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Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 13
(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)
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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 the Prospectus Supplements Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11
and 12 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 and July 16, 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
August 4, 1998 the closing price of the Common Stock on the NYSE Composite Tape
was $37.00.
The following table sets forth certain information concerning
California Public Employees' Retirement System (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 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 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>
California Public Employees' $7,000,000 2.0% 176,767 *
Retirement System
</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 August 6, 1998
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