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Filed Pursuant to Rule 424(b)(3)
File Number 333-45825
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated February 13, 1998
and Prospectus Supplement No. 1 dated
February 26, 1998)
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 Prospectus Supplement No. 1 dated February 26, 1998 (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 March
4, 1998 the closing price of the Common Stock on the NYSE Composite Tape was
$37.75.
The following table sets forth certain information concerning Merrill
Lynch International LTD, Merrill Lynch, Pierce, Fenner & Smith, Inc., Paloma
Securities L.L.C. and Silverton International Fund Limited (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
percentage of Debentures or Common Stock that will be held by the Selling
Securityholders upon termination of sales pursuant to this Prospectus
Supplement.
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<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>
Merrill Lynch International $12,000,000 3.48% 303,030 *
LTD
Merrill Lynch, Pierce, $2,680,000 * 67,676 *
Fenner & Smith, Inc.
Paloma Securities L.L.C. $3,800,000 2.55%*** 95,959 *
Silverton International $2,100,000 * 53,030 *
Fund Limited
<FN>
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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.
*** Includes holdings disclosed in the Prospectus.
</TABLE>
The date of this Prospectus Supplement is March 6, 1998
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