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Filed Pursuant to Rule 424(b)(3)
File Number 333-45825
PROSPECTUS SUPPLEMENT NO. 11
(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 and 10
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 and June 29, 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
10, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$38.125.
The following table sets forth certain information concerning
BancAmerica Robertson Stephens, CPR (USA), Lehman Brothers and Libertyview Plus
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 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
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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>
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>
BancAmerica Robertson Stephens $ 500,000 * 12,626 *
CPR (USA) 780,000 * 19,696 *
Lehman Brothers 6,470,000 1.9% 163,383 *
Libertyview Plus Fund 624,000 * 15,757 *
</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 13, 1998
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