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FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-68443
PROSPECTUS
OMNICARE, INC.
COMMON STOCK
The stockholders of Omnicare, Inc. listed in this prospectus under the
caption "Selling Stockholders" may offer to sell up to 631,851 shares of
common stock of Omnicare under this prospectus. Omnicare will not receive any
of the proceeds from such sales.
The Selling Stockholders may sell the shares from time to time, on or
off the New York Stock Exchange, at prices then obtainable.
The Selling Stockholders and participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933
with respect to the sale of the shares.
Our common stock is listed on the New York Stock Exchange under the
symbol "OCR." On December 11, 1998, the closing price for the common stock was
$27.50.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is December 14, 1998
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YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. THE COMMON STOCK
IS NOT BEING OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENTS.
TABLE OF CONTENTS
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The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information . . . . . . . . . . . . . . . . . 2
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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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. Omnicare purchases, repackages and
dispenses pharmaceuticals, both prescription and non-prescription, and provides
computerized medical recordkeeping and third-party billing for patients in such
facilities. Omnicare 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, Omnicare 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. Omnicare currently provides these services to over
568,000 residents in over 7,500 nursing homes and other long-term care
facilities in 41 states. Omnicare also provides comprehensive clinical research
services for the pharmaceutical and biotechnology industries.
Omnicare's executive offices are located at 100 East RiverCenter Blvd.,
Covington, Kentucky 41011, and its telephone number is (606) 392-3300.
WHERE YOU CAN FIND MORE INFORMATION
Omnicare files annual, quarterly and special reports, proxy statements
and other information required by the Securities Exchange Act of 1934, with the
Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the following SEC public reference rooms:
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450 5th Street, N.W. Seven World Trade Center Northwest Atrium Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
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Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.
Our SEC filings are also available to the public from the SEC's web site
at: http://www.sec.gov.
Copies of these reports, proxy statements and other information also can
be inspected at the following address:
New York Stock Exchange
20 Broad Street
New York, New York 10005.
This prospectus is part of a registration statement on Form S-3 we filed
with the SEC. This prospectus does not include all the information contained in
the registration statement and its exhibits. For further information with
respect to Omnicare and the common stock, you should consult the registration
statement and its exhibits. There are statements contained in this prospectus
concerning the provisions of other documents. These statements are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The registration
statement, including exhibits filed as a part of the registration statement or
an amendment to the registration statement, are available for inspection and
copying at the locations listed above.
The SEC allows us to incorporate by reference the information we file
with them, which means we can disclose important information to you by referring
to those documents. The information incorporated by reference is considered to
be a part of this prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed.
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998, and September 30, 1998;
(c) Current Reports on Form 8-K filed February 18, 1998, April 20,
1998, May 19, 1998, August 7, 1998, August 20, 1998, September 28, 1998
and September 28, 1998 as amended November 30, 1998; and
(d) Form 8-A Registration Statement filed September 14, 1993.
With respect to the documents listed above, if a statement in this
prospectus conflicts with a statement in a document incorporated by reference in
this prospectus, the statement in the prospectus will modify or supersede it.
The statement will constitute a part of this prospectus only in its modified or
superseded form.
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You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Cheryl D. Hodges
Omnicare, Inc.
100 East RiverCenter Blvd., Suite 1600
Covington, Kentucky 41011
(606) 392-3300
SELLING STOCKHOLDERS
The following table sets forth the maximum number of shares that may be
sold by each Selling Stockholder under this prospectus.
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NAME OF SELLING STOCKHOLDER NUMBER OF SHARES
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Extendicare Health Services, Inc. 125,000(1)
1351 Southside Apothecary, Ltd. 199,279(2)
E.B.K. Enterprises, Inc. 51,466(2)
Ronald C. Coffin 8,154(3)
Michael J. Fiori(4) 27,955(3)
David W. Medina 219,997(5)
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(1) Extendicare acquired these shares when it sold substantially all of its
institutional pharmacy operations to Omnicare. Extendicare has agreed not to
sell these shares prior to March 16, 1999. Extendicare also owns warrants to
purchase 1,500,000 shares (approximately 1.7% of the outstanding shares) at $48
per share, exercisable from September 16, 2001 to September 16, 2005. Omnicare
provides pharmacy services to Extendicare.
(2) The Selling Stockholder acquired these shares in connection with the
acquisition by Omnicare of the businesses of 1351 Southside Apothecary, Ltd. and
E.B.K. Enterprises, Inc.
(3) The Selling Stockholder acquired these shares in connection with the
acquisition by Omnicare of Downeast Pharmacy, Inc. and in the case of Mr. Fiori,
also in connection with a non-competition agreement among the Selling
Stockholder, Omnicare and a subsidiary of Omnicare.
(4) Michael J. Fiori is an employee of a subsidiary of Omnicare.
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(5) The Selling Stockholder acquired these shares when he sold the assets and
liabilities of his institutional pharmacy business, which conducted business
under the name of Creekside Managed Care Pharmacy, to Omnicare. Mr. Medina is an
employee of a subsidiary of Omnicare.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer their shares for sale in one or more
of the following transactions (which may include block transactions):
- on the New York Stock Exchange,
- in the over-the-counter market,
- in transactions other than on an exchange or in the over-the-
counter market or
- in a combination of any such transactions.
The Selling Stockholders may sell shares at prevailing market prices, at
negotiated prices or at fixed prices. The Selling Stockholders may sell shares
to or through underwriters, brokers or dealers, who may receive compensation in
the form of discounts or commissions from the Selling Stockholders and who may
receive commissions from the purchasers of shares for whom they may act as
agent.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to Omnicare's Current Report on Form 8-K filed on September 28, 1998,
for the 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 that firm as experts in auditing
and accounting.
The financial statements of the institutional pharmacy operations
acquired from Extendicare as of and for the year ended December 31, 1997
incorporated in this prospectus by reference to Omnicare's Current Report on
Form 8-K filed on September 28, 1998, as amended November 30, 1998, have been so
incorporated in reliance on the report of KPMG Peat Marwick LLP, independent
certified public accountants, to the extent and for the periods appearing
therein, upon the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The legality of the shares offered by this prospectus will be passed
upon for Omnicare by Thompson Hine & Flory LLP.
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