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Filed Pursuant to Rule 424(b)(3)
File Number 333-45825
PROSPECTUS SUPPLEMENT NO. 5
(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 and 4 dated February 26,
1998, March 6, 1998, April 1, 1998 and April 17, 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
23, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$37.125.
The following table sets forth certain information concerning BT
Alex.Brown, Janus Aspen Balanced Portfolio NB13, Janus Aspen Equity Income
Portfolio NB31, Janus Balanced Fund NB08, Janus Equity Income Fund NB28 and
Nomura Securities (Bermuda) Ltd. (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 Debentures and
Conversion Shares, no estimate can be given as to the percentage of Debentures
or Common
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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> <C>
BT Alex.Brown $ 125,000 * 3,156 *
Janus Aspen Balanced 5,195,000 1.51% 131,186 *
Portfolio NB13
Janus Aspen Equity 65,000 * 1,641 *
Income Portfolio NB31
Janus Balanced Fund 5,613,000 1.63% 141,742 *
NB08
Janus Equity Income Fund 1,027,000 * 25,934 *
NB28
Nomura Securities 8,500,000 2.46% 214,646 *
(Bermuda) Ltd.
</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 27, 1998
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