Exhibit 99.4
OMNICARE, INC.
OFFER TO EXCHANGE
8 1/8% Series B Senior Subordinated Notes due 2011
for any and all of its
8 1/8% Senior Subordinated Notes due 2011
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We are enclosing herewith an offer by Omnicare, Inc., a
Delaware corporation (the "Company"), to exchange its 8 1/8% Series B Senior
Subordinated Notes due 2011 (the "Exchange Notes") for any and all of its
outstanding 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), upon
the terms and subject to the conditions set forth in the accompanying
Prospectus, dated , 2001 (the "Prospectus"), and related Letter of
Transmittal (which together with the Prospectus constitutes the "Exchange
Offer").
The Exchange Offer provides a procedure for holders to tender
the Old Notes by means of guaranteed delivery.
The Exchange Offer will expire at 5:00 p.m., New York City
time, on , 2001, unless extended (the "Expiration Date"). Tendered Old
Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the Expiration Date.
Based on an interpretation by the staff of the Securities and
Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in
exchange for Old Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act or a "broker" or "dealer" registered under the Securities Exchange Act of
1934, as amended) without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes. See the discussion in the Prospectus under "The Exchange
Offer--Purpose and Effect of the Exchange Offer."
The Exchange Offer is not conditioned on any minimum principal
amount of Old Notes being tendered.
Notwithstanding any other term of the Exchange Offer, the
Company will not be required to accept for exchange, or exchange Exchange Notes
for, any Old Notes not theretofore accepted for exchange, and may terminate or
amend the Exchange Offer as provided herein before the acceptance of such Old
Notes, if any of the conditions described in the Prospectus under "The Exchange
Offer--Terms of the Exchange Offer" exist.
The Company reserves the right not to accept tendered Old
Notes from any tendering holder if the Company determines, in its sole and
absolute discretion, that such acceptance could result in a violation of
applicable securities laws.
For your information and for forwarding to your clients for
whom you hold Old Notes registered in your name or in the name of your nominee,
we are enclosing the following documents:
1. A Prospectus dated , 2001.
2. A Letter of Transmittal for your use and for the
information of your clients.
3. A printed form of letter which may be sent to your clients
for whose accounts you hold Old Notes registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer.
4. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 of the Internal Revenue Service (included in
Letter of Transmittal).
WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
Any inquiries you may have with respect to the Exchange Offer
may be addressed to, and additional copies of the enclosed materials may be
obtained from the Exchange Agent at the following telephone number: (615)
748-5324.
Very truly yours,
OMNICARE, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS
THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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