<Page>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
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. 40
-------------------
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)
CHERYL D. HODGES
SENIOR VICE PRESIDENT AND SECRETARY
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
-------------------
CALCULATION OF FILING FEE
<Table>
Transaction Valuation* Amount of Filing Fee
$144,283,651 $13,274.10
</Table>
* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of (i) 18,523,502 shares of the class A common
stock, par value $0.01, of NCS Healthcare, Inc., a Delaware corporation (the
'Company'), representing all of the issued and outstanding shares of such class
as of July 28, 2002 (less 1,000 shares of such class owned by Omnicare, Inc.),
(ii) 5,193,307 shares of the class B common stock, par value $0.01, of the
Company, representing all of the issued and 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.
[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.
<Table>
Amount Previously Paid: $18,363.37 Filing party: Omnicare, Inc.
Form or Registration No.: SC TO Date Filed: August 8, 2002
</Table>
[ ] 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 [ ]
________________________________________________________________________________
<Page>
This Amendment No. 40 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 issued and 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., a Delaware corporation (the
"Company"), at a price of $5.50 per share, net to the seller in cash, without
interest and less required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 8, 2002 (the "Offer
to Purchase"), as amended and supplemented by the Supplement to the Offer to
Purchase, dated December 23, 2002 (the "Supplement"), and in the related revised
Letter of Transmittal (the "Letter of Transmittal" which, together with the
Offer to Purchase and the Supplement, as hereby or hereafter amended or
supplemented from time to time, constitute the "Offer"). Copies of the Offer to
Purchase, the Supplement and the related revised Letter of Transmittal are
attached as Exhibits (a)(1)(A), (a)(1)(HHH) and (a)(1)(III), respectively, to
the Schedule TO. Capitalized terms used and not defined herein shall have the
meanings assigned such terms in the Offer to Purchase, the Supplement and the
Schedule TO.
Item 11. Additional Information.
The discussion set forth under Section 18 ("Legal Proceedings") of the
Offer to Purchase and Section 11 ("Legal Proceedings") of the Supplement is
hereby amended and supplemented as follows:
On December 30, 2002, NCS HealthCare, Inc., Boake A. Sells and
Richard L. Osborne (collectively, the "NCS Defendants") filed a motion to
intervene as defendants (the "Motion to Intervene") in an action filed by the
Company stockholder-plaintiffs. In their action, which was filed with the Court
of Chancery of the State of Delaware (the "Chancery Court") on December 27,
2002, the stockholder-plaintiffs are seeking, among other things, to set aside
$13,500,000 of the amount otherwise payable to the Company's stockholders in the
Offer. On the same day, the stockholder-plaintiffs made a Motion for Temporary
Restraining Order (the "TRO") relating to their action.
The NCS Defendants argue that they are moving to intervene as
defendants in the stockholder-plaintiffs' action because, although Omnicare is
paying $5.50 per share of Company common stock in accordance with the terms of
the merger agreement between Omnicare and the Company (the "Merger Agreement"),
the relief sought by the stockholder-plaintiffs would result in the Company's
stockholders receiving less than $5.50 per share and (i) the Company, as a party
to the Merger Agreement, has an interest in enforcing the terms of the
agreement, which provides, among other things, that the Company's stockholders
shall receive $5.50 per share in cash in the Offer and the subsequent merger,
and (ii) Messrs. Sells and Osborne, as stockholders of the Company, have an
interest in ensuring that they receive $5.50 per share in the transaction with
Omnicare. In addition, the NCS Defendants argue that they are entitled to
intervene as of right because their interests are not being adequately
represented by any party to the stockholder-plaintiffs' action. The NCS
Defendants also filed an answer (the "Answer in Intervention") to the
allegations set forth in the complaint filed by the stockholder-plaintiffs. The
full text of the Motion to Intervene and the Answer in Intervention are filed as
Exhibit (a)(1)(QQQ) and Exhibit (a)(1)(RRR), respectively, hereto and are
incorporated herein by reference.
On the same day, counsel for the NCS Defendants submitted a letter (the
"Letter") to the Chancery Court opposing the TRO. The NCS Defendants, through
counsel, argue that the stockholder-plaintiffs have not met their heavy burden
of demonstrating, as required, a reasonable probability of success on the
merits, irreparable injury if the TRO is not granted and that the balancing of
hardships favors them. Specifically, the NCS Defendants argue, among other
things, (i) under the Merger Agreement, the Company's stockholders are entitled
to $5.50 per share in cash and that setting aside any amount from the
consideration to be paid to such stockholders for attorneys' fees, as the
stockholder-plaintiffs request, would deprive the Company's stockholders of the
consideration agreed upon in the Merger Agreement, (ii) the stockholder-
plaintiffs' request would require that Omnicare alter the Offer consideration
to be paid to the Company's stockholders, which is not permitted under the
Merger Agreement, (iii) in similar circumstances, it is typical for an acquiror
to pay the class counsel's fees, subject to the acquiror's right to challenge
the amount of such fees and the court's approval, and (iv) the stockholder-
plaintiffs' have failed to satisfy their burden of justifying the amount of
the Offer consideration which they seek to have withheld for the payment of
their counsel's fees, which, based on the number of hours that the stockholder-
plaintiffs' counsel claims to have spent on this matter, equals approximately
$4,500 per hour. The full text of the Letter is filed as Exhibit (a)(1)(SSS)
hereto and is incorporated herein by reference.
On January 2, 2003, Omnicare and Purchaser submitted a response (the
"Omnicare Response") to the stockholder-plaintiffs' action and the TRO, as well
as the Motion to Intervene and Letter submitted by the NCS Defendants, to the
Chancery Court. Although Omnicare and Purchaser take no position with respect to
the stockholder-plaintiffs' action and the TRO, they note that there is no
support in the documents submitted by the stockholder-plaintiffs for a fee award
in the extraordinary amount of $13,500,000. In addition, Omnicare and the
Purchaser agree that the NCS Defendants should be permitted to intervene in the
stockholder-plaintiffs' action, however, they oppose the NCS Defendants'
unsupported suggestion that Omnicare should be ordered to pay the
stockholder-plaintiffs' attorneys' fees.
In the Omnicare Response, Omnicare and the Purchaser point out,
among other things, and the stockholder-plaintiffs recognize, that the "common
fund doctrine," which is the basis for the stockholder-plaintiffs' request,
requires that the Company's stockholders, not Omnicare, compensate the
stockholder-plaintiffs' attorneys out of the common fund created by the
stockholder-plaintiffs' litigation. Although, as the NCS Defendants argue, in
certain circumstances successful acquirors have voluntarily paid the fees of
plaintiffs' counsel, even the cases cited by the NCS Defendants make clear that
the acquiror is in no way legally obligated to pay such fees. Here, as Omnicare
and Purchaser explain, it is the Company's stockholders who will receive a
substantial benefit as a result of the stockholder-plaintiffs' litigation, not
Omnicare.
As the NCS Defendants point out, Omnicare has agreed to pay $5.50
per share in cash to acquire all of the outstanding shares of the Company's
common stock. Regardless of whether the Chancery Court issues the order sought
by the stockholder-plaintiffs', Omnicare will still be paying $5.50 per share in
cash for each outstanding share of the Company's common stock, as required by
the Merger Agreement and described in the Supplement. If the Chancery Court
grants the relief sought by the stockholder-plaintiffs, Omnicare and the
Purchaser explain, it simply would mean that some portion of the consideration
being paid by Omnicare in the Offer will be available to satisfy the amount, if
any, that the Chancery Court determines the Company's stockholders are required
to pay their counsel. Neither the Merger Agreement nor the Supplement, which
provide that Omnicare shall pay $5.50 per share net to the seller in cash to
acquire all of the outstanding shares of the Company's common stock, (i) could
preclude the Chancery Court from ordering that a portion of the consideration
paid to the Company's stockholders be set aside to pay the stockholders'
attorneys' fees or (ii) shifts the obligation to pay the stockholders'
attorneys' fees to Omnicare, which would have the effect of increasing the
consideration being paid by Omnicare to the Company's stockholders beyond what
Omnicare already has agreed to pay.
The full text of the Omnicare Response is filed as Exhibit
(a)(1)(TTT) hereto and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(1)(QQQ) The NCS Defendants' Motion to Intervene filed in
the Court of Chancery of the State of Delaware on December 30, 2002.
Exhibit (a)(1)(RRR) The NCS Defendants' Answer in Intervention filed in
the Court of Chancery of the State of Delaware on December 30, 2002.
Exhibit (a)(1)(SSS) The NCS Defendants' Letter to the Court of Chancery
of the State of Delaware, dated December 30, 2002.
Exhibit (a)(1)(TTT) Omnicare's Response to the Court of Chancery of the
State of Delaware, dated January 2, 2003.
<Page>
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: January 2, 2003
OMNICARE, INC.
By: /s/ DAVID W. FROESEL, JR.
-------------------------------
Name: David W. Froesel, Jr.
Title: Senior Vice President
and Chief Financial Officer
NCS ACQUISITION CORP.
By: /s/ DAVID W. FROESEL, JR.
-------------------------------
Name: David W. Froesel, Jr.
Title: Vice President and Chief
Financial Officer
<Page>
EXHIBIT INDEX
<Table>
(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.*
(a)(1)(L) Press Release issued by Omnicare, Inc. on August 20, 2002.*
(a)(1)(M) First Amended Complaint filed in the United States District Court for the
Northern District of Ohio on August 21, 2002.*
(a)(1)(N) Press Release issued by Omnicare, Inc. on August 26, 2002.*
(a)(1)(O) Press Release issued by Omnicare, Inc. on September 6, 2002.*
(a)(1)(P) Selected material from a presentation of Omnicare, Inc. at the Bear Stearns
15th Annual Healthcare Conference on September 17, 2002 at The Waldorf
Astoria, New York, New York.*
(a)(1)(Q) Press Release issued by Omnicare, Inc. on September 20, 2002.*
(a)(1)(R) Motion for Summary Judgment as to Count I of the First Amended Complaint
filed in the Chancery Court, New Castle County, Delaware on September 30,
2002.*
(a)(1)(S) Motion to Dismiss the First Amended Complaint filed in the United States
District Court for the Northern District of Ohio on September 13, 2002.*
(a)(1)(T) Opposition to Omnicare's Motion to Dismiss and Motion for Preliminary
Injunction filed in the United States District Court for the Northern
District of Ohio on September 30, 2002.*
(a)(1)(U) Press Release issued by Omnicare, Inc. on October 4, 2002.*
(a)(1)(V) Defendant's Motion to Dismiss the Second Amended Complaint filed in the
Chancery Court, New Castle County, Delaware on October 3, 2002.*
(a)(1)(W) Omnicare's Reply Memorandum of Law in Further Support of the Motion to
Dismiss the First Amended Complaint filed in the United States District
Court for the Northern District of Ohio on October 15, 2002.*
(a)(1)(X) Second Amended Complaint filed in the Chancery Court, New Castle County,
Delaware on October 16, 2002.*
</Table>
<Page>
<Table>
(a)(1)(Y) Plaintiff's Memorandum of Law in Opposition to the NCS
Defendants' Motion to Dismiss Omnicare's Second Amended
Complaint filed in the Chancery Court, New Castle County,
Delaware on October 17, 2002.*
(a)(1)(Z) Omnicare's Memorandum of Law in Opposition to Plaintiff's
Motion for Preliminary Injunction filed in the United States
District Court for the Northern District of Ohio on October
17, 2002.*
(a)(1)(AA) The NCS Defendants' Memorandum of Law in Opposition to
Omnicare's and the Class Plaintiffs' Motion for Summary
Judgment filed in the Chancery Court, New Castle County,
Delaware on October 17, 2002.*
(a)(1)(BB) Defendant Jon H. Outcalt's Brief in Opposition to Omnicare's
Motion for Summary Judgment on Count I of the First Amended
Complaint filed in the Chancery Court, New Castle County,
Delaware on October 17, 2002.*
(a)(1)(CC) Defendant Kevin B. Shaw's Memorandum of Law in Opposition to
Omnicare's Motion for Summary Judgment on Count I of the
Second Amended Complaint filed in the Chancery Court, New
Castle County, Delaware on October 17, 2002.*
(a)(1)(DD) Brief of Defendants Genesis Health Ventures, Inc. and Geneva
Sub, Inc. in Opposition to Omnicare's and the Class
Plaintiffs' Motions for Summary Judgment on Count I of their
Complaints filed in the Chancery Court, New Castle County,
Delaware on October 17, 2002.*
(a)(1)(EE) Press Release issued by Omnicare, Inc. on October 22, 2002.*
(a)(1)(FF) Reply Memorandum of Law in Further Support of Omnicare's
Motion for Summary Judgment as to Count I of the Second
Amended Complaint filed in the Chancery Court, New Castle
County, Delaware on October 22, 2002.*
(a)(1)(GG) The NCS Defendants' Reply Memorandum of Law in Support of
Their Motion to Dismiss Omnicare's Second Amended Complaint
filed in the Chancery Court, New Castle County, Delaware on
October 22, 2002.*
(a)(1)(HH) Reply Brief of Defendants Genesis Health Ventures, Inc. and
Geneva Sub, Inc. in Support of Their Motion to Dismiss the
Second Amended Complaint filed in the Chancery Court, New
Castle County, Delaware on October 22, 2002.*
(a)(1)(II) Omnicare, Inc. v. NCS HealthCare, Inc., et al., C.A. No.
19800 (Del. Ch. October 25, 2002).*
(a)(1)(JJ) Press Release issued by Omnicare, Inc. on October 28, 2002.*
(a)(1)(KK) Omnicare, Inc. v. NCS HealthCare, Inc., et al., C.A. No.
19800 (Del. Ch. October 29, 2002).*
(a)(1)(LL) Press Release issued by Omnicare, Inc. on October 30, 2002.*
(a)(1)(MM) Excerpts from the Transcript of Omnicare's Third Quarter
2002 Conference Call, dated October 31, 2002.*
(a)(1)(NN) Press Release issued by Omnicare, Inc. on November 5, 2002.*
(a)(1)(OO) Selected material from a presentation of Omnicare, Inc. at
the CIBC World Markets 13th Annual Health Care Conference on
November 5, 2002 at The Plaza Hotel, New York, New York.*
(a)(1)(PP) Press Release issued by Omnicare, Inc. on November 19,
2002.*
(a)(1)(QQ) Brief filed by Omnicare, Inc. in the Supreme Court of the
State of Delaware on November 14, 2002.*
(a)(1)(RR) In Re NCS HealthCare, Inc., Shareholders Litigation,
Consolidated C.A. No. 19786 (Del. Ch. November 22, 2002).*
</Table>
<Page>
<Table>
(a)(1)(SS) Press Release issued by Omnicare, Inc. on November 25,
2002.*
(a)(1)(TT) Answering Brief filed by Appellees NCS HealthCare, Inc.,
Boake A. Sells and Richard L. Osborne in the Supreme Court
of the State of Delaware on November 22, 2002.*
(a)(1)(UU) Answering Brief filed by Appellees Jon H. Outcalt and Kevin
B. Shaw in the Supreme Court of the State of Delaware on
November 22, 2002.*
(a)(1)(VV) Answering Brief filed by Appellees Genesis Health Ventures,
Inc. and Geneva Sub, Inc. in the Supreme Court of the State
of Delaware on November 22, 2002.*
(a)(1)(WW) Press Release issued by Omnicare, Inc. on December 4, 2002.*
(a)(1)(XX) Order of the Supreme Court of the State of Delaware, issued
on December 3, 2002.*
(a)(1)(YY) Order of the Supreme Court of the State of Delaware, issued
on December 4, 2002.*
(a)(1)(ZZ) Press Release issued by Omnicare, Inc. on December 5, 2002.*
(a)(1)(AAA) Order of the Supreme Court of the State of Delaware, issued
on December 10, 2002.*
(a)(1)(BBB) Press Release issued by Omnicare, Inc. on December 11,
2002.*
(a)(1)(CCC) Omnicare, Inc. v. NCS HealthCare, Inc., et al., C.A. No.
19786 (Del. Ch. December 11, 2002).*
(a)(1)(DDD) Press Release issued by Omnicare, Inc. on December 12,
2002.*
(a)(1)(EEE) Rules and Procedures for Submission of Proposals for NCS
HealthCare, Inc., dated December 13, 2002.*
(a)(1)(FFF) Press Release issued by Omnicare, Inc. on December 16,
2002.*
(a)(1)(GGG) Press Release issued by Omnicare, Inc. on December 18,
2002.*
(a)(1)(HHH) Supplement to the Offer to Purchase dated December 23, 2002.*
(a)(1)(III) Revised Letter of Transmittal.*
(a)(1)(JJJ) Revised Notice of Guaranteed Delivery.*
(a)(1)(KKK) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(LLL) Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(MMM) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(NNN) Press Release issued by Omnicare, Inc. on December 23, 2002.*
(a)(1)(OOO) Complaint filed by the stockholder-plaintiffs in the Court of
Chancery of the State of Delaware on December 27, 2002.*
(a)(1)(PPP) Motion for Temporary Restraining Order, together with (i)
Plaintiffs' Memorandum of Law in Support of Motion for Temporary
Restraining Order and (ii) the Affidavit of Joseph A. Rosenthal
in Support of Application for a Temporary Restraining Order,
filed by the stockholder-plaintiffs in the Court of Chancery of
the State of Delaware on December 27, 2002.*
(a)(1)(QQQ) The NCS Defendants' Motion to Intervene filed in the Court of
Chancery of the State of Delaware on December 30, 2002.
(a)(1)(RRR) The NCS Defendants' Answer in Intervention filed in the Court
of Chancery of the State of Delaware on December 30, 2002.
(a)(1)(SSS) The NCS Defendants' Letter to the Court of Chancery of the
State of Delaware, dated December 30, 2002.
(a)(1)(TTT) Omnicare's Response to the Court of Chancery of the
State of Delaware, dated January 2, 2003.
(a)(5)(A) Form of Agreement and Plan of Merger proposed by Omnicare,
Inc.*
(a)(5)(B) Agreement and Plan of Merger executed by Omnicare, Inc.*
(a)(5)(C) Agreement and Plan of Merger executed and delivered by
Omnicare, Inc. on December 12, 2002.*
(a)(5)(D) Termination and Settlement Agreement, dated December 15,
2002, between Omnicare, Inc., Genesis Health Ventures, Inc.
and Geneva Sub, Inc.*
</Table>
<Page>
<Table>
(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.*
(d)(2) Agreement and Plan of Merger, dated December 17, 2002,
between Omnicare, Inc., NCS Acquisition Corp. and NCS
HealthCare, Inc.*
(e) None.
(f) None.
(g) None.
(h) None.
</Table>
- ---------
* Previously filed.
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as....................................'SS'
The paragraph symbol shall be expressed as...................................[p]