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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
Omnicare, Inc.
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(Name of Issuer)
Common Shares, $1.00 Par Value
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(Title of Class of Securities)
681904108
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(Cusip Number)
Check the following if a fee is being paid with this statement ___.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
TERMINATING FILING
Page 1 of 8 pages
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CUSIP NO. 681904108 13G PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
8,800
Number of
Shares 6 SHARED VOTING
Beneficially POWER 30,064
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 6,800
8 SHARED
DISPOSITIVE POWER
392,782
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
431,646
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.63%
12 TYPE OF REPORTING PERSON*
HC
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Page 2 of 8 pages
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CUSIP NO. 681904108 13G PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fifth Third Bank
31-0854433
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
2,000
Number of
Shares 6 SHARED VOTING
Beneficially POWER 30,064
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 0
8 SHARED
DISPOSITIVE POWER
392,782
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
424,846
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.56%
12 TYPE OF REPORTING PERSON*
BC
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 681904108 13G PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fifth Third Bank, Trustee for the Omnicare Stock
Ownership Plan
31-1051736
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
0
Number of
Shares 6 SHARED VOTING
Beneficially POWER 30,064
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 0
8 SHARED
DISPOSITIVE POWER
392,782
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
422,846
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.54%
12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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OMNICARE, INC.
681904108
ITEM 1 (A). NAME OF ISSUER:
Omnicare, Inc.
ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
2800 Chemed Center
255 E. Fifth Street
Cincinnati, Ohio 45202-4728
ITEM 2 (A)-(C) NAMES, ADDRESSES & CITIZENSHIP OF PERSONS FILING:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The Fifth Third Bank, Trustee for the
Omnicare Stock Ownership Plan
38 Fountain Square Plaza
Cincinnati, Ohio 45263
ITEM 2 (D). TITLE OF CLASS OF SECURITIES:
Common Shares, $1.00 par value
ITEM 2 (E). CUSIP NUMBER:
681904108
ITEM 3 Fifth Third Bancorp is filing as a parent holding company in
accordance with Section 240.13(d-1)(b)(ii)(G) of the Exchange
Act Rules.
The Fifth Third Bank is filing as a bank in accordance with
Section 240.13 (d-1)(b)(ii)(B) of the Exchange Act Rules.
The Omnicare Stock Ownership Plan, by its trustee, The Fifth
Third Bank, is filing as an Employee Benefit Plan subject to
the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA) in accordance with Section 240.13(d-1)(b)(ii)(F)
of the Exchange Act Rules.
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OMNICARE, INC.
681904108
ITEM 4. OWNERSHIP:
This report relates to aggregate holdings of 466,321 outstanding
shares of the common stock of Omnicare, Inc. $1.00 par value, 422,846 of which
are held by The Fifth Third Bank as Trustee of the Omnicare Stock Ownership
Plan, which is joining in this filing.
The following tabulation sets forth the shares with respect of which
voting rights are held or shared and those shares to which there is the power of
disposal.
(a) Amount Beneficially Owned:
Fifth Third Bancorp has neither voting power nor
dispositive power with respect to 34,675 shares of
Omnicare, Inc. stock. The remaining 431,646 shares of the
outstanding stock may be deemed beneficially held. 422,846
shares are held by the Omnicare Stock Ownership Plan of which
30,064 shares have shared voting power and no dispositive
power; 392,782 shares have no voting power and shared
dispositive power and are deemed beneficially owned. Fifth
Third Bancorp and Fifth Third Bank in other fiduciary
relationships have 2,000 shares with full voting and no
dispositive power, 6,800 shares with full voting and full
dispositive power, all of which are deemed beneficially owned.
(b) Percentage of Class:
The Fifth Third Bank as Trustee to the Omnicare Stock
Ownership Plan has 4.54% of the outstanding shares. The Fifth
Third Bank in other fiduciary relationships has 0.02%.
Aggregate beneficial ownership by The Fifth Third Bank and
Fifth Third Bancorp is 4.63%.
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OMNICARE, INC.
681904108
(c) Number of Shares as to which such Person has:
<CAPTION>
Fifth Third Bank Fifth Third Bancorp Fifth
as Trustee for & Fifth Third Bank Third
Omnicare Stock in Other Fiduciary Bancorp
Ownership Plan Holdings Total
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(i) Sole Power to
Vote or to
Direct the Vote 0 8,800 8,800
(ii) Shared Power to
Vote or to
Direct the Vote 30,064 0 30,064
(iii) Sole Power to
Dispose or to
Direct the
Disposition of 0 6,800 6,800
(iv) Shared Power to
Dispose or to
Direct the
Disposition of 392,782 0 392,782
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following. X
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
This report is being filed by Fifth Third Bancorp as the parent
holding company (HC), The Fifth Third Bank as one of its banking
subsidiaries (BK), and The Fifth Third Bank as Trustee of the
Omnicare Stock Ownership Plan (EP).
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OMNICARE, INC.
681904108
ITEMS 8-9 Not Applicable
ITEM 10. CERTIFICATION
By signing below, the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
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February 7, 1994 February 7, 1994
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Date Date
THE FIFTH THIRD BANK FIFTH THIRD BANCORP
By: JOHN B. SCHMITZ By: MICHAEL K. KEATING
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Name: John B. Schmitz Name: Michael K. Keating
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Title: Vice President and Trust Officer Title: Secretary
February 7, 1994
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Date
THE FIFTH THIRD BANK AS TRUSTEE
OF OMNICARE STOCK OWNERSHIP PLAN
By: JOHN B. SCHMITZ
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Name: John B. Schmitz
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Title: Vice President and Trust Officer
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