<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 28 OMNICARE, INC.
(To Prospectus dated February 13, 1998)
The Prospectus dated February 13, 1998, as supplemented by Prospectus
Supplements 1 through 27, relates to the offer for resale of the following
securities of Omnicare, Inc.:
o $345,000,000 Principal Amount of 5% Convertible Subordinated
Debentures due 2007
o 8,712,121 shares of Common Stock, par value $1.00 per share, that are
issuable upon the conversion of the Debentures (plus such additional
amount as may result due to changes in the conversion price)
o 264,101 additional shares of Common Stock, par value $1.00 per share
ADDITIONAL SELLING SECURITYHOLDERS
The table beginning on page 22 of the Prospectus contained in the section
entitled "Selling Securityholders" is amended to add the following Selling
Securityholder:
<TABLE>
<CAPTION>
Principal Amount Percentage of Debentures Percentage of Common
of Debentures Outstanding Beneficially Conversion Shares Stock Beneficially Owned
Name that May be Sold Owned Before Offering That May be Sold** Before Offering
---- ---------------- ------------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
Morgan Stanley Dean
Witter *** $2,150,000**** * 54,292 *
</TABLE>
- -------------------
* Less than 1%
** Assumes conversion of full amount of Debentures held by the holder at the
initial rate of $39.60 in principal amount of Debentures per share of
Common Stock.
*** Morgan Stanley Dean Witter was the lead manager for Omnicare, Inc.'s 5%
Convertible Subordinated Debentures due 2007.
**** Includes holdings disclosed in the Prospectus.
DELIVERY OF PROSPECTUS SUPPLEMENT
This Prospectus Supplement is not complete without the Prospectus, as
supplemented prior to today. The additional selling securityholder named above
may only deliver this Prospectus Supplement with the Prospectus and all prior
supplements.
This Prospectus Supplement is dated April 19, 1999.
