SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
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:
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
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by NCS
HealthCare, Inc. (the "Company" or "NCS") on August 20, 2002 and amended on
August 21, 2002, relating to the tender offer by NCS Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Omnicare, Inc., a Delaware
corporation ("Omnicare"), for all of the outstanding shares of Class A Common
Stock, par value $0.01 per share, of NCS and Class B Common Stock, par value
$0.01 per share, of NCS, at a price of $3.50 per share, net to the seller in
cash. Except as otherwise indicated, the information set forth in the original
Schedule 14D-9 and Amendment No. 1 thereto remains unchanged.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented by adding the following additional
exhibit:
EXHIBIT NO.
Exhibit 26. Press release issued by the Company on August 22, 2002, announcing
the filing of a lawsuit by the Company against Omnicare.*
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* 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
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Kevin B. Shaw
President and Chief Executive Officer
Dated: August 22, 2002