UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| Commission File Number | 001-08269 |
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS (collectively, the “Guarantors”)
Omnicare Purchasing Company LP |
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Advanced Care Scripts, Inc. |
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AMC-New York, Inc. |
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AMC-Tennessee, Inc. |
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APS Acquisition LLC |
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ASCO Healthcare of New England, Limited Partnership |
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ASCO Healthcare of New England, LLC |
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ASCO Healthcare, LLC |
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Badger Acquisition LLC |
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Badger Acquisition of Kentucky LLC |
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Badger Acquisition of Minnesota LLC |
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Badger Acquisition of Ohio LLC |
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Best Care LTC Acquisition Company LLC |
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BPNY Acquisition Corp. |
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Campo’s Medical Pharmacy, Inc. |
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Capitol Home Infusion, Inc. |
Care Pharmaceutical Services, LP |
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Care4 LP |
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CCRx Holdings, LLC |
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CCRx of North Carolina Holdings, LLC |
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CCRx of North Carolina, LLC |
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CHP Acquisition Corp. |
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CIP Acquisition LLC (f/k/a CIP Acquisition Corp.) |
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Compass Health Services, LLC |
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CompScript, LLC |
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Continuing Care Rx, LLC |
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CP Acquisition Corp. |
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CP Services LLC |
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D&R Pharmaceutical Services, LLC |
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Delco Apothecary, Inc. |
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Enloe Drugs LLC |
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Evergreen Pharmaceutical of California, Inc. |
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Evergreen Pharmaceutical, LLC |
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HMIS, Inc. |
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Home Care Pharmacy, LLC |
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Home Pharmacy Services, LLC |
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Hytree Pharmacy, Inc. |
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Institutional Health Care Services, LLC |
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Interlock Pharmacy Systems, LLC |
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JHC Acquisition LLC |
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Langsam Health Services, LLC |
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LCPS Acquisition LLC |
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Lobos Acquisition, LLC |
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Lo-Med Prescription Services, LLC |
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Main Street Pharmacy L.L.C. |
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Managed Healthcare, Inc. |
Management & Network Services, Inc. |
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Med World Acquisition Corp. |
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Medical Arts Health Care, Inc. |
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MHHP Acquisition Company LLC |
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NCS Healthcare of Illinois, LLC |
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NCS Healthcare of Indiana LLC |
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NCS Healthcare of Indiana, Inc. |
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NCS Healthcare of Iowa, LLC |
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NCS Healthcare of Kansas, LLC |
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NCS Healthcare of Kentucky, Inc. |
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NCS Healthcare of Montana, Inc. |
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NCS Healthcare of New Hampshire, Inc. |
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NCS Healthcare of New Mexico, Inc. |
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NCS Healthcare of Ohio, LLC |
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NCS Healthcare of South Carolina, Inc. |
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NCS Healthcare of Tennessee, Inc. |
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NCS Healthcare of Washington, Inc. |
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NCS Healthcare of Wisconsin, LLC |
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NCS Healthcare, LLC |
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NCS Services, Inc. |
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NeighborCare Holdings, Inc. |
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NeighborCare of Indiana, LLC |
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NeighborCare of Virginia, LLC |
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NeighborCare Pharmacies, LLC |
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NeighborCare Pharmacy Services, Inc. |
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NeighborCare Repackaging, Inc. |
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NeighborCare Services Corporation |
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NeighborCare, Inc. |
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NIV Acquisition LLC |
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North Shore Pharmacy Services, LLC |
OCR-RA Acquisition, LLC |
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Omnicare Distribution Center LLC |
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Omnicare ESC LLC |
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Omnicare Headquarters LLC |
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Omnicare Holding Company |
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Omnicare Indiana Partnership Holding Company, LLC |
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Omnicare Management Company |
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Omnicare of Nevada LLC |
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Omnicare of New York, LLC |
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Omnicare Pharmacies of Pennsylvania East, LLC |
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Omnicare Pharmacies of Pennsylvania West, LLC |
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Omnicare Pharmacies of the Great Plains Holding Company |
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Omnicare Pharmacy and Supply Services, LLC |
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Omnicare Pharmacy of Florida, LP |
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Omnicare Pharmacy of Maine LLC |
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Omnicare Pharmacy of Nebraska LLC |
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Omnicare Pharmacy of North Carolina, LLC |
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Omnicare Pharmacy of Pueblo, LLC |
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Omnicare Pharmacy of Tennessee LLC |
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Omnicare Pharmacy of Texas 1, LP |
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Omnicare Pharmacy of Texas 2, LP |
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Omnicare Pharmacy of the Midwest, LLC |
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Omnicare Property Management, LLC |
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Omnicare Purchasing Company General Partner, Inc. |
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Omnicare Purchasing Company Limited Partner, Inc. |
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Pharmacy Associates of Glens Falls, Inc. |
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Pharmacy Consultants, LLC |
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Pharmacy Holding #1, LLC |
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Pharmacy Holding #2, LLC |
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Pharmasource Healthcare, Inc. |
Pharmed Holdings, Inc. |
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PMRP Acquisition Company, LLC |
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PP Acquisition Company, LLC |
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PRN Pharmaceutical Services, LP |
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Professional Pharmacy Services, Inc. |
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PSI Arkansas Acquisition, LLC |
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Roeschen’s Healthcare, LLC |
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RXC Acquisition Company |
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Shore Pharmaceutical Providers, LLC (f/k/a Shore Pharmaceutical Providers, Inc.) |
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Specialized Pharmacy Services, LLC |
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Sterling Healthcare Services, Inc. |
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Suburban Medical Services, LLC |
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Superior Care Pharmacy, Inc. |
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TCPI Acquisition Corp. |
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Three Forks Apothecary LLC |
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UC Acquisition Corp. |
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Uni-Care Health Services of Maine, Inc. |
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Value Health Care Services, LLC |
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VAPS Acquisition Company, LLC |
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Vital Care Infusions, Inc. |
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Weber Medical Systems LLC |
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Westhaven Services Co., LLC |
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Williamson Drug Company, Incorporated |
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ZS Acquisition Company, LLC |
900 Omnicare Center
201 E. Fourth Street
Cincinnati, Ohio 45202
(513) 719-2600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
3.75% Convertible Senior Subordinated Notes due 2025
3.25% Convertible Senior Debentures due 2035
Guarantees of 3.75% Convertible Senior Subordinated Notes due 2025 by the Guarantors
Guarantee of 3.25% Convertible Senior Debentures due 2035 by Omnicare Purchasing Company LP
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | o |
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| Rule 12g-4(a)(2) | o |
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| Rule 12h-3(b)(1)(i) | x |
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| Rule 12h-3(b)(1)(ii) | o |
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| Rule 15d-6 | o |
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Approximate number of holders of record as of the certification or notice date:
| 3.75% Convertible Senior Subordinated Notes due 2025: |
| Less than 50 |
| 3.25% Convertible Senior Debentures due 2035: |
| Less than 50 |
Pursuant to the requirements of the Securities Exchange Act of 1934, each of Omnicare, Inc. and the subsidiary guarantors set forth herein has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| OMNICARE, INC. |
Date: | November 6, 2015 |
| By: | /s/ Thomas S. Moffatt |
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| Name: Thomas S. Moffatt Title: Vice President and Secretary |
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| OMNICARE PURCHASING COMPANY LP ADVANCED CARE SCRIPTS, INC. AMC-NEW YORK, INC. AMC-TENNESSEE, INC. APS ACQUISITION LLC ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP ASCO HEALTHCARE OF NEW ENGLAND, LLC ASCO HEALTHCARE, LLC BADGER ACQUISITION LLC BADGER ACQUISITION OF KENTUCKY LLC BADGER ACQUISITION OF MINNESOTA LLC BADGER ACQUISITION OF OHIO LLC BEST CARE LTC ACQUISITION COMPANY LLC BPNY ACQUISITION CORP. CAMPO’S MEDICAL PHARMACY, INC. CAPITOL HOME INFUSION, INC. CARE PHARMACEUTICAL SERVICES, LP CARE4 LP CCRX HOLDINGS, LLC CCRX OF NORTH CAROLINA HOLDINGS, LLC CCRX OF NORTH CAROLINA, LLC CHP ACQUISITION CORP. CIP ACQUISITION LLC COMPASS HEALTH SERVICES, LLC COMPSCRIPT, LLC CONTINUING CARE RX, LLC CP ACQUISITION CORP. CP SERVICES LLC D&R PHARMACEUTICAL SERVICES, LLC DELCO APOTHECARY, INC. ENLOE DRUGS LLC EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC. EVERGREEN PHARMACEUTICAL, LLC HMIS, INC. HOME CARE PHARMACY, LLC HOME PHARMACY SERVICES, LLC HYTREE PHARMACY, INC. INSTITUTIONAL HEALTH CARE SERVICES, LLC INTERLOCK PHARMACY SYSTEMS, LLC |
| JHC ACQUISITION LLC LANGSAM HEALTH SERVICES, LLC LCPS ACQUISITION LLC LOBOS ACQUISITION, LLC LO-MED PRESCRIPTION SERVICES, LLC MAIN STREET PHARMACY L.L.C. MANAGED HEALTHCARE, INC. MANAGEMENT & NETWORK SERVICES, INC. MED WORLD ACQUISITION CORP. MEDICAL ARTS HEALTH CARE, INC. MHHP ACQUISITION COMPANY LLC NCS HEALTHCARE OF ILLINOIS, LLC NCS HEALTHCARE OF INDIANA LLC NCS HEALTHCARE OF INDIANA, INC. NCS HEALTHCARE OF IOWA, LLC NCS HEALTHCARE OF KANSAS, LLC NCS HEALTHCARE OF KENTUCKY, INC. NCS HEALTHCARE OF MONTANA, INC. NCS HEALTHCARE OF NEW HAMPSHIRE, INC. NCS HEALTHCARE OF NEW MEXICO, INC. NCS HEALTHCARE OF OHIO, LLC NCS HEALTHCARE OF SOUTH CAROLINA, INC. NCS HEALTHCARE OF TENNESSEE, INC. NCS HEALTHCARE OF WASHINGTON, INC. NCS HEALTHCARE OF WISCONSIN, LLC NCS HEALTHCARE, LLC NCS SERVICES, INC. NEIGHBORCARE HOLDINGS, INC. NEIGHBORCARE OF INDIANA, LLC NEIGHBORCARE OF VIRGINIA, LLC NEIGHBORCARE PHARMACIES, LLC NEIGHBORCARE PHARMACY SERVICES, INC. NEIGHBORCARE REPACKAGING, INC. NEIGHBORCARE SERVICES CORPORATION NEIGHBORCARE, INC. NIV ACQUISITION LLC NORTH SHORE PHARMACY SERVICES, LLC OCR-RA ACQUISITION, LLC OMNICARE DISTRIBUTION CENTER LLC OMNICARE ESC LLC OMNICARE HEADQUARTERS LLC OMNICARE HOLDING COMPANY OMNICARE INDIANA PARTNERSHIP HOLDING COMPANY, LLC OMNICARE MANAGEMENT COMPANY OMNICARE OF NEVADA LLC OMNICARE OF NEW YORK, LLC |
| OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC OMNICARE PHARMACIES OF PENNSYLVANIA WEST, LLC OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY OMNICARE PHARMACY AND SUPPLY SERVICES, LLC OMNICARE PHARMACY OF FLORIDA, LP OMNICARE PHARMACY OF MAINE LLC OMNICARE PHARMACY OF NEBRASKA LLC OMNICARE PHARMACY OF NORTH CAROLINA, LLC OMNICARE PHARMACY OF PUEBLO, LLC OMNICARE PHARMACY OF TENNESSEE LLC OMNICARE PHARMACY OF TEXAS 1, LP OMNICARE PHARMACY OF TEXAS 2, LP OMNICARE PHARMACY OF THE MIDWEST, LLC OMNICARE PROPERTY MANAGEMENT, LLC OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC. OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC. PHARMACY ASSOCIATES OF GLENS FALLS, INC. PHARMACY CONSULTANTS, LLC PHARMACY HOLDING #1, LLC PHARMACY HOLDING #2, LLC PHARMASOURCE HEALTHCARE, INC. PHARMED HOLDINGS, INC PMRP ACQUISITION COMPANY, LLC PP ACQUISITION COMPANY, LLC PRN PHARMACEUTICAL SERVICES, LP PROFESSIONAL PHARMACY SERVICES, INC. PSI ARKANSAS ACQUISITION, LLC ROESCHEN’S HEALTHCARE, LLC RXC ACQUISITION COMPANY SHORE PHARMACEUTICAL PROVIDERS, LLC SPECIALIZED PHARMACY SERVICES, LLC STERLING HEALTHCARE SERVICES, INC. SUBURBAN MEDICAL SERVICES, LLC SUPERIOR CARE PHARMACY, INC. TCPI ACQUISITION CORP. THREE FORKS APOTHECARY LLC UC ACQUISITION CORP. UNI-CARE HEALTH SERVICES OF MAINE, INC. VALUE HEALTH CARE SERVICES, LLC VAPS ACQUISITION COMPANY, LLC VITAL CARE INFUSIONS, INC. WEBER MEDICAL SYSTEMS LLC WESTHAVEN SERVICES CO., LLC WILLIAMSON DRUG COMPANY, INCORPORATED ZS ACQUISITION COMPANY, LLC |
Date: | November 6, 2015 |
| By: | /s/ Thomas S. Moffatt |
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| Name: Thomas S. Moffatt | |
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| Title: Secretary | |
