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Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 12
(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, 7, 8, 9, 10 and
11 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
and July 13, 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 July
15, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$36.125.
The following table sets forth certain information concerning Value
Line Convertible Fund, Inc. (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, no estimate can be
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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>
Value Line Convertible Fund, Inc. $1,000,000 * 25,252 *
</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 July 16, 1998
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