presence of a majority
of the total number of members constituting the committee shall constitute a
quorum for the transaction of business. The vote of a majority of the members of
the committee present at any meeting at which a quorum is present shall be the
action of the committee.

Section 4.04. Term of Office; Resignations; Removals; Filling of Vacancies. The
term of office of a member of a committee shall be as provided in the resolution
of the Board of Directors designating the committee or designating him as a
member but shall not exceed his term of office as a director. If prior to the
end of his term of office as a member of a committee a member should cease to be
a director, he shall cease to be a member of the committee. Any member of any
committee may resign at any time by giving notice of such resignation to the
Board of Directors, the Chairman, the President or the Secretary. Unless
otherwise specified in such notice, such resignation shall be effective upon
receipt of such notice by the Board of Directors or such officer. Any member of
any committee may be removed at any time from such committee, either for or
without cause, by action of a majority of the whole Board of Directors.
Vacancies in any committee may be filled by the Board of Directors by action of
a majority of the whole Board of Directors.

Article V

Officers

Section 5.01. Election; Number; Qualifications; Term. The officers of the
corporation shall be elected by a majority of the whole Board of Directors, and
shall include a Chairman, a Vice Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer,
one or more Assistant Treasurers and such other officers as may be elected in
the discretion of the Board of Directors. Any two or more offices may be held by
the same person. Officers need not be directors or stockholders of the
corporation. Each officer shall hold office until his successor is elected and
qualified, or until his death, resignation, disqualification or removal.

Section 5.02. Powers and Duties in general. In addition to the powers and duties
prescribed by these By-Laws or assigned to them by the Board of Directors, the
officers and assistant officers shall have such powers and duties as are usually
incident to their respective offices, subject to the control of the Board of
Directors.

Section 5.03. The Chairman. The Chairman shall preside at all meetings of the
Board of Directors and of the stockholders, shall appoint the members of all
committees of the Board unless such members are designated by the Board and
shall, subject to the control of the Board of Directors, have general charge of
the business and affairs of the corporation and general supervision of its
officers, employees and agents.

Section 5.04. The Vice Chairman of the Board. The Vice Chairman of the Board
shall, during the absence of the Chairman, preside at meetings of the Board of
Directors and make any necessary appointments of members of committees of the
Board. He shall also perform such other duties as may be assigned to him by the
Board.

Section 5.05. The President. The President shall, during any absence of the
Chairman, preside at meetings of the stockholders and carry out all of the
duties of the Chairman not assigned by Section 5.04 to the Vice Chairman of the
Board, he shall preside at meetings

of the Board of Directors and make any necessary appointments of members of
committees of the Board. He shall also perform such other duties as may be
assigned to him by the Chairman or the Board of Directors and he shall prepare
and present reports to the Board concerning the state of the corporation's
business and affairs. The Board may designate one of the other officers of the
corporation to perform the duties of the President in his absence.

Section 5.06. The Vice Presidents. An Executive Vice President, a Senior Vice
President or Vice President shall perform such duties as from time to time may
be assigned to him by the President or by the Board of Directors or by any
committee thereunto authorized.

Section 5.07. The Secretary. The Secretary shall cause the minutes of all
proceedings of the stockholders and the Board of Directors to be recorded in the
minute book of the corporation, shall cause all notices to be duly given in
accordance with the provisions of these By-Laws and as required by law, and
shall have charge and custody of the records and the seal of the corporation.

Section 5.08. The Treasurer. The Treasurer shall have charge and custody of the
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements, shall deposit all monies and other valuable effects
in the name and to the credit of the corporation in such depositories as may be
designated in accordance with these By-Laws, and shall render a report and
account of the transactions of the corporation and of the financial condition of
the corporation whenever so required by the Board of Directors, the Chairman or
the President.

Section 5.09. Resignations; Removals; Filling of Vacancies. Any officer may
resign at any time by giving notice of such resignation to the Board of
Directors, the Chairman, the President or the Secretary. Unless otherwise
specified in such notice, such resignation shall be effective upon receipt of
such notice by the Board of Directors or such officer. Any officer may be
removed at any time, either for or without cause, by action of a majority of the
whole Board of Directors.

Section 5.10. Bonding. None of the officers, assistant officers and other
employees, agents or representatives of the corporation shall be required to
give bond unless the Board of Directors shall in its discretion require any such
bond or bonds. Any bond so required shall be payable to the corporation in such
amount and with such conditions and security as the Board of Directors may
require.

Article VI

Instruments, Deposits, Checks, Proxies

Section 6.01. Execution of Instruments. The Chairman, the President or any Vice
President may enter into any contract or execute and deliver any instrument
(including, but not limited to, any check, bill of exchange, order for the
payment of money, promissory note, acceptance, evidence of indebtedness or proxy
to vote with respect to shares of stock of another corporation owned by or
standing in the name of the

corporation) in the name and on behalf of the corporation, subject to the
control of the Board of Directors. The Board of Directors may authorize any
officer, employee or agent to enter into any contract or execute and deliver any
such instrument in the name and on behalf of the corporation, and such
authorization may be general or confined to specific instances. To the extent
authorized by the Board of Directors the signature of any such person may be a
facsimile.

Section 6.02. Deposits. Monies and other valuable effects of the corporation may
be deposited from time to time to the credit of the corporation with such
depositories as may be selected by the Board of Directors or by any committee,
officer or agent of the corporation to whom power of selection may be delegated
from time to time by the Board of Directors.

Article VII

Stock Certificates; Registered Holders

Section 7.01. Issuance; Signatures. Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by the Chairman, the President or a Vice President, and by either
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, of the corporation certifying the number of shares owned by him in
the corporation. If such certificate is countersigned by a transfer agent other
than the corporation or one of its employees, or a registrar other than the
corporation or its employees, any other signature on the certificate may be a
facsimile. Stock certificates shall be in such form as shall be approved by the
Board of Directors.

Section 7.02. Continuing Validity of Signatures. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon any such certificate shall cease to be such officer, transfer agent or
registrar, whether because of death, resignation or otherwise, before such
certificate is issued, such certificate may nevertheless be issued by the
corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

Section 7.03. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive any dividend payment, distribution or
allotment of rights, or entitled to exercise rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting nor more
than sixty days prior to any other action, and only such stockholders as shall
be stockholders of record on the record date so fixed shall be entitled to such
notice of or to be present or to vote at such meeting or any adjournment
thereof, or to express such consent, or to receive such payment, distribution or
allotment, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

Section 7.04. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to have the rights of a stockholder with respect thereto, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.

Section 7.05. Lost Certificates. When any certificate of stock is alleged to
have been lost, destroyed or wrongfully taken the corporation shall issue a new
certificate if the owner (a) so requests before the corporation has notice that
the certificate has been acquired by a bona fide purchaser, (b) files with the
corporation a sufficient indemnity bond and (c) satisfies any other reasonable
requirements imposed by the corporation. The Board of Directors may waive the
requirement of any such indemnity bond.

Article VIII

Miscellaneous

Section 8.01. Offices. The principal office of the corporation in the State of
Delaware shall be at 100 West Tenth Street, Wilmington, Delaware. The
corporation may also have offices at other places within or without the State of
Delaware.

Section 8.02. Fiscal Year. The fiscal year of the corporation shall begin on the
1st day of January in each year, and shall end on the 31st day of December in
such year.

Section 8.03. Seal. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced.

Section 8.04. Compensation of Directors. The Board of Directors shall have
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance of each meeting of the Board of Directors
and/or a stated salary as director. Members of committees may be allowed like
compensation and expenses for attending committee meetings. No such payment
shall preclude any director or committee member from serving the corporation in
any other capacity and receiving compensation therefor.

Section 8.05. Compensation of Officers and Employees. The compensation of the
Chairman, the Vice Chairman of the Board, the President and, to the extent the
Board of Directors shall deem advisable, the compensation of all other officers,
employees, agents and representatives of the corporation shall be fixed by the
Board of Directors or in accordance with procedures adopted by it. Compensation
may be contingent and/or measured in whole or in part by the profits of the
corporation and its subsidiaries or a segment thereof. Bonuses, other extra or
incentive compensation, deferred compensation and retirement benefits may be
paid. Such amounts may be payable in cash, stock of the corporation or other
property. The Board of Directors may delegate the authority

contained in this section to such directors, officers, employees or agents of
the corporation as the Board of Directors deems advisable.

Section 8.06. Amendment of By-Laws. The By-Laws may be altered, amended or
repealed from time to time, and new By-Laws may be made and adopted, by action
of a majority of the whole Board of Directors or by the stockholders.

<PAGE>

EXHIBIT 5

THOMPSON HINE & FLORY LLP
2000 Courthouse Plaza N.E.
P.O. Box 8801
Dayton, OH 45401-8801

September 28, 1998

Omnicare, Inc.
50 East RiverCenter Blvd.
Suite 1530
Covington, KY 41011

Ladies and Gentlemen:

Reference is made to the offering by certain stockholders of Omnicare,
Inc., a Delaware corporation (the "Company"), of up to an aggregate of 301,379
shares of the Company's Common Stock, par value $1.00 per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 being filed under the
Securities Act of 1933 (the "Registration Statement"). The Shares are comprised
of:

(i) 55,384 Shares issued to Martin Weiss;

(ii) 27,692 Shares issued to Solomon Goldner;

(iii) 9,231 Shares issued to Ronald J. Mayer;

(iv) 8,174 Shares issued to Strategic Alliance Network;

(v) 8,145 Shares issued to Edwin Bernstein;

(vi) 8,145 Shares issued to Benjamin Yellin;

(vii) 23,545 Shares issued to Anthony Chase;

(viii) 23,545 Shares issued to Kathy Chase;

(ix) 83,269 Shares issued to Cherry Hill Pharmacy, Inc.; and

(x) 54,249 Shares issued to LTPC, Inc.

As counsel for the Company, we have examined and are familiar with the
Restated Certificate of Incorporation, as amended, of the Company and various
corporate records and proceedings relating to the organization of the Company
and the issuance of the Shares. Based upon the foregoing and upon investigation
of such other matters as we considered appropriate to permit us to render an
informed opinion, it is our opinion that:

1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

2. The Shares are duly authorized, validly issued, fully paid
and nonassessable.

We consent to the use of this opinion as an Exhibit to the Registration
Statement and we consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. Except
as set forth in the preceding sentence, this opinion may not be relied upon by
any other person, or used by you for any other purpose, without our prior
written consent.

Very truly yours,

/s/ Thompson Hine & Flory LLP

<PAGE>

EXHIBIT 23(a)

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report on
the Omnicare, Inc. consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
dated January 30, 1998 (except as to the poolings-of-interests with CompScript,
Inc. and IBAH, Inc. which are as of June 26, 1998 and June 29, 1998,
respectively, and except for Note 13, which is as of April 17, 1998), appearing
in the Omnicare, Inc. Current Report on Form 8-K dated September 28, 1998. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP

Cincinnati, Ohio
September 28, 1998