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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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NCS HEALTHCARE, INC.
(NAME OF SUBJECT COMPANY)

NCS HEALTHCARE, INC.
(NAME OF PERSON FILING STATEMENT)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

62887410
(CUSIP NUMBER OF CLASS A COMMON STOCK)

CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

NOT APPLICABLE
(CUSIP NUMBER OF CLASS B COMMON STOCK)

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MARY BETH LEVINE, ESQ.
SENIOR VICE PRESIDENT AND CORPORATE COUNSEL
NCS HEALTHCARE, INC.
3201 ENTERPRISE PARKWAY, SUITE 220
BEACHWOOD, OHIO 44122
(216) 514-3350
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)

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WITH COPIES TO:

<Table>

H. JEFFREY SCHWARTZ, ESQ. ROBERT B. PINCUS, ESQ.
MEGAN LUM MEHALKO, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP ONE RODNEY SQUARE
2300 BP TOWER, 200 PUBLIC SQUARE WILMINGTON, DELAWARE 19801
CLEVELAND, OHIO 44114 (302) 651-3000
(216) 363-4500
</Table>

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION.

(a) The name of the subject company is NCS HealthCare, Inc., a Delaware
corporation (the "Company" or "NCS"), and the address and telephone number of
the Company's principal executive offices is 3201 Enterprise Parkway, Suite 220,
Beachwood, Ohio 44122, (216) 514-3350.

(b) The titles of the classes of equity securities to which this statement
relates are Class A Common Stock, par value $0.01 per share, of NCS (the "Class
A Common Shares") and Class B Common Stock, par value $0.01 per share, of NCS
(the "Class B Common Shares"). The term "Shares" refers, collectively, to the
Class A Common Shares and the Class B Common Shares. As of July 28, 2002, there
were 18,461,599 Class A Common Shares outstanding and 5,255,210 Class B Common
Shares outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) NAME AND ADDRESS OF PERSON FILING THIS STATEMENT

The Company's name, address and telephone number are set forth above under
"Item 1(a) -- Subject Company Information," which information is incorporated
herein by reference. The filing person is the subject company.

(b) TENDER OFFER OF THE OFFEROR

This statement relates to the tender offer by NCS Acquisition Corp. (the
"Offeror"), a Delaware corporation and a wholly owned subsidiary of Omnicare,
Inc., a Delaware corporation ("Omnicare"), for all of the outstanding Class A
Common Shares and Class B Common Shares at a price of $3.50 per share, net to
the seller in cash. The offer is being made upon the terms and subject to the
conditions set forth in the Offeror's offer to purchase, dated August 8, 2002,
and in the related letter of transmittal. The consideration offered per Share,
together with all of the terms and conditions of the Offeror's tender offer, is
referred to herein as the "Offer."

The Offer is disclosed in a Tender Offer Statement on Schedule TO, filed on
August 8, 2002, by Omnicare and the Offeror with the Securities and Exchange
Commission. The Schedule TO states that the address of the principal executive
office of each of Omnicare and the Offeror is 100 East RiverCenter Boulevard,
Covington, Kentucky 41011.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Except as described in this statement and on pages 7 through 11 of the
Company's Proxy Statement, dated November 9, 2001, sent by NCS to its
stockholders in connection with the 2001 Annual Meeting of Stockholders of NCS
(the "2001 Proxy Statement"), which is Exhibit 3 to this statement and was
previously filed with the Securities and Exchange Commission, there are no
material agreements, arrangements, or understandings, or any actual or potential
conflicts of interest between NCS or its affiliates and (a) its executive
officers, directors or affiliates; or (b) the Offeror or any of its executive
officers, directors or affiliates. The above-referenced pages of the 2001 Proxy
Statement are incorporated herein by reference. Any information contained in the
pages incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this statement to the extent that any information
contained herein modifies or supersedes such information.

Voting Agreements. In connection with the execution of the Agreement and
Plan of Merger, dated as of July 28, 2002 (the "Genesis Merger Agreement"), by
and among the Company, Genesis Health Ventures, Inc., a Pennsylvania corporation
("Genesis"), and Geneva Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Genesis ("Sub"), as described below under "Item 8(a).
Additional Information -- Genesis Merger Agreement," and the related
solicitation of proxies in support of the Genesis Merger (as defined below), on
July 28, 2002, Genesis and NCS entered into separate Voting Agreements (the
"Voting Agreements") with each of Jon H. Outcalt, the Chairman of the Board of
Directors of NCS (the "Board" or the "NCS Board"), and Kevin B. Shaw, the
President and Chief Executive Officer and a Director of NCS. Messrs. Outcalt and
Shaw collectively beneficially own an aggregate of approximately 65% of the

voting power represented by the outstanding Shares. Pursuant to the Voting
Agreements, each of these stockholders has agreed to vote, or cause to be voted,
all of the Shares owned beneficially or of record by him (i) in favor of the
approval and authorization of the Genesis Merger Agreement, (ii) against
approval of any proposal made in opposition to or in competition with the
Genesis Merger and the transactions contemplated by the Genesis Merger Agreement
and (iii) against certain other types of transactions. In connection with the
foregoing, Messrs. Outcalt and Shaw have each granted an irrevocable proxy to
certain executive officers of Genesis to vote the Shares beneficially owned by
them in favor of the Genesis Merger and against certain competing transactions.
Messrs. Outcalt and Shaw have further agreed not to Transfer (as defined in the
Voting Agreements) any of the Shares held by them prior to the effective time of
the Genesis Merger.

Jon H. Outcalt Agreement. Shortly after the execution of the Genesis
Merger Agreement, the Company, Genesis and Mr. Outcalt entered into a Binding
Term Sheet Agreement, dated as of July 28, 2002, pursuant to which, among other
things, (i) in satisfaction of the Company's obligation to make certain salary
continuation payments to Mr. Outcalt under the Salary Continuation Agreement,
dated September 29, 2000, by and between the Company and Mr. Outcalt, as
amended, Genesis has agreed to make, or cause the Company to make, two payments
to Mr. Outcalt, each equal to his current base salary of $200,000, with the
first payment to be made on the closing date of the Genesis Merger and the
second payment to be made on the first anniversary of the closing date of the
Genesis Merger; (ii) Genesis has agreed to provide Mr. Outcalt with all benefits
and perquisites that he currently receives until the closing date of the Genesis
Merger; (iii) in satisfaction of the pre-existing agreement between the Company
and Mr. Outcalt, on the closing date of the Genesis Merger, Genesis has agreed
to pay, or cause the Company to pay, to Mr. Outcalt a success fee of $200,000
for completing the restructuring plan of the Company; (iv) Genesis has agreed to
retain Mr. Outcalt as a non-employee consultant for a guaranteed four-year term
beginning on the closing date of the Genesis Merger (the "Consulting Period")
for a fee of $175,000 per year; (v) Genesis has agreed to reimburse Mr. Outcalt
for certain customary benefits and perquisites during the Consulting Period
including, but not limited to, health insurance and life insurance; (vi) Genesis
has agreed to make certain charitable contributions on behalf of Mr. Outcalt in
the aggregate amount of up to $100,000 per year, in lieu of consulting fees; and
(vii) Genesis has agreed to seriously consider Mr. Outcalt to fill the next
available seat on the Board of Directors of Genesis and to convey Founder's
status on Mr. Outcalt as of the closing date of the Genesis Merger.

Executive Officer Salary Continuation Agreements. The Company has entered
into Salary Continuation Agreements, dated as of September 29, 2000, with Mr.
Outcalt and each of its executive officers. These agreements generally provide
for continuation of salary for a period of one to two years following a "change
of control," as defined in the agreements, if the executive officer is
terminated for any reason other than death, disability or for cause prior to the
earlier of the date that is 12 months following a change of control or the first
day of the month following the executive officer's 65th birthday. The executive
officer would also be entitled to receive this payment if, following a change of
control, the executive officer terminates his employment with the Company or its
successor for good reason. Good reason, as defined in the agreements, includes,
among other things, a reduction or diminution of base salary or other
compensation or benefits, the relocation of the Company's principal executive
offices outside the Cleveland, Ohio metropolitan area, and the requirement by
the Company that the executive officer be based anywhere other than the
Company's principal executive offices or the executive officer's then current
office. In the case of Messrs. Outcalt and Shaw, William B. Byrum, the Company's
Executive Vice President and Chief Operating Officer, and Gerald D. Stethem, the
Company's Senior Vice President and Chief Financial Officer, termination for
good reason also includes the naming of an individual other than Messrs.
Outcalt, Shaw or Byrum (or, in the case of Mr. Stethem's agreement, Mr. Stethem)
as Chief Executive Officer of the Company, whether such action is taken by the
NCS Board or by any lender or creditor of the Company. If these agreements are
triggered, the executive will receive during the one-or two-year period referred
to above, base salary at an annual rate equal to the greater of the highest
monthly base salary paid by the Company to the executive during the 12 months
immediately preceding the change of control or the highest monthly salary paid
or payable by the Company at any time from the 90-day period preceding the
change of control through the date of termination of employment. In addition to
salary continuation, if the agreement is triggered, the executive is entitled to
health insurance, life

insurance and retirement benefits for the respective period of salary
continuation or such longer period as any plan or policy may provide.

Severance Benefit Plan. The Company's Severance Benefit Plan provides
severance benefits, in addition to any salary continuation payments, to Mr.
Outcalt and each of the executive officers if their employment is terminated as
a result of corporate organizational restructuring. The severance benefit plan
provides that an employee who is terminated as a result of corporate
organizational restructuring will receive one week base salary for each
consecutive full year of service, with a minimum severance benefit of 2 weeks
and a maximum of 10 weeks.

William B. Byrum Employment Agreement. In addition to the Company's Salary
Continuation Agreement with Mr. Byrum, Mr. Byrum entered into an Employment
Agreement with the Company, dated July 1, 2001, which provides that if at any
time during the term of the agreement, Messrs. Outcalt and Shaw cease to own or
control, in the aggregate, at least 50% of the voting power of the Company, the
scope of the chief operating officer's responsibilities are materially changed,
or Mr. Byrum's employment with the Company is terminated by the Company for any
reason other than disability, good cause (as defined in the Employment
Agreement), or death, Mr. Byrum is entitled to receive, as a severance benefit,
his annual base salary and benefits for a period equal to the longer of 18
months or the number of months remaining in the term of the Employment
Agreement. However, the Salary Continuation Agreement between Mr. Byrum and the
Company is incorporated into the Employment Agreement by reference and, in the
event payments are made under the Salary Continuation Agreement, no severance
payments are to be made under the Employment Agreement.

Executive Officer Bonuses. Pursuant to resolutions adopted by the NCS
Board on November 29, 2000 and September 26, 2001, respectively, each of Messrs.
Outcalt and Shaw is entitled to a bonus of $200,000 upon a change of control.
These bonuses were granted by the NCS Board in lieu of semi-annual retention
payments made by the Company to certain other employees. Mr. Byrum's Employment
Agreement provides that he is to receive $50,000 on each of September 30, 2002,
December 31, 2002, March 31, 2003 and June 30, 2003, with payment of such
amounts accelerated upon a change of control, as defined in his Salary
Continuation Agreement.

Director and Officer Retention and Indemnification Agreement. The Company
has entered into a Retention and Indemnification Agreement, dated June 26, 2002,
with each of the directors and officers of the Company which provides that the
Company will indemnify each director and officer against certain expenses and
amounts that may be incurred in connection with any actions or proceedings
associated with the individual's position as a director or officer of the
Company. The Retention and Indemnification Agreement also provides for funding
of a trust by the Company for purposes of satisfying any expenses incurred by
the directors and officers, as described in the agreement. The trust has been
funded by the Company in the principal amount of $975,000.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) POSITION OF THE BOARD OF DIRECTORS

After careful consideration by a committee of the NCS Board comprised of
independent, outside directors (the "Independent Committee"), including a
thorough review of the Offer with the Independent Committee's and the Company's
legal and financial advisors, the Independent Committee and, based in part upon
the recommendation of the Independent Committee, the NCS Board have determined
to recommend that NCS stockholders reject the Offer and not tender their Shares
in the Offer. As described in greater detail below, the Independent Committee
and the Board believe that the Offer is highly conditional, illusory and many of
the conditions to the Offer are not capable of being satisfied as a result of
the current contractual arrangements between NCS, certain NCS stockholders and
Genesis. Given the tenor and results of Omnicare's previous discussions with the
Company, the Independent Committee and the Board believe that there is a much
higher certainty of consummating the Genesis transaction (which provides payment
in full to the Company's debt holders and provides significant value to NCS
equity holders), thereby increasing the likelihood that value will be delivered
to NCS stakeholders. The Offer, by contrast, does not contain a binding
3

commitment from Omnicare to provide a full and complete recovery to the
creditors of NCS. Although the Independent Committee and the NCS Board recognize
that the Offer, if consummated, may provide greater consideration to the
Company's equity holders than the Genesis Merger, given the certainty of
recovery afforded to NCS debt holders by the Genesis transaction, and in light
of the fiduciary duties owed to creditors by the Independent Committee and the
NCS Board, the Independent Committee and the Board continue to believe that the
Genesis Merger represents a better alternative for NCS stakeholders. In
addition, the Offer does not provide NCS stockholders with the opportunity to
participate in any long-term appreciation in the value of Omnicare.

ACCORDINGLY, THE INDEPENDENT COMMITTEE AND THE BOARD RECOMMEND THAT HOLDERS
OF SHARES REJECT THE OFFER AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFER.

A form of letter communicating the NCS Board's recommendation to holders of
Shares and a press release relating to the recommendation to reject the Offer
are filed as Exhibits 1 and 2 to this statement and are incorporated herein by
reference.

(b) BACKGROUND; REASONS FOR THE BOARD'S POSITION

Background. Commencing in 1999, NCS's Board and management became
increasingly concerned about the Company's financial condition and its future
viability given developing market conditions and the significant changes
occurring in the healthcare industry. Contraction in reimbursement levels from
government programs and health maintenance organizations, as well as general
volatility in the industry, had led the Company's single largest customer and a
number of other industry participants to seek protection under the federal
bankruptcy laws. The impact of compressed margins resulting from the reduction
in reimbursement rates, coupled with a deterioration of the quality and
collectibility of the Company's accounts receivable and the general market
perception of the healthcare sector, resulted in a precipitous decline in the
Company's stock price. In addition, the Company's substantial leverage,
consisting of approximately $206 million principal amount of outstanding senior
debt and $102 million principal amount of outstanding subordinated debt, as well
as significant outstanding trade credit, exacerbated these problems for the
Company.

As a result of the continued deterioration of conditions in the healthcare
industry and a general downturn in the Company's business, the Company could no
longer remain in compliance with the covenants under its senior credit facility.
After failed attempts to negotiate an amendment to the senior credit facility in
order to provide NCS with additional time to improve its operating performance,
the Company determined to explore strategic alternatives in order to ensure the
long-term viability of the Company and protect the interests of its
stakeholders.

In February 2000, NCS retained UBS Warburg LLC ("UBS Warburg") as its
financial advisor to assist the Company in identifying possible strategic
alternatives. After unsuccessful preliminary discussions with a significant
industry participant, NCS instructed UBS Warburg to expand the scope of its
inquiries. In April 2000, NCS modified its engagement letter with UBS Warburg to
include the evaluation of all available restructuring alternatives, in addition
to a variety of other strategic transactions. At the direction of NCS, UBS
Warburg began identifying potential strategic and financial acquirors, as well
as parties that might be interested in making an investment in NCS. Over the
next several months, UBS Warburg targeted over 50 different entities in an
attempt to solicit their interest in a variety of transactions with NCS.

During this time period, the Company began to experience increased
liquidity problems, with cash reserves reaching critical levels. In addition, on
April 21, 2000, the Company received a formal notice of default from the senior
lenders under the credit facility. As a result of this action, the Company
experienced increased pressure from its lenders and suppliers and, in July 2000,
an ad hoc committee (the "Ad Hoc Noteholder Committee") of holders of the
Company's 5 3/4% convertible subordinated debentures due 2004 (the "Notes") was
formed. In order to preserve its remaining operating cash, in late August 2000,
NCS
4

negotiated a change in payment terms with its primary supplier, placing a
moratorium on payments to the supplier and providing relief from the Company's
immediate cashflow problems. As a result, however, the Company agreed to accept
a daily pre-payment arrangement for future purchases from this supplier.

Notwithstanding the efforts of UBS Warburg over the preceding months, the
breadth of its contacts with potential acquirors and investors and the wide
variety of transaction structures considered, by October 2000, the Company's
attempt to pursue restructuring alternatives had produced only one non-binding
indication of interest. At that time, UBS Warburg advised the NCS Board and
management that no viable strategic alternatives could be identified and that
the one available indication of interest implied an enterprise value for NCS of
$190 million -- a valuation substantially below the face value of the Company's
senior debt. Throughout this time period, the Company faced continually
increasing pressure from its senior lenders and the recently formed Ad Hoc
Noteholder Committee. Given this state of affairs, NCS considered filing for
bankruptcy court protection and began to seek debtor-in-possession financing, as
well as other lending alternatives and investment models intended to
recapitalize NCS as an independent operating company.

Concerned with UBS Warburg's deteriorating relationship with the Company's
senior lenders, in December 2000, NCS terminated its engagement of UBS Warburg
and engaged Brown, Gibbons, Lang & Company L.P. ("Brown Gibbons") as its
exclusive financial advisor due to Brown Gibbons' experience in the
restructuring field. Hopeful that a non-bankruptcy restructuring plan could be
developed by the spring of the following year, Brown Gibbons further expanded
the scope of alternatives to be considered by the Company. At meetings with its
senior lenders during January and February 2001, NCS discussed a variety of non-
bankruptcy restructuring scenarios involving varying levels of financing and the
issuance of a variety of preferred and common equity securities and warrants. By
March 2001, the Company was continuing to pursue restructuring alternatives,
none of which proved capable of creating consensus among the lenders. As these
alternatives were discussed and explored, it became increasingly apparent that a
full recovery to the holders of the Notes was remote. Moreover, recovery for the
Company's equity holders appeared extremely unlikely.

In February 2001, NCS's senior lenders required the Company to deposit the
$2.875 million semi-annual interest payment due to the Note holders on February
15, 2001 into a pledge account as additional collateral security for the senior
credit facility. In addition, the senior lenders prohibited the Company from
making any further interest payments on the Notes. As a result of its failure to
make the interest payment on the Notes and its stated intention not to make the
next required payment on August 15, 2001, on April 6, 2001, NCS received a
formal notice of default and acceleration from the indenture trustee for the
Notes. During approximately the same time period, NCS began discussions with
various investor groups regarding a restructuring of the Company in a
"pre-packaged" bankruptcy. These discussions continued in various forms through
the summer of 2001. Despite providing a number of parties with due diligence
materials and engaging in fairly advanced negotiations with certain of these
parties, NCS had not received any proposal that it believed provided an
acceptable recovery to its stakeholders.

In July 2001, the president and chief executive officer of Omnicare
approached the president of NCS at an industry conference and expressed general
interest in a transaction between the two companies. Thereafter, the Company's
president contacted Omnicare and indicated that the Board had invited Omnicare
to commence discussions with Brown Gibbons regarding a possible transaction. In
a letter dated July 20, 2001, Omnicare proposed an acquisition of substantially
all of the Company's assets under Section 363 of the United States Bankruptcy
Code at a purchase price of $225 million, conditioned upon satisfactory
completion of due diligence and other matters. This indication of interest was
sent by Omnicare, without warning, to the Company's public facsimile number.
Notwithstanding that this indication of interest contemplated a purchase price
substantially less than the face value of the outstanding NCS debt and would
provide little, if any, recovery to the Company's Note holders and no recovery
to the Company's equity holders, NCS requested that Omnicare execute a
confidentiality agreement containing provisions that had previously been agreed
to by at least 36 other parties that had expressed interest in a potential
transaction with NCS. Omnicare was unwilling to execute the proposed
confidentiality agreement, objecting to certain customary restrictions on
Omnicare's activities while engaged in the due diligence review. Concerned by
the fact that Omnicare would not agree to the standard protections afforded NCS
by other potential acquirors and investors, by the potential harm to the Company
and its stakeholders that might result from allowing Omnicare to review the
Company's
5

non-public information without being subject to these restrictions and by
Omnicare's disregard for the Company's efforts to maintain confidentiality of
discussions and preserve employee loyalty and productivity in generally
uncertain times, NCS nevertheless attempted to continue discussions with
Omnicare. NCS requested in writing that Omnicare follow certain procedures for
future communications with the Company and provide a definitive list of due
diligence materials required by Omnicare.

After spending an inordinate amount of time negotiating a confidentiality
agreement with Omnicare -- primarily resulting from Omnicare's unwillingness to
accept customary restrictions on its ability to solicit the Company's customers
and employees, use competitively sensitive non-public information and acquire
NCS debt securities -- on August 29, 2001, NCS received a revised indication of
interest from Omnicare which attached Omnicare's proposed form of
confidentiality agreement. The revised indication of interest also contemplated
a purchase of the Company's assets under Section 363 of the United States
Bankruptcy Code and reflected a proposed purchase price of $270 million, again
subject to due diligence and other conditions. Concerned that Omnicare was
unwilling to agree to standard provisions in the Company's proposed
confidentiality agreement, but unwilling to forego the opportunity to consider
all value-enhancing alternatives for the Company's stakeholders, particularly an
opportunity to combine with the industry's largest participant, NCS again
engaged in discussions with Omnicare, ultimately executing a confidentiality
agreement in late September 2001. NCS then provided Omnicare with substantially
all of the documents and information that Omnicare had identified as critical to
its due diligence inquiry. Because the scope of the Omnicare confidentiality
agreement was more limited than the Company's proposed form of confidentiality
agreement, however, NCS did not provide Omnicare, its largest single competitor,
with a limited amount of highly sensitive, non-public competitive information.

In October 2001, representatives of Brown Gibbons met with representatives
of Omnicare's financial advisor, Merrill Lynch, to review Omnicare's proposal,
Brown Gibbons' analysis of the potential synergies associated with an
Omnicare/NCS combination and the Company's views regarding an appropriate
transaction structure and acceptable valuations for NCS. Given the potential $77
to $87 million of operating synergies Brown Gibbons believed were associated
with such a transaction, Brown Gibbons expressed the view that a bankruptcy sale
under Section 363 did not maximize value to NCS's stakeholders. The proposed NCS
bankruptcy filing would likely adversely affect NCS's enterprise value and such
a sale would not permit a reasonable recovery to the Company's Note holders and
other unsecured creditors and would provide no recovery to the Company's equity
holders. On this basis, Brown Gibbons requested that Omnicare reconsider its
proposed transaction structure, suggesting a non-bankruptcy acquisition of NCS
that would provide value to all of the Company's stakeholders and recognize the
potential operating synergies associated with a combination of NCS and Omnicare.
With the support of its creditors, in October 2001 and again in January 2002,
NCS continued its efforts to engage Omnicare in discussions regarding a
transaction along the lines proposed by Brown Gibbons. From August 2001 through
January 2002, the Company's financial advisors attempted to communicate with
Omnicare regarding a revised structure for a transaction and review of the due
diligence materials provided by NCS. Omnicare, however, never responded to the
Company in any meaningful manner. NCS nevertheless continued to provide Omnicare
with the due diligence materials permitted by the confidentiality agreement
between the parties and responded to additional inquiries from Omnicare as they
were received. In late January 2002, NCS provided Omnicare with updated
financial information.

Commencing in the fall of 2000, the Company had implemented a variety of
measures intended to improve cash flows from operations, including reductions in
operating and overhead costs by accelerating the consolidation or closing of
pharmacy locations, continuing reductions in employee headcount and more
aggressive accounts receivable collection and inventory reduction efforts. As a
result of these and other initiatives, by early 2002, NCS began to forecast
improved operating performance, although the Company remained in default on
approximately $350 million of obligations.

Throughout this period, NCS continued to engage in discussions with a
number of other entities, including a number of potential strategic and
financial acquirors and investors. Despite engaging in fairly detailed
negotiations with a number of parties entailing the exchange of proposed term
sheets, letters of intent and NCS's advancement of due diligence expenses
incurred by interested parties, NCS was unable to find a
6

viable strategic alternative. In January 2002, representatives of the Ad Hoc
Noteholder Committee contacted Genesis Health Ventures regarding a possible
acquisition of NCS. Shortly thereafter, Genesis executed the Company's standard
form of confidentiality agreement and, in early February 2002, Genesis began its
due diligence investigation of NCS.

Also in February 2002, NCS was informed by representatives of the Ad Hoc
Noteholder Committee that the Ad Hoc Noteholder Committee was engaged in
discussions with Omnicare regarding a possible NCS transaction. Significantly,
Omnicare did not contact NCS from February 2002 until the receipt of the July
26, 2002 letter described below. In mid-February, representatives of the Ad Hoc
Noteholder Committee informed NCS that a draft asset purchase agreement was
being prepared by Omnicare's advisors and that NCS would be receiving the draft
in the near future. When the draft asset purchase agreement was finally
forwarded to NCS by representatives of the Ad Hoc Noteholder Committee on April
10, 2002, the agreement again provided for a Section 363 bankruptcy sale.
Although the consideration proposed by Omnicare had been increased to
$313,750,000, subject to an undefined purchase price adjustment, the
consideration was still lower than the face value of the Company's outstanding
obligations, including funded debt and trade credit, and the terms of the
proposal required that 20% of the purchase price be placed in escrow for an
indefinite period of time. After giving effect to the costs and expenses
relating to a bankruptcy filing, the Company calculated that the proposal would
have provided a limited recovery to the Company's Note holders and trade
creditors and no recovery to the Company's equity holders. The Company believed
that this proposal did not reflect the potential operating synergies associated
with a combination of NCS and Omnicare. Still believing that a bankruptcy was
not the appropriate method of maximizing value to all NCS stakeholders, and that
promising alternatives were developing, NCS indicated to the Ad Hoc Noteholder
Committee that it was not interested in this proposal and would not participate
in the Ad Hoc Noteholder Committee's bankruptcy sale discussions with Omnicare.

In March 2002, the NCS Board appointed an Independent Committee of the
Board comprised of Messrs. Boake Sells and Richard Osborne for the purpose of
reviewing, evaluating and negotiating any possible strategic transaction.

Through May 2002, Genesis continued its due diligence investigation of NCS,
requesting and receiving additional materials which had also been provided to
Omnicare. During this time, Genesis made clear that any proposal that it would
make to NCS would be conditioned on the Note holders' agreement to the proposed
transaction and on Messrs. Outcalt and Shaw, who in the aggregate own 65% of the
Company's voting power, entering into voting agreements to vote in favor of such
proposal and against any competing proposal. On May 14, 2002, a meeting of the
NCS Independent Committee was held to review the status of the restructuring
process. At that time, no acceptable proposals were under consideration by NCS,
although preliminary discussions with Genesis were beginning to progress.

In June 2002, Genesis proposed a merger transaction with no associated
bankruptcy filing, a full recovery by the senior debt holders, 70% recovery by
the Note holders, assumption of trade credit obligations, and a recovery of $7.5
million for the Company's equity holders. During discussions later that month,
the Genesis proposal for the Company's Note holders improved, but continued to
provide less than a full recovery. By late June, the recovery to equity holders
under the Genesis proposal had also improved to $20 million. At the request of
Genesis, the Company's financial advisor and legal counsel met with
representatives of Genesis and its legal counsel on June 26, 2002. At this
meeting, the parties began to engage in more definitive discussions regarding
structure, regulatory issues and a proposed timetable for consummating the
transaction. Genesis reiterated its position that their discussions were
conditioned on NCS dealing exclusively with Genesis, the Note holders' "lock-up"
agreement and the stockholders' voting agreements. At the request of Genesis,
after consideration and approval by the Independent Committee, on July 3, 2002,
NCS entered into an exclusivity agreement with Genesis effective July 1, 2002
which expired on July 19, 2002, but provided for an automatic extension until
July 26, 2002 if the parties were still in discussions on the initial expiration
date. Later on July 3, 2002, Genesis provided NCS with a draft merger agreement,
a draft of the Note holders' "lock up" agreement and draft voting agreements to
be entered into by Messrs. Outcalt and Shaw.

During the weeks that followed, NCS continued to negotiate the terms of the
definitive merger agreement with representatives of Genesis. Simultaneously, NCS
continued its efforts to reach consensus among the debt holders to support the
Genesis transaction. During this time period, improvements to the Genesis
transaction and other concessions were requested by the Ad Hoc Noteholder
Committee and NCS and granted by Genesis. Also during this time period, Genesis
performed additional due diligence regarding recent developments involving the
Company. Despite the substantial progress in the discussions between NCS and
Genesis over the preceding weeks, the parties had not been able to finalize the
definitive merger agreement and secure a consensus among the Note holders prior
to the July 26, 2002 expiration date of the exclusivity agreement between
Genesis and NCS. By telephonic meeting held on the morning of July 26, 2002, the
NCS Independent Committee, believing that NCS and Genesis were close to reaching
agreement on the definitive merger documentation, authorized an extension of the
exclusivity agreement through July 31, 2002, as requested by Genesis. During
this time period, the Independent Committee engaged Candlewood Partners to act
as co-financial advisor and to render a fairness opinion in connection with the
Genesis transaction.

At the time of the extension of the exclusivity agreement, the Company was
not engaged in discussions with any party other than Genesis and NCS had not
received any communications directly from Omnicare since February 2002. Later
that day, however, after Omnicare apparently became aware of the Company's
discussions with Genesis, NCS received via facsimile a new conditional
indication of interest from Omnicare contemplating an acquisition of NCS at a
purchase price of $3.00 per share in cash and retirement or assumption of the
outstanding NCS debt at its full principal amount plus accrued and unpaid
interest. As with Omnicare's prior proposals, and notwithstanding the due
diligence that previously had been performed by Omnicare, the new Omnicare
indication of interest continued to be subject to satisfactory completion of due
diligence. Significantly, this was the first proposal from Omnicare that did not
contemplate a bankruptcy court filing for NCS. Late in the afternoon on July 26,
2002, NCS representatives received voicemail phone messages from Omnicare
representatives asking to discuss the letter. In light of the restrictions
contained in the Genesis exclusivity agreement, a nearly definitive merger
agreement with Genesis and a new conditional indication of interest from
Omnicare, the NCS Independent Committee met on July 26, 2002 to discuss these
events.

After discussion, the Independent Committee directed the Company's
financial advisor to request that Genesis improve the economic terms of their
proposed transaction. The Independent Committee then determined to review the
results of those discussions and develop a course of action based on that
review.

The Company's financial advisor commenced discussions with Genesis on the
evening of July 26, 2002 and suggested that Genesis consider enhancing the
economic terms as related to the Note holders and the equity holders. In
response to that suggestion, on July 27, 2002, representatives of Genesis
contacted NCS. Concerned that the Ad Hoc Noteholder Committee was unable to
obtain the consent of a sufficient number of the Note holders, Genesis proposed
that the Notes be redeemed in cash at their full principal amount, including
accrued and unpaid interest and redemption premium, representing a $31 million
increase in the cash payment from Genesis. Genesis also proposed a modification
to the exchange ratio representing an approximately 80% increase in the number
of shares of Genesis common stock to be issued to NCS equity holders in the
merger. Most significantly, however, Genesis indicated that if this revised
proposal were not accepted and definitive documentation executed by the end of
the day on July 28, 2002, the offer would be withdrawn and Genesis would
terminate discussions.

After careful consideration, at a meeting held telephonically on July 28,
2002, the Independent Committee determined to recommend that the NCS Board
approve the Genesis transaction. This determination was based on a variety of
factors, including:

- the belief of the Independent Committee that given the Company's
distressed financial condition, the Independent Committee owed fiduciary
duties not only to the Company's stockholders, but also to its creditors,
which they believed were best discharged by accepting the Genesis
transaction and the associated certainty of recovery for NCS creditors
and stockholders;

- the fact that the Genesis transaction offered NCS creditors an
opportunity for a full and complete recovery and also provided
significant value to NCS equity holders;

- the fact that Genesis common stock would be issued to NCS equity holders
in the Genesis transaction, thereby affording these holders an
opportunity to share in potential increases in the long-term value of a
combined Genesis/NCS enterprise;

- the concern of the Independent Committee that the Omnicare indication of
interest was predatory in nature and intended primarily to disrupt the
ongoing discussions with Genesis, which concern was based on:

- the timing of the indication of interest, which was received in the
final stages of negotiation with Genesis, hours after the extension of
the exclusivity agreement had been executed and after the absence of any
communication from Omnicare for a period of several months;

- the consideration suggested by Omnicare, which while substantially in
excess of valuations proposed by Omnicare in previous discussions,
continued to be conditioned on undefined due diligence and other as yet
undetermined conditions, essentially rendering the proposed indication
of interest illusory in nature;

- the fact that the Omnicare indication of interest was non-binding and
highly conditional and the belief of the Independent Committee that the
price per share offered by Omnicare might be subject to reduction
following Omnicare's due diligence review of NCS or if discussions with
Genesis were terminated;

- the fact that Omnicare continued to condition its proposal on
satisfactory completion of due diligence, notwithstanding that Omnicare
had previously performed due diligence;

- the belief of the Independent Committee that the Genesis transaction had
a greater certainty of consummation, based on a variety of factors,
including:

- the highly conditional nature of the Omnicare indication of interest,
which remained subject to due diligence and other as yet unknown
conditions to be included in the definitive documentation relating to
the transaction;

- the course of dealing between NCS and Omnicare over the preceding year;

- the difficulty encountered by NCS in attempting to negotiate a
confidentiality agreement with Omnicare;

- the unreasonable positions taken by Omnicare in prior discussions,
including:

- Omnicare's unwillingness to accept restrictions on its ability to
purchase NCS debt securities, use competitively sensitive non-public
information or solicit customers and employees of NCS while engaging
in due diligence;

- the repeated insistence of Omnicare in proposing a Section 363
bankruptcy sale notwithstanding the benefits of a non-bankruptcy
acquisition to NCS, the Company's improving operating performance and
the potential operating synergies associated with a combination of NCS
and Omnicare; and

- Omnicare's insistence in pursuing an acquisition of the Company's
assets in a bankruptcy proceeding and seeking to negotiate that
transaction with the Ad Hoc Noteholder Committee rather than
negotiating a merger transaction with the Company.

- the fact that the principal terms of the Genesis Merger Agreement had
been fully negotiated by the time the Omnicare conditional indication of
interest was received and the fact that negotiation of definitive
agreements with Omnicare had not yet commenced;

- the lack of communication from Omnicare to NCS over the preceding months
and the inability to generate a productive dialogue between the two
companies regarding a transaction;
9

- the restrictions contained in the exclusivity agreement between NCS and
Genesis;

- the belief of the Independent Committee that there might be significantly
greater antitrust risks associated with a transaction with Omnicare,
NCS's single largest competitor; and

- the continued belief of the Independent Committee that the Genesis
transaction represented the best available alternative for all NCS
stakeholders given the uncertainty associated with the Omnicare
conditional indication of interest.

At a telephonic meeting of the NCS Board held later that day for the purpose of
receiving and acting upon the recommendation of the Independent Committee, the
Company's co-financial advisor, Candlewood Partners, delivered its opinion to
the NCS Board to the effect that, based upon and subject to the assumptions and
other factors set forth therein, as of July 28, 2002, the consideration to be
received by the holders of NCS Class A and Class B common stock in the Genesis
Merger was fair to such holders from a financial point of view. Based in part on
the recommendation of the Independent Committee, and after taking into account
all of the factors described above, the NCS Board unanimously voted to approve
and declare the advisability of the Genesis Merger and recommend that NCS
stockholders vote in favor of the adoption of the Genesis Merger Agreement. A
definitive merger agreement between NCS and Genesis, as well as the related
Voting Agreements, were signed later that day.

At approximately 4:30 a.m. on July 29, 2002, hours after the Genesis Merger
Agreement was executed, Omnicare faxed a letter to NCS restating its conditional
indication of interest and attaching a draft merger agreement. Later the same
morning, Omnicare issued a press release publicly disclosing the indication of
interest in violation of the non-disclosure obligations contained in Omnicare's
confidentiality agreement with the Company.

On August 1, 2002, Omnicare filed suit in the Court of Chancery of the
State of Delaware seeking, among other things, to enjoin the consummation of the
Genesis Merger and, on August 8, 2002, Omnicare commenced the Offer for all
outstanding NCS Class A Common Shares and Class B Common Shares at a price of
$3.50 per share, net to the seller in cash.

By letter dated August 8, 2002, Omnicare expressed a desire to discuss the
terms of the Offer with representatives of NCS. This letter again conditioned
Omnicare's proposal on the satisfactory completion of Omnicare's due diligence
investigation of NCS, a condition conspicuously absent from Omnicare's tender
offer materials distributed to NCS stockholders.

By letter dated August 15, 2002, Omnicare submitted a revised merger
agreement providing for the payment of $3.50 per share to the holders of the
Class A Common Shares and the Class B Common Shares and indicated that Omnicare
believed it could execute that agreement before August 22, 2002.

Since the commencement of the Offer, several additional lawsuits have been
filed seeking damages and injunctive relief in connection with the Genesis
Merger, as described under "Item 8. Additional Information -- Legal Matters."

After careful consideration by the Independent Committee, including a
thorough review of the Offer with the Independent Committee's and the Company's
legal and financial advisors, the Independent Committee and, based in part upon
the recommendation of the Independent Committee, the NCS Board have determined
to recommend that NCS stockholders reject the Offer and not tender their Shares
in the Offer. As described in greater detail below, the Independent Committee
and the Board believe that the Offer is highly conditional, illusory and many of
the conditions to the Offer are not capable of being satisfied as a result of
current contractual arrangements between NCS, certain NCS stockholders and
Genesis. More significantly, the Independent Committee and the Board believe
that there is a much higher certainty of consummating the Genesis transaction
(which provides a full and complete recovery to the Company's creditors and
provides significant value to NCS equity holders), thereby increasing the
likelihood that value will be delivered to NCS stakeholders.

In reaching their respective determinations to recommend that stockholders
reject the Offer, the Independent Committee and the Board each considered
numerous factors in consultation with senior management of NCS and the
Independent Committee and the legal and financial advisors to the Company,
including but not limited to the following:

The Offer is Highly Conditional. The Offer is subject to numerous
conditions, including, among others, the requirement that: (i) at least a
majority of the total voting power of all outstanding NCS securities be validly
tendered in the Offer and not withdrawn (the "Minimum Tender Condition"); (ii)
the Genesis Merger Agreement be terminated (the "Merger Termination Condition");
(iii) the Voting Agreements with Jon H. Outcalt and Kevin B. Shaw be terminated
(the "Voting Agreement Termination Condition"); (iv) NCS stockholders not
approve and adopt the Genesis Merger Agreement (the "Stockholder Approval
Condition"); (v) NCS not have entered into or effectuated any agreement or
transaction with any person or entity having the effect of impairing Omnicare's
ability to acquire NCS or otherwise diminishing the expected economic value to
Omnicare of the acquisition of NCS (the "No Impairment Condition"); and (vi) the
termination fee provision in the Genesis Merger Agreement be invalidated or the
obligation to pay any amounts under the provision be terminated, without payment
of any fee (the "Termination Fee Condition"). In addition to the various
conditions described above, Omnicare's August 8, 2002 letter further conditioned
Omnicare's proposal on the satisfactory completion of Omnicare's due diligence
investigation of NCS, a condition conspicuously absent from Omnicare's tender
offer materials distributed to NCS stockholders.

The Conditions to the Offer are Not Capable of Being Satisfied. Given the
contractual arrangements between Genesis and NCS, including the Voting
Agreements entered into by Messrs. Outcalt and Shaw, it is not possible to
satisfy the various conditions to the Offer. For example, the Minimum Tender
Condition is not capable of being satisfied because the terms of the Voting
Agreements prohibit Messrs. Outcalt and Shaw from tendering their Shares in the
Offer. Since Messrs. Outcalt and Shaw hold approximately 65% of the Company's
outstanding voting power, the Minimum Tender Condition cannot be satisfied.

The Merger Termination Condition is not capable of being satisfied because
the terms of the Genesis Merger Agreement do not permit NCS to terminate the
agreement to accept a competing proposal. Similarly, the Voting Agreement
Termination Condition is not capable of being satisfied because the terms of the
Voting Agreements do not provide Messrs. Outcalt and Shaw with termination
rights under the circumstances presented. Since Messrs. Outcalt and Shaw hold
Shares representing approximately 65% of the Company's outstanding voting power
and the Voting Agreements require them to vote their Shares in favor of the
Genesis Merger, the Stockholder Approval Condition is also not capable of being
satisfied.

Although the No Impairment Condition may be capable of being satisfied, it
is drafted in extremely broad and general terms and, according to the terms of
the Offer, Omnicare has the sole discretion to decide whether that condition, as
well as all other conditions, have been met. Accordingly, even assuming that the
numerous other conditions to the Offer could be satisfied, this condition
creates uncertainty regarding whether Omnicare would be required to consummate
the Offer given that any number of otherwise insignificant events or
circumstances could be deemed by Omnicare to cause the condition to not be
satisfied. Finally, the Termination Fee Condition is not capable of being
satisfied since, under the terms of the Genesis Merger Agreement, there are
virtually no circumstances under which NCS could terminate the Genesis Merger
Agreement and consummate a transaction with Omnicare without payment of the
termination fee.

The Offer Is Illusory. Since many of the numerous conditions to the Offer
are incapable of being satisfied, as described above, the Independent Committee
and the Board believe that the Offer is illusory because even if NCS
stockholders were to tender their shares in the Offer, the Offer cannot be
consummated by Omnicare without the waiver of a number of significant conditions
which the Independent Committee and the Board believe Omnicare would not be
willing to waive. The Independent Committee and the Board further believe that
Omnicare has intentionally structured the Offer in this manner. In so doing, the
Offer may primarily be intended to cause disruption to the pending arrangements
with Genesis, thereby jeopardizing a transaction that will provide for a full
and complete recovery for the Company's debt holders, in addition to providing
substantial value to NCS equity holders.

All of the conditions to the Offer, including the due diligence condition
referenced in Omnicare's August 8, 2002 letter and the No Impairment Condition
described above, are drafted to provide Omnicare with extremely broad latitude
in determining, in its sole discretion, whether or not to consummate the Offer.
Even assuming the numerous conditions to the Offer could be satisfied or waived,
given the course of dealing between NCS and Omnicare over the months preceding
the Offer, the Independent Committee and the Board believe that there is
significant uncertainty as to whether the Offer would be consummated on the
terms proposed or at all, thereby making the Offer illusory, because any number
of facts or circumstances identified by Omnicare in the course of its due
diligence investigation or otherwise may be used as a basis for refusing to
consummate the Offer or reducing the value to be delivered to NCS stakeholders.

The Genesis Transaction Provides Fair Value. In addition to providing a
full and complete recovery to the Company's debt holders, the pending
transaction with Genesis provides significant value to the NCS equity holders.
The Offer, by contrast, does not contain a binding commitment from Omnicare to
provide a full and complete recovery to the creditors of NCS. The Omnicare
tender offer materials only indicate that Omnicare "currently intends" to
discharge the Company's line of credit and redeem the Notes. Although the
Independent Committee and the NCS Board recognize that the Offer, if
consummated, may provide greater consideration to the Company's equity holders
than the Genesis Merger, given the certainty of recovery afforded to NCS debt
holders by the Genesis transaction, and in light of the fiduciary duties owed to
creditors by the Independent Committee and the NCS Board, the Independent
Committee and the Board continue to believe that the Genesis Merger represents a
better alternative for NCS stakeholders. The Genesis Merger also offers NCS
stockholders the opportunity to participate in the long-term appreciation in the
value of the combined company, while no similar opportunity is afforded by the
Omnicare Offer.

Other Factors. In addition to the factors described above, in reaching
their respective determinations to recommend that stockholders reject the Offer,
the Independent Committee and the Board also considered many of the factors,
including the course of dealing of the parties and related matters, that had
previously been considered in connection with the July 28, 2002 determination to
accept the Genesis proposal. See "Item 4. The Solicitation or
Recommendation -- Background" above.

ACCORDINGLY, BASED ON THE FOREGOING, THE INDEPENDENT COMMITTEE AND THE
BOARD RECOMMEND THAT HOLDERS OF SHARES REJECT THE OFFER AND NOT TENDER THEIR
SHARES PURSUANT TO THE OFFER.

The Independent Committee and the Board reserve the right to revise this
recommendation in the event of changed circumstances, if any. Any such change in
the recommendation of the Independent Committee or the Board will be
communicated to stockholders as promptly as practicable in the event that such a
determination is reached. Under the terms of the Genesis Merger Agreement, NCS
can provide non-public information and engage in discussions with a party making
a competing acquisition proposal only if the NCS Board concludes in good faith
(after consultation with its legal and financial advisors) that the proposal is,
or is likely to result in, a Superior Proposal within the meaning of the Genesis
Merger Agreement. Given the highly conditional nature of the Offer, the
inability of certain of those conditions to be satisfied, and the other reasons
set forth above, the NCS Board has not been able to conclude, at this time, that
the Offer constitutes a Superior Proposal within the meaning of the Genesis
Merger Agreement.

The foregoing discussion of the information and factors considered by the
Independent Committee and Board is not intended to be exhaustive but addresses
all of the material information and factors considered by the NCS Independent
Committee and Board in their consideration of the Offer. In view of the variety
of factors and the amount of information considered, the Independent Committee
and Board did not find it practicable to provide specific assessments of,
quantify or otherwise assign any relative weights to, the specific factors
considered in determining to recommend that stockholders reject the Offer. Such
determination was made after consideration of all the factors taken as a whole.
In addition, individual members of the Independent Committee and Board may have
given differing weights to different factors. Throughout its deliberations, the
Independent Committee and Board received the advice of the Independent
Committee's and the Company's financial and legal advisors, each of whom was
retained to advise the Independent Committee and the Board in connection with
the Offer, among other matters.

(d) INTENT TO TENDER

To the best of the Company's knowledge, none of the Company's executive
officers or directors currently intends to tender in the Offer any of the Shares
that he or she holds of record or beneficially.

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

The Company has retained Georgeson Shareholder Communications Inc.
("Georgeson") to assist it in connection with the Company's communications with
its stockholders with respect to the Offer. Georgeson will receive reasonable
customary compensation for its services and reimbursement of out-of-pocket
expenses in connection therewith. The Company has agreed to indemnify Georgeson
against certain liabilities arising out of or in connection with the engagement.

Except as set forth above, neither the Company nor any person acting on its
behalf has employed, retained or agreed to compensate any person to make
solicitations or recommendations to stockholders of the Company concerning the
Offer.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

No transactions in the Shares have been effected during the past 60 days by
the Company, or, to the best of the Company's knowledge, any of the Company's
directors, executive officers, affiliates or subsidiaries.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

NCS is not currently engaged in negotiations or discussions with Omnicare
or any other party regarding the Offer. As discussed below under "Item 8(a).
Additional Information -- Genesis Merger Agreement," the Company is a party to
the pending Genesis Merger Agreement. Pursuant to Section 5.2(c) of the Genesis
Merger Agreement, NCS is prohibited from, among other things, directly or
indirectly soliciting, initiating, encouraging, knowingly facilitating or
inducing any proposal that constitutes, or could reasonably be expected to
result in, an Acquisition Proposal. Under the Merger Agreement, an "Acquisition
Proposal" is broadly defined to include any proposal to acquire 10% or more of
the Company's net revenues, net income or assets, 10% of any class of the
Company's securities, 10% of the Company's voting power or 40% of the face value
of the Company's outstanding Notes.

Notwithstanding the foregoing, NCS may furnish non-public information to
and engage in discussions with a party making an Acquisition Proposal if the
Board determines in good faith, after consultation with its legal and financial
advisors, that the proposal is, or is likely to result in, a Superior Proposal.
A "Superior Proposal" is defined in the Genesis Merger Agreement as a bona fide
written Acquisition Proposal for all of the Company's outstanding capital stock
and Notes which the Board, in its good faith judgment after consultation with
its financial advisors, determines is superior to the Genesis Merger. In making
this determination, the Board must take into account all of the terms of the
proposal deemed relevant by the Board, including: (i) break-up fees; (ii)
expense reimbursement provisions; (iii) conditions to the transaction; (iv)
expected timing; (v) risks of consummation; (vi) the ability of the party making
the proposal to obtain financing and (vii) all other legal, financial,
regulatory and other aspects of the transaction. In addition, prior to engaging
in discussions with or providing non-public information to a party making a
Superior Proposal, the party making the proposal must enter into a
confidentiality agreement with NCS on terms no less restrictive than the terms
contained in the confidentiality agreement between NCS and Genesis. Based on the
factors discussed above under "Item 4(b). The Solicitation or
Recommendation -- Background; Reasons for the Board's Position," the NCS Board
has not been able to conclude, at this time, that the Offer constitutes a
Superior Proposal within the meaning of the Genesis Merger Agreement.

On August 8 and August 19, 2002, the NCS Board met to consider and review
the Offer in light of the pending Merger Agreement with Genesis discussed below
under "Item 8(a). Additional Information -- Genesis Merger Agreement," and on
August 19, 2002, the Board adopted resolutions regarding the recommendation set
forth above under "Item 4(a). The Solicitation or Recommendation -- Position of
the Board of Directors," including authorizing the filing of this Schedule
14D-9.

The NCS Board has determined that disclosure of the specific terms of any
discussions or negotiations that have occurred in the past or may occur in the
future, including the identities of the parties thereto, may be detrimental to
the best interests of the Company and its stakeholders. Accordingly, at the
meeting held on August 19, 2002, the NCS Board adopted a resolution instructing
management to maintain the confidentiality of such discussions and negotiations,
including the principal terms thereof and the identities of the parties thereto.

Except as set forth above, the Company is not undertaking or engaged in any
negotiations in response to the Offer, nor has the Company entered into any
transaction, board resolution, agreement in principle or signed contract in
response to the Offer.

ITEM 8. ADDITIONAL INFORMATION.

(a) GENESIS MERGER AGREEMENT

On July 28, 2002, NCS, Genesis and Sub entered into the Genesis Merger
Agreement, pursuant to which Sub will merge with and into NCS (the "Genesis
Merger"), with NCS surviving as a wholly owned subsidiary of Genesis. If the
Genesis Merger is completed, each outstanding Share, other than Shares held by
NCS and other than dissenting Shares, will be converted into the right to
receive 0.1 of a share of common stock of Genesis, par value $0.02 per share.
The completion of the Genesis Merger is subject to regulatory approvals and
other customary conditions, including the approval of the holders of a majority
of the voting power represented by the outstanding Shares.

At the closing of the Genesis Merger, Genesis will repay in full the
outstanding debt of NCS, which includes $206 million principal amount of senior
debt, and will redeem the full $102 million principal amount of outstanding
Notes, including any accrued and unpaid interest and redemption premium.

(b) LEGAL MATTERS

Litigation. Between July 30, 2002 and August 7, 2002, seven lawsuits were
filed against the Company and its directors. The lawsuits are described below.

OMNICARE V. NCS HEALTHCARE, C.A. NO. 19800, COURT OF CHANCERY OF THE STATE OF
DELAWARE, NEW CASTLE COUNTY, FILED AUGUST 1, 2002, AMENDED AUGUST 12, 2002.

This lawsuit alleges, among other things, that: (i) the Voting Agreement
among Jon H. Outcalt, NCS and Genesis and the Voting Agreement among Kevin B.
Shaw, NCS and Genesis violate the Company's Certificate of Incorporation, and
that the Class B Common Shares held by Messrs. Outcalt and Shaw have converted
into Class A Common Shares as a result of Messrs. Outcalt and Shaw granting
irrevocable proxies in support of the Genesis Merger; (ii) the NCS Board
breached its fiduciary duties by entering into the Genesis Merger Agreement on
July 28, 2002 and by declining to consider Omnicare's July 26, 2002 proposal to
acquire NCS; and (iii) Genesis aided and abetted such alleged breaches of
fiduciary duties. Plaintiff seeks, among other things: (a) a declaration that
the Class B Common Shares held by Messrs. Outcalt and Shaw have converted into
Class A Common Shares; (b) preliminary and permanent injunctions preventing NCS,
its directors, and Genesis from taking further action relating to the Genesis
Merger Agreement; (c) preliminary and permanent injunctions against Genesis
preventing it from aiding and abetting alleged breaches of fiduciary duties by
the NCS Board; (d) a declaration that the Genesis Merger Agreement and related
Voting Agreements are void; and (e) such other and further relief as the Court
may deem just and proper. A motion for a preliminary injunction has been filed
in this matter. The Court has granted Omnicare's motion to expedite discovery in
this matter. The duration and outcome of this litigation cannot be predicted at
this time.

DOLPHIN LIMITED PARTNERSHIP I V. OUTCALT, C.A. NO. 19822, COURT OF CHANCERY OF
THE STATE OF DELAWARE, NEW CASTLE COUNTY, FILED AUGUST 7, 2002.

This lawsuit, allegedly brought on behalf of the named plaintiff and a
class of NCS stockholders, alleges, among other things, that: (i) the NCS Board
breached its fiduciary duties by entering into the Genesis Merger Agreement on
July 28, 2002 and by declining to consider Omnicare's July 26, 2002 proposal to
acquire NCS;
14

(ii) the NCS Board breached its fiduciary duties by failing to consider
Omnicare's August 1, 2002 proposal to acquire NCS; (iii) the NCS Board breached
its fiduciary duties by not conditioning the consummation of the Genesis Merger
on the approval of the holders of the Class A Common Shares, voting as a
separate class; and (iv) Genesis aided and abetted these alleged breaches of
fiduciary duty. Plaintiffs seek, among other things: (a) a declaration that the
complaint is properly maintainable as a class action; (b) preliminary and
permanent injunctions against the Genesis Merger; (c) an injunction conditioning
consummation of the Genesis Merger on approval by the holders of the Class A
Common Shares, voting as a separate class; (d) rescission of the Genesis Merger
if it is consummated prior to the Court's order; (e) monetary damages; (f)
attorneys' fees, costs and expenses; and (g) such other and further relief as
the Court may deem just and proper. The duration and outcome of this litigation
cannot be predicted at this time.

BIERCH V. NCS HEALTHCARE, C.A. NO. 19786, COURT OF CHANCERY OF THE STATE OF
DELAWARE, NEW CASTLE COUNTY, FILED JULY 30, 2002.

NOBLE V. NCS HEALTHCARE, C.A. NO. 19807, COURT OF CHANCERY OF THE STATE OF
DELAWARE, NEW CASTLE COUNTY, FILED AUGUST 1, 2002.

TREADWAY V. OUTCALT, C.A. NO. 19810-NC, COURT OF CHANCERY OF THE STATE OF
DELAWARE, NEW CASTLE COUNTY, FILED AUGUST 2, 2002.

SALTZMAN V. OUTCALT, C.A. NO. 19811-NC, COURT OF CHANCERY OF THE STATE OF
DELAWARE, NEW CASTLE COUNTY, FILED AUGUST 2, 2002.

PETROVIC V. NCS HEALTHCARE, COURT OF COMMON PLEAS, CUYAHOGA COUNTY, OHIO,
FILED AUGUST 1, 2002.

These lawsuits, allegedly brought on behalf of the named plaintiffs and a
class of NCS stockholders, allege, among other things, that the NCS Board
breached its fiduciary duties by entering into the Genesis Merger Agreement on
July 28, 2002 and by declining to consider Omnicare's July 26, 2002 proposal to
acquire NCS. Plaintiffs seek, among other things: (i) a declaration that the
complaint is properly maintainable as a class action; (ii) preliminary and
permanent injunctions against the Genesis Merger; (iii) rescission of the
Genesis Merger if it is consummated prior to the Court's order; (iv) monetary
damages; (v) attorneys' fees, costs and expenses; and (vi) such other and
further relief as the Court may deem just and proper. The duration and outcome
of the litigation based on these complaints cannot be predicted at this time.

NCS believes that each of these lawsuits is without merit and intends to
vigorously defend these actions.

U.S. Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the rules that have been promulgated
thereunder by the Federal Trade Commission (the "FTC"), certain acquisition
transactions may not be consummated unless certain information has been
furnished to the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") and the FTC and certain waiting period requirements
have been satisfied. The acquisition of the Shares by the Offeror pursuant to
the Offer is subject to such requirements.

Pursuant to the requirements of the HSR Act, Omnicare filed the required
Notification and Report Forms (the "Forms") with the Antitrust Division and the
FTC on August 8, 2002. As required by the HSR Act, NCS filed the Forms on August
19, 2002, the next business day after the tenth calendar day following the day
Omnicare filed its Forms. The statutory waiting period applicable to the
purchase of Shares pursuant to the Offer will expire at 11:59 P.M., Eastern
Time, on August 23, 2002, the fifteenth day after Omnicare filed its Forms and
paid the applicable filing fees. However, prior to such date, the Antitrust
Division or the FTC may extend the waiting periods by requesting additional
information or documentary material relevant to the Offer. If such a request is
made, the waiting period will be extended until 11:59 P.M., Eastern Time, on the
tenth day after Omnicare has substantially complied with such request. If the
tenth day falls on a weekend or holiday, the waiting period will expire at the
close of the next regular business day. Thereafter, such waiting periods can be
extended only by court order or by voluntary consent of the parties.

The Antitrust Division and the FTC frequently scrutinize the legality of
transactions under the antitrust laws. At any time before or after the
consummation of any such transactions, the Antitrust Division or the
15

FTC could, notwithstanding termination of the waiting period, take such action
under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of the Shares pursuant to the
Offer or seeking divestiture of the Shares so acquired or divestiture of the
Company's or Omnicare's assets. Private parties may also bring legal actions
under the antitrust laws. There can be no assurance that a challenge to the
Offer on antitrust grounds will not be made, or if such a challenge is made,
what the result will be.

ITEM 9. EXHIBITS.

<Table>
<Caption>
EXHIBIT NO.
- -----------

Exhibit 1. Letter, dated August 20, 2002, to the stockholders of the
Company.*
Exhibit 2. Press Release issued by the Company on August 20, 2002.*
Exhibit 3. Proxy Statement on Schedule 14A, dated November 9, 2001,
relating to the Company's 2001 Annual Meeting of
Stockholders (NCS Schedule 14A, filed October 29, 2001, is
incorporated herein by reference).
Exhibit 4. Voting Agreement, dated as of July 28, 2002, by and among
Jon H. Outcalt, NCS HealthCare, Inc. and Genesis Health
Ventures, Inc. (Exhibit 10.1 to NCS Current Report on Form
8-K, filed July 30, 2002, is incorporated herein by
reference).
Exhibit 5. Voting Agreement, dated as of July 28, 2002, by and among
Kevin B. Shaw, NCS HealthCare, Inc. and Genesis Health
Ventures, Inc. (Exhibit 10.2 to NCS Current Report on Form
8-K, filed July 30, 2002, is incorporated herein by
reference).
Exhibit 6. Binding Term Sheet Agreement, dated July 28, 2002, by and
among Genesis Health Ventures, Inc., NCS HealthCare, Inc.
and Jon H. Outcalt.*
Exhibit 7. Amendment to Salary Continuation Agreement, dated August 21,
2001, between NCS HealthCare, Inc. and Jon H. Outcalt
(Exhibit 10.23 to NCS Annual Report on Form 10-K for the
year ended June 30, 2001, is incorporated herein by
reference).
Exhibit 8. Salary Continuation Agreement, dated September 29, 2000,
between NCS HealthCare, Inc. and Jon H. Outcalt (Exhibit
10.1 to NCS Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 2000, is incorporated herein by
reference).
Exhibit 9. Salary Continuation Agreement, dated September 29, 2000,
between NCS HealthCare, Inc. and Kevin B. Shaw (Exhibit 10.2
to NCS Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 2000, is incorporated herein by
reference).
Exhibit 10. Amendment to Salary Continuation Agreement, dated August 21,
2001, between NCS HealthCare, Inc. and Kevin B. Shaw
(Exhibit 10.24 to NCS Annual Report on Form 10-K for the
year ended June 30, 2001, is incorporated herein by
reference).
Exhibit 11. Salary Continuation Agreement, dated October 25, 2000,
between NCS HealthCare, Inc. and William B. Byrum (Exhibit
10.3 to NCS Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 2000, is incorporated herein by
reference).
Exhibit 12. Form of NCS HealthCare, Inc. Salary Continuation Agreement.*
Exhibit 13. NCS HealthCare, Inc. Severance Benefit Plan, dated as of
February 20, 1998.*
Exhibit 14. Employment Agreement, dated July 1, 2001, between NCS
HealthCare, Inc. and William B. Byrum (Exhibit 10.22 to NCS
Annual Report on Form 10-K for the year ended June 30, 2001,
is incorporated herein by reference).
Exhibit 15. Retention and Indemnification Agreement, dated June 26,
2002, among NCS HealthCare, Inc. and certain directors and
officers of NCS HealthCare, Inc.*
Exhibit 16. Agreement and Plan of Merger, dated as of July 28, 2002, by
and among Genesis Health Ventures, Inc., Geneva Sub, Inc.,
and NCS HealthCare, Inc. (Exhibit 2.1 to NCS Current Report
on Form 8-K, filed July 30, 2002, is incorporated herein by
reference).
Exhibit 17. Amended Omnicare Complaint, dated August 12, 2002 (Exhibit
99.3 to NCS Current Report on Form 8-K, filed August 19,
2002, is incorporated herein by reference).
Exhibit 18. Omnicare Complaint, dated August 1, 2002 (Exhibit 99.2 to
NCS Current Report on Form 8-K, filed August 7, 2002, is
incorporated herein by reference).
</Table>

<Table>
<Caption>
EXHIBIT NO.
- -----------

Exhibit 19. Dolphin Limited Partnership Complaint, dated August 7, 2002
(Exhibit 99.2 to NCS Current Report on Form 8-K, filed
August 19, 2002, is incorporated herein by reference).
Exhibit 20. Bierch Complaint, dated July 30, 2002 (Exhibit 99.1 to NCS
Current Report on Form 8-K, filed August 7, 2002, is
incorporated herein by reference).
Exhibit 21. Noble Complaint, dated August 1, 2002 (Exhibit 99.3 to NCS
Current Report on Form 8-K, filed August 7, 2002, is
incorporated herein by reference).
Exhibit 22. Treadway Complaint, dated August 2, 2002 (Exhibit 99.4 to
NCS Current Report on Form 8-K, filed August 7, 2002, is
incorporated herein by reference).
Exhibit 23. Saltzman Complaint, dated August 2, 2002 (Exhibit 99.5 to
NCS Current Report on Form 8-K, filed August 7, 2002, is
incorporated herein by reference).
Exhibit 24. Petrovic Complaint, dated August 1, 2002 (Exhibit 99.1 to
NCS Current Report on Form 8-K, filed August 19, 2002, is
incorporated herein by reference).
</Table>

- ---------------

* Filed herewith.

SIGNATURE

After due 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.

NCS HEALTHCARE, INC.

By: /s/ Kevin B. Shaw

------------------------------------
Kevin B. Shaw
President and Chief Executive
Officer

Dated: August 20, 2002