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Filed Pursuant to Rule 424(b)(3)
File Number 333-48059
PROSPECTUS
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of 268,386 shares (the
"Shares") of Common Stock, par value $1.00 per share, of Omnicare, Inc.
("Omnicare" or the "Company") by the Selling Stockholders named herein under
"Selling Stockholders," who either (a) acquired the Shares pursuant to a
purchase agreement entered into in connection with the acquisition of certain
assets of Jacobs Drug, Inc., d/b/a Jacobs Health Care Systems ("Jacobs") or (b)
acquired or have the right to acquire the Shares pursuant to warrants issued as
compensation for consulting services provided or to be provided to Omnicare.
Omnicare will not receive any proceeds from the sale of the Shares covered by
this Prospectus.
The Common Stock is listed on the New York Stock Exchange under the
symbol OCR.
The Shares covered by this Prospectus may be offered for sale from time
to time on the New York Stock Exchange or otherwise, at prices then obtainable.
Certain persons who sell the Shares covered by this Prospectus, and any
broker or dealer to or through whom any such person shall sell such securities,
may be deemed to be underwriters within the meaning of the Act with respect to
the sale of such securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is March 23, 1998
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY THE
COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION WITHIN ANY STATE
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Omnicare is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at its principal offices at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at prescribed rates at the principal offices
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains an Internet web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of that site is
http://www.sec.gov. The Company's Common Stock is listed on the New York Stock
Exchange (Symbol: OCR), and reports and information concerning the Company can
be inspected at such exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Act with respect to the Common Stock offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all the information set forth in the Registration Statement and
the exhibits filed therewith, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. Statements
contained herein concerning the provisions of such documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
The Registration Statement and the exhibits thereto can be inspected and copied
at the public reference facilities and regional offices referred to above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended; the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, as amended, June 30, 1997 and September 30,
1997, as amended; the Company's Current Reports on Form 8-K dated January 31,
1997, February 6, 1997, May 31, 1997, August 6, 1997, August 8, 1997, September
12, 1997 (as amended September 29, 1997 and December 4, 1997), December 1, 1997,
December 10, 1997 and February 18, 1998; and the Company's Form 8-A Registration
Statement filed September 14, 1993 are hereby incorporated by reference in this
Prospectus. All documents filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering being made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as modified or superseded, to constitute a part of this
Prospectus. The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been or
may be incorporated by reference herein (other than exhibits to such documents
which are not specifically incorporated by reference into such documents). Such
requests should be directed to Omnicare, Inc., 50 East RiverCenter Blvd. --
Suite 1530, Covington, Kentucky 41011, Attention: Corporate Secretary -- Cheryl
D. Hodges (telephone: (606) 291-6800).
THE COMPANY
Omnicare is a leading independent provider of pharmacy and related
services to long-term care institutions such as nursing homes, retirement
centers and other institutional health care facilities. The Company purchases,
repackages and dispenses pharmaceuticals, both prescription and
non-prescription, and provides computerized medical recordkeeping and
third-party billing for patients in such facilities. The Company 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, the Company 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. The
Company currently provides these services to approximately 448,600 residents in
over 5,500 nursing homes and other long-term care facilities in 37 states.
The Company's executive offices are located at 50 East RiverCenter
Blvd. - Suite 1530, Covington, Kentucky 41011, and its telephone number is (606)
655-1180.
SELLING STOCKHOLDERS
Set forth below for each of the Selling Stockholders, who acquired
Shares in connection with the issuance of warrants and the acquisitions
identified on the cover page of this Prospectus,
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are the maximum number of Shares that may be sold by such Selling Stockholder
hereunder.
<TABLE>
<CAPTION>
SELLING STOCKHOLDER NUMBER OF SHARES OWNED
- ------------------- ----------------------
<S> <C>
Norman K. Jacobson 154,386(1)
Stern Stewart & Co. 114,000(2)
<FN>
- ---------------------
(1) These Shares were acquired by Jacobs pursuant to an acquisition agreement
dated January 5, 1997 between the Company and Jacobs under which the Company
acquired certain assets of Jacobs. These Shares were then transferred by Jacobs
to Norman K. Jacobson. Mr. Jacobson is employeed by a Subsidiary of the Company.
(2) These Shares are issuable upon the exercise of warrants (which warrants are
not exercisable prior to November 5, 1999) at an exercise price of $35 per
share. The warrants were acquired as compensation for consulting services
provided or to be provided by the Selling Stockholder to the Company.
</TABLE>
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with respect to
the Shares. Distribution of the Shares by the Selling Stockholders may be
effected from time to time in one or more transactions (which may involve block
transactions) (i) on the New York Stock Exchange, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchange or in the
over-the-counter market or (iv) in a combination of any such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Stockholders may
effect such transactions by selling Shares to or through underwriters, brokers
or dealers, and such underwriters, brokers or dealers may receive compensation
in the form of discounts or commissions from the Selling Stockholders and may
receive commissions from the purchasers of Shares for whom they may act as
agent.
DESCRIPTION OF COMMON STOCK
The Common Stock has no preemptive rights and no redemption, sinking
fund or conversion provisions. All shares of Common Stock have one vote on any
matter submitted to the vote of stockholders. The Common Stock does not have
cumulative voting rights. Upon any liquidation of the Company, the holders of
Common Stock are entitled to receive, on a pro rata basis, all assets then
legally available for distribution after payment of debts and liabilities and
preferences on preferred stock, if any. Holders of Common Stock are entitled to
receive dividends when and as declared by the Board of Directors out of funds
legally available therefor (subject to the prior rights of preferred stock, if
any). All outstanding shares of Common Stock are fully paid and nonassessable.
The Board of Directors, without further action by the stockholders, is
authorized to issue preferred stock in one or more series and to designate as to
any such series the dividend rate, redemption prices, preferences on liquidation
or dissolution, sinking fund terms, conversion rights, voting rights and any
other preferences or special rights and qualifications.
With certain exceptions, in the event a person owns 10% or more of the
Company's stock
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entitled to vote, the approval of holders of a majority of the shares not so
owned is required to authorize (1) any merger of the Company with such person,
(2) any sale, lease or other disposition of all or substantially all of the
Company's assets to such person or (3) certain issuances and transfers of
securities of the Company to such person. Directors may be removed without cause
only by the affirmative vote of the holders of two-thirds of the Company's
capital stock entitled to vote on the election of directors. The Board of
Directors of the Company, when evaluating any offer of another person to make a
tender or exchange offer, merge or purchase or otherwise acquire all or
substantially all of the assets of the Company, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Company and its stockholders, give due consideration to all relevant factors,
including the social and economic effects on employees, customers, suppliers and
other constituents of Omnicare and on the communities in which Omnicare operates
or is located. The sections of the Company's Restated Certificate of
Incorporation described in this paragraph may not be altered, amended or
repealed without approval of the holders of two-thirds of the outstanding shares
of each class entitled to vote thereon as a class.
EXPERTS
The audited financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (as amended on Form 10-K/A filed August 6, 1997) have been so
incorporated in reliance on the report of Price Waterhouse LLP to the extent and
for the periods appearing therein, given on the authority of said firm as
experts in auditing and accounting.
The audited financial statements of American Medserve Corporation as of
December 31, 1996 and 1995 and for the year ended December 31, 1996, the six
months ended December 31, 1995 and the year ended June 30, 1995 incorporated in
this Prospectus by reference to the Company's Current Report on Form 8-K dated
September 12, 1997 (as amended September 29, 1997 and December 4, 1997) have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby by the
Selling Stockholders will be passed upon for the Company by Thompson Hine &
Flory LLP.
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