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FILED PURSUANT TO RULE 424(b)(3)
FILE NUMBER 333-78965
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 64,254 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 June 9, 1999, the closing price for the common stock was
$18.62.
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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 June 10, 1999
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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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Page
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The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information . . . . . . . . . . . . . . . . . 3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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THE COMPANY
OMNICARE, INC.
100 East RiverCenter Blvd.
Suite 1600
Covington, Kentucky 41011
(606) 392-3300
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, through its subsidiaries:
purchases, repackages and dispenses pharmaceuticals, both prescription and
non-prescription;
provides computerized medical recordkeeping and third-party billing for
patients in its customers' facilities;
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; and
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.
As of the date of this prospectus, Omnicare provided these services to
over 617,300 residents in approximately 8,600 skilled nursing facilities,
assisted living communities and other healthcare institutions in 43 states.
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Omnicare also provides comprehensive clinical research services for the
pharmaceutical and biotechnology industries.
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. 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 Citicorp 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.
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 the offering to
which this prospectus relates is completed:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
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(c) Current Report on Form 8-K dated May 18, 1999; and
(d) Form 8-A Registration Statements filed September 14, 1993
(containing a description of Omnicare's common stock) and May 18, 1999
(containing a description of Omnicare's Series A Junior Preferred
Stock).
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.
You may request a copy of these filings (other than exhibits), at no
cost, by writing or telephoning us at the following address:
Peter Laterza
Omnicare, Inc.
100 East RiverCenter Blvd., Suite 1600
Covington, Kentucky 41011
(606) 392-3300
If you would like to request documents from Omnicare, please do so at
least five business days prior to the date on which a final investment decision
is made to ensure timely delivery.
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SELLING STOCKHOLDERS
The following table sets forth the maximum number of shares that may be
sold by the Selling Stockholders under this prospectus.
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NAME OF SELLING STOCKHOLDER NUMBER OF SHARES
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Synergy Healthcare Services, L.L.C. 64,254(1)
Edwin M. Lewis 27,379(2)(3)
Christina Sabin-Scharff 21,917(2)(3)
Kathleen Barry 3,958(2)
Barbara Chan 3,958(2)
Edward Morrissey 3,958(2)
Marilyn Booker 3,084(2)
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(1) Synergy Healthcare Services, L.L.C. ("Synergy") is a Maryland limited
liability company of which the following persons are members: Edwin M. Lewis,
Christina Sabin-Scharff, Kathleen Barry, Barbara Chan, Edward Morrissey and
Marilyn Booker (the "Synergy Members"). Synergy acquired these shares in
connection with the acquisition by Omnicare of certain assets of Synergy.
Synergy may sell its shares under this prospectus or may distribute any or all
of its shares to the Synergy Members who may sell such shares under this
prospectus.
(2) Each Synergy Member may receive shares of Common Stock owned by Synergy
pursuant to a pro rata distribution of such shares by Synergy to the Synergy
Members. This prospectus also relates to the sale by such individuals of any
shares so distributed.
(3) Edwin M. Lewis and Christina Sabin-Scharff are both employees of a
subsidiary of Omnicare.
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PLAN OF DISTRIBUTION
The Selling Stockholders may offer these 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 markets 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 Annual Report on Form 10-K for the year ended December
31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP whose report is incorporated herein, to the extent
and for the periods appearing therein, given on the authority of that firm as
experts in auditing and accounting.
The consolidated financial statements of CompScript, Inc. appearing in
Omnicare, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1998,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
The Report of Independent Public Accountants on IBAH, Inc.'s December
31, 1997 and 1996 financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement is from Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and is included herein in reliance upon the authority of said firm as
experts in giving said report.
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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