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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. 2
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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
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Transaction Valuation* Amount of Filing Fee
$91,816,869 $18,363.37
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* 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. 2 amends and supplements the Tender Offer
Statement on Schedule TO, as previously amended and supplemented, originally
filed with the Securities and Exchange Commission (the "Commission") on
August 8, 2002 (as previously amended and supplemented, 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.
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ITEM 11. Additional Information
The first paragraph under Section 18 ("Legal Proceedings") of the Offer
to Purchase is hereby amended and restated in its entirety as follows:
On August 1, 2002, Omnicare commenced litigation against the Company,
the Company's Board of Directors and Genesis and Geneva Sub in the Court of
Chancery of the State of Delaware alleging, among other things, that the
Company's Board of Directors violated their fiduciary and statutory duties to
the Company's stockholders by entering into the Genesis Agreement and the
Voting Agreements.
On August 12, 2002, Omnicare filed a First Amended Complaint which
alleged, among other things and in addition to the breaches of fiduciary duties
by the Company's Board of Directors, that the grant by Messrs. Outcalt
and Shaw of an irrevocable proxy, coupled with an interest, to Genesis to vote
all of their shares of the Company's Class B Common Stock violated the Company's
amended and restated certificate of incorporation and irrevocably converted
those shares of Class B Common Stock (holding ten votes per share) into shares
of Class A Common Stock (holding only one vote per share). Accordingly,
Omnicare has sought an order:
a. Declaring that the Voting Agreements entered into by Messrs.
Outcalt and Shaw violate the Company's amended and restated
certificate of incorporation and by entering into these Voting
Agreements, Messrs. Outcalt and Shaw automatically and irrevocably
converted their shares of Class B Common Stock into shares of
Class A Common Stock as provided in the amended and restated
certificate of incorporation;
b. In the alternative, declaring that the Company's Board of Directors
violated Section 141 of the DGCL in agreeing to the terms of the
Genesis Agreement and the associated Voting Agreements, and,
therefore, that the Genesis Agreement is null and void;
c. In the alternative, preliminarily and permanently enjoining (i) the
Company, the Company's Board of Directors, Genesis, Geneva Sub, and
their respective officers, directors, employees, agents and all
persons acting on their behalf from taking further steps or any
actions with respect to the Voting Agreements and/or the Genesis
Agreement; and (ii) Genesis and Geneva Sub, and their respective
officers, directors, employees, agents and all persons acting on
their behalf from aiding and abetting the Company's Board of
Directors' breaches of their fiduciary duties; and
d. Declaring that the termination fee provision in the Genesis
Agreement is unreasonable, invalid and unenforceable; and
e. Granting Omnicare such further relief as may be just and proper,
including the costs and disbursements of this action and reasonable
attorneys' fees.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(1)(K) First Amended Complaint filed in the Chancery Court,
New Castle County, Delaware on August 12, 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 12, 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.*
(a)(1)(K) First Amended Complaint filed in the Chancery Court, New Castle
County, Delaware on August 12, 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.
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* Previously filed.
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as....................................'SS'