Exhibit 99.3
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 Our Clients:
Enclosed for your consideration are the Prospectus, dated ,
1999 (the "Prospectus") and the related Letter of Transmittal (which together
with the Prospectus constitute the "Exchange Offer") in connection with the
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 the outstanding 8 1/8% Senior Subordinated Notes due 2011 (the
"Old Notes"), upon the terms and subject to the conditions set forth in the
Exchange Offer.
We are the Registered Holders of Old Notes held for your
account. An exchange of the Old Notes can be made only by us as the Registered
Holders and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to exchange
the Old Notes held by us for your account. The Exchange Offer provides a
procedure for holders to tender by means of guaranteed delivery.
We request information as to whether you wish us to exchange
any or all of the Old Notes held by us for your account upon the terms and
subject to the conditions of the Exchange Offer.
Your attention is directed to the following:
1. The Exchange Notes will be issued in exchange for the Old
Notes at the rate of $1,000 principal amount of Exchange Notes for each
$1,000 principal amount of Old Notes. Interest on the Exchange Notes
issued pursuant to the Exchange Offer will accrue from the last
interest payment date on which interest was paid on the Old Notes
surrendered in exchange therefor or, if no interest has been paid, from
the original date of issuance of the Old Notes. Interest on the
Exchange Notes is payable semi-annually on each March 15 and September
15, commencing on September 15, 2001. The Exchange Notes will bear
interest (as do the Old Notes) at a rate equal to 8 1/8% per annum. The
form and terms of the Exchange Notes are identical in all material
respects to the form and terms of the Old Notes, except that (i) the
offering of the Exchange Notes has been registered under the Securities
Act of 1933, as amended (the "Securities Act"), (ii) the Exchange Notes
will not be subject to transfer restrictions (except as otherwise set
forth herein) and (iii) certain provisions relating to liquidated
damages on the Old Notes provided for under certain circumstances will
be eliminated.
2. 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 or understanding 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."
3. The Exchange Offer is not conditioned on any minimum
principal amount of Old Notes being tendered.
4. 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--Conditions to the Exchange Offer" exist.
5. Tendered Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on , 2001.
6. Any transfer taxes applicable to the exchange of the Old
Notes pursuant to the Exchange Offer will be paid by the Company,
except as otherwise provided in the Prospectus under "The Exchange
Offer--Solicitation of Tenders; Fees and Expenses" and in Instruction 9
of the Letter of Transmittal.
If you wish to have us tender any or all of your Old Notes,
please so instruct us by completing, detaching and returning to us the
instruction form attached hereto. An envelope to return your instructions is
enclosed. If you authorize a tender of your Old Notes, the entire principal
amount of Old Notes held for your account will be tendered unless otherwise
specified on the instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf by the Expiration
Date.
The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, (i) holders of the Old Notes in any jurisdiction
in which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction or would otherwise not be in
compliance with any provision of any applicable security law and (ii) holders of
Old Notes who are affiliates of the Company.
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