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Filed Pursuant to Rule 424(b)(3)
File Number 333-45825
PROSPECTUS SUPPLEMENT NO. 8
(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 and 7 dated
February 26, 1998, March 6, 1998, April 1, 1998, April 17, 1998, April 27,
1998, May 5, 1998 and May 15, 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 May
26, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$35.187.
The following table sets forth certain information concerning McMahan
Securities Co. L.P., New York Life Insurance Company and New York Life Insurance
& Annuity Corporation (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 Stock that will be
held by the Selling Securityholders upon termination of sales pursuant to this
Prospectus Supplement.
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<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>
McMahan Securities Co. $ 1,500,000 * 37,878 *
L.P.
New York Life Insurance 22,000,000 6.37% 555,555 *
Company
New York Life Insurance 1,500,000 * 37,878 *
& Annuity Corporation
<FN>
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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.
</TABLE>
The date of this Prospectus Supplement is May 27, 1998.
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