UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2003
Omnicare, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8269 31-1001351
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 East RiverCenter Boulevard 41011
Covington, Kentucky (Zip Code)
(Address of principal executive offices)
(859) 392-3300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 15, 2003, NCS Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Omnicare, Inc., a Delaware
corporation ("Omnicare"), closed its $5.50 per Share (as defined below) cash
tender offer (the "Offer") for all of the issued and outstanding shares of class
A common stock, par value $0.01 per share ("Class A Common Stock"), and 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 ("NCS HealthCare"). The Offer expired at 12:00 Midnight, New York
City time, on Tuesday, January 14, 2003. Based on information provided to
Omnicare by the Bank of New York, the depositary for the Offer, as of the close
of business on January 15, 2003, 17,510,126 shares of Class A Common Stock had
been validly tendered in the Offer, which represented approximately 94% of the
then-outstanding Class A Common Stock and 5,038,996 shares of Class B Common
Stock had been validly tendered in the Offer, which represented 100% of the
then-outstanding Class B Common Stock. On January 15, 2003, Purchaser accepted
all validly tendered Shares for payment.
The Offer was made pursuant to an Agreement and Plan of Merger, by and
among Omnicare, Purchaser and NCS HealthCare, dated as of December 17, 2002 (the
"Merger Agreement"). The description of the transaction contemplated by the
Merger Agreement contained in this Item 2, is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference. The details of
the Offer were disclosed in an Offer to Purchase, dated August 8, 2002, as
amended by the first Supplement to the Offer to Purchase, dated December 23,
2002, and the second Supplement to the Offer to Purchase, dated January 8, 2003,
filed with the Securities and Exchange Commission as Exhibits (a)(1)(A),
(a)(1)(HHH) and (a)(1)(YYY), respectively, to Purchaser's Schedule TO-T, as
amended.
In accordance with the Merger Agreement, on January 16, 2003, Purchaser
was merged (the "Merger") with and into NCS HealthCare with NCS HealthCare
surviving and becoming a wholly owned subsidiary of Omnicare. In the Merger, all
Shares not tendered in the Offer were converted into the right to receive the
same consideration per Share paid in the Offer, unless such holders of such
Shares properly exercise their appraisal rights under Delaware law. On the same
date, the Class A Common Stock was delisted from the Over-The-Counter Bulletin
Board and is no longer publicly traded. On January 16, 2003, Omnicare issued a
press release announcing consummation of the Merger, the full text of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to an order of the Chancery Court of the State of Delaware
(the "Chancery Court"), issued on January 6, 2003 (the "Order"), and a letter
agreement by and among Omnicare, Purchaser and NCS HealthCare, dated as of
January 5, 2003 (the "Letter Agreement"), Omnicare and Purchaser paid the $5.50
per Share consideration as follows: (i) NCS HealthCare stockholders received
$5.149 per Share in cash in the Offer and the Merger, as applicable, and (ii)
Omnicare has deposited $0.351 in cash for each Share acquired in the Offer and
the Merger (as well as each "in-the-money" option to acquire Shares) into an
interest-bearing escrow account pending the Chancery Court's determination as to
the NCS HealthCare stockholder-plaintiffs' application for attorneys' fees and
expenses. Following such
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determination, holders of Shares acquired in the Offer and the Merger (including
holders of "in-the-money" options to acquire Shares) will receive the amount per
Share, if any, remaining in the escrow account, including any interest on such
amount, after payment of the stockholder-plaintiffs' attorneys' fees and
expenses (in accordance with the Chancery Court's order) and expenses relating
to the establishment of the escrow account. Copies of the Order and the Letter
Agreement were previously filed with the SEC as Exhibits (a)(1)(EEEE) and
(d)(3), respectively, to Purchaser's Schedule TO-T, as amended.
Omnicare paid approximately $144.0 million to acquire the Shares in the
Offer and the Merger (including "in the money" options to acquire Shares) and
approximately $325.5 million to repay and redeem NCS HealthCare's outstanding
debt. Omnicare financed the acquisition with available cash, working capital and
its three-year, $500.0 million Credit Agreement, dated as of March 20, 2001,
among Omnicare, as the Borrower, the Guarantors named therein, and the lenders
named therein, as the Lenders, Lehman Commercial Paper Inc., as a Syndication
Agent, SunTrust Bank, as a Documentation Agent, Deutsche Banc Alex. Brown Inc.,
as a Documentation Agent, Banc One Capital Markets, Inc., as Joint Lead Arranger
and Sole Book Runner, UBS Warburg LLC, as Joint Lead Arranger and Syndication
Agent, and Bank One, NA, with its main office in Chicago, Illinois, as the
Administrative Agent.
NCS HealthCare, headquartered in Cleveland, Ohio, provides
pharmaceutical and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and hospitals. In addition,
its Rescot Systems Group provides software solutions specifically designed for
the long-term care pharmacy market. NCS HealthCare serves approximately 199,000
residents of long-term care facilities in 33 states and manages hospital
pharmacies in 10 states. The NCS HealthCare business being acquired is currently
generating revenues at the annualized rate of approximately $635 million.
Omnicare intends to continue to use the acquired assets for the same general
purpose as used by NCS HealthCare.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements:
Required historical financial statements of NCS HealthCare will be
filed by amendment to this Current Report on Form 8-K within 60 days of the
filing of this Current Report on Form 8-K.
(b) Pro Forma Financial Information:
Required pro forma financial information giving effect to the
acquisition of NCS HealthCare will be filed by amendment to this Current Report
on Form 8-K within 60 days of the filing of this Current Report on Form 8-K.
(c) Exhibits:
2.1 Agreement and Plan of Merger, by and among Omnicare, Inc.,
NCS Acquisition Corp. and NCS HealthCare, Inc., dated as of
December 17, 2002 (incorporated herein by reference to
Exhibit (d)(2) to NCS Acquisition Corp.'s Schedule TO-T,
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as amended and filed with the Securities and Exchange
Commission on December 18, 2002).
99.1 Press Release issued by Omnicare, Inc. on January 16, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OMNICARE, INC.
By: /s/ David W. Froesel, Jr.
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David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer
Dated: January 30, 2003
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Merger, by and among Omnicare, Inc., NCS Acquisition
Corp. and NCS HealthCare, Inc., dated as of December 17, 2002 (incorporated
herein by reference to Exhibit (d)(2) to NCS Acquisition Corp.'s Schedule
TO-T, as amended and filed with the Securities and Exchange Commission on
December 18, 2002).
99.1 Press Release issued by Omnicare, Inc. on January 16, 2003.
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STATEMENT OF DIFFERENCES
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