UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2002 Omnicare, Inc. (Exact name of registrant as specified in its charter) Delaware 1-8269 31-1001351 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 East RiverCenter Boulevard 41011 Suite 1600 (Zip Code) Covington, Kentucky (Address of principal executive offices) Registrant's telephone number, including area code: (859) 392-3300 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. On August 15, 2002, Omnicare, Inc. ("Omnicare") entered into a settlement agreement that resolves all matters relating to the Neighborcare Litigation, described below, and will result in a dismissal with prejudice of the Neighborcare Litigation. Neighborcare Pharmacy Services, Inc. ("Neighborcare"), a subsidiary of Genesis Health Ventures, Inc., filed suit in the Circuit Court for Baltimore County, Maryland (Case No. 03-C-99-007379), against Omnicare and Heartland Health Services ("HHS"), a joint venture in which an Omnicare subsidiary is a partner (the "Neighborcare Litigation") and sought substantial damages and injunctive relief. The Neighborcare Litigation related to certain service agreements between Neighborcare and HCR/Manorcare on the one hand, and Omincare or HHS and HCR/Manorcare, on the other, under which pharmacy services are provided to nursing homes and other long-term care facilities operated by HCR/Manorcare. All parties to the settlement of the Neighborcare Litigation entered into mutual releases. The settlement did not involve any payments by Omnicare. The settlement has no adverse impact on Omnicare's results of operations or financial condition. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OMNICARE, INC. By: /s/ David W. Froesel, Jr. ---------------------------------- Name: David W. Froesel, Jr. Title: Senior Vice President and Chief Financial Officer Dated: August 19, 2002 2