<Page>
Exhibit (a)(1)(YYY)
Second Supplement to the
Offer to Purchase for Cash
All Outstanding Shares of
Class A Common Stock and Class B Common Stock
of
NCS HEALTHCARE, INC.
at
$5.50 NET PER SHARE
by
NCS ACQUISITION CORP.,
a wholly-owned subsidiary of
OMNICARE, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JANUARY 14, 2003,
UNLESS THE OFFER IS EXTENDED.
PURSUANT TO AN ORDER OF THE CHANCERY COURT (AS DEFINED HEREIN), DATED
JANUARY 6, 2003, AND A LETTER AGREEMENT, DATED JANUARY 5, 2003, AMONG OMNICARE,
INC. ('OMNICARE'), NCS ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF OMNICARE
('PURCHASER'), AND NCS HEALTHCARE, INC. (THE 'COMPANY'), UPON ACCEPTANCE BY
PURCHASER OF SHARES (AS DEFINED HEREIN) TENDERED IN THE OFFER (AS DEFINED
HEREIN), BASED ON THE NUMBER OF FULLY DILUTED SHARES OUTSTANDING ON JANUARY 7,
2003, YOU WILL RECEIVE $5.149 PER SHARE IN CASH, WITHOUT INTEREST AND LESS
REQUIRED WITHHOLDING TAXES, AND OMNICARE AND PURCHASER WILL DEPOSIT THE
REMAINING $0.351 OF THE OFFER PRICE (AS DEFINED HEREIN) IN CASH PER SHARE INTO
THE ESCROW ACCOUNT (AS DEFINED HEREIN) PENDING THE FEE APPLICATION ORDER (AS
DEFINED HEREIN). ANY AMOUNT REMAINING IN THE ESCROW ACCOUNT INCLUDING ANY
INTEREST FOLLOWING PAYMENT OF THE STOCKHOLDER-PLAINTIFFS' ATTORNEYS' FEES AND
EXPENSES IN ACCORDANCE WITH THE FEE APPLICATION ORDER WILL BE DISTRIBUTED TO THE
HOLDERS OF SHARES, INCLUDING OPTIONS (AS DEFINED HEREIN), AND OMNICARE, AS
DESCRIBED IN THIS SECOND SUPPLEMENT. BECAUSE THE AMOUNT OF ANY ATTORNEY FEE
AWARD CANNOT BE DETERMINED AT THIS TIME, HOLDERS OF SHARES ULTIMATELY MAY
RECEIVE ALL, A PORTION OR NONE OF THE $0.351 PER SHARE REQUIRED TO BE DEPOSITED
IN THE ESCROW ACCOUNT. SEE SECTION 1 ('AMENDED TERMS OF THE OFFER; EXPIRATION
DATE') OF THIS SECOND SUPPLEMENT.
THE OFFER IS CONDITIONED UPON SATISFACTION OF THE CONDITIONS DESCRIBED IN
SECTION 9 ('CONDITIONS TO THE OFFER') OF THE FIRST SUPPLEMENT (AS DEFINED
HEREIN). THE OFFER IS NOT CONDITIONED ON OBTAINING FINANCING.
---------------------
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
January 8, 2003
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IMPORTANT
If you wish to tender all or any part of your shares of class A common
stock, par value $0.01 per share, or class B common stock, par value $0.01 per
share, of NCS HealthCare, Inc. (collectively, the 'Shares') prior to the
expiration date of the Offer, you should either (1) complete and sign the
revised (green) Letter of Transmittal (or a facsimile thereof) in accordance
with the instructions in the revised Letter of Transmittal included with this
Second Supplement (as defined herein), have your signature thereon guaranteed if
required by Instruction 1 of the revised Letter of Transmittal, mail or deliver
the revised Letter of Transmittal (or such facsimile thereof) and any other
required documents to the depositary for the Offer and either deliver the
certificates for such Shares to the depositary for the Offer along with the
revised Letter of Transmittal (or a facsimile thereof) or deliver such Shares
pursuant to the procedures for book-entry transfers set forth in Section 4
('Procedure for Tendering Shares') of the Offer to Purchase (as defined herein)
or (2) request your broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for you. If you have Shares registered in the
name of a broker, dealer, commercial bank, trust company or other nominee, you
must contact such broker, dealer, commercial bank, trust company or other
nominee if you desire to tender your Shares.
If you desire to tender your Shares and your certificates for such Shares
are not immediately available, or you cannot comply with the procedures for
book-entry transfers described in the Offer to Purchase on a timely basis, you
may tender such Shares by following the procedures for guaranteed delivery set
forth in Section 4 ('Procedure for Tendering Shares') of the Offer to Purchase.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN CONSTITUTE
VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE
ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE OFFER
PRICE, UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER, IF SHARES ARE
ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS
MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS
UTILIZED.
QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO INNISFREE M&A
INCORPORATED, THE INFORMATION AGENT, OR MERRILL LYNCH & CO., THE DEALER MANAGER,
AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER
OF THIS SECOND SUPPLEMENT. YOU CAN ALSO OBTAIN ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THE FIRST SUPPLEMENT, THIS SECOND SUPPLEMENT, THE REVISED LETTER OF
TRANSMITTAL AND THE REVISED NOTICE OF GUARANTEED DELIVERY FROM THE INFORMATION
AGENT OR YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE.
THE OFFER TO PURCHASE, THE FIRST SUPPLEMENT, THIS SECOND SUPPLEMENT AND THE
RELATED REVISED (GREEN) LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND
YOU SHOULD CAREFULLY READ THEM IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH
RESPECT TO THE OFFER.
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
INTRODUCTION................................................ 1
THE OFFER................................................... 4
1. Amended Terms of the Offer; Expiration Date.......... 4
2. Procedure for Tendering Shares....................... 5
3. Certain U.S. Federal Income Tax Consequences......... 6
4. Price Range of Class A Common Stock; Dividends....... 6
5. Background of the Offer.............................. 7
6. Legal Proceedings.................................... 8
7. Miscellaneous........................................ 9
</Table>
<Page>
TO: THE HOLDERS OF CLASS A COMMON STOCK AND
CLASS B COMMON STOCK OF NCS HEALTHCARE, INC.
INTRODUCTION
The following information (the 'Second Supplement') amends and supplements
the Offer to Purchase, dated August 8, 2002 (the 'Offer to Purchase'), of NCS
Acquisition Corp., a Delaware corporation (the 'Purchaser') and a wholly-owned
subsidiary of Omnicare, Inc., a Delaware corporation ('Omnicare'), as amended
and supplemented by the Supplement to the Offer to Purchase, dated December 23,
2002 (the 'First Supplement'), pursuant to which Purchaser is offering to
purchase all of the issued and outstanding shares of class A common stock, par
value $0.01 per share ('Class A Common Stock'), and all of the issued and
outstanding shares of class B common stock, par value $0.01 per share ('Class B
Common Stock' and, together with Class A Common Stock, the 'Shares'), of NCS
HealthCare, Inc., a Delaware corporation (the 'Company'), at a price of $5.50
per Share (the 'Offer Price'), 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, the First Supplement, this Second Supplement
and the related revised (green) Letter of Transmittal (which together, as
amended, supplemented or otherwise modified from time to time, constitute the
'Offer').
PURSUANT TO AN ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (THE
'CHANCERY COURT'), DATED JANUARY 6, 2003 (THE 'ORDER'), AND A LETTER AGREEMENT
(THE 'LETTER AGREEMENT'), DATED JANUARY 5, 2003, AMONG OMNICARE, PURCHASER AND
THE COMPANY, THE OFFER PRICE SHALL BE DISTRIBUTED BY OMNICARE AND PURCHASER AS
FOLLOWS: (I) HOLDERS OF SHARES WILL RECEIVE $5.149 PER SHARE IN CASH IN THE
OFFER AND THE PROPOSED MERGER (AS DEFINED IN THE OFFER TO PURCHASE), AS
APPLICABLE, AND (II) OMNICARE SHALL DEPOSIT $0.351 IN CASH FOR EACH SHARE TO BE
ACQUIRED BY OMNICARE AND PURCHASER IN THE OFFER AND THE PROPOSED MERGER IN THE
ESCROW ACCOUNT (AS DEFINED HEREIN).
On January 2, 2003, the Chancery Court entered an order (i) temporarily
restraining and enjoining Omnicare and Purchaser from paying $13,500,000 (the
'Escrow Amount') of the aggregate amount payable by Omnicare and Purchaser
pursuant to the Agreement and Plan of Merger, dated as of December 17, 2002, by
and among the Company, Omnicare and Purchaser (the 'Merger Agreement'), to
holders of Shares, (ii) providing that the Escrow Amount shall be withheld by
proration among all Shares acquired by Omnicare and Purchaser in the Offer and
the Proposed Merger and (iii) requiring that Omnicare and Purchaser deposit the
Escrow Amount in an interest-bearing escrow account (the 'Escrow Account')
within three (3) business days following the closing of the Offer, pending
further order of the Chancery Court or appeal therefrom (the 'Fee Application
Order') with respect to an application of certain stockholders of the Company
(the 'Stockholder-Plaintiffs') for attorneys' fees and expenses in connection
with their action against the Company and its directors entitled 'In re NCS
HealthCare Shareholders Litigation' (C.A. No. 19786). This order would have
required Omnicare and Purchaser to withhold approximately $0.53 of the Offer
Price for each Share to be purchased by Omnicare and Purchaser in the Offer and
the Proposed Merger and to deposit such amount in the Escrow Account. As a
result, holders of Shares would have received approximately $4.97 per Share in
cash in the Offer and the Proposed Merger (subject to the subsequent
distribution of any excess Escrow Amount, plus any interest on the Escrow
Amount, following payment of the Stockholder-Plaintiffs' attorneys' fees and
expenses, in accordance with the Fee Application Order, and expenses relating to
the establishment of the Escrow Account as described below).
On January 5, 2003, Omnicare, Purchaser and the Company entered into the
Letter Agreement pursuant to which Omnicare has agreed to contribute $4,500,000
of the Escrow Amount. The parties further agreed that the balance of the Escrow
Amount, $9,000,000, would be withheld on a pro rata basis among the Shares
(including 'in-the-money' options to acquire Shares ('Options')) to be acquired
by Omnicare and Purchaser in the Offer and the Proposed Merger and deposited
into the Escrow Account. On January 6, 2003, the Chancery Court entered the
Order, which is consistent with the provisions of the Letter Agreement. As a
result of Omnicare's contribution, only $0.351 of the Offer Price will be
withheld in accordance with the Order with respect to each Share to be acquired
by Omnicare and Purchaser in the Offer and the Proposed Merger. In addition,
Omnicare has agreed that the first $2,500,000 of the amount awarded to the
Stockholder-Plaintiffs' attorneys from the Escrow Account will be paid from the
amount contributed to the Escrow Account by Omnicare. An award in excess of
$2,500,000 will be funded out of the balance of the Escrow Account as follows:
(i) 81.82% of
<Page>
such excess will be paid from the aggregate amount ($9,000,000) withheld from
the holders of Shares (including Options) and (ii) 18.18% of such excess amount
will be paid from the remaining $2,000,000 contributed by Omnicare. To the
extent that any portion of the Escrow Amount, plus any interest on the Escrow
Amount, remains in the Escrow Account after payment of the
Stockholder-Plaintiffs' attorneys' fees and expenses and expenses relating to
the establishment of the Escrow Account, such remaining amount shall be
distributed to holders of Shares (including Options) and Omnicare as follows:
(i) any amount in excess of $11,000,000 shall be distributed to Omnicare and
(ii) (1) 81.82% of the remaining amount shall be distributed to the holders of
Shares (including Options) on a pro rata basis and (2) 18.18% of the remaining
amount shall be distributed to Omnicare. See Section 1 ('Amended Terms of the
Offer; Expiration Date') of this Second Supplement.
THE BOARD OF DIRECTORS OF THE COMPANY, BY UNANIMOUS VOTE, (1) HAS APPROVED
THE MERGER AGREEMENT, THE OFFER AND THE PROPOSED MERGER, (2) HAS DETERMINED THAT
THE TERMS OF THE OFFER AND THE PROPOSED MERGER ARE ADVISABLE, FAIR TO, AND IN
THE BEST INTERESTS OF, THE COMPANY AND THE COMPANY STOCKHOLDERS AND
(3) RECOMMENDS THAT THE COMPANY STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES TO PURCHASER PURSUANT TO THE OFFER. IN ADDITION, THE BOARD OF DIRECTORS
OF THE COMPANY, BY UNANIMOUS VOTE OF THOSE PRESENT, HAS ALSO APPROVED THE LETTER
AGREEMENT.
This Second Supplement should be read in conjunction with the Offer to
Purchase and the First Supplement. Except as otherwise set forth in this Second
Supplement and the revised (green) Letter of Transmittal, the terms and
conditions previously set forth in the Offer to Purchase, the First Supplement
and the related (blue) or (yellow) Letters of Transmittal remain applicable in
all respects to the Offer. Unless the context requires otherwise, all
capitalized terms used but not defined in this Second Supplement have the
meanings ascribed to them in the Offer to Purchase or the First Supplement.
Procedures for tendering Shares are set forth in Section 4 ('Procedure for
Tendering Shares') of the Offer to Purchase as amended by Section 3 ('Procedure
for Tendering Shares') of the First Supplement and Section 2 ('Procedure for
Tendering Shares') of this Second Supplement. Tendering stockholders may
continue to use the original (blue) Letter of Transmittal and the original
(pink) Notice of Guaranteed Delivery previously circulated with the Offer to
Purchase, the revised (yellow) Letter of Transmittal and the revised (grey)
Notice of Guaranteed Delivery previously circulated with the First Supplement or
the revised (green) Letter of Transmittal and the revised (yellow) Notice of
Guaranteed Delivery circulated with this Second Supplement. Although the
original (blue) Letter of Transmittal previously circulated with the Offer to
Purchase and the revised (yellow) Letter of Transmittal previously circulated
with the First Supplement do not refer to this Second Supplement, stockholders
using such document to tender their Shares will nevertheless be deemed to be
tendering pursuant to the Offer as amended and supplemented by this Second
Supplement.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN CONSTITUTE
VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE
ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE OFFER
PRICE, UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER, IF SHARES ARE
ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS
MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS
UTILIZED.
According to the Company, as of January 7, 2003, 18,712,812 shares of Class
A Common Stock and 5,038,996 shares of Class B Common Stock were issued and
outstanding and 2,339,858 shares of Class A Common Stock and 94,858 shares of
Class B Common Stock were subject to stock option grants, of which 1,877,584
stock options were 'in-the-money.' As of the date of this Second Supplement,
Omnicare beneficially owned 1,000 shares of Class A Common Stock.
ACCORDING TO THE COMPANY, THE COMPANY HAS BEEN ADVISED BY EACH OF ITS
DIRECTORS AND EXECUTIVE OFFICERS THAT EACH SUCH PERSON INTENDS TO TENDER ALL
SHARES OWNED BY SUCH PERSON IN THE OFFER. WE ALSO HAVE BEEN ADVISED BY THE
COMPANY THAT, AS A GROUP, ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY OWN APPROXIMATELY 1,208,737 SHARES OF CLASS A COMMON STOCK AND 4,810,806
SHARES OF CLASS B COMMON STOCK.
2
<Page>
This Offer does not constitute a solicitation of proxies for any meeting of
stockholders of the Company or a solicitation of agent designations to call a
special meeting of stockholders of the Company. Any solicitation of proxies
which Purchaser or Omnicare might make will be made only pursuant to separate
proxy or consent solicitation materials complying with the requirements of
Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the 'Exchange Act').
THE OFFER TO PURCHASE, THE FIRST SUPPLEMENT, THIS SECOND SUPPLEMENT AND THE
RELATED REVISED (GREEN) LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND
YOU SHOULD CAREFULLY READ THEM IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH
RESPECT TO THE OFFER.
3
<Page>
THE OFFER
1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE.
The discussions set forth in Section 1 ('Terms of the Offer; Expiration
Date') of the Offer to Purchase and Section 1 ('Amended Terms of the Offer;
Expiration Date') of the First Supplement are hereby amended and supplemented as
follows:
Pursuant to the Merger Agreement, Omnicare and Purchaser have agreed to
purchase all outstanding Shares at a price of $5.50 per Share, which is referred
to herein as the Offer Price, net to the seller in cash, without interest
thereon and less required withholding taxes, upon the terms and subject to the
conditions of the Offer. All stockholders whose Shares are validly tendered and
not properly withdrawn and accepted for payment pursuant to the Offer (including
Shares tendered and not properly withdrawn prior to the date of this Second
Supplement) will receive the Offer Price.
As of January 7, 2003, there were 25,628,392 Shares outstanding on a fully
diluted basis (including Options and excluding Shares owned by Omnicare and its
affiliates). Based on such number of outstanding Shares (including Options) and
pursuant to the Order and the Letter Agreement, the Offer Price will be
distributed by Omnicare and Purchaser as follows: (i) holders of Shares will
receive $5.149 per Share, net to the seller in cash, without interest thereon
and less required withholding taxes, in the Offer and the Proposed Merger and
(ii) to fund the Company stockholders' obligation to pay the
Stockholder-Plaintiffs' attorney's fees and expenses, Omnicare and Purchaser are
required to withhold from the Offer Price, and deposit into the Escrow Account,
$0.351 in cash for each Share to be acquired by Omnicare and Purchaser in the
Offer and the Proposed Merger.
If any of the Escrow Amount, plus any interest on the Escrow Amount, remains
in the Escrow Account after payment of (i) the Stockholder-Plaintiffs'
attorneys' fees and expenses in accordance with the Fee Application Order and
(ii) any expenses incurred in connection with the establishment of the Escrow
Account, such excess amount shall be distributed to holders of Shares (including
Options) and Omnicare as follows: (i) any amount in excess of $11,000,000 shall
be distributed to Omnicare; and (ii) after distribution to Omnicare in
accordance with clause (i), if applicable, (1) 81.82% of any remaining amount
shall be distributed pro rata among all Shares (including Options) acquired by
Omnicare and Purchaser in the Offer and the Proposed Merger and (2) 18.18% of
any remaining amount shall be distributed to Omnicare. The right to receive a
portion of the remaining Escrow Amount, if any, as described in this paragraph,
is not transferable and will not be certificated.
By way of example, the following table sets forth the amount that would be
distributed to holders of Shares (including Options) out of the Escrow Account
in the event that all, some or none of the Escrow Amount remains in the Escrow
Account after payment of the Stockholder-Plaintiffs' attorneys' fees in
accordance with the Fee Application Order:
<Table>
<Caption>
AMOUNT OF THE AWARD FOR AMOUNT PER SHARE (INCLUDING OPTIONS)
ATTORNEYS' FEES AND TO BE DISTRIBUTED OUT OF THE EXCESS ESCROW
EXPENSES AMOUNT (NOT INCLUDING INTEREST AND EXPENSES)
- ---------------------------- --------------------------------------------
$ 0 $0.351
$ 500,000 $0.351
$ 1,000,000 $0.351
$ 1,500,000 $0.351
$ 2,000,000 $0.351
$ 2,500,000 $0.351
$ 3,000,000 $0.335
$ 3,500,000 $0.319
$ 4,000,000 $0.303
$ 4,500,000 $0.287
$ 5,000,000 $0.271
$ 5,500,000 $0.255
</Table>
(table continued on next page)
4
<Page>
(table continued from previous page)
<Table>
<Caption>
AMOUNT OF THE AWARD FOR AMOUNT PER SHARE (INCLUDING OPTIONS)
ATTORNEYS' FEES AND TO BE DISTRIBUTED OUT OF THE EXCESS ESCROW
EXPENSES AMOUNT (NOT INCLUDING INTEREST AND EXPENSES)
- ---------------------------- --------------------------------------------
$ 6,000,000 $0.239
$ 6,500,000 $0.223
$ 7,000,000 $0.208
$ 7,500,000 $0.192
$ 8,000,000 $0.176
$ 8,500,000 $0.160
$ 9,000,000 $0.144
$ 9,500,000 $0.128
$10,000,000 $0.112
$10,500,000 $0.096
$11,000,000 $0.080
$11,500,000 $0.064
$12,000,000 $0.048
$12,500,000 $0.032
$13,000,000 $0.016
$13,500,000 $0.000
</Table>
The foregoing table is set forth for illustration only. The exact amount of
(i) any award to the Stockholder-Plaintiffs' attorneys, (ii) any fees and
expenses incurred in connection with the establishment of the Escrow Account and
(iii) any accrued interest on the Escrow Amount are not currently known and,
therefore, the estimated per Share distributions set forth above may vary as a
function of those factors.
The Offer has been extended and the Offer will now expire at 12:00 Midnight,
New York City time, on Tuesday, January 14, 2003, unless and until Purchaser
shall have further extended the period during which the Offer is open.
'Expiration Date' means 12:00 Midnight, New York City time, on Tuesday,
January 14, 2003, unless we further extend the period of time for which the
Offer is open, in which event 'Expiration Date' means the latest time and date
on which the Offer, as so extended, shall expire.
As of the close of business on January 7, 2003, approximately 16,463,104
shares of Class A Common Stock and 303,767 shares of Class B Common Stock had
been tendered and not properly withdrawn pursuant to the Offer. See Section 8
('The Merger Agreement') of the First Supplement for a description of the
provisions of the Merger Agreement regarding extensions of the Offer by the
Purchaser.
Under Exchange Act Rule 14d-11 and the terms of the Merger Agreement,
Purchaser may, subject to certain conditions, provide a subsequent offering
period of from three to 20 business days in length following the expiration of
the Offer on the Expiration Date. A subsequent offering period would be an
additional period of time, following the expiration of the Offer and the
purchase of Shares in the Offer, during which stockholders may tender Shares not
tendered in the Offer. A subsequent offering period, if one is included, is not
an extension of the Offer, which already will have been completed.
2. PROCEDURE FOR TENDERING SHARES.
The discussions set forth in Section 4 ('Procedures for Tendering Shares')
of the Offer to Purchase and Section 3 ('Procedures for Tendering Shares') of
the First Supplement are hereby amended and supplemented as follows:
Tendering stockholders may continue to use the original (blue) Letter of
Transmittal and the original (pink) Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase, the revised (yellow) Letter of
Transmittal and the revised (grey) Notice of Guaranteed Delivery previously
circulated with the First Supplement or the revised (green) Letter of
Transmittal and the revised
5
<Page>
(yellow) Notice of Guaranteed Delivery circulated with this Second Supplement.
Although the original (blue) Letter of Transmittal previously circulated with
the Offer to Purchase and the revised (yellow) Letter of Transmittal previously
circulated with the First Supplement do not refer to this Second Supplement,
stockholders using such document to tender their Shares will nevertheless be
deemed to be tendering pursuant to the Offer as amended and supplemented by this
Second Supplement. Procedures for tendering Shares are set forth in Section 4
('Procedures for Tendering Shares') of the Offer to Purchase.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN CONSTITUTE
VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE
ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE OFFER
PRICE, UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER, IF SHARES ARE
ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS
MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS
UTILIZED.
3. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.
The discussion set forth in Section 6 ('Certain U.S. Federal Income Tax
Consequences') of the Offer to Purchase is hereby amended and supplemented by
the following paragraph, which should be deemed the final paragraph of
Section 6:
For U.S. federal income tax purposes, Omnicare intends to treat (i) the
portion of the Escrow Account ($0.351 per Share) withheld by proration among the
Shares as being consideration paid to the Company stockholders for their Shares
at the time that the funds withheld by proration among the Shares are deposited
in the Escrow Account, (ii) an allocable portion of any net earnings on the
Escrow Amount as income to the Company stockholders and (iii) any payment to the
Stockholder-Plaintiffs' attorneys out of the portion of the Escrow Amount
withheld by proration among the Shares as a payment by the Company stockholders
to the Stockholder-Plaintiffs' attorneys (which payment should be treated by
Company stockholders as a transaction cost that, depending on the circumstances,
may reduce the amount of gain, or increase the amount of loss, recognized by
them). Conversely, for U.S. federal income tax purposes, Omnicare intends to
treat the portion of the Escrow Amount contributed by Omnicare and any net
earnings allocable to Omnicare as not giving rise to any additional
consideration or income to the Company stockholders, regardless of whether such
portion of the Escrow Amount or any such earnings are ultimately returned to
Omnicare or paid to the Stockholder-Plaintiffs' attorneys. Other U.S. federal
income tax treatments are possible, however, and stockholders are urged to
consult their tax advisors regarding the U.S. federal income and other tax
consequences to them of the treatment of the Escrow Account that Omnicare
intends to adopt as well as of other possible treatments.
4. PRICE RANGE OF CLASS A COMMON STOCK; DIVIDENDS.
The discussions set forth in Section 7 ('Price Range of Class A Common
Stock; Dividends') of the Offer to Purchase and Section 4 ('Price Range of Class
A Common Stock; Dividends') of the First Supplement are hereby amended and
supplemented as follows:
The high and low intra-day sales prices per share of the Class A Common
Stock on the Over-The-Counter Bulletin Board based on published financial
sources for the second fiscal quarter of 2003 were $5.43 and $1.68,
respectively, and for the third fiscal quarter of 2003 were $5.40 and $5.06,
respectively (through January 7, 2003). On January 7, 2003, the last full
trading day prior to Omnicare and Purchaser supplementing the Offer as set forth
in this Second Supplement, the reported closing price per share of Class A
Common Stock was $5.22. The Company has not declared or paid any dividends on
its stock for the periods represented above.
WE URGE YOU TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES OF CLASS A
COMMON STOCK.
6
<Page>
5. BACKGROUND OF THE OFFER.
The discussions set forth under Section 11 ('Background of the Offer') of
the Offer to Purchase and Section 6 ('Background of the Offer') of the First
Supplement are hereby amended and supplemented as follows:
On January 2, 2003, the Chancery Court entered an order temporarily
restraining and enjoining Omnicare and Purchaser from paying $13,500,000 to
stockholders of the Company in the Offer and the Proposed Merger and ordering
Omnicare and Purchaser to deposit this amount, referred to herein as the Escrow
Amount, in the Escrow Account pending the Fee Application Order. The Chancery
Court further ordered that the entire Escrow Amount be withheld by proration
among all Shares acquired by Omnicare and Purchaser in the Offer and the
Proposed Merger. This order would have required Omnicare and Purchaser to
withhold approximately $0.53 of the Offer Price for each Share to be purchased
by Omnicare and Purchaser in the Offer and the Proposed Merger and to deposit
such amount in the Escrow Account. As a result, holders of Shares would have
received approximately $4.97 per Share in cash in the Offer and the Proposed
Merger (subject to the distribution of any excess Escrow Amount (plus any
interest on the Escrow Amount) following payment of the Stockholder-Plaintiffs'
attorneys' fees and expenses, in accordance with the Fee Application Order, and
expenses relating to the establishment of the Escrow Account as described
below).
Following discussions regarding the Stockholder-Plaintiffs' request for
attorneys' fees and the Chancery Court's January 2nd order, on January 5, 2003,
Omnicare, Purchaser and the Company entered into the Letter Agreement. Pursuant
to the Letter Agreement, Omnicare, Purchaser and the Company have agreed, among
other things, that (i) Omnicare will contribute $4,500,000 of the Escrow Amount
required by the Chancery Court to be deposited into the Escrow Account,
(ii) the balance of the Escrow Amount, that is, $9,000,000, will be withheld on
a pro rata basis among the Shares (including Options) to be acquired by Omnicare
and Purchaser in the Offer and the Proposed Merger and (iii) if any portion of
the Escrow Amount, plus any interest on the Escrow Amount, remains in the Escrow
Account after payment of the Stockholder-Plaintiffs' attorneys' fees and
expenses, and any expenses incurred in connection with the establishment of the
Escrow Account, such excess amount will be distributed as follows: (i) any
amount in excess of $11,000,000 will be distributed to Omnicare and (ii) after
distribution to Omnicare in accordance with clause (i), if applicable,
(1) 81.82% of any remaining amount will be distributed pro rata among all Shares
(including Options) acquired by Omnicare and Purchaser in the Offer and the
Proposed Merger and (2) 18.18% of any remaining amount will be distributed to
Omnicare. In addition, Omnicare and the Company have agreed to use commercially
reasonable efforts to challenge the Fee Application Order to seek to reduce the
amount of the fees and expenses to be awarded to the Stockholder-Plaintiffs'
attorneys to a reasonable amount. On January 6, 2003, the Chancery Court entered
the Order, which is consistent with the terms and provisions of the Letter
Agreement.
On January 6, 2003, Omnicare issued a press release with respect to the
Letter Agreement.
Also, on January 6, 2003, the Company filed an amendment to its Schedule
14D-9 with respect to the Letter Agreement and the Order. In addition, the
Company disclosed that the Company's Board of Directors, by unanimous vote of
those present, approved the Letter Agreement and resolved to continue to
recommend that the Company's stockholders accept the Offer and tender their
Shares pursuant to the Offer.
According to the Company, the Company has been advised by each of its
directors and executive officers that each such person intends to tender all
Shares owned by such person in the Offer. We also have been advised by the
Company that, as a group, all of the directors and executive officers of the
Company own approximately 1,208,737 shares of Class A Common Stock and 4,810,806
shares of Class B Common Stock.
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6. LEGAL PROCEEDINGS.
The discussions set forth under Section 18 ('Legal Proceedings') of the
Offer to Purchase and Section 11 ('Legal Proceedings') of the First Supplement
are hereby amended and supplemented as follows:
On December 27, 2002, the Stockholder-Plaintiffs filed a complaint (the
'Complaint') in the Chancery Court against Omnicare and Purchaser seeking an
order (i) temporarily, preliminarily and permanently enjoining Omnicare and
Purchaser from distributing $13,500,000 of the amount otherwise payable to
stockholders of the Company in the Offer and the Proposed Merger and
(ii) requiring that Omnicare and Purchaser deposit this sum in escrow until the
Chancery Court determines the rights of the Stockholder-Plaintiffs and their
attorneys to an allowance of fees and expenses in connection with
Stockholder-Plaintiffs' action against the Company and its directors entitled
'In re NCS HealthCare Shareholders Litigation' (C.A. No. 19786). In the
Complaint, the Stockholder-Plaintiffs argued, among other things, that
(i) their litigation against the Company resulted in a benefit of approximately
$102,000,000 to the Company's stockholders, for which the Stockholder-Plaintiffs
and their attorneys are entitled to an allowance for reasonable attorneys' fees
and expenses, (ii) it would be impossible, as a practical matter, for the
Stockholder-Plaintiffs' attorneys to collect such fees and expenses from the
Company's stockholders, unless an amount is set aside as requested and
(iii) the Stockholder-Plaintiffs have no adequate remedy at law.
On the same day, the Stockholder-Plaintiffs filed a Motion for Temporary
Restraining Order (the 'Motion') with the Chancery Court seeking an order (i)
temporarily restraining Omnicare and Purchaser from distributing $13,500,000 of
the amount otherwise payable to stockholders of the Company in the Offer and the
Proposed Merger pending a determination by the Chancery Court with respect to an
application of the Stockholder-Plaintiffs and their attorneys for an allowance
of attorneys' fees and reimbursement of expenses in connection with their action
against the Company and its directors and (ii) requiring Omnicare and Purchaser
to deposit this amount in an interest bearing account to be drawn upon only
pursuant to an order of the Chancery Court. In support of the Motion, the
Stockholder-Plaintiffs filed Plaintiffs' Memorandum of Law in Support of Motion
for Temporary Restraining Order and an Affidavit of Joseph A. Rosenthal in
Support of Application for a Temporary Restraining Order, setting forth the
grounds for the Motion.
On December 30, 2002, the Company, Boake A. Sells and Richard L. Osborne
(collectively, the 'NCS Defendants') filed a motion to intervene as defendants
(the 'Motion to Intervene') in the action filed by the Stockholder-Plaintiffs on
December 27, 2002 and an answer to the allegations set forth in the Complaint.
On the same day, counsel for the NCS Defendants submitted a letter (the
'Letter') to the Chancery Court opposing the Motion.
On January 2, 2003, Omnicare and Purchaser submitted a response to the
Stockholder-Plaintiffs' action and the Motion, as well as the Motion to
Intervene and the Letter submitted by the NCS Defendants, to the Chancery Court.
On the same day, the Stockholder-Plaintiffs submitted a letter to the
Chancery Court in response to the NCS Defendants' Motion to Intervene as
Defendants in the action filed by the Stockholder-Plaintiffs on December 27,
2002.
Later in the day on January 2, 2003, the Chancery Court issued an order
temporarily restraining and enjoining Omnicare and the Purchaser from paying
$13,500,000 of the aggregate amount payable to holders of Shares (including
Options) in the Offer and the Proposed Merger and ordering Omnicare and
Purchaser to deposit the Escrow Amount in the Escrow Account pending the Fee
Application Order. The Chancery Court further ordered that the entire Escrow
Amount be withheld by proration among all Shares acquired by Omnicare and
Purchaser in the Offer and the Proposed Merger.
On January 5, 2003, Omnicare and the Company entered into the Letter
Agreement. Pursuant to the Letter Agreement, Omnicare and the Company have
agreed, among other things, that (i) Omnicare will contribute $4,500,000 of the
Escrow Amount required by the Chancery Court to be deposited into the Escrow
Account, (ii) the balance of the Escrow Amount, that is, $9,000,000, will be
withheld on a pro rata basis among the Shares (including Options) to be acquired
by Omnicare and Purchaser in the
8
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Offer and the Proposed Merger and (iii) if any portion of the Escrow Amount,
plus any interest on the Escrow Amount, remains in the Escrow Account after
payment of the Stockholder-Plaintiffs' attorneys' fees and expenses and any
expenses incurred in connection with the establishment of the Escrow Account,
such excess amount will be distributed as follows: (i) any amount in excess of
$11,000,000 will be distributed to Omnicare and (ii) after distribution to
Omnicare in accordance with clause (i), if applicable, (1) 81.82% of any
remaining amount will be distributed pro rata among all Shares (including
Options) acquired by Omnicare and Purchaser in the Offer and the Proposed
Merger and (2) 18.18% of any remaining amount will be distributed to Omnicare.
In addition, Omnicare and the Company have agreed to use commercially reasonable
efforts to challenge the Fee Application Order to seek to reduce the amount of
the fees and expenses to be awarded to the Stockholder-Plaintiffs' attorneys
to a reasonable amount.
On January 6, 2003, the Chancery Court entered the Order, which modifies the
Chancery Court's January 2, 2003 order to reflect the fact that Omnicare had
agreed to contribute $4,500,000 of the Escrow Amount and, therefore, only
$9,000,000, in the aggregate, will be required to be withheld from holders of
Shares (including Options) on a pro rata basis.
7. MISCELLANEOUS.
The discussions set forth in Section 19 ('Miscellaneous') of the Offer to
Purchase and Section 12 ('Miscellaneous') of the First Supplement are hereby
amended and restated in its entirety as follows:
No person has been authorized to give any information or make any
representation on behalf of Purchaser or Omnicare not contained in this Second
Supplement or in the related revised Letter of Transmittal and, if given or
made, such information or representation must not be relied upon as having been
authorized.
We have filed with the SEC a Tender Offer Statement on Schedule TO and
amendments thereto, together with exhibits, pursuant to the Exchange Act
Rule 14d-3 furnishing certain additional information with respect to the Offer.
The Schedule TO and amendments thereto, including exhibits, may be examined and
copies may be obtained from the offices of the SEC in the manner set forth in
Section 14 ('Certain Information Concerning the Company -- Available
Information') of the Offer to Purchase.
THIS SECOND SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO
PURCHASE AND THE FIRST SUPPLEMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS SECOND
SUPPLEMENT AND THE REVISED (GREEN) LETTER OF TRANSMITTAL, THE TERMS AND
CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE, THE FIRST SUPPLEMENT
AND RELATED ORIGINAL (BLUE) OR REVISED (YELLOW) LETTERS OF TRANSMITTAL REMAIN
APPLICABLE IN ALL RESPECTS TO THE OFFER.
Neither the delivery of the Offer to Purchase, the First Supplement, this
Second Supplement nor any purchase pursuant to the Offer shall, under any
circumstances, create any implication that there has been no change in the
affairs of Omnicare, Purchaser or the Company or any of their respective
subsidiaries since the date as of which information is furnished or the date of
this Second Supplement.
NCS ACQUISITION CORP.
January 8, 2003
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Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for Shares and any other
required documents should be sent to the Depositary at one of the addresses set
forth below:
The Depositary for the Offer is:
THE BANK OF NEW YORK
<Table>
By Mail: By Facsimile By Hand or Overnight Courier:
(for Eligible Institutions only):
Tender & Exchange Department (212) 815-6433 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station For Confirm Only Telephone: Receive and Deliver Window
New York, NY 10286-1248 (212) 815-6212 New York, NY 10286
</Table>
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses or telephone numbers
set forth below. Additional copies of the Offer to Purchase, the First
Supplement, this Second Supplement, the revised (green) Letter of Transmittal
and the revised (yellow) Notice of Guaranteed Delivery may be obtained from the
Information Agent at its address and telephone numbers set forth below. Holders
of Shares may also contact their broker, dealer, commercial bank or trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
[Innisfree Logo]
501 Madison Avenue
New York, New York 10022
Stockholders Call Toll-Free: (888) 750-5834
or
Banks and Brokers Call Collect: (212) 750-5833
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
4 World Financial Center
New York, New York 10080
(866) 276-1462
(Call Toll Free)