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Exhibit (a)(1)(ZZZ)
Letter of Transmittal
To Tender Shares of Class A Common Stock
and To Tender Shares of Class B Common Stock
of
NCS HEALTHCARE, INC.
Pursuant to the Offer To Purchase Dated August 8, 2002,
the First Supplement thereto Dated December 23, 2002,
and the Second Supplement thereto Dated January 8, 2003,
by
NCS ACQUISITION CORP.,
a wholly-owned subsidiary of
OMNICARE, INC.
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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.
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The Depositary for the Offer is:
THE BANK OF NEW YORK
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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
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DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED.
This revised (green) Letter of Transmittal, the revised (yellow) Letter of
Transmittal previously circulated or the original (blue) Letter of Transmittal
previously circulated is to be used if certificates are to be forwarded herewith
or, unless an Agent's Message (as defined in the Offer to Purchase) is utilized,
if delivery of Shares (as defined below) is to be made by book-entry transfer to
the Depositary's account at The Depository Trust Company (the 'Book-Entry
Transfer Facility') pursuant to the procedures set forth in 'The Offer --
Procedure for Tendering Shares' of the Offer to Purchase.
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<Caption>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) AND SHARES SHARES OF CLASS A COMMON STOCK TENDERED
TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
TOTAL SHARES
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) AND SHARES SHARES OF CLASS B COMMON STOCK TENDERED
TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
TOTAL SHARES
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* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to
the Depositary are being tendered. See Instruction 4. IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT
YOU OWN HAVE BEEN LOST OR DESTROYED SEE INSTRUCTION 9.
- ----------------------------------------------------------------------------------------------------------------
</Table>
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Holders of outstanding shares of class A common stock, par value $0.01 per
share ('Class A Common Stock'), and holders of 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'), whose certificates for such Shares (the 'Share
Certificates') are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Second Supplement), or who cannot
complete the procedure for book-entry transfer on a timely basis, must tender
their Shares according to the guaranteed delivery procedure set forth in Section
4 ('Procedure for Tendering Shares -- Guaranteed Delivery') of the Offer to
Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Depositary.
LOST SHARE CERTIFICATES
[ ] I HAVE LOST MY SHARE CERTIFICATE(S) THAT REPRESENTED _______ SHARES AND
REQUIRE ASSISTANCE IN OBTAINING A REPLACEMENT SHARE CERTIFICATE(S). I
UNDERSTAND THAT I MUST CONTACT THE DEPOSITARY AND/OR THE COMPANY TO OBTAIN
INSTRUCTIONS FOR REPLACING LOST SHARE CERTIFICATES. SEE INSTRUCTION 9.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution __________________________________________________
Account Number _________________________________________________________________
Transaction Code Number ________________________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution which Guaranteed Delivery __________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution __________________________________________________
Account Number _________________________________________________________________
Transaction Code Number ________________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to NCS Acquisition Corp., a Delaware
corporation ('Purchaser') and a wholly-owned subsidiary of Omnicare, Inc., a
Delaware corporation ('Omnicare'), (1) the above-described shares of Class A
Common Stock, and (2) the above-described shares of Class B Common Stock,
pursuant to Purchaser's offer to purchase all of the outstanding Shares at $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, 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 'First Supplement') and the second
Supplement to the Offer to Purchase, dated January 8, 2003 (the 'Second
Supplement'), receipt of which is hereby acknowledged, and in this revised
Letter of Transmittal (which together, as each may be amended, supplemented or
otherwise modified from time to time, constitute the 'Offer'). We reserve the
right to transfer or assign, in whole or from time to time in part, to one or
more of our affiliates the right to purchase Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve us of our
obligations under the Offer or prejudice your rights to receive payment for
Shares validly tendered and accepted for payment.
AS DESCRIBED HEREIN AND IN THE SECOND SUPPLEMENT, PURSUANT TO AN ORDER (THE
'ORDER') OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (THE 'CHANCERY
COURT') DATED JANUARY 6, 2003, AND THE LETTER AGREEMENT (THE 'LETTER AGREEMENT')
AMONG OMNICARE, THE PURCHASER AND THE COMPANY, DATED JANUARY 5, 2003, 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) TO FUND
THE COMPANY STOCKHOLDERS' OBLIGATION TO PAY THE STOCKHOLDER-PLAINTIFFS' (AS
DEFINED IN THE SECOND SUPPLEMENT) ATTORNEYS' FEES AND EXPENSES, OMNICARE AND
PURCHASER ARE REQUIRED TO WITHHOLD FROM THE OFFER PRICE, AND DEPOSIT INTO AN
ESCROW ACCOUNT, $0.351 IN CASH FOR EACH SHARE ACQUIRED BY OMNICARE AND PURCHASER
IN THE OFFER AND THE PROPOSED MERGER (SUBJECT TO THE SUBSEQUENT DISTRIBUTION OF
ANY EXCESS FUNDS IN SUCH ESCROW ACCOUNT (PLUS ANY INTEREST ON SUCH FUNDS)
FOLLOWING PAYMENT OF THE STOCKHOLDER-PLAINTIFFS' ATTORNEYS' FEES AND EXPENSES
RELATING TO THE ESTABLISHMENT OF THE ESCROW ACCOUNT AS DESCRIBED IN THE SECOND
SUPPLEMENT).
Upon the terms and subject to the conditions of the Offer and effective upon
acceptance for payment of and payment for the Shares, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Purchaser all right,
title and interest in and to all of the Shares that are being tendered hereby
(and any and all dividends, distributions, rights, other Shares or other
securities issued or issuable in respect thereof on or after the date hereof
(collectively, a 'Distribution')) and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such Shares
(and any Distribution), with full power of substitution (such power of
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attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates for such Shares (and any Distribution), or transfer
ownership of such Shares (and any Distribution) on the account books maintained
by the Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares (and any Distribution) for transfer on the
books of the Company and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and any Distribution), all in
accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints designees of Purchaser as the
attorneys and proxies of the undersigned, each with full power of substitution,
to exercise all voting and other rights of the undersigned in such manner as
each such attorney and proxy or his substitute shall in his sole discretion deem
proper, with respect to all of the Shares tendered hereby which have been
accepted for payment by Purchaser prior to the time of any vote or other action
(and any Distribution), at any meeting of stockholders of the Company (whether
annual or special and whether or not an adjourned meeting), by written consent
or otherwise. This proxy is irrevocable and is granted in consideration of, and
is effective upon, the acceptance for payment of such Shares by Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall revoke
any other proxy or written consent granted by the undersigned at any time with
respect to such Shares (and any Distribution), and no subsequent proxies will be
given or written consents will be executed by the undersigned (and if given or
executed, will not be deemed to be effective).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any Distribution) and that when the same are accepted for payment by
Purchaser, Purchaser will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby (and any Distribution).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 4 ('Procedure for Tendering Shares') of the
Offer to Purchase and in the instructions hereto will constitute an agreement
between the undersigned and Purchaser upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated under 'Special Payment Instructions,' please
issue the check for the purchase price of any Share Certificates, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account at
the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under
'Special Delivery Instructions,' please mail the check for the purchase price of
any Share Certificates purchased and any certificates for Shares not tendered or
not purchased (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
'Special Payment Instructions' and 'Special Delivery Instructions' are
completed, please issue the check for the purchase price of any Share
Certificates purchased and return any Shares not tendered or not purchased in
the name(s) of, and mail said check and any certificates to, the person(s) so
indicated. The undersigned recognizes that Purchaser has no obligation, pursuant
to the 'Special Payment Instructions,' to transfer any Shares from the name of
the registered holder(s) thereof if Purchaser does not accept for payment any of
the Shares so tendered.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for To be completed ONLY if the check for the
the purchase price of Share Certificates purchase price of Share Certificates
purchased (less the amount of any federal purchased (less the amount of any federal
income and backup withholding tax required income and backup withholding tax required
to be withheld) or certificates for Shares to be withheld) or certificates for Shares
not tendered or not purchased are to be not tendered or not purchased are to be
issued in the name of someone other than sent to someone other than the undersigned.
the undersigned.
Mail: Check [ ] [ ] Certificates to: Mail: Check [ ] [ ] Certificates to:
Name: ____________________________________ Name: ____________________________________
(Please Print)
Address: _________________________________ Address: _________________________________
__________________________________________ __________________________________________
Zip Code Zip Code
__________________________________________ __________________________________________
(Taxpayer Identification No.) (Taxpayer Identification No.)
(See Substitute Form W-9) (See Substitute Form W-9)
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</Table>
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IMPORTANT -- SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
_______________________________________________________________________
_______________________________________________________________________
(SIGNATURE(S) OF OWNERS)
Dated ____________________________
Name(s) _______________________________________________________________
_______________________________________________________________________
(PLEASE PRINT)
Capacity (full title) _________________________________________________
Address _______________________________________________________________
_______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please provide the necessary information above and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature __________________________________________________
Name___________________________________________________________________
Title _________________________________________________________________
(PLEASE PRINT)
Name of Firm __________________________________________________________
Address _______________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ________________________________________
Dated ______________________________
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE ABOVE
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<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this revised Letter of Transmittal must be guaranteed by a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a member of a recognized Medallion Program approved by
The Securities Transfer Association, Inc. or any other 'eligible guarantor
institution' (as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended) (each an 'Eligible Institution'). Signatures
on this revised Letter of Transmittal need not be guaranteed (i) if this revised
Letter of Transmittal is signed by the registered holder(s) of the Shares (which
term, for purposes of this document, shall include any participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) tendered herewith and such holder(s) have not completed
the instruction entitled 'Special Payment Instructions' on this revised Letter
of Transmittal or (ii) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This revised Letter of
Transmittal is to be used if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if deliveries are to be made by
book-entry transfer pursuant to the procedures set forth in Section 4
('Procedure for Tendering Shares') of the Offer to Purchase. Share Certificates
for all physically delivered Shares, or a confirmation of a book-entry transfer
into the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) and any other
documents required by this revised Letter of Transmittal, or an Agent's Message
in the case of a book-entry transfer, must be received by the Depositary at one
of its addresses set forth on the front page of this revised Letter of
Transmittal by the Expiration Date. Stockholders whose Share Certificates are
not immediately available, who cannot deliver their Share Certificates and all
other required documents to the Depositary prior to the Expiration Date or who
cannot complete the procedure for delivery by book-entry transfer on a timely
basis, may tender their Shares pursuant to the guaranteed delivery procedure
described in Section 4 ('Procedure for Tendering Shares') of the Offer to
Purchase. Pursuant to such procedure: (a) such tender must be made by or through
an Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by Purchaser, must be
received by the Depositary prior to the Expiration Date; and (c) Share
Certificates for all tendered Shares, in proper form for tender, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), and any other documents required by this revised
Letter of Transmittal, must be received by the Depositary within three business
days of the date of execution of such Notice of Guaranteed Delivery, as provided
in Section 4 ('Procedure for Tendering Shares') of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED, AND NO
FRACTIONAL SHARES WILL BE PURCHASED. BY EXECUTING THIS REVISED LETTER OF
TRANSMITTAL, THE TENDERING STOCKHOLDER WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF
THE ACCEPTANCE FOR PAYMENT OF THE SHARES.
3. Inadequate Space. If the space provided herein is inadequate, the Share
Certificate numbers, the number of Shares evidenced by such Share Certificates
and the number of Shares tendered should be listed on a separate signed schedule
and attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares which are to
be tendered in the box entitled 'Number of Shares Tendered.' In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this revised Letter of Transmittal, unless
otherwise provided in the appropriate box on this revised Letter of Transmittal,
as promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this revised Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this revised Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this revised Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made, or
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s). Signatures on any such certificates
or stock powers must be guaranteed by an Eligible Institution.
If this revised Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this revised Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered
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holder(s), or if a transfer tax is imposed for any reason other than the sale or
transfer of Shares to Purchaser pursuant to the Offer, then the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted herewith.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or not
purchased are to be returned, in the name of a person other than the person(s)
signing this revised Letter of Transmittal or if the check or any certificates
for Shares not tendered or not purchased are to be mailed to someone other than
the person(s) signing this revised Letter of Transmittal or to the person(s)
signing this revised Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this revised Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer may request that
Shares not purchased be credited to such account at the Book-Entry Transfer
Facility as such stockholder may designate under 'Special Payment Instructions.'
If no such instructions are given, any such Shares not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility designated
above.
8. Substitute Form W-9. Under U.S. federal income tax law, the Depositary
may be required to withhold 30% of any payments made to certain stockholders
pursuant to the Offer. To avoid such backup withholding, each tendering
stockholder must provide the Depositary with such stockholder's correct taxpayer
identification number and certify that such stockholder is not subject to such
backup withholding by completing the Substitute Form W-9. In general, if a
stockholder is an individual, the taxpayer identification number is the Social
Security number of such individual. If the Depositary is not provided with the
correct taxpayer identification number, the stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Shares are held in more
than one name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt stockholders should indicate their exempt status on
Substitute Form W-9. To satisfy the Depositary that a foreign person qualifies
as an exempt recipient, such stockholder must submit a properly completed IRS
Form W-8BEN, signed under penalties of perjury, attesting to that person's
exempt status. Such Forms can be obtained from the Depositary.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 30% of any payments made pursuant to the Offer. Backup withholding is
not an additional federal income tax. Rather, the federal income tax liability
of a person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained provided that the required information is furnished to the Internal
Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9
MAY RESULT IN BACKUP WITHHOLDING AT A RATE OF 30% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED 'GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9' FOR ADDITIONAL
DETAILS.
9. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of a
certificate(s) which represented Shares whose certificate(s) has been mutilated,
lost, stolen, or destroyed should (i) complete this revised Letter of
Transmittal and check the appropriate box above and (ii) contact the Depositary
immediately by calling (800) 507-9357. The Depositary will provide such holder
with all necessary forms and instructions to replace any mutilated, lost, stolen
or destroyed certificates. The holder may also be required to give the Company a
bond as indemnity against any claim that may be made against it with respect to
the certificate(s) alleged to have been mutilated, lost, stolen, or destroyed.
However, there can be no assurances that such mutilated, lost, stolen or
destroyed certificates will be replaced prior to the expiration date of the
Offer.
10. Waiver of Conditions. The Conditions of the Offer may be waived, in
whole or in part, by Purchaser, in its reasonable discretion, at any time and
from time to time, in the case of any shares tendered, subject to the terms and
conditions contained in the Agreement and Plan of Merger dated as of December
17, 2002, by and among Omnicare, Purchaser and the Company.
11. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Information Agent or the Dealer Manager at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, the First Supplement, the Second Supplement,
this revised Letter of Transmittal and the revised 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.
12. Escrow Account. As of January 7, 2003, there were 25,628,392 Shares
outstanding on a fully diluted basis (including 'in-the-money' options to
acquire Shares ('Options') and excluding Shares owned by Omnicare and its
affiliates). Pursuant to the Order and the Letter Agreement, upon acceptance by
Purchaser of Shares tendered in the Offer, holders of Shares 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 per
Share in cash into an escrow account pending a further order of the Chancery
Court with respect to an application by the Stockholder-Plaintiffs for
attorneys' fees and expenses in connection with the Stockholder-Plaintiffs'
action against the Company and its directors. Any amount remaining in the escrow
account, plus interest on any amount in the escrow account, following the
Chancery Court's further order and any appeal therefrom will be distributed to
holders of Shares (including Options) and Omnicare as described in the Second
Supplement. See Section 1 ('Amended Terms of the Offer; Expiration Date') of the
Second Supplement.
IMPORTANT: THIS REVISED (GREEN) LETTER OF TRANSMITTAL, THE REVISED (YELLOW)
LETTER OF TRANSMITTAL PREVIOUSLY CIRCULATED OR THE ORIGINAL (BLUE) LETTER OF
TRANSMITTAL PREVIOUSLY CIRCULATED (OR A MANUALLY SIGNED FACSIMILE HEREOF)
TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED
BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
<Page>
<Table>
- -----------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK, AS DEPOSITARY
- -----------------------------------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND ____________________________
SUBSTITUTE CERTIFY BY SIGNING AND DATING BELOW Social Security Number
FORM W-9 OR
DEPARTMENT OF THE TREASURY ____________________________
INTERNAL REVENUE SERVICE Employer Identification
Number(s)
---------------------------------------------------------------------------------------------
PART 2 -- EXEMPT FROM BACKUP WITHHOLDING [ ] PART 4 --
Awaiting TIN [ ]
---------------------------------------------------------------------------------------------
PART 3 -- Certification (Under Penalties of Perjury), I certify that:
(1) The number shown on this form is my current taxpayer identification number (or I am
waiting for a number to be issued to me),
(2) I am not subject to backup withholding because (A) I am exempt from backup withholding,
(B) I have not been notified by the Internal Revenue Service (the 'IRS') that I am
subject to backup withholding as a result of failure to report all interest or
PAYER'S REQUEST FOR dividends, or (C) the IRS has notified me that I am no longer subject to backup
TAXPAYER IDENTIFICATION withholding and
NUMBER ('TIN') AND (3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION ---------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 3 above if you have been
notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS that
you are subject to backup withholding you receive another notification from the IRS stating
that you are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE ________________________________________________ DATE ________________________
NAME ___________________________________________________________________________________
ADDRESS ________________________________________________________________________________
CITY _________________________________________ STATE _____________ ZIP CODE ____________
- -----------------------------------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number, a
portion of all reportable payments made to me will be withheld.
Signature ___________________________________________ Date _________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
AT A RATE OF 30% ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<Page>
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, the Second Supplement, this revised Letter of Transmittal and the
revised 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:
The Information Agent for the Offer is:
[Innisfree Logo]
501 Madison Avenue
New York, New York 10022
Stockholders Call Toll-Free: (888) 750-5834
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)
January 8, 2003