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Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 18
(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, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 14, 15, 16 and 17 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, July 13, 1998, July 16, 1998, August 6, 1998, August
18, 1998, August 27, 1998, September 8, 1998 and September 14, 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
September 23, 1998 the closing price of the Common Stock on the NYSE Composite
Tape was $36.75.
The following table sets forth certain information concerning Credit
Suisse First Boston Corporation, Jefco, MFS Series Trust I - MFS Convertible
Securities Fund and MFS Series Trust V - MFS Total Return Fund (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 Securityholder." Neither the Selling Securityholders nor any of
their affiliates have held any
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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.
<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>
Credit Suisse First Boston
Corporation $ 120,000 * 3,030 *
Jefco 20,000 * 505 *
MFS Series Trust I - MFS
Convertible Securities 3,000 * 75 *
Fund
MFS Series Trust V - MFS
Total Return Fund 1,497,000 * 37,803 *
<FN>
- ----------------
* 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 September 25, 1998.
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