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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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NCS HEALTHCARE, INC.
(Name of Subject Company (Issuer))
OMNICARE, INC.
NCS ACQUISITION CORP.
(Names of Filing Persons (Offerors))
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
62887410
(CUSIP Number of Class A Common Stock)
AND
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
NOT APPLICABLE
(CUSIP Number of Class B Common Stock)
PETER LATERZA, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
OMNICARE, INC.
100 EAST RIVERCENTER BOULEVARD
COVINGTON, KENTUCKY 41011
TELEPHONE: (859) 392-3300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
COPY TO:
MORTON A. PIERCE, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 259-8000
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CALCULATION OF FILING FEE
<Table>
Transaction Valuation* Amount of Filing Fee
$91,816,869 $18,363.37
</Table>
* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of (i) 18,460,599 shares of the class A common
stock, par value $0.01, of NCS HealthCare, Inc. (the 'Company'), representing
all of the outstanding shares of such class as of July 28, 2002 (less 1,000
shares of such class owned by Omnicare, Inc.), (ii) 5,255,210 shares of the
class B common stock, par value $0.01, of the Company, representing all of the
outstanding shares of such class as of July 28, 2002, (iii) 2,422,724 shares
reserved for issuance upon the exercise of outstanding options to purchase class
A common stock and (iv) 94,858 shares reserved for issuance upon the exercise of
outstanding options to purchase class B common stock. The number of outstanding
shares and shares reserved for issuance upon the exercise of options is
contained in the Current Report on Form 8-K filed by the Company on July 30,
2002.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $18,363.37 Filing party: Omnicare, Inc.
Form or Registration No.: SC TO Date Filed: August 8, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
________________________________________________________________________________
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This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on August 8, 2002 (the "Schedule TO") by Omnicare, Inc., a
Delaware corporation ("Omnicare"), and NCS Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Omnicare. The
Schedule TO relates to a tender offer by Purchaser to purchase all of the
outstanding shares of class A common stock, par value $0.01 per share, and class
B common stock, par value $0.01 per share, of NCS HealthCare, Inc. (the
"Company") for a purchase price of $3.50 per share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 8, 2002 (the "Offer to Purchase"), and in
the related Letter of Transmittal (the "Letter of Transmittal" which, together
with the Offer to Purchase, as hereby or hereafter amended or supplemented from
time to time, constitute the "Offer"). Copies of the Offer to Purchase and the
related Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)
and (a)(2), respectively. Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Offer to Purchase and the Schedule
TO.
ITEM 5. Past Contracts, Transactions, Negotiations and Agreements.
Section 11 ("Background of the Offer") of the Offer to Purchase is
hereby amended by adding the following to the end of such Section:
On August 8, 2002, Omnicare sent the following letter to the
Company and made its contents public:
[LETTERHEAD OF OMNICARE, INC.]
August 8, 2002
BY FACSIMILE AND OVERNIGHT COURIER
Board of Directors
NCS HealthCare, Inc.
3201 Enterprise Parkway
Suite 220
Beachwood, Ohio 44122
Gentlemen:
As you are aware, Omnicare, Inc., through a wholly-owned subsidiary, today
commenced a tender offer to purchase all of the outstanding shares of Class A
Common Stock and Class B Common Stock of NCS HealthCare, Inc. for $3.50 per
share, net to the sellers in cash, subject to the terms and conditions
contained in the Offer to Purchase, dated August 8, 2002, and related Letter
of Transmittal. As we have stated repeatedly, our offer is compelling and
represents a significant premium for NCS stockholders (particularly when
compared with the NCS/Genesis Health Ventures, Inc. transaction). Given NCS's
refusal to respond to our proposal, we had no alternative but to take our
offer directly to our fellow NCS stockholders.
We are disappointed with your refusal even to discuss our proposal and your
apparent disregard of your fiduciary duties to NCS stockholders. We remain,
however, optimistic that the NCS Board of Directors will realize that our
proposal provides NCS stockholders with the greatest value and, in accordance
with your fiduciary obligations, will take all necessary action to afford NCS
stockholders the opportunity to consider our proposal and realize this
significant value.
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As expressed in our previous letters to the NCS Board of Directors, we would
prefer to work together with NCS to complete a transaction that provides the
greatest value to NCS and its stockholders, as well as NCS bondholders and
other creditors. As we have already stated, we are willing to discuss all
aspects of our offer, including structure, price and type of consideration.
We also are willing to execute a merger agreement substantially identical to
the NCS/Genesis Merger Agreement. We would, however, be willing to remove
provisions in the agreement relating to the "break-up" fee and voting
agreements (as well as other terms that we believe violate Delaware law),
which may operate as a deterrent to a third party willing to provide greater
value to NCS's equity and debt holders. Also, NCS bondholders and other
creditors would be treated the same as they would be treated in the proposed
NCS/Genesis transaction. In essence, we are offering a significant premium to
the Genesis transaction and are willing to agree to the merger agreement you
have already negotiated with Genesis without the provisions which preclude
the acceptance of superior third-party proposals.
We believe that we could consummate a negotiated transaction very quickly.
Most of the conditions to our tender offer would be satisfied if we are able
to negotiate a transaction with NCS, other than those customary conditions
that already are included in the NCS/Genesis Merger Agreement. Although we
need to complete confirmatory due diligence, we are confident that our
diligence review can be completed in a matter of days if we are provided with
reasonable access to certain customary non-public information regarding NCS,
which we expect was made available to Genesis.
Finally, our proposal clearly represents a "Superior Proposal," as defined in
Section 5.3(c)(vi) of the NCS/Genesis Merger Agreement. In fact, our offer
represents more than twice the value of the consideration being offered to
stockholders in the proposed NCS/Genesis transaction. In addition, our
proposal is not subject to any financing condition and can be consummated at
least as quickly as the proposed NCS/Genesis transaction. Given that our
proposal constitutes a "Superior Proposal," we would expect, in accordance
with the discharge of your fiduciary duties and as permitted by the terms of
the NCS/Genesis Merger Agreement, to begin discussing the terms of our
proposal with NCS and to begin our confirmatory investigation of NCS's
non-public information as soon as possible.
We look forward to your prompt response.
Sincerely,
/s/
Joel F. Gemunder
President and Chief Executive Officer
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ITEM 11. Additional Information
The following is hereby added to the end of Section 18 ("Legal
Proceedings") of the Offer to Purchase:
On August 7, 2002, Dolphin Limited Partnership, LLP, filed a class action
complaint against the Company and the Company's Board of Directors in the
Delaware Court of Chancery seeking, among other things, an order:
(1) declaring the action to be a class action and certifying plaintiff
as the class representative and its counsel as class counsel;
(2) enjoining, preliminarily and permanently, the proposed merger
between NCS and Genesis;
(3) directing defendants to condition the Genesis merger on the
approving vote of the Class A stockholders voting as a separate class;
(4) in the event that the transaction is consummated prior to the entry
of the Court's final judgment, rescinding it or awarding plaintiff and
the Class rescissory damages;
(5) directing that defendants account to plaintiff and the other
members of the Class for all damages caused by them and account for all
profits and any special benefits obtained as a result of their breaches
of their fiduciary duties; and
(6) awarding plaintiff the costs and disbursements of this action,
including a reasonable allowance for fees and expenses of plaintiff's
attorneys and experts.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(1)(J) Press Release issued by Omnicare on August 8, 2002.
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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.
Dated: August 9, 2002
OMNICARE, INC.
By: /s/ DAVID W. FROESEL, JR.
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Name: David W. Froesel, Jr.
Title: Senior Vice President
and Chief Financial Officer
NCS ACQUISITION CORP.
By: /s/ DAVID W. FROESEL, JR.
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Name: David W. Froesel, Jr.
Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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(a)(1)(A) Offer to Purchase dated August 8, 2002.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
(a)(1)(G) Summary Advertisement, published August 8, 2002.*
(a)(1)(H) Press Release issued by Omnicare, Inc. on August 8, 2002.*
(a)(1)(I) Complaint filed in the Chancery Court, New Castle County, Delaware on
August 1, 2002.*
(a)(1)(J) Press Release issued by Omnicare, Inc. on August 8, 2002.
(b)(1) Three-year, $495.0 million Credit Agreement, dated as of March 20, 2001, among
Omnicare, Inc., as the Borrower, the Guarantors named therein and the lenders
named therein, as the Lenders, Lehman Commercial Paper Inc., as a Syndication
Agent, Sun Trust Bank, as a Documentation Agent, Deutsche Banc Alex. Brown, as
a Documentation Agent, and Bank One, NA, with its main office in Chicago,
Illinois, as the Administrative Agent. (Incorporated by reference to Exhibit
99.3 of Omnicare's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 23, 2001).
(c) None.
(d)(1) Confidentiality Agreement, dated August 29, 2001, between Omnicare, Inc. and
NCS HealthCare, Inc.*
(e) None.
(f) None.
(g) None.
(h) None.
</Table>
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* Previously filed.