AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 2003
REGISTRATION NO. 333-103115
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
<Table>
OMNICARE, INC. DELAWARE 31-1001351
OMNICARE CAPITAL TRUST I DELAWARE 16-6539075
OMNICARE CAPITAL TRUST II DELAWARE 16-6539077
OMNICARE CAPITAL TRUST III DELAWARE 16-6539078
(AND CERTAIN SUBSIDIARIES
IDENTIFIED IN
FOOTNOTE (*) BELOW)
(Exact Name of Registrants) (State of Incorporation or (I.R.S. Employer Identification
Organization) No.)
</Table>
-------------------
100 EAST RIVERCENTER BOULEVARD, COVINGTON, KENTUCKY 41011
(859) 392-3300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
-------------------
CHERYL D. HODGES
SENIOR VICE PRESIDENT AND SECRETARY
OMNICARE, INC.
100 EAST RIVERCENTER BOULEVARD, COVINGTON, KENTUCKY 41011
(859) 392-3300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
-------------------
COPY TO:
MORTON A. PIERCE, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 259-8000
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
-------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
(footnote from previous page)
(*) The following direct and indirect domestic subsidiaries of Omnicare, Inc.
are Co-Registrants for the purpose of providing guarantees, if any, of
payments of Debt Securities registered hereunder and are, unless otherwise
indicated, organized under the laws of the state of Delaware and have the
I.R.S. Employer Identification Number indicated: AAHS Acquisition Corp.
(31-1567104); Accu-Med Services, Inc. (31-1482519); ACP Acquisition Corp.
(31-1568818); AMC-New York, Inc. (36-4091917); AMC-Tennessee, Inc.
(62-1696813); APS Acquisition LLC (61-1401116); Bach's Pharmacy Services,
LLC (61-1346690); Badger Acquisition of Brooksville LLC (52-2119870); Badger
Acquisition of Kentucky LLC (52-2119911); Badger Acquisition of Minnesota
LLC (52-2119871); Badger Acquisition of Ohio LLC (52-2119875); Badger
Acquisition of Orlando LLC (52-2119896); Badger Acquisition of Tampa LLC
(52-2119893); Badger Acquisition of Texas LLC (52-2119915); Badger
Acquisition LLC (52-2119866); Beachwood HealthCare Management, Inc.
(34-1868886); Bio-Pharm International, Inc. (23-2794725); BPNY Acquisition
Corp. (31-1563804); BPTX Acquisition Corp. (31-1563806); Campo's Medical
Pharmacy, Inc., a Louisiana corporation (72-1039948); Care Pharmaceutical
Services, LP (31-1399042); CHP Acquisition Corp. (31-1483612); CIP
Acquisition Corp. (31-1486402); CompScript-Boca, LLC, a Florida limited
liability company (65-0286244); CompScript-Mobile, Inc. (59-3248505);
CompScript, Inc., a Florida corporation (65-0506539); CP Acquisition Corp.,
an Oklahoma corporation (61-1317566); Creekside Managed Care Pharmacy, Inc.
(61-1349188); CTLP Acquisition LLC (61-1318902); D & R Pharmaceutical
Services, Inc., a Kentucky corporation (61-0955886); Dixon Pharmacy LLC, an
Illinois limited liability company (36-2825587); Electra Acquisition Corp.
(31-1465189); Enloe Drugs LLC (31-1362346); Euro Bio-Pharm Clinical
Services, Inc. (23-2770328); Evergreen Pharmaceutical of California, Inc., a
California corporation (61-1321151); Evergreen Pharmaceutical, Inc., a
Washington corporation (91-0883397); Heartland Repack Services LLC
(61-1389057); Highland Wholesale LLC, an Ohio limited liability company
(32-0006739); HMIS, Inc. (36-4124072); Home Care Pharmacy, Inc.
(31-1255845); Home Pharmacy Services, LLC, a Missouri limited liability
company (37-0978331); Hytree Pharmacy, Inc., an Ohio corporation
(34-1090853); Interlock Pharmacy Systems, Inc., a Missouri corporation
(43-0951332); JHC Acquisition LLC (31-1494762); Langsam Health Services,
Inc. (73-1391198); LCPS Acquisition, LLC (61-1347084); Lo-Med Prescription
Services, Inc., an Ohio corporation (34-1396063); LPI Acquisition Corp.
(31-1501535); Managed Healthcare, Inc. (31-1450845); Management & Network
Services, Inc., an Ohio corporation (34-1819691); Med World Acquisition
Corp. (61-1322120); Medical Arts Health Care, Inc., a Georgia corporation
(58-1640672); Medical Services Consortium, Inc., a Florida corporation
(65-0357177); MOSI Acquisition Corp. (31-1528353); NCS HealthCare, Inc.
(34-1816187); NCS HealthCare of Arizona, Inc., an Ohio corporation
(31-1573985); NCS HealthCare of Arkansas, Inc., an Ohio corporation
(31-1490517); NCS HealthCare of Beachwood, Inc., an Ohio corporation
(34-1881410); NCS HealthCare of California, Inc., an Ohio corporation
(31-1499819); NCS HealthCare of Connecticut, Inc., a Connecticut corporation
(06-1330453); NCS HealthCare of Florida, Inc., an Ohio corporation
(34-1843258); NCS HealthCare of Illinois, Inc., an Illinois corporation
(37-1354510); NCS HealthCare of Indiana, Inc., an Indiana corporation
(35-1954599); NCS HealthCare of Indiana LLC (34-1958652); NCS HealthCare of
Iowa, Inc., an Ohio corporation (31-1509013); NCS HealthCare of Kansas,
Inc., an Ohio corporation (34-1839712); NCS HealthCare of Kentucky, Inc., an
Ohio corporation (31-1521217); NCS HealthCare of Maryland, Inc., an Ohio
corporation (31-1496240); NCS HealthCare of Massachusetts, Inc., an Ohio
corporation (31-1571275); NCS HealthCare of Michigan, Inc., an Ohio
corporation (34-1777940); NCS HealthCare of Minnesota, Inc., an Ohio
corporation (34-1866489); NCS HealthCare of Missouri, Inc., an Ohio
corporation (34-1855274); NCS HealthCare of Montana, Inc., an Ohio
corporation (34-1851710); NCS HealthCare of New Hampshire, Inc., a New
Hampshire corporation (02-0468190); NCS HealthCare of New Jersey, Inc., a
New Jersey corporation (22-3395391); NCS HealthCare of New Mexico, Inc., an
Ohio corporation (34-1866493); NCS HealthCare of New York, Inc., an Ohio
corporation (34-1854267); NCS HealthCare of North Carolina, Inc., a North
Carolina corporation (56-1889643); NCS HealthCare of Ohio, Inc., an Ohio
corporation (31-1257307); NCS HealthCare of Oklahoma, Inc., an Oklahoma
corporation (73-1499934); NCS HealthCare of Oregon, Inc., an Ohio
corporation (34-1836971); NCS HealthCare of Pennsylvania, Inc., a
(footnote continued on next page)
ii
(footnote continued from previous page)
Pennsylvania corporation (23-2679334); NCS HealthCare of Rhode Island, Inc.,
a Rhode Island corporation (05-0429829); NCS HealthCare of South Carolina,
Inc., an Ohio corporation (31-1508225); NCS HealthCare of Tennessee, Inc.,
an Ohio corporation (34-1866494); NCS HealthCare of Texas, Inc., an Ohio
corporation (34-1866495); NCS HealthCare of Vermont, Inc., an Ohio
corporation (31-1526078); NCS HealthCare of Washington, Inc., an Ohio
corporation (34-1844193); NCS HealthCare of Wisconsin, Inc., an Ohio
corporation (34-1866497); NCS of Illinois, Inc., an Ohio Corporation
(34-1959046); NCS Services, Inc., an Ohio corporation (34-1837567); National
Care for Seniors LLC, an Ohio limited liability company (34-1972917); Nihan
& Martin LLC (36-4004491); NIV Acquisition LLC (31-1501415); North Shore
Pharmacy Services, Inc. (31-1428484); OCR-RA Acquisition Corp. (31-1442830);
OFL Corp. (61-1357682); Omnibill Services LLC (61-1365732); Omnicare
Clinical Research, Inc. (52-1670189); Omnicare Clinical Research, LLC
(14-1723594); Omnicare CR Inc. (61-1395349); Omnicare Extended Pharma
Services, LLC (05-0523710); Omnicare Headquarters LLC (76-0720510); Omnicare
Indiana Partnership Holding Company LLC (16-1653107); Omnicare Management
Company (31-1256520); Omnicare Pennsylvania Med Supply, LLC (61-1347895);
Omnicare Pharmaceutics, Inc. (23-2745806); Omnicare Pharmacies of Maine
Holding Company (61-1365280); Omnicare Pharmacies of Pennsylvania East, LLC
(61-1347894); Omnicare Pharmacies of Pennsylvania West, Inc., a Pennsylvania
corporation (25-1213193); Omnicare Pharmacies of the Great Plains Holding
Company (61-1386242); Omnicare Pharmacy and Supply Services, Inc., a South
Dakota corporation (41-1730324); Omnicare Pharmacy of Colorado, LLC
(61-1347085); Omnicare Pharmacy of Florida, L.P. (76-0716528); Omnicare
Pharmacy of Indiana, LLC (76-0716552); Omnicare Pharmacy of Maine LLC
(61-1339662); Omnicare Pharmacy of Massachusetts LLC (61-1347087); Omnicare
Pharmacy of Nebraska LLC (61-1386244); Omnicare Pharmacy of North Carolina,
LLC (76-0716543); Omnicare Pharmacy of Pueblo, LLC (76-0716546); Omnicare
Pharmacy of South Dakota LLC (61-1386243); Omnicare Pharmacy of Tennessee
LLC (61-1347088); Omnicare Pharmacy of Texas 1, L.P. (76-0716554); Omnicare
Pharmacy of Texas 2, L.P. (11-3657397); Omnicare Pharmacy of the Midwest,
Inc. (31-1374275); Omnicare Purchasing Company LP (61-1401039); Omnicare
Purchasing Company General Partner, Inc. (61-1401040); Omnicare Purchasing
Company Limited Partner, Inc. (61-1401038); Omnicare Respiratory Services,
LLC (03-0465903); PBM-Plus, Inc., a Wisconsin corporation (39-1789830);
Pharmacon Corp., a New York corporation (13-3498399); Pharmacy Associates of
Glens Falls, Inc., a New York corporation (14-1554120); Pharmacy
Consultants, Inc., a South Carolina corporation (57-0640737); Pharmacy
Holding #1, LLC (76-0716538); Pharmacy Holding #2, LLC (76-0716536);
PharmaSource Healthcare, Inc., a Georgia corporation (58-2066823);
Pharm-Corp of Maine LLC (61-1339663); Pharmed Holdings, Inc. (36-4060882);
PRN Pharmaceutical Services, LP (35-1855784); Rescot Systems Group, Inc.,
a Pennsylvania corporation (23-2589308); Roeschen's Healthcare Corp., a
Wisconsin corporation (39-1084787); Royal Care of Michigan LLC (38-3529444);
SHC Acquisition Co, LLC (61-1346763); Shore Pharmaceutical Providers, Inc.
(31-1425144); Southside Apothecary, Inc., a New York corporation
(61-1340804); Specialized Home Infusion of Michigan LLC (38-3529442);
Specialized Patient Care Services, Inc., an Alabama corporation
(63-1159534); Specialized Pharmacy Services, Inc., a Michigan corporation
(38-2143132); Specialized Services of Michigan, Inc. (38-3637511); Sterling
Healthcare Services, Inc. (36-4031863); Superior Care Pharmacy, Inc.
(31-1543728); Swish, Inc. (52-2005933); TCPI Acquisition Corp. (31-1508476);
THG Acquisition Corp. (31-1567102); The Hardardt Group, Inc. (22-3470357);
Three Forks Apothecary, Inc., a Kentucky corporation (61-0995656); UC
Acquisition Corp. (31-1414594); Uni-Care Health Services of Maine, Inc., a
New Hampshire corporation (02-0468192); Value Health Care Services, Inc.
(31-1485530); Value Pharmacy, Inc., a Massachusetts corporation
(04-2894741); Vital Care Infusions Supply, Inc., a New York corporation
(61-1336267); Weber Medical Systems, LLC (31-1409572); Westhaven Services
Co., an Ohio corporation (34-1151322); Williamson Drug Company,
Incorporated, a Virginia corporation (54-0590067); and Winslow's Pharmacy, a
New Jersey corporation (21-0692005).
iii
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. NEITHER
OMNICARE, INC. NOR ANY OMNICARE CAPITAL TRUST MAY SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED FEBRUARY 19, 2003
PROSPECTUS
OMNICARE, INC.
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS
PURCHASE CONTRACTS
UNITS
OMNICARE CAPITAL TRUST I
OMNICARE CAPITAL TRUST II
OMNICARE CAPITAL TRUST III
TRUST PREFERRED SECURITIES FULLY AND UNCONDITIONALLY
GUARANTEED BY OMNICARE, INC.
-------------------
We or, as applicable, the Omnicare Capital Trusts may offer from time to
time the following types of securities:
o shares of our common stock;
o shares of our preferred stock, which may be issued in the form of
depositary receipts representing a fraction of a share of preferred
stock;
o our debt securities, in one or more series, which may be senior debt
securities or subordinated debt securities, in each case consisting of
notes or other evidences of indebtedness;
o warrants to purchase any of the other securities that may be sold under
this prospectus;
o trust preferred securities by one of the Omnicare Capital Trusts and
fully and unconditionally guaranteed by us;
o purchase contracts to acquire any of the other securities that may be
sold under this prospectus; or
o any combination of these securities, individually or as units.
The securities will have an aggregate initial offering price of up to
$850,000,000 or an equivalent amount in U.S. dollars if any securities are
denominated in a currency other than U.S. dollars. The securities may be offered
separately or together in any combination and as a separate series. This
prospectus also covers guarantees, if any, of our payment obligations under any
debt securities, which may be given by certain of our subsidiaries, on terms to
be determined at the time of the offering.
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any prospectus supplement, as
well as the documents incorporated or deemed to be incorporated by reference in
this prospectus, carefully before you invest.
Our common stock is traded on the New York Stock Exchange under the symbol
"OCR."
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
We may sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents,
dealers and underwriters reserve the right to reject, in whole or in part, any
proposed purchase of securities to be made directly or through agents, dealers
or underwriters. If any agents, dealers or underwriters are involved in the sale
of any securities, the relevant prospectus supplement will set forth any
applicable commissions or discounts. Our net proceeds from the sale of
securities also will be set forth in the relevant prospectus supplement.
This prospectus may not be used to consummate sales of securities unless
accompanied by the applicable prospectus supplement.
THE DATE OF THIS PROSPECTUS IS , 2003.
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
FORWARD-LOOKING STATEMENTS.................................. 2
RISK FACTORS................................................ 4
OUR COMPANY................................................. 9
THE OMNICARE CAPITAL TRUSTS................................. 9
USE OF PROCEEDS............................................. 10
RATIO OF EARNINGS TO FIXED CHARGES.......................... 10
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL.......... 11
DESCRIPTION OF COMMON STOCK................................. 11
DESCRIPTION OF PREFERRED STOCK.............................. 14
DESCRIPTION OF DEPOSITARY SHARES............................ 17
DESCRIPTION OF DEBT SECURITIES.............................. 20
DESCRIPTION OF WARRANTS..................................... 29
DESCRIPTION OF TRUST PREFERRED SECURITIES AND RELATED
GUARANTEES................................................ 30
DESCRIPTION OF PURCHASE CONTRACTS........................... 40
DESCRIPTION OF UNITS........................................ 41
PLAN OF DISTRIBUTION........................................ 42
LEGAL MATTERS............................................... 43
EXPERTS..................................................... 43
WHERE YOU CAN FIND MORE INFORMATION......................... 43
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.... 43
</Table>
-------------------
We have not authorized any person to give any information or to make any
representation in connection with this offering other than those contained or
incorporated by reference in this prospectus, and, if given or made, the
information or representation must not be relied upon as having been authorized
by us. This prospectus does not constitute an offer to sell nor a solicitation
of an offer to buy by anyone in any jurisdiction in which the offer or
solicitation is not authorized, or in which the person is not qualified to do so
or to any person to whom it is unlawful to make the offer or solicitation.
Neither the delivery of this prospectus nor any sale under this prospectus
shall, under any circumstances, create any implication that there has been no
change in our affairs since the date of this prospectus, that the information
contained in this prospectus is correct as of any time subsequent to its date,
or that any information incorporated by reference in this prospectus is correct
as of any time subsequent to its date.
FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference certain statements
that constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include all statements regarding the intent, belief or current expectations with
respect to the matters discussed or incorporated by reference in this prospectus
(including statements as to "beliefs," "expectations," "anticipations,"
"intentions" or similar words) and all statements which are not statements of
historical fact.
These forward-looking statements involve known and unknown risks,
uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated. These
forward-looking statements and trends include those relating to expectations
concerning our business outlook or position or future economic performance; the
impact of our lowered cost structure; our financial condition; our strength in
the geriatric pharmaceutical marketplace; the impact of the acquisition and
integration of acquired companies; expectations concerning pharmaceutical price
increases and the impact of pre-buys on costs and cash flows; purchasing
leverage; the leveraging of costs; the impact of new business; the impact of
penetration of new drugs; the impact of clinical and other programs; the impact
of lower government reimbursement formulas in some states; trends concerning
acuity and occupancy; the impact of our productivity, consolidation and cost
reduction efforts; expectations concerning margins; trends concerning
commencement or continuation of projects, new business wins and backlog at our
contract research organization business; the impact of streamlining and cost
reduction at our contract research organization operations; the operating
environment in the long-term care and contract research organization industries;
the impact of reimbursement trends and state and federal action with respect
thereto; governmental pricing pressures due to economic downturns; the impact of
healthcare funding issues; the impact of demographic trends; opportunities to
contain healthcare costs while ensuring the well-being of the elderly
population; expectations concerning growth; expectations concerning
acquisitions; opportunities to expand our clinical programs; trends concerning
the drug development marketplace; the adequacy and availability of our sources
of liquidity, capital and financing; and the impact of new accounting rules and
standards. Such risks, uncertainties, contingencies, assumptions and other
factors, many of which are beyond our control, include without limitation:
o overall economic, financial and business conditions;
o delays and further reductions in reimbursement by the government and
other payors to us and our customers as a result of pressure on federal
and state budgets due to the continuing economic downturn and other
factors;
o the overall financial condition of our customers;
o the ability to assess and react to the financial condition of customers;
o the impact of consolidation in the pharmaceutical and long-term
healthcare industries;
o the impact of seasonality on our business;
o the impact and pace of pharmaceutical price increases;
o the ability of vendors to continue to provide products and services to
us;
o the effect of new government regulations, executive orders and/or
legislative initiatives, including those relating to reimbursement and
drug pricing policies and changes in the interpretation and application
of these policies;
o increases or decreases in reimbursement;
o government budgetary pressures and shifting priorities;
o efforts by payors to control costs;
o the ability of clinical research projects to produce revenues in future
periods;
o our failure to obtain or maintain required regulatory approvals or
licenses;
2
o the failure of the long-term care facilities we serve to maintain
required regulatory approvals;
o loss or delay of contract research organization contracts for regulatory
or other reasons;
o the outcome of litigation;
o the ability to attract and retain needed management;
o the ability to implement opportunities for improving productivity and
lowering costs and to realize related anticipated benefits;
o the integration of acquired companies, including NCS HealthCare, Inc.
("NCS"), and the ability to realize anticipated revenues, economies of
scale, cost synergies and profitability;
o the impact and pace of technological advances;
o the ability to obtain or maintain rights to data, technology and other
intellectual property;
o trends for the continued growth of our business;
o volatility in our stock price and in the financial markets generally;
o changes in international economic and political conditions and currency
fluctuations between the U.S. dollar and other currencies;
o access to capital and financing;
o pricing and other competitive factors in our industry;
o variations in costs or expenses;
o variations in our operating results;
o the continued availability of suitable acquisition candidates;
o the demand for our products and services;
o changes in tax law and regulation;
o changes in accounting rules and standards; and
o other risks and uncertainties described in "Risk Factors" and elsewhere
in this prospectus, including the documents incorporated by reference.
Should one or more of these risks or uncertainties materialize or should
underlying assumptions prove incorrect, our actual results, performance or
achievements could differ materially from those expressed in, or implied by,
such forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
thereof. Except as otherwise required by law, we do not undertake any obligation
to publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
3
RISK FACTORS
An investment in our securities involves a degree of risk. You should
carefully consider the risk factors described below and other information
included and incorporated by reference in this prospectus and the applicable
prospectus supplement when determining whether or not to purchase the offered
securities. If any of the following risks actually occurs, we could be
materially adversely affected. In such case, you may lose all or part of your
investment.
RISKS RELATING TO OUR BUSINESS
IF WE OR OUR CLIENT INSTITUTIONS FAIL TO COMPLY WITH MEDICAID AND MEDICARE
REIMBURSEMENT REGULATIONS, OUR REVENUE COULD BE REDUCED, WE COULD BE SUBJECT TO
PENALTIES AND WE COULD LOSE OUR ELIGIBILITY TO PARTICIPATE IN THESE PROGRAMS.
Approximately one-half of our pharmacy services billings are directly
reimbursed by government sponsored programs. These programs include Medicaid
and, to a lesser extent, Medicare. The remainder of our billings are paid or
reimbursed by individual residents, long-term care facilities and other third
party payors, including private insurers. A portion of these revenues also are
indirectly dependent on government programs. The table below represents our
approximated payor mix for the last three years:
<Table>
<Caption>
1999 2000 2001
---- ---- ----
Private pay and long-term care facilities(1)................ 48% 46% 44%
Medicaid.................................................... 40% 43% 44%
Medicare(2)................................................. 3% 3% 3%
Other private sources(3).................................... 9% 8% 9%
--- --- ---
Totals:................................................. 100% 100% 100%
--- --- ---
--- --- ---
</Table>
- ---------
(1) Includes payments from skilled nursing facilities on behalf of their
Medicare-eligible residents.
(2) Includes direct billing for medical supplies.
(3) Includes our contract research organization revenues.
For its fiscal year ended June 30, 2002, NCS' approximate payor mix was: 49%
Medicaid, 45% private pay and long-term care facilities (includes payments from
long-term care facilities on behalf of their Medicare-eligible residents), 1%
Medicare (includes direct billing for medical supplies) and 5% other private
sources.
The Medicaid and Medicare programs are highly regulated. The failure, even
if inadvertent, of us and/or our client institutions to comply with applicable
reimbursement regulations could adversely affect our reimbursement under these
programs and our ability to continue to participate in these programs. In
addition, our failure to comply with these regulations could subject us to other
penalties.
CONTINUING EFFORTS TO CONTAIN HEALTHCARE COSTS MAY REDUCE OUR FUTURE
REVENUE.
Our sales and profitability are affected by the efforts of healthcare payors
to contain or reduce the cost of healthcare by lowering reimbursement rates,
limiting the scope of covered services, and negotiating reduced or capitated
pricing arrangements. Any changes which lower reimbursement levels under
Medicaid, Medicare or private pay programs, including managed care contracts,
could reduce our future revenue. Furthermore, other changes in these
reimbursement programs or in related regulations could reduce our future
revenue. These changes may include modifications in the timing or processing of
payments and other changes intended to limit or decrease the growth of Medicaid,
Medicare or third party expenditures.
4
THE BALANCED BUDGET ACT OF 1997 AND OTHER HEALTHCARE-RELATED LEGISLATION HAS
SIGNIFICANTLY IMPACTED OUR BUSINESS, AND FUTURE LEGISLATION AND REGULATIONS ARE
LIKELY TO AFFECT US.
In recent years, Congress has passed a number of federal laws that have
effected major changes in the healthcare system. Several of these changes have
had a significant impact on us. The Balanced Budget Act of 1997 sought to
achieve a balanced federal budget by, among other things, changing the
reimbursement policies applicable to various healthcare providers, including the
introduction in 1998 of the Prospective Payment System for Medicare-eligible
residents of skilled nursing facilities. Prior to the Prospective Payment
System, skilled nursing facilities under Medicare were reimbursed for services
based upon actual costs incurred in providing services, subject to limits. Now,
the Prospective Payment System requires skilled nursing facilities to manage
more carefully the cost of care for Medicare beneficiaries. Under the
Prospective Payment System, Medicare pays skilled nursing facilities a fixed fee
per patient per day based on the resident's medical condition and required level
of assistance with activities of daily living. This fixed fee covers
substantially all items and services furnished during a Medicare-covered stay,
including pharmacy services. The Prospective Payment System initially resulted
in a reduction in admissions of Medicare residents, particularly those requiring
complex care, leading to a significant reduction of overall occupancy in the
skilled nursing facilities we serve. As a result, we began experiencing lower
utilization of our services and Prospective Payment System-related pricing
pressure from our skilled nursing facility customers in 1999. The Balanced
Budget Act of 1997 also imposed numerous other cost savings measures affecting
Medicare skilled nursing facility services. Because of the significant
reductions in reimbursement which occurred, the impact of the Prospective
Payment System initially was to decrease occupancy for some facilities, to
reduce the number of residents in these facilities requiring higher levels of
medical care, to lower pricing and to produce an unfavorable payor mix for us.
With respect to Medicaid, the Balanced Budget Act of 1997 repealed the
"Boren Amendment" federal payment standard for payments to Medicaid nursing
facilities effective October 1, 1997. This repeal gives states greater latitude
in setting payment rates for nursing facilities. Budget constraints and other
factors have caused some states to reduce Medicaid reimbursement to nursing
facilities and states may continue to reduce or delay payments to nursing
facilities in the future. The law also grants states greater flexibility to
establish Medicaid managed care programs without the need to obtain a federal
waiver. Although these waiver programs generally exempt institutional care,
including nursing facility and institutional pharmacy services, these programs
could ultimately change the Medicaid reimbursement system for long-term care.
These changes could include moving reimbursement for pharmacy services from
fee-for-service, or payment per procedure or service rendered, to a fixed amount
per person utilizing managed care negotiated or capitated rates.
In 1999 and again in 2000, Congress enacted legislation intended to reduce
the impact of the Balanced Budget Act of 1997 on skilled nursing facilities.
This legislation included increases in payment rates for some services and
delays in the implementation of some Balanced Budget Act of 1997 requirements.
It appears that this legislation stabilized the unfavorable operating trends
attributable to the Prospective Payment System and helped to improve the
financial condition of skilled nursing facilities and motivated them to increase
admissions, particularly of higher acuity residents. However, certain of the
increases in Medicare reimbursement for skilled nursing facilities expired in
October 2002. This loss of Medicare revenues may have an adverse effect on the
financial condition of many of our skilled nursing facility customers. While it
is hoped that Congress will restore some or all of these payment amounts, no
assurances can be given as to whether Congress will take such action. Further,
some of the current payments to skilled nursing facilities will expire once the
Centers for Medicare & Medicaid Services, or CMS, adopts a refined system for
categorizing resident acuity. CMS has indicated that this change would not occur
during federal fiscal year 2004 (October 1, 2003 -- September 30, 2004), but it
is unknown when a refined system would be adopted, the form of the refined
system or whether it would result in net increases or decreases in payments for
Medicare skilled nursing facilities.
5
Further, in order to rein in healthcare costs, we anticipate that federal
and state governments will continue to review and assess alternate healthcare
delivery systems, payment methodologies and operational requirements for
healthcare providers, including long-term care facilities and pharmacies. Given
the continuous debate regarding the cost of healthcare, managed care and other
healthcare issues, we cannot predict with any degree of certainty what
additional healthcare initiatives, if any, will be implemented or the effect any
future legislation or regulation will have on our business. Further, Medicaid
and/or Medicare payment rates for pharmaceutical supplies and services may not
continue to be based on current methodologies or remain comparable to present
levels. In particular, the federal government is examining the appropriateness
of using the "average wholesale price" as the basis for reimbursement for
prescription drugs under Medicare Part B. In addition, legislative initiatives
are being considered to expand Medicare coverage of prescription drugs, in some
instances as part of a broad reform of the Medicare program. Any future
healthcare legislation or regulation may adversely affect our business.
IF WE FAIL TO COMPLY WITH LICENSURE REQUIREMENTS, FRAUD AND ABUSE LAWS OR
OTHER APPLICABLE LAWS, WE MAY NEED TO CURTAIL OPERATIONS, AND COULD BE SUBJECT
TO SIGNIFICANT PENALTIES.
Our pharmacy business is subject to extensive and often changing federal,
state and local regulations, and our pharmacies are required to be licensed in
the states in which they are located or do business. While we continuously
monitor the effects of regulatory activity on our operations and we currently
have pharmacy licenses for each pharmacy we operate, the failure to obtain or
renew any required regulatory approvals or licenses could adversely affect the
continued operation of our business. The long-term care facilities that contract
for our services are also subject to federal, state and local regulations and
are required to be licensed in the states in which they are located. The failure
by these long-term care facilities to comply with these or future regulations or
to obtain or renew any required licenses could result in our inability to
provide pharmacy services to these facilities and their residents. We are also
subject to federal and state laws that prohibit some types of direct and
indirect payments between healthcare providers. These laws, commonly known as
the fraud and abuse laws, prohibit payments intended to induce or encourage the
referral of patients to, or the recommendation of, a particular provider of
items or services. Violation of these laws can result in loss of licensure,
civil and criminal penalties and exclusion from the Medicaid, Medicare and other
federal healthcare programs.
We expend considerable resources in connection with our compliance efforts.
We believe that we are in compliance in all material respects with state and
federal regulations applicable to our business.
FEDERAL AND STATE LAWS THAT PROTECT PATIENT HEALTH INFORMATION MAY INCREASE
OUR COSTS AND LIMIT OUR ABILITY TO COLLECT AND USE THAT INFORMATION.
Our company and the healthcare industry generally also are impacted by the
Health Insurance Portability and Accountability Act of 1996, or HIPAA, which
mandates, among other things, the adoption of standards to enhance the
efficiency and simplify the administration of the healthcare system. HIPAA
requires the Department of Health and Human Services to adopt standards for
electronic transactions and code sets for basic healthcare transactions such as
payment and remittance advice ("transaction standards"); privacy of individually
identifiable healthcare information ("privacy standards"); security and
electronic signatures ("security standards"), as well as unique identifiers for
providers, employers, health plans and individuals; and enforcement. In many of
our operations, we are a healthcare provider, required to comply in our
operations with these standards and subject to significant civil and criminal
penalties for failure to do so. In addition, we provide services to customers
that also are healthcare providers and will be required to provide satisfactory
written assurances to those customers that we will provide those services
subject to the requirements of the privacy standards. HIPAA will require
significant and costly changes for our company and others in the healthcare
industry. The transaction standards have gone into effect, although we and most
other covered entities in the healthcare industry have
6
received an extension until October 2003 to comply. The privacy standards
generally require compliance by April 2003. No date is established for
compliance with the security standards, since they have not yet been published
in final form. Based on current information, we believe we will be able to fully
comply with HIPAA requirements, however, at this time we cannot estimate the
cost of compliance or if implementation of the HIPAA standards will result in an
adverse effect on our operations or profitability, or that of our customers.
WE ARE SUBJECT TO ADDITIONAL RISKS RELATING TO OUR ACQUISITION STRATEGY.
One component of our strategy contemplates our making selected acquisitions.
Acquisitions, including our acquisition of NCS, involve inherent uncertainties.
These uncertainties include the effect on the acquired businesses of integration
into a larger organization and the availability of management resources to
oversee the operations of these businesses. The successful integration of
acquired businesses, including NCS, will require, among others:
o consolidation of financial and managerial functions and elimination of
operational redundancies;
o achievement of purchasing efficiencies;
o the addition and integration of key personnel; and
o the maintenance of existing business.
Even though an acquired business may have experienced positive financial
performance as an independent company prior to an acquisition, we cannot be sure
that the business will continue to perform positively after an acquisition.
We also may acquire businesses with unknown or contingent liabilities,
including liabilities for failure to comply with healthcare laws and
regulations. We have policies and procedures to conduct reviews of potential
acquisition candidates for compliance with healthcare laws and to conform the
practices of acquired businesses to our standards and applicable laws. We also
generally seek indemnification from sellers covering these matters. We may,
however, incur material liabilities for past activities of acquired businesses,
including NCS.
We cannot be sure of the successful integration of NCS or any other
acquisition or that an acquisition will not have an adverse impact on our
results of operations or financial condition.
WE OPERATE IN HIGHLY COMPETITIVE BUSINESSES.
The long-term care pharmacy business is highly regionalized and, within a
given geographic region of operations, highly competitive. Our largest
competitors nationally are Pharmerica, Inc., a subsidiary of AmerisourceBergen
Corporation, NeighborCare, Inc., a subsidiary of Genesis Health Ventures, Inc.,
Kindred Pharmacy Services, a division of Kindred Healthcare, Inc., and SunScript
Pharmacy Corporation, a subsidiary of Sun Healthcare Group, Inc. In the
geographic regions we serve, we also compete with numerous local retail
pharmacies, local and regional institutional pharmacies and pharmacies owned by
long-term care facilities. We compete on the basis of quality,
cost-effectiveness and the increasingly comprehensive and specialized nature of
our services, along with the clinical expertise, pharmaceutical technology and
professional support we offer.
Our contract research organization business competes against other
full-service contract research organizations and client internal resources. The
contract research organization industry is highly fragmented with a number of
full-service contract research organizations and many small, limited-service
providers, some of which serve only local markets. Clients choose a contract
research organization based upon, among other reasons, reputation, references
from existing clients, the client's relationship with the organization, the
organization's experience with the particular type of project and/or therapeutic
area of clinical development, the organization's ability to add value to the
client's development plan, the organization's financial stability and the
organization's ability to provide the full range of services required by the
client.
7
WE ARE DEPENDENT ON OUR SENIOR MANAGEMENT TEAM AND OUR PHARMACY
PROFESSIONALS.
We are highly dependent upon the members of our senior management and our
pharmacists and other pharmacy professionals. Our business is managed by a small
number of key management personnel who have been extensively involved in the
success of our business, including Joel F. Gemunder, our President and Chief
Executive Officer. If we were unable to retain these persons, we might be
adversely affected. Our industry is small and there is a limited pool of senior
management personnel with significant experience in our industry. Accordingly,
we believe we could experience significant difficulty in replacing key
management personnel. Although we have employment contracts with our key
management personnel, these contracts generally may be terminated without cause
by either party.
In addition, our continued success depends on our ability to attract and
retain pharmacists and other pharmacy professionals. Competition for qualified
pharmacists and other pharmacy professionals is strong. The loss of pharmacy
personnel or the inability to attract, retain or motivate sufficient numbers of
qualified pharmacy professionals could adversely affect our business. Although
we generally have been able to meet our staffing requirements for pharmacists
and other pharmacy professionals in the past, our inability to do so in the
future could have a material adverse effect on us.
8
OUR COMPANY
We are a leading provider of pharmaceutical care for the elderly. We are the
nation's largest independent provider of professional pharmacy-related
consulting and data management services to long-term healthcare institutions.
Our client facilities include skilled nursing facilities, assisted living
facilities, retirement centers, hospitals and other institutional healthcare
facilities. We currently provide our pharmacy services to long-term care
facilities comprising more than 950,000 beds in 47 states. We purchase,
repackage and dispense pharmaceuticals, both prescription and non-prescription,
and provide computerized medical record keeping and third-party billing for
residents in those facilities. We also provide consultant pharmacist services,
including evaluating monthly patient drug therapy, monitoring the control,
distribution and administration of drugs within the nursing facility, and
assisting in compliance with state and federal regulations. In addition, we
provide ancillary services, such as administering medications and nutrition
intravenously and furnishing dialysis and medical supplies. We offer clinical
care planning, pharmaceutical support as well as financial software information
systems to our client facilities. In addition, we provide operational software
and support systems to other long-term care pharmacy providers across the United
States. We also provide comprehensive clinical research services for the
pharmaceutical and biotechnology industries in 28 countries.
On January 15, 2003, we completed our tender offer for all of the
outstanding shares of the common stock of NCS HealthCare, Inc., a leading
provider of pharmaceutical and related services to long-term care facilities,
including skilled nursing centers, assisted living facilities and hospitals. We
accepted approximately 94% of the validly tendered shares of class A common
stock of NCS and 100% of the validly tendered shares of class B common stock of
NCS for payment. We subsequently acquired the remaining shares of class A common
stock of NCS. Our net cash outlay, including estimated fees and expenses, to
acquire NCS was approximately $167.0 million. In connection with the
acquisition, we repaid approximately $325.5 million of outstanding NCS debt. We
used cash on hand, working capital and available borrowing capacity under our
existing credit facilities to finance the acquisition and the repayment of NCS'
outstanding debt.
Our principal executive offices are located at 100 East RiverCenter
Boulevard, Covington, Kentucky, 41011, and our telephone number is (859)
392-3300. Our corporate website address is http://www.omnicare.com. Information
contained on our website is not part of this prospectus.
THE OMNICARE CAPITAL TRUSTS
Each of Omnicare Capital Trust I, Omnicare Capital Trust II and Omnicare
Capital Trust III is a statutory trust newly formed under Delaware law by us, as
sponsor of each of the trusts, and Chase Manhattan Bank USA, National
Association, as trustee in the State of Delaware pursuant to the Delaware
Statutory Trust Act. The trusts have been formed solely:
o for the possible sale of one or more series of trust preferred securities
under this prospectus and the sale of trust common securities to us or
one of our subsidiaries at the time of any sale of trust preferred
securities;
o to purchase a specific series of our subordinated debt securities with
the proceeds of any sale of their securities; and
o to engage in related activities.
The principal office of each of the trusts is c/o Omnicare, Inc., 100 East
RiverCenter Boulevard, Covington, Kentucky, 41011, and its telephone number is
(859) 392-3300.
9
USE OF PROCEEDS
Unless we indicate otherwise in an accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, which may include, but not be limited
to, refinancing of indebtedness, working capital, capital expenditures,
acquisitions and repurchases and redemptions of securities.
The Omnicare Capital Trusts will use all of the proceeds from the sale of
trust preferred securities to purchase a specific series of our subordinated
debt securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods indicated:
<Table>
<Caption>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------- ----------------
1997 1998 1999 2000 2001 2001 2002
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges (1)(2)...... 9.1x 5.3x 2.6x 2.2x 2.8x 2.7x 3.8x
</Table>
- ---------
(1) Our ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes plus fixed charges (excluding capitalized
interest expense) by fixed charges. Fixed charges consist of interest
expense on debt (including amortization of debt expense and capitalized
interest) and one-third (the proportion deemed representative of the
interest portion) of rent expense.
(2) Our ratio of earnings to combined fixed charges and preferred stock
dividends for the periods indicated above are the same as our ratios of
earnings to fixed charges set forth above because we had no shares of
preferred stock outstanding during the periods indicated and currently have
no shares of preferred stock outstanding.
10
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL
We, directly or through agents, dealers or underwriters that we may
designate, may offer and sell, from time to time, up to $850,000,000 (or the
equivalent in one or more foreign currencies or currency units) aggregate
initial offering price of:
o shares of our common stock;
o shares of our preferred stock, which may be issued in the form of
depositary receipts representing a fraction of a share of preferred
stock;
o our debt securities, in one or more series, which may be senior debt
securities or subordinated debt securities, in each case consisting of
notes or other evidences of indebtedness, and which may be guaranteed by
certain of our subsidiaries;
o warrants to purchase any of the other securities that may be sold under
this prospectus;
o trust preferred securities issued by one of the Omnicare Capital Trusts
and fully and unconditionally guaranteed by us;
o purchase contracts to acquire any of the other securities that may be
sold under this prospectus; or
o any combination of these securities, individually or as units.
We may offer and sell these securities either individually or as units
consisting of one or more of these securities, each on terms to be determined at
the time of sale. We may issue debt securities and/or preferred stock that are
exchangeable for and/or convertible into common stock or any of the other
securities that may be sold under this prospectus. When particular securities
are offered, a supplement to this prospectus will be delivered with this
prospectus, which will describe the terms of the offering and sale of the
offered securities.
DESCRIPTION OF COMMON STOCK
Our authorized capital stock consists of 200,000,000 shares of common stock,
par value $1.00 per share, and 1,000,000 shares of preferred stock, no par value
per share. We describe the preferred stock under the heading "Description of
Preferred Stock."
This section summarizes the general terms of our common stock that we may
offer. The prospectus supplement relating to the common stock offered will state
the number of shares offered, the initial offering price and the market price,
dividend information and any other relevant information. The summaries in this
section and the prospectus supplement do not describe every aspect of the common
stock. When evaluating the common stock, you should also refer to all of the
provisions of our charter, our by-laws and the Delaware General Corporation Law
("DGCL"). Our charter and by-laws are incorporated by reference in the
registration statement.
TERMS OF THE COMMON STOCK
At December 31, 2002, approximately 94,301,500 shares of our common stock
were outstanding. Our common stock has no preemptive rights and no redemption,
sinking fund or conversion provisions. All shares of our common stock have one
vote on any matter submitted to the vote of stockholders. Our common stock does
not have cumulative voting rights. Upon our liquidation, the holders of our
common stock are entitled to receive, on a pro rata basis, all assets then
legally available for distribution after payment of debts and liabilities and
preferences on preferred stock, if any. Holders of our common stock are entitled
to receive dividends when and as declared by the board of directors out of funds
legally available therefor (subject to the prior rights of preferred stock, if
any). All outstanding shares of our common stock are fully paid and
nonassessable.
11
RIGHTS AGREEMENT
On June 2, 1999, we paid a dividend of one preferred share purchase right
for each outstanding share of our common stock to the stockholders of record on
that date. Each right entitles the registered holder to purchase one
ten-thousandth of a share of our Series A Junior Participating Preferred Stock,
at a price of $135.00 per one ten-thousandth of a share of Series A Junior
Participating Preferred Stock, subject to adjustment. The description and terms
of the rights are set forth in the Rights Agreement between us and First Chicago
Trust Company of New York, as rights agent.
Initially, the rights will be attached to all certificates of common stock
and no separate rights certificates will be issued. Separate rights certificates
evidencing the rights will be distributed to holders of record of our common
stock as of the close of business on the earlier to occur of the tenth day (or
such other day as our board of directors may determine) following (i) a public
announcement that a person or group of affiliated or associated persons,
referred to as an "Acquiring Person," has acquired beneficial ownership of 15%
or more of the outstanding common shares or (ii) the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding common shares. The rights will expire on
June 2, 2009, unless extended or unless the rights are earlier redeemed or
exchanged by us. Until a right is exercised, the holder thereof, as such, will
have no rights as a stockholder of ours, including, without limitation, the
right to vote or to receive dividends.
If a person or group becomes an Acquiring Person, each holder of a right
will thereafter have the right to receive, upon exercise, shares of our common
stock (or, in certain circumstances, shares of Series A Junior Participating
Preferred Stock or other similar securities of ours) having a value equal to two
times the exercise price of the right and all rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void.
In the event that we are acquired in a merger or other business combination
transaction or 50% or more of our consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, proper provision will be
made so that each holder of a right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
right. In the event that any person or group becomes an Acquiring Person, proper
provision shall be made so that each holder of a right, other than rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of shares of our
common stock having a market value of two times the exercise price of the right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of our common stock, our board of directors may exchange the rights
(other than rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one share of our common stock, or
one ten-thousandth of a share of Series A Junior Participating Preferred Stock
(or of a share of a class or series of our preferred stock having equivalent
rights, preferences and privileges), per right (subject to adjustment).
At any time prior to the distribution date, our board of directors may
redeem the rights, in whole but not in part, at a price of $.01 per right.
Immediately upon any such redemption, the right to exercise the rights will
terminate and the only right of the holders of rights will be to receive the
redemption price.
PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
Certain provisions of our charter, by-laws and the DGCL may delay or prevent
any transaction involving us that might result in a change of control.
12
Fair Price Provision. With certain exceptions, in the event a person,
corporation or other entity owns 10% or more of our stock entitled to vote, a
majority of the outstanding shares of our capital stock not so owned is required
to authorize (i) any merger or consolidation of us with or into such
corporation, (ii) any sale, lease, exchange or other disposition of all or a
substantial part of our assets to or with such person, corporation or other
entity or (iii) issuances and transfers of our securities to such person,
corporation or other entity for assets and/or securities with a value of at
least $5 million or for cash.
Board of Directors. Our board of directors, when evaluating any offer of
another party to make a tender or exchange offer for our equity securities,
merge or consolidate with us, purchase or otherwise acquire all or substantially
all of our assets, shall, in connection with the exercise of its judgment in
determining what is in the best interests of us and our stockholders, give due
consideration to all relevant factors, including the social and economic effects
on our employees, customers, suppliers and other constituents and on the
communities in which we operate or are located.
Our charter also provides that directors may be removed without cause only
by the holders of two-thirds of the shares of our capital stock then entitled to
vote on the election of directors.
Amendments to the Charter. The sections of our charter relating to the fair
price and director removal provisions described above, as well as those relating
to elimination of director liability, indemnification of directors and the
ability of our board of directors to amend the by-laws, may only be repealed or
amended with the approval of the holders of two-thirds of the outstanding shares
of each class of our capital stock entitled to vote thereon as a class.
Business Combinations. We are subject to Section 203 of the DGCL which
restricts a wide range of transactions ("business combinations") between a
corporation and an interested stockholder. An "interested stockholder" is,
generally, any person who beneficially owns, directly or indirectly, 15% or more
of the corporation's outstanding voting stock. Business combinations are broadly
defined to include (i) mergers or consolidations with, (ii) sales or other
dispositions of more than 10% of the corporation's assets to, (iii) certain
transactions resulting in the issuance or transfer of any stock of the
corporation or any subsidiary to, (iv) certain transactions resulting in an
increase in the proportionate share of stock of the corporation or any
subsidiary owned by, or (v) receipt of the benefit (other than proportionately
as a stockholder) of any loans, advances or other financial benefits by an
interested stockholder. Section 203 provides that an interested stockholder may
not engage in a business combination with the corporation for a period of three
years from the time of becoming an interested stockholder unless (a) the board
of directors approved either the business combination or the transaction which
resulted in the person becoming an interested stockholder prior to the time that
person became an interested stockholder; (b) upon consummation of the
transaction which resulted in the person becoming an interested stockholder,
that person owned at least 85% of the corporation's voting stock (excluding
shares owned by persons who are directors and also officers and shares owned by
certain employee stock plans); or (c) the business combination is approved by
the board of directors and authorized by the affirmative vote of at least
66 2/3% of the outstanding voting stock not owned by the interested stockholder.
Future Issuances of Preferred Stock. We are not required to seek stockholder
approval prior to designating any future series of preferred stock. Our board of
directors could issue preferred stock in one or more transactions with terms
which might make the acquisition of control of our company more difficult or
costly.
TRANSFER AGENT
The transfer agent for our common stock is EquiServe Trust Company, N.A.,
Jersey City, New Jersey.
13
DESCRIPTION OF PREFERRED STOCK
This section summarizes the general terms of the preferred stock that we may
offer. The prospectus supplement relating to a particular series of preferred
stock will describe the specific terms of that series, which may be in addition
to or different from the general terms summarized in this section. The summaries
in this section and the prospectus supplement do not describe every aspect of
the preferred stock. If any particular terms of a series of preferred stock
described in a prospectus supplement differ from any of the terms described in
this prospectus, then the terms described in the applicable prospectus
supplement will be deemed to supersede the terms described in this prospectus.
When evaluating the preferred stock, you also should refer to all of the
provisions of our charter, the applicable certificate of designation for the
offered series of preferred stock and the DGCL. The applicable certificate of
designation will be filed as an exhibit to or incorporated by reference in the
registration statement.
GENERAL
Our board of directors is authorized to issue shares of preferred stock, in
one or more series or classes, and to fix for each series voting powers and
those preferences and relative, participating, optional or other special rights
and those qualifications, limitations or restrictions as are permitted by the
DGCL.
Our board of directors is authorized to determine the terms for each series
of preferred stock, and the prospectus supplement will describe the terms of any
series of preferred stock being offered, including:
o the designation of the shares and the number of shares that constitute
the series;
o the dividend rate (or the method of calculation thereof), if any, on the
shares of the series and the priority as to payment of dividends with
respect to other classes or series of our capital stock;
o the dividend periods (or the method of calculation thereof);
o the voting rights of the shares;
o the liquidation preference and the priority as to payment of the
liquidation preference with respect to other classes or series of our
capital stock and any other rights of the shares of the series upon our
liquidation or winding up;
o whether or not and on what terms the shares of the series will be subject
to redemption or repurchase at our option;
o whether and on what terms the shares of the series will be convertible
into or exchangeable for other securities;
o whether depositary shares representing shares of the series of preferred
stock will be offered and, if so, the fraction of a share of the series
of preferred stock represented by each depositary share (see "Description
of Depositary Shares" below);
o whether the shares of the series of preferred stock will be listed on a
securities exchange;
o any special United States federal income tax considerations applicable to
the series; and
o the other rights and privileges and any qualifications, limitations or
restrictions of the rights or privileges of the series.
DIVIDENDS
Holders of shares of preferred stock will be entitled to receive, when and
as declared by our board of directors, dividends payable at the dates and at the
rates, if any, per share per annum as set forth in the applicable prospectus
supplement.
Unless otherwise set forth in the applicable prospectus supplement, each
series of preferred stock will rank junior as to dividends to any preferred
stock that may be issued in the future that is expressly senior as to dividends
to that preferred stock. If we should fail at any time to pay
14
accrued dividends on any senior shares at the time the dividends are payable, we
may not pay any dividend on the junior preferred stock or redeem or otherwise
repurchase shares of junior preferred stock until the accumulated but unpaid
dividends on the senior shares have been paid or set aside for payment in full
by us.
Unless otherwise set forth in the applicable prospectus supplement, no
dividends (other than in common stock or other capital stock ranking junior to
the preferred stock of any series as to dividends and upon liquidation) may be
declared or paid or set aside for payment, nor may any other distribution be
declared or made upon the common stock, or any of our other capital stock
ranking junior to or on a parity with the preferred stock of that series as to
dividends, nor may any common stock or any of our other capital stock ranking
junior to or on a parity with the preferred stock of that series as to dividends
be redeemed, purchased or otherwise acquired for any consideration (or any
monies be paid to or made available for a sinking fund for the redemption of any
shares of any of that stock) by us (except by conversion into or exchange for
other capital stock of ours ranking junior to the preferred stock of that series
as to dividends) unless (i) if that series of preferred stock has a cumulative
dividend, full cumulative dividends on the preferred stock of that series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for all past dividend periods and the then
current dividend period and (ii) if such series of preferred stock does not have
a cumulative dividend, full dividends on the preferred stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for the then current dividend
period. However, any monies deposited in any sinking fund with respect to any
preferred stock in compliance with the provisions of the sinking fund may be
applied to the purchase or redemption of that preferred stock in accordance with
the terms of the sinking fund, regardless of whether at the time of the
application full dividends, including cumulative dividends, upon shares of the
preferred stock outstanding on the last dividend payment date have been paid or
declared and set apart for payment. In addition, any junior or parity preferred
stock or common stock may be converted into or exchanged for our stock ranking
junior to the preferred stock as to dividends.
The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period will be computed on the basis of a
360-day year of twelve 30-day months, unless otherwise set forth in the
applicable prospectus supplement. Accrued but unpaid dividends will not bear
interest, unless otherwise set forth in the applicable prospectus supplement.
CONVERTIBILITY
No series of preferred stock will be convertible into, or exchangeable for,
other securities or property except as set forth in the applicable prospectus
supplement.
REDEMPTION AND SINKING FUND
No series of preferred stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the applicable prospectus supplement.
LIQUIDATION RIGHTS
Unless otherwise set forth in the applicable prospectus supplement, in the
event of our liquidation, dissolution or winding up, the holders of shares of
each series of preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is
made to holders of (i) any other shares of preferred stock ranking junior to
that series of preferred stock as to rights upon liquidation, dissolution or
winding up and (ii) shares of common stock, liquidating distributions per share
in the amount of the liquidation preference specified in the applicable
prospectus supplement for that series of preferred stock plus any dividends
accrued and accumulated but unpaid to the date of final distribution; but the
holders of each series of preferred stock will not be entitled to receive the
liquidating distribution of, plus such dividends on, those shares until the
liquidation preference of any shares of our capital stock
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ranking senior to that series of the preferred stock as to the rights upon
liquidation, dissolution or winding up will have been paid (or a sum set aside
therefor sufficient to provide for payment) in full. If upon our liquidation,
dissolution or winding up, the amounts payable with respect to the preferred
stock, and any other preferred stock ranking as to any distribution on a parity
with the preferred stock are not paid in full, then the holders of the preferred
stock and the other parity preferred stock will share ratably in any
distribution of assets in proportion to the full respective preferential amount
to which they are entitled. Unless otherwise specified in a prospectus
supplement for a series of preferred stock, after payment of the full amount of
the liquidating distribution to which they are entitled, the holders of shares
of preferred stock will not be entitled to any further participation in any
distribution of our assets. Neither a consolidation or merger of us with another
corporation nor a sale of securities will be considered a liquidation,
dissolution or winding up of us.
VOTING RIGHTS
The holders of each series or class of preferred stock we may issue will
have no voting rights, except as required by law and as described below or in
the applicable prospectus supplement. Our board of directors may, upon issuance
of a series or class of preferred stock, grant voting rights to the holders of
that series or class to elect additional board members if we fail to pay
dividends in a timely fashion.
Without the affirmative vote of a majority of the shares of any class of
preferred stock then outstanding, we may not:
o increase or decrease the aggregate number of authorized shares of that
class;
o increase or decrease the par value of the shares of that class; or
o alter or change the powers, preferences or special rights of the shares of
that class so as to affect them adversely.
If the amendment would adversely alter or change the powers, preferences or
special rights of one or more series of a class of preferred stock, but not the
entire class, then only the shares of the affected series will have the right to
vote on the amendment.
MISCELLANEOUS
The holders of our preferred stock will have no preemptive rights. All
shares of preferred stock being offered by the applicable prospectus supplement
will be fully paid and not liable to further calls or assessment by us. If we
should redeem or otherwise reacquire shares of our preferred stock, then these
shares will resume the status of authorized and unissued shares of preferred
stock undesignated as to series, and will be available for subsequent issuance.
NO OTHER RIGHTS
The shares of a series of preferred stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable prospectus supplement, our
charter or the applicable certificate of designation or as otherwise required by
law.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for each series of preferred stock will be
designated in the applicable prospectus supplement.
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DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may, at our option, elect to offer fractional shares rather than full
shares of the preferred stock of a series. In the event that we exercise this
option, we will issue receipts for depositary shares, each of which will
represent a fraction (to be set forth in the prospectus supplement relating to a
particular series of preferred stock) of a share of a particular series of
preferred stock as described below.
The shares of any series of preferred stock represented by depositary shares
will be deposited under one or more deposit agreements among us, a depositary to
be named in the applicable prospectus supplement, and the holders from time to
time of depositary receipts issued thereunder. Subject to the terms of the
applicable deposit agreement, each holder of a depositary share will be
entitled, in proportion to the applicable fraction of a share of preferred stock
represented by the depositary share, to all the rights and preferences of the
preferred stock represented thereby (including, as applicable, dividend, voting,
redemption, subscription and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of the related series of
preferred stock.
This section summarizes the general terms of the depositary shares that we
may offer. The prospectus supplement relating to the depositary shares will
describe the specific terms of the depositary shares which may be in addition to
or different from the general terms summarized in this section. If any
particular terms of the depositary shares or the deposit agreement described in
a prospectus supplement differ from any of the terms described below, then the
terms described below will be deemed to have been superseded by that prospectus
supplement. When evaluating the depositary shares and preferred stock, you also
should refer to the applicable deposit agreement and depositary receipt. The
applicable deposit agreement and depositary receipt will be filed as exhibits to
the registration statement or incorporated by reference in the registration
statement.
Immediately following our issuance of shares of a series of preferred stock
that will be offered as fractional shares, we will deposit the shares with the
depositary, which will then issue and deliver the depositary receipts to the
purchasers thereof. Depositary receipts will only be issued evidencing whole
depositary shares. A depositary receipt may evidence any number of whole
depositary shares.
Pending the preparation of definitive depositary receipts, the depositary
may, upon our written order, issue temporary depositary receipts substantially
identical to (and entitling the holders thereof to all the rights pertaining to)
the definitive depositary receipts but not in definitive form. Definitive
depositary receipts will be prepared thereafter without unreasonable delay, and
such temporary depositary receipts will be exchangeable for definitive
depositary receipts at our expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all dividends or other distributions received
in respect of the related series of preferred stock to the record holders of
depositary shares relating to the series of preferred stock in proportion to the
number of the depositary shares owned by the holders.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto in proportion to the number of depositary shares owned by the
holders, unless the depositary determines that the distribution cannot be made
proportionately among the holders or that it is not feasible to make the
distributions, in which case the depositary may, with our approval, adopt any
method it deems equitable and practicable for the purpose of effecting the
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at the place or places and upon
those terms as it may deem proper.
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REDEMPTION OF DEPOSITARY SHARES
If any series of the preferred stock underlying the depositary shares is
subject to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from any redemption, in whole or in part,
of the series of the preferred stock held by the depositary. The redemption
price per depositary share will be equal to the applicable fraction of the
redemption price per share payable with respect to the series of the preferred
stock. If we redeem shares of a series of preferred stock held by the
depositary, the depositary will redeem as of the same redemption date the number
of depositary shares representing the shares of preferred stock so redeemed. If
less than all of the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected by lot or substantially equivalent method
determined by the depositary.
After the date fixed for redemption, the depositary shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
monies payable upon redemption and any money or other property to which the
holders of the depositary shares were entitled upon such redemption, upon
surrender to the depositary of the depositary receipts evidencing the depositary
shares. Any funds deposited by us with the depositary for any depositary shares
that the holders thereof fail to redeem will be returned to us after a period of
two years from the date the funds are so deposited.
VOTING THE UNDERLYING PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any series of
the preferred stock are entitled to vote, the depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary shares relating to the series of preferred stock. Each record holder
of the depositary shares on the record date (which will be the same date as the
record date for the related series of preferred stock) will be entitled to
instruct the depositary as to the exercise of the voting rights pertaining to
the number of shares of the series of preferred stock represented by that
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote or cause to be voted the number of shares of preferred
stock represented by the depositary shares in accordance with the instructions,
provided the depositary receives the instructions sufficiently in advance of the
meeting to enable it to so vote or cause to be voted the shares of preferred
stock, and we will agree to take all reasonable action that may be deemed
necessary by the depositary in order to enable the depositary to do so. The
depositary will abstain from voting shares of the preferred stock to the extent
it does not receive specific instructions from the holders of depositary shares
representing the preferred stock.
WITHDRAWAL OF STOCK
Upon surrender of the depositary receipts at the corporate trust office of
the depositary and upon payment of the taxes, charges and fees provided for in
the deposit agreement and subject to the terms thereof, the holder of the
depositary shares evidenced thereby is entitled to delivery at such office, to
or upon his or her order, of the number of whole shares of the related series of
preferred stock and any money or other property, if any, represented by the
depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related series of preferred stock, but holders of the whole
shares of preferred stock will not thereafter be entitled to deposit the shares
of preferred stock with the depositary or to receive depositary shares therefor.
If the depositary receipts delivered by the holder evidence a number of
depositary shares in excess of the number of depositary shares representing the
number of whole shares of the related series of preferred stock to be withdrawn,
the depositary will deliver to the holder upon his or her order at the same time
a new depositary receipt evidencing the excess number of depositary shares.
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AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares of any
series and any provision of the applicable deposit agreement may at any time and
from time to time be amended by agreement between us and the depositary.
However, any amendment that materially adversely alters the rights of the
holders of depositary shares of any series will not be effective unless the
amendment has been approved by the holders of at least a majority of the
depositary shares of the series then outstanding. Every holder of a depositary
receipt at the time the amendment becomes effective will be deemed, by
continuing to hold the depositary receipt, to be bound by the deposit agreement
as so amended. Notwithstanding the foregoing, in no event may any amendment
impair the right of any holder of any depositary shares, upon surrender of the
depositary receipts evidencing the depositary shares and subject to any
conditions specified in the deposit agreement, to receive shares of the related
series of preferred stock and any money or other property represented thereby,
except in order to comply with mandatory provisions of applicable law. The
deposit agreement may be terminated by us at any time upon not less than 60 days
prior written notice to the depositary, in which case, on a date that is not
later than 30 days after the date of the notice, the depositary shall deliver or
make available for delivery to holders of depositary shares, upon surrender of
the depositary receipts evidencing the depositary shares, the number of whole or
fractional shares of the related series of preferred stock as are represented by
the depositary shares. The deposit agreement shall automatically terminate after
all outstanding depositary shares have been redeemed or there has been a final
distribution in respect of the related series of preferred stock in connection
with any liquidation, dissolution or winding up of us and the distribution has
been distributed to the holders of depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and the governmental charges
arising solely from the existence of the depositary arrangements. We will pay
the charges of the depositary, including charges in connection with the initial
deposit of the related series of preferred stock and the initial issuance of the
depositary shares and all withdrawals of shares of the related series of
preferred stock, except that holders of depositary shares will pay transfer and
other taxes and governmental charges and any other charges as are expressly
provided in the deposit agreement to be for their accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to us written notice of
its election to do so, and we may at any time remove the depositary. Any
resignation or removal is to take effect upon the appointment of a successor
depositary, which successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
MISCELLANEOUS
The depositary will forward to the holders of depositary shares all reports
and communications from us that are delivered to the depositary and which we are
required to furnish to the holders of the related preferred stock.
The depositary's corporate trust office will be identified in the applicable
prospectus supplement. Unless otherwise set forth in the applicable prospectus
supplement, the depositary will act as transfer agent and registrar for
depositary receipts and if shares of a series of preferred stock are redeemable,
the depositary also will act as redemption agent for the corresponding
depositary receipts.
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DESCRIPTION OF DEBT SECURITIES
We may issue debt securities either separately, or together with, or upon
the conversion of or in exchange for, other securities. The debt securities may
be our unsubordinated obligations, which we refer to as "senior debt
securities," or our subordinated obligations, which we refer to as "subordinated
debt securities." The subordinated debt securities of any series may be our
senior subordinated obligations, subordinated obligations, junior subordinated
obligations or may have such other ranking as will be described in the relevant
prospectus supplement. We may issue any of these types of debt securities in one
or more series.
Our senior debt securities may be issued from time to time under a senior
debt securities indenture. Our subordinated debt securities may be issued from
time to time under a subordinated debt securities indenture. Each of the senior
debt securities indenture and the subordinated debt securities indenture is
referred to individually as an "indenture" and they are referred to collectively
as the "indentures." Each trustee is referred to individually as a "trustee" and
the trustees are collectively referred to as the "trustees."
This section summarizes selected terms of the debt securities that we may
offer. The applicable prospectus supplement and the form of applicable indenture
relating to any particular debt securities offered will describe the specific
terms of that series, which may be in addition to or different from the general
terms summarized in this section. If any particular terms of the debt securities
described in a prospectus supplement differ from any of the terms described in
this prospectus, then the terms described in the applicable prospectus
supplement will supersede the terms described in this prospectus. The following
summary and any description of our debt securities contained in an applicable
prospectus supplement do not describe every aspect of the applicable indenture
or the debt securities. When evaluating the debt securities, you also should
refer to all provisions of the applicable indenture and the debt securities. The
forms of indentures have been filed as exhibits to the registration statement of
which this prospectus is a part. When we refer to "Omnicare," "we," "us" or
"our" in this section or when we otherwise refer to ourselves in this section,
we mean Omnicare, Inc., excluding, unless otherwise expressly stated or the
context requires, our subsidiaries.
GENERAL
We can issue an unlimited amount of debt securities under the indentures.
However, certain of our existing or future debt agreements may limit the amount
of debt securities we may issue. We can issue debt securities from time to time
and in one or more series as determined by us. In addition, we can issue debt
securities of any series with terms different from the terms of debt securities
of any other series and the terms of particular debt securities within any
series may differ from each other, all without the consent of the holders of
previously issued series of debt securities.
The applicable prospectus supplement relating to the series of debt
securities will describe the specific terms of the debt securities being
offered, including, where applicable, the following:
o the title and series designation of the series of debt securities and
whether the debt securities of the series will be senior debt securities
or subordinated debt securities;
o any limit on the aggregate principal amount of debt securities of the
series;
o the price or prices at which the debt securities of the series will be
issued;
o whether the debt securities of the series will be guaranteed and the
terms of any such guarantees;
o the date or dates on which the principal amount and premium, if any, are
payable;
o the interest rate or rates or the method for calculating the interest
rate, which may be fixed or variable, at which the debt securities of the
series will bear interest, if any, the date or dates from which interest
will accrue and the interest payment date on which interest will be
payable, subject to our right, if any, to defer or extend an interest
payment date and the duration of that deferral or extension;
20
o the date or dates on which interest, if any, will be payable and the
record dates for payment of interest;
o the place or places where the principal and premium, if any, and
interest, if any, will be payable and where the debt securities of the
series can be surrendered for transfer, conversion or exchange;
o our right, if any, to redeem the debt securities and the terms and
conditions upon which the debt securities of the series may be redeemed,
in whole or in part;
o any mandatory or optional sinking fund or analogous provisions;
o if the debt securities of the series will be secured, any provisions
relating to the security provided;
o whether the debt securities of the series are convertible or exchangeable
into other debt or equity securities, and, if so, the terms and
conditions upon which such conversion or exchange will be effected;
o whether any portion of the principal amount of the debt securities of the
series will be payable upon declaration or acceleration of the maturity
thereof pursuant to an event of default;
o whether the debt securities of the series, in whole or any specified
part, will not be defeasible pursuant to the applicable indenture and, if
other than by an officers' certificate, the manner in which any election
by us to defease the debt securities of the series will be evidenced;
o any deletions from, modifications of or additions to the events of
default or our covenants pertaining to the debt securities of the series;
o if other than U.S. dollars, the currency or currencies, including
composite currencies, of payment of principal of, premium, if any, and
interest, if any, on the debt securities of the series and whether the
debt securities of the series may be satisfied and discharged other than
as provided in the applicable indenture;
o any terms applicable to debt securities of any series issued at an issue
price below their stated principal amount, including the issue price
thereof and the rate or rates at which the original issue discount will
accrue;
o whether the debt securities of the series are to be issued or delivered
(whether at the time of original issuance or at the time of exchange of
a temporary security of such series or otherwise), or any installment of
principal or any premium or interest is to be payable only, upon receipt
of certificates or other documents or satisfaction of other conditions in
addition to those specified in the applicable indenture;
o whether the debt securities of the series are to be issued in fully
registered form without coupons or are to be issued in the form of one or
more global securities in temporary global form or permanent global form;
o whether the debt securities of the series are to be issued in registered
or bearer form, the terms and conditions relating the applicable form,
including, but not limited to, tax compliance, registration and transfer
procedures and, if in registered form, the denominations in which we will
issue the registered securities if other than $1,000 or a multiple
thereof and, if in bearer form, the denominations in which we will issue
the bearer securities;
o any special United States federal income tax considerations applicable to
the debt securities of the series;
o any addition to or change in the covenants set forth in the indenture
which apply to the debt securities of the series; and
o any other terms of the debt securities of the series not inconsistent
with the provisions of the applicable indenture.
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The prospectus supplement relating to any series of subordinated debt
securities being offered also will describe the subordination provisions
applicable to that series, if different from the subordination provisions
described in this prospectus. In addition, the prospectus supplement relating to
a series of subordinated debt will describe our rights, if any, to defer
payments of interest on the subordinated debt securities by extending the
interest payment period.
Debt securities may be issued as original issue discount securities to be
sold at a discount below their principal amount or at a premium above their
principal amount. In the event of an acceleration of the maturity of any
original issue discount security, the amount payable to the holder upon
acceleration will be determined in the manner described in the applicable
prospectus supplement.
The above is not intended to be an exclusive list of the terms that may be
applicable to any debt securities and we are not limited in any respect in our
ability to issue debt securities with terms different from or in addition to
those described above or elsewhere in this prospectus, provided that the terms
are not inconsistent with the applicable indenture. Any applicable prospectus
supplement also will describe any special provisions for the payment of
additional amounts with respect to the debt securities.
GUARANTEES
Debt securities may be guaranteed by certain of our domestic subsidiaries,
if so provided in the applicable prospectus supplement. The prospectus
supplement will describe the terms of any guarantees, including, among other
things, the method for determining the identity of the guarantors and the
conditions under which guarantees will be added or released. Any guarantees will
be joint and several obligations of the guarantors. The obligations of each
guarantor under its guarantee will be limited as necessary to prevent that
guarantee from constituting a fraudulent conveyance or fraudulent transfer under
applicable law.
SUBORDINATION PROVISIONS RELATING TO SUBORDINATED DEBT
Debt securities may be subject to contractual subordination provisions
contained in the subordinated debt securities indenture. These subordination
provisions may prohibit us from making payments on the subordinated debt
securities in certain circumstances before a defined class of "senior
indebtedness" is paid in full or during certain periods when a payment or other
default exists with respect to certain senior indebtedness. If we issue
subordinated debt securities, the applicable prospectus supplement relating to
the subordinated debt securities will include a description of the subordination
provisions and the definition of senior indebtedness that apply to the
subordinated debt securities.
If the trustee under the subordinated debt indenture or any holder of the
series of subordinated debt securities receives any payment or distribution that
is prohibited under the subordination provisions, then the trustee or the
holders will have to repay that money to the holders of senior indebtedness.
Even if the subordination provisions prevent us from making any payment when
due on the subordinated debt securities of any series, we will be in default on
our obligations under that series if we do not make the payment when due. This
means that the trustee under the subordinated debt indenture and the holders of
that series can take action against us, but they will not receive any money
until the claims of the holders of senior indebtedness have been fully
satisfied.
Unless otherwise indicated in an applicable prospectus, if any series of
subordinated debt securities is guaranteed by certain of our subsidiaries, then
the guarantee will be subordinated to the senior indebtedness of such guarantor
to the same extent as the subordinated debt securities are subordinated to the
senior indebtedness.
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CONVERSION AND EXCHANGE RIGHTS
The debt securities of a series may be convertible into or exchangeable for
any of our other securities, if at all, according to the terms and conditions of
an applicable prospectus supplement. Such terms will include the conversion or
exchange price and any adjustments thereto, the conversion or exchange period,
provisions as to whether conversion or exchange will be mandatory, at our option
or at the option of the holders of that series of debt securities and provisions
affecting conversion or exchange in the event of the redemption of that series
of debt securities.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
The debt securities of a series may be issued as registered securities, as
bearer securities (with or without coupons attached) or as both registered
securities and bearer securities. Debt securities of a series may be issuable in
whole or in part in the form of one or more global debt securities, as described
below under "Global Debt Securities."
Unless otherwise indicated in an applicable prospectus supplement,
registered securities will be issuable in denominations of $1,000 and integral
multiples thereof.
Registered securities of any series will be exchangeable for other
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Debt securities may be presented
for exchange as provided above, and unless otherwise indicated in an applicable
prospectus supplement, registered securities may be presented for registration
of transfer, at the office or agency designated by us as registrar or
co-registrar with respect to any series of debt securities, without service
charge and upon payment of any taxes, assessments or other governmental charges
as described in the applicable indenture. The transfer or exchange will be
effected on the books of the registrar or any other transfer agent appointed by
us upon the registrar or transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request. We
intend to initially ap point the trustee as registrar and the name of any
different or additional registrar designated by us with respect to the debt
securities of any series will be included in the applicable prospectus
supplement. If a prospectus supplement refers to any transfer agents (in
addition to the registrar) designated by us with respect to any series of debt
securities, we may at any time rescind the designation of any transfer agent or
approve a change in the location through which any transfer agent acts, except
that, if debt securities of a series are issuable only as registered securities,
we will be required to maintain a transfer agent in each place of payment for
that series. We may at any time designate additional transfer agents with
respect to any series of debt securities.
In the event of any redemption of debt securities of any series, we will not
be required to (i) issue, register the transfer of or exchange debt securities
of that series during a period beginning at the opening of business 15 days
before any selection of debt securities of that series to be redeemed and ending
at the close of business on the day of mailing of the relevant notice of
redemption and (ii) register the transfer of or exchange any registered
security, or portion thereof, called for redemption, except the unredeemed
portion of any registered security being redeemed in part.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable prospectus supplement, payment
of principal of, premium, if any, and interest, if any, on registered securities
will be made at the office of the paying agent or paying agents designated by us
from time to time, except that at our option, payment of principal and premium,
if any, or interest also may be made by wire transfer to an account maintained
by the payee. Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on registered securities will be made to
the person in whose name the registered security is registered at the close of
business on the regular record date for the interest payment.
Unless otherwise indicated in an applicable prospectus supplement, the
trustee will be designated as our sole paying agent for payments with respect to
debt securities which are issuable
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solely as registered securities. Any paying agents outside the United States and
any other paying agents in the United States initially designated by us for any
series of debt securities will be named in an applicable prospectus supplement.
We may at any time designate additional paying agents or rescind the designation
of any paying agent or approve a change in the office through which any paying
agent acts, except that, if debt securities of a series are issuable only as
registered securities, we will be required to maintain a paying agent in each
place of payment for that series.
All monies paid by us to a paying agent for the payment of principal of,
premium, if any, or interest, if any, on any debt security which remains
unclaimed at the end of two years after that principal or interest will have
become due and payable will be repaid to us, and the holder of the debt security
or any coupon will thereafter look only to us for payment of those amounts.
GLOBAL DEBT SECURITIES
The debt securities of a series may be issued in whole or in part in global
form. A global debt security will be deposited with, or on behalf of, a
depositary, which will be identified in an applicable prospectus supplement. A
global debt security may be issued in either registered or bearer form and in
either temporary or permanent form. A global debt security may not be
transferred except as a whole to the depositary for the debt security or to a
nominee or successor of the depositary. If any debt securities of a series are
issuable in global form, the applicable prospectus supplement will describe the
circumstances, if any, under which beneficial owners of interests in a global
debt security may exchange their interests for definitive debt securities of
that series of like tenor and principal amount in any authorized form and
denomination, the manner of payment of principal of, premium, if any, and
interest, if any, on the global debt securities and the specific terms of the
depositary arrangement with respect to any global debt security.
COVENANTS
Reports. Except as otherwise set forth in an applicable prospectus
supplement, so long as any debt securities of a series are outstanding, we will
furnish to the holders of debt securities of that series, within the time
periods specified in the rules and regulations of the Securities and Exchange
Commission, or SEC, (a) our reports on Forms 10-Q and 10-K, including a
Management's Discussion and Analysis of Financial Condition and Results of
Operations and, with respect to the annual information only, a report on the
audited financial statements by our certified independent accountants and (b)
all current reports on Form 8-K.
We also will file a copy of all of the information and reports referred to
in clauses (a) and (b) above with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request.
Any additional covenants with respect to any series of debt securities will
be set forth in the applicable prospectus supplement. Unless otherwise indicated
in an applicable prospectus supplement, the indentures do not include covenants
restricting our ability to enter into a highly leveraged transaction, including
a reorganization, restructuring, merger or similar transaction involving us that
may adversely affect the holders of the debt securities, if the transaction is a
permissible consolidation, merger or similar transaction. In addition, unless
otherwise specified in an applicable prospectus supplement, the indentures do
not afford the holders of the debt securities the right to require us to
repurchase or redeem the debt securities in the event of a highly leveraged
transaction. See "Merger, Consolidation and Sale of Assets."
MERGER, CONSOLIDATION AND SALE OF ASSETS
Except as otherwise set forth in an applicable prospectus supplement, we may
not, directly or indirectly, (i) consolidate with or merge into any other person
(whether or not we are the surviving corporation) or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of our
properties and assets, unless (a) either (x) we are the continuing
24
corporation, or (y) the person formed by or surviving any such consolidation or
merger (if other than us) or to which such sale, assignment, transfer,
conveyance or disposition will have been made is a corporation organized and
existing under the laws of the United States, any state thereof or the District
of Columbia and that person assumes all of our obligations under the debt
securities of such series and the indenture relating thereto pursuant to
agreements reasonably satisfactory to the applicable trustee; and (b) any other
conditions specified in the applicable prospectus supplement.
In addition, we may not, directly or indirectly, lease all or substantially
all of our properties or assets in one or more related transactions to any other
person. This "Merger, Consolidation and Sale of Assets" covenant will not apply
to a sale, assignment, transfer, conveyance or other disposition of assets
between or among us and any guarantors, if applicable.
EVENTS OF DEFAULT AND REMEDIES
Under each indenture, unless otherwise specified with respect to a series of
debt securities, the following events will constitute an event of default with
respect to any series of debt securities:
o default for 30 days in the payment when due of any interest on any debt
securities of that series;
o default in payment when due of the principal of, or premium, if any, on
any debt security of that series;
o failure to comply with the provisions described under the caption
"Merger, Consolidation or Sale of Assets;"
o failure for 60 days after notice to comply with any of the other
agreements in the indenture;
o except as permitted by the indenture, if debt securities of a series are
guaranteed, any guarantee shall be held in any final, non-appealable
judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any guarantor, or any person
acting on behalf of any guarantor, shall deny, or disaffirm its
obligations under its guarantee (unless such guarantor could be released
from its guarantee in accordance with the applicable terms of the
indenture);
o certain events of bankruptcy or insolvency described in the indenture
with respect to us or any of our Significant Subsidiaries; and
o any other event of default applicable to the series of debt securities
and set forth in the applicable prospectus supplement.
Each indenture provides that in the case of an event of default arising from
certain events of bankruptcy or insolvency relating to us with respect to a
series of debt securities, all outstanding debt securities of that series will
become due and payable immediately without further action or notice. If any
other event of default occurs and is continuing, the trustee or the holders of
at least 25% in principal amount of the then outstanding debt securities of that
series may declare all the debt securities of that series to be due and payable
immediately.
Holders of the debt securities of a series may not enforce the indenture or
the debt securities of that series except as provided in the indenture. Subject
to certain limitations, holders of a majority in principal amount of the then
outstanding debt securities of a series may direct the trustee in its exercise
of any trust or power. The trustee may withhold from holders of the debt
securities of a series notice of any continuing default or event of default if
it determines that withholding notice is in their interest, except a default or
event of default relating to the payment of principal or interest.
Each indenture provides that we are required to deliver to the trustee
annually a statement regarding compliance with the indenture. Upon becoming
aware of any default or event of default, we are required to deliver to the
trustee a statement specifying such default or event of default.
The holders of a majority in aggregate principal amount of the debt
securities of a series then outstanding by notice to the trustee may on behalf
of the holders of all of the debt securities of
25
that series waive any existing default or event of default and its consequences
under the indenture except a continuing default or event of default in the
payment of interest or premium on, or the principal of, the debt securities of
that series.
Such limitations do not apply, however, to a suit instituted by a holder of
any debt security for the enforcement of the payment of the principal of,
premium, if any, and interest in respect of a debt security on the date
specified for payment in the debt security. Unless otherwise specified with
respect to a series of debt securities, the holders of at least a majority in
aggregate principal amount of the then outstanding debt securities of that
series may, on behalf of the holders of the debt securities of any series, waive
any past defaults under the applicable indenture, other than (i) a default in
any payment of the principal of, and premium, if any, or interest on, any debt
security of the series or (ii) any default in respect of the covenants or
provisions in the applicable indenture which may not be modified without the
consent of the holder of each outstanding debt security of the series affected.
For purposes of this section, "Significant Subsidiary" means any subsidiary
that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the date hereof.
AMENDMENT, SUPPLEMENT AND WAIVER
Each indenture permits us and the applicable trustee, with the consent of
the holders of at least a majority in aggregate principal amount of the
outstanding debt securities of the series affected by the supplemental
indenture, to execute a supplemental indenture to add provisions to, or change
in any manner or eliminate any provisions of, the indenture with respect to that
series of debt securities or modify in any manner the rights of the holders of
the debt securities of that series and any related coupons under the applicable
indenture. However, the supplemental indenture will not, without the consent of
the holder of each outstanding debt security of that series affected thereby:
o change the stated maturity of the principal of, or any installment of
principal or interest on, the debt securities of that series or any
premium payable upon redemption thereof;
o reduce the principal amount of, or premium, if any, or the rate of
interest on, the debt securities of that series;
o change the place or currency of payment of principal and premium, if any,
or interest, if any, on the debt securities of that series;
o impair the right to institute suit for the enforcement of any payment
after the stated maturity date on any debt securities of that series, or
in the case of redemption, on or after the redemption date;
o reduce the principal amount of outstanding debt securities of that series
necessary to modify or amend or waive compliance with any provisions of
the indenture;
o release any applicable guarantor from any of its obligations under its
guarantee or the indenture, except in accordance with the indenture;
o modify the foregoing amendment and waiver provisions, except (i) to
increase the percentage in principal amount of outstanding debt
securities of any series necessary for such actions or (ii) to provide
that certain other provisions of the indenture cannot be modified or
waived without the consent of the holder of each debt security of a
series affected thereby; and
o change such other matters as may be specified in an applicable prospectus
supplement for any series of debt securities.
The indentures also permit us, the guarantors, if any, and the applicable
trustee to execute a supplemental indenture without the consent of the holders
of the debt securities:
o to cure any ambiguity, defect or inconsistency;
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o to provide for uncertificated debt securities in addition to or in place
of certificated debt securities;
o to provide for the assumption of our obligations or, if applicable, a
guarantor's obligations to holders of debt securities of a series in the
case of a merger or consolidation or sale of all or substantially all of
our assets or, if applicable, a guarantor's assets;
o to make any change that would provide any additional rights or benefits
to the holders of debt securities of a series or that does not adversely
affect the legal rights under the indenture of any such holder;
o to comply with the requirements of SEC in order to effect or maintain the
qualification of the indenture under the Trust Indenture Act;
o to add a guarantor under the indenture;
o to evidence and provide the acceptance of the appointment of a successor
trustee under the applicable indenture;
o to mortgage, pledge, hypothecate or grant a security interest in favor of
the trustee for the benefit of the holders of debt securities of any
series as additional security for the payment and performance of our or
any applicable guarantor's obligations under the applicable indenture,
in any property or assets;
o to add to, change or eliminate any provisions of the applicable indenture
(which addition, change or elimination may apply to one or more series of
debt securities), provided that, any such addition, change or elimination
(A) shall neither (i) apply to any debt security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the holders of
such debt securities with respect to such provisions or (B) shall become
effective only when there is no such outstanding debt securities of such
series; and
o to establish the form and terms of debt securities of any series as
permitted by the indenture.
The holders of a majority in principal amount of outstanding debt securities
of any series may waive compliance with certain restrictive covenants and
provisions of the applicable indenture.
DISCHARGE
Unless otherwise indicated in an applicable prospectus supplement, each
indenture provides that we may satisfy and discharge our obligations thereunder
with respect to the debt securities of any series, when either:
o all debt securities of that series that have been authenticated, except
lost, stolen or destroyed debt securities of that series that have been
replaced or paid and debt securities of that series for whose payment
money has been deposited in trust and thereafter repaid to us, have been
delivered to the trustee for cancellation; or
o all debt securities of that series that have not been delivered to the
trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or otherwise or will become due and
payable within one year and we or, if applicable, any guarantor has
irrevocably deposited or caused to be deposited with the trustee as trust
funds in trust solely for the benefit of the holders of debt securities
of that series, cash, non-callable U.S. government securities, or a
combination thereof, in amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on the debt securities of that series not delivered
to the trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption.
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DEFEASANCE
Unless otherwise indicated in an applicable prospectus supplement, each
indenture provides that we may, at our option and at any time, elect to have all
of our obligations discharged with respect to the outstanding debt securities of
a series and, if applicable, all obligations of the guarantors discharged with
respect to their guarantees ("legal defeasance") except for:
o the rights of holders of the outstanding debt securities of that series
to receive payments in respect of the principal of, or premium or
interest, if any, on the debt securities of that series when such
payments are due from the trust referred to below;
o our obligations with respect to the debt securities of that series
concerning issuing temporary securities, registration of securities,
mutilated, destroyed, lost or stolen securities and the maintenance of an
office or agency for payment and money for security payments held in
trust;
o the rights, powers, trusts, duties and immunities of the applicable
trustee, our obligations and, if applicable, the guarantor's obligations
in connection therewith; and
o the legal defeasance provisions of the indenture.
In addition, we may, at our option and at any time, elect to have our
obligations and, if applicable, the guarantors' obligations released with
respect to certain covenants in respect of the debt securities of any series
that are described in the indenture ("covenant defeasance") and thereafter any
omission to comply with those covenants will not constitute a default or event
of default with respect to the debt securities of that series. In the event
covenant defeasance occurs, certain events (not including non-payment,
bankruptcy, receivership, rehabilitation and insolvency events) described under
" -- Events of Default and Remedies" will no longer constitute an event of
default with respect to the debt securities of that series.
In order to exercise either legal defeasance or covenant defeasance we are
required to meet specified conditions, including:
we must irrevocably deposit with the trustee, in trust, for the benefit of
the holders of the debt securities of that series, cash, non-callable U.S.
government securities, or a combination thereof, in amounts as will be
sufficient to pay the principal of, or premium and interest, if any, on the
outstanding debt securities of that series on the stated maturity or on the
applicable redemption date, as the case may be;
in the case of legal defeasance, we have delivered to the applicable
trustee an opinion of counsel reasonably acceptable to the trustee
confirming that (a) we have received from, or there has been published by,
the Internal Revenue Service a ruling or (b) since the date of the
indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion of
counsel will confirm that, the holders of the outstanding debt securities
of that series will not recognize income, gain or loss for federal income
tax purposes as a result of such legal defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such legal defeasance had not
occurred; and
in the case of covenant defeasance, we have delivered to the trustee an
opinion of counsel reasonably acceptable to the trustee confirming that the
holders of the outstanding debt securities of that series will not
recognize income, gain or loss for federal income tax purposes as a result
of such covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.
THE TRUSTEES UNDER THE INDENTURES
If a trustee becomes a creditor of ours or any guarantor, the indenture
limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or otherwise.
Each trustee will be permitted to engage in other transactions with us and/or
the guarantors, if any; however, if any trustee acquires any conflicting
28
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue or resign.
The holders of a majority in principal amount of the then outstanding debt
securities of a series will have the right to direct the time, method and place
of conducting any proceeding for exercising any remedy available to the trustee,
subject to certain exceptions. The indenture provides that in case an event of
default occurs and is continuing, a trustee will be required, in the exercise of
its power, to use the degree of care of a prudent person in the conduct of its
own affairs. Subject to such provisions, a trustee will be under no obligation
to exercise any of its rights or powers under the indenture at the request of
any holder of debt securities, unless such holder has offered to the trustee
security and indemnity satisfactory to it against any loss, liability or
expense.
APPLICABLE LAW
The debt securities and the indentures will be governed by and construed in
accordance with the laws of the State of New York.
DESCRIPTION OF WARRANTS
We may issue, either separately or together with other securities, warrants
for the purchase of any of the other types of securities that we may sell under
this prospectus.
This section summarizes the general terms of the warrants that we may offer.
The warrants will be issued under warrant agreements to be entered into between
us and a bank or trust company, as warrant agent. The prospectus supplement
relating to a particular series of warrants will describe the specific terms of
that series, which may be in addition to or different from the general terms
summarized in this section. The summaries in this section and the prospectus
supplement do not describe every aspect of the warrants. If any particular terms
of a series of warrants described in a prospectus supplement differ from any of
the terms described in this prospectus, then the terms described in the
applicable prospectus supplement will be deemed to supersede the terms described
in this prospectus. When evaluating the warrants, you also should refer to all
the provisions of the applicable warrant agreement, the certificates
representing the warrants and the specific descriptions in the applicable
prospectus supplement. The applicable warrant agreement and warrant certificates
will be filed as exhibits to or incorporated by reference in the registration
statement.
GENERAL
The prospectus supplement will describe the terms of the warrants in respect
of which this prospectus is being delivered as well as the related warrant
agreement and warrant certificates, including the following, where applicable:
o the principal amount of, or the number of securities, as the case may be,
purchasable upon exercise of each warrant and the initial price at which
the principal amount or number of securities, as the case may be, may be
purchased upon such exercise;
o the designation and terms of the securities, if other than common stock,
purchasable upon exercise thereof and of any securities, if other than
common stock, with which the warrants are issued;
o the procedures and conditions relating to the exercise of the warrants;
o the date, if any, on and after which the warrants, and any securities
with which the warrants are issued, will be separately transferable;
o the offering price of the warrants, if any;
o the date on which the right to exercise the warrants will commence and
the date on which that right will expire;
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o a discussion of any special United States federal income tax
considerations applicable to the warrants;
o whether the warrants represented by the warrant certificates will be
issued in registered or bearer form, and, if registered, where they may
be transferred and registered;
o call provisions of the warrants, if any;
o antidilution provisions of the warrants, if any; and
o any other material terms of the warrants.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase for cash that principal
amount of or number of securities, as the case may be, at the exercise price set
forth in, or to be determined as set forth in, the applicable prospectus
supplement relating to the warrants. Unless otherwise specified in the
applicable prospectus supplement, warrants may be exercised at the corporate
trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement at any time up to 5:00 p.m. Eastern Standard
Time on the expiration date set forth in the applicable prospectus supplement.
After 5:00 p.m. Eastern Standard Time on the expiration date, unexercised
warrants will become void. Upon receipt of payment and the warrant certificate
properly completed and duly executed, we will, as soon as practicable, issue the
securities purchasable upon exercise of the warrant. If less than all of the
warrants represented by the warrant certificate are exercised, a new warrant
certificate will be issued for the remaining amount of warrants.
NO RIGHTS OF SECURITY HOLDER PRIOR TO EXERCISE
Prior to the exercise of their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon the exercise of
the warrants and will not be entitled to:
o in the case of warrants to purchase debt securities, payments of
principal of, premium, if any, or interest, if any, on the debt
securities purchasable upon exercise; or
o in the case of warrants to purchase equity securities, the right to vote
or to receive dividend payments or similar distributions on the
securities purchasable upon exercise.
EXCHANGE OF WARRANT CERTIFICATES
Warrant certificates will be exchangeable for new warrant certificates of
different denominations at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement.
DESCRIPTION OF TRUST PREFERRED SECURITIES AND RELATED GUARANTEES
We may offer one or more series of trust preferred securities either
separately, or together with, or upon the conversion of or in exchange for,
other securities. The trust preferred securities will be issued by one of the
Omnicare Capital Trusts under the terms of an amended trust agreement. Each
amended trust agreement will be qualified as an indenture under the Trust
Indenture Act. The property trustee of each trust will act as trustee for the
trust preferred securities under each amended trust agreement for purposes of
compliance with the provisions of the Trust Indenture Act. Each trust may issue
only one series of trust preferred securities and one series of trust common
securities. All of the trust common securities of each trust will be owned
directly or indirectly by us. We will enter into a guarantee with respect to
each series of trust preferred securities under which we will irrevocably and
unconditionally agree to make certain payments to the holders of that series of
trust preferred securities, subject to applicable subordination provisions,
except that the guarantee will only apply when the trust has sufficient funds
legally and immediately available to make those payments but has not made them.
The proceeds from the sale of a series of trust preferred securities and any
trust common securities will be used by the trust to purchase a specific series
of our subordinated debt securities.
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The payment terms of the subordinated debt securities will mirror the terms of
that series of trust preferred securities and any trust common securities. Each
series of subordinated debt securities will be issued under our subordinated
debt securities indenture. Except as described in an applicable prospectus
supplement, the features of the subordinated debt securities will be similar to
the subordinated debt securities described above under "Description of Debt
Securities."
The series of subordinated debt securities purchased with the proceeds from
the sale of a series of trust preferred securities and trust common securities
by a trust, along with its rights under the amended trust agreement and other
agreements described in this section, will be the sole assets of the trust, and
our payments under the series of subordinated debt securities and the agreement
as to expenses and liabilities between us and the trust will be the sole revenue
of the trust. If we fail to make a payment on the series of subordinated debt
securities issued to the trustee, the trust will not have sufficient funds to
make related payments, including distributions, on the series of trust preferred
securities.
Our guarantee, when taken together with our obligations under the
subordinated debt securities, the related indenture and the amended trust
agreement, will provide a full and unconditional guarantee on a subordinated
basis by us of payments due on the trust preferred securities.
This section summarizes selected provisions of the amended trust agreement,
the trust preferred securities and the related guarantees that we may offer. The
applicable prospectus supplement relating to any particular trust preferred
securities will describe the specific terms of that series, which may be in
addition to or different from the general terms summarized in this section. If
any particular terms of the trust preferred securities described in a prospectus
supplement differ from any of the terms described in this prospectus, then the
terms described in the applicable prospectus supplement will supersede the terms
described in this prospectus. The following summary and any description of the
trust preferred securities contained in an applicable prospectus supplement do
not describe every aspect of the amended trust agreement, the trust preferred
securities and related guarantees. When evaluating the trust preferred
securities, you also should refer to all provisions of the amended trust
agreement, guarantee agreement, subordinated debt securities indenture,
agreement as to expenses and liabilities and certificate evidencing the trust
preferred securities, which forms have been filed as exhibits to the
registration statement of which this prospectus is a part. When we refer to
"Omnicare," "we," "us" or "our" in this section or when we otherwise refer to
ourselves in this section, we mean Omnicare, Inc., excluding, unless otherwise
expressly stated or the context requires, our subsidiaries. References to trust
securities below include trust preferred securities and trust common securities
(all of which, with respect to any trust, will be directly or indirectly owned
by us), collectively.
GENERAL
The applicable prospectus supplement relating to any series of trust
preferred securities will describe the terms of the trust preferred securities,
including, where applicable, the following:
o the title of the trust preferred securities;
o the liquidation amount and number of trust preferred securities issued;
o any limit on the aggregate liquidation amount of the trust preferred
securities;
o whether the trust preferred securities may be represented initially by a
trust preferred security in temporary or permanent global form, and if
so, the initial depositary with respect to the temporary or permanent
global debt security and whether and the circumstances under which
beneficial owners of interests in any the temporary or permanent global
debt security may exchange those interests for trust preferred securities
of like tenor and of any authorized form and denomination;
o the price or prices at which the trust preferred securities will be
issued;
31
o the annual distribution rate or rates on the trust preferred securities
or the method or methods, if any, used to calculate those rates, the
payment date or dates and the record dates used to determine the holders
who are to receive distributions;
o the date or dates from which distributions on the trust preferred
securities will be cumulative or the method or methods, if any, used to
determine those dates;
o the person to whom any distributions will be payable on any trust
preferred securities, if other than the person in whose name the security
is registered at the close of business on the regular record date for the
payment of such interest;
o the place or places where and the manner in which the distributions of
and payments in redemption of the trust preferred securities will be
payable, where the trust preferred securities of the series may be
presented for transfer and, if applicable, conversion or exchange and
where notices and demands in respect of the trust preferred securities
may be served on us;
o the period or periods within which, the price or prices at which and the
terms and conditions upon which, the trust preferred securities may be
redeemed, in whole or in part, at our option;
o whether the trust preferred securities are convertible or exchangeable
into our common stock or other securities, and, if so, the terms and
conditions upon which the conversion or exchange will be effected,
including the initial conversion or exchange price or rate and any
adjustments thereto, the conversion or exchange period and other
conversion or exchange provisions;
o the terms and conditions, if any, upon which the subordinated debt
securities issued to the trust and the related guarantee may be
distributed to holders of those trust preferred securities and trust
common securities;
o any securities exchange on which the trust preferred securities will be
listed; and
o any other relevant rights, preferences, privileges, limitations or
restrictions of the trust preferred securities.
The interest rate and interest and other payment dates of each series of
subordinated debt securities issued to a trust will correspond to the rate at
which distributions will be paid and the distribution and other payment dates of
the trust preferred securities of that trust. Holders of trust preferred
securities will have no preemptive or similar rights.
DISTRIBUTIONS
Distributions on the trust preferred securities will be made on the dates
payable to the extent that the trust has funds available for the payment of
distributions in the trust's property account. The trust's funds available for
distribution to the holders of the trust securities will be limited to payments
received from us on the subordinated debt securities issued to the trust in
connection with the issuance of the trust preferred securities. We will
guarantee the payment of distributions out of monies held by the trust to the
extent described below under " -- Description of the Guarantees."
Distributions on the trust preferred securities will be payable to the
holders named on the securities register of the trust at the close of business
on the relevant record dates, which, as long as the trust preferred securities
remain in book-entry only form, will be one business day prior to the relevant
payment dates. Distributions will be paid through the property trustee who will
hold amounts received in respect of the subordinated debt securities issued to
the trust in the property account for the benefit of the holders of the trust
securities. In the event that the trust preferred securities do not continue to
remain in book-entry only form, the administrative trustees will have the right
to select relevant record dates, which will be at least 15 days prior to the
relevant payment dates. In the event that any date on which distributions are to
be made on the trust preferred securities is not a business day, then payment of
the distributions payable on that date will be made on the next succeeding day
which is a business day and without any interest or other
32
payment in respect of that delay, except that, if that business day is in the
next succeeding calendar year, the payment will be made on the immediately
preceding business day, in each case with the same force and effect as if made
on the payment date.
DEFERRAL OF DISTRIBUTIONS
With respect to any subordinated debt securities issued to a trust, we will
have the right under the terms of the subordinated debt securities to defer
payments of interest on the subordinated debt securities by extending the
interest payment period from time to time on the subordinated debt securities.
As a consequence of our extension of the interest payment period on subordinated
debt securities held by a trust, distributions on the trust preferred securities
would be deferred during any such extended interest payment period. The trust
will give the holders of the trust preferred securities notice of an extension
period upon their receipt of notice from us. If distributions are deferred, the
deferred distributions and accrued interest will be paid to holders of record of
the trust preferred securities as they appear on the books and records of the
trust on the record date next following the termination of the deferral period.
The terms of any subordinated debt securities issued to a trust, including the
right to defer payments of interest, will be described in the applicable
prospectus supplement.
REDEMPTION
The trust preferred securities have no stated maturity date, but will be
redeemed upon the maturity of the subordinated debt securities issued to the
trust or to the extent the subordinated debt securities are redeemed prior to
maturity. The subordinated debt securities will mature on the date specified in
the applicable prospectus supplement. The subordinated debt securities may be
redeemed at our option, to the extent specified in the applicable prospectus
supplement and also may be redeemed at any time, in whole although not in part,
upon the occurrence of a tax event or an investment company event as described
below under " -- Special Event Redemption."
Upon maturity of the subordinated debt securities issued to the trust, the
proceeds of their repayment simultaneously will be applied to redeem all
outstanding trust securities at the redemption price. Upon the redemption of the
subordinated debt securities, the trust will use the cash it receives upon
redemption to redeem trust securities having an aggregate principal amount equal
to the aggregate principal amount of the subordinated debt securities so
redeemed at the redemption price. Before such redemption, holders of trust
securities will be given not less than 30 nor more than 60 days' notice. In the
event that fewer than all of the outstanding trust securities are to be
redeemed, the trust securities will be redeemed proportionately.
Special Event Redemption
Upon the occurrence of a tax event or an investment company act event, we
will have the option to redeem the subordinated debt securities in whole but not
in part (and thus cause the redemption of the trust preferred securities).
A tax event means that the trust has received an opinion of tax counsel to
the effect that, as a result of any amendment to, change or announced proposed
change in, the laws or regulations of the United States or any of its political
subdivisions or taxing authorities, or written administrative or judicial
decision, interpretation or application of these laws and regulations, there is
more than an insubstantial risk that:
o the trust is or will be subject to United States federal income tax with
respect to income accrued or received on the subordinated debt securities
issued to trust;
o interest payable to the trust on the subordinated debt securities is not
or will not be deductible, in whole or in part, by us for United States
federal income tax purposes; or
o the trust is or will be subject to more than a de minimis amount of other
taxes, duties or other governmental charges.
33
An investment company event means that the trust has received an opinion of
counsel to the effect that, as a result of an amendment to or change in the
applicable laws or regulations, or written administrative or judicial decision,
interpretation or application of these laws and regulations, there is more than
an insubstantial risk that the trust is or will be considered an investment
company required to be registered under the Investment Company Act of 1940, as
amended.
Redemption Procedures
A trust may not redeem fewer than all of the outstanding trust securities
unless all accumulated and unpaid distributions have been paid on all trust
securities for all distribution periods terminating on or prior to the date of
redemption. If fewer than all of the outstanding trust securities are to be
redeemed, the trust securities will be redeemed proportionately.
If (a) a trust gives a notice of redemption of trust securities (which
notice may not be conditional) and (b) we have paid to the property trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the subordinated debt securities issued to the trust, then on or before the
redemption date, the property trustee will deposit with the paying agent funds
sufficient to pay the applicable redemption price. Upon surrender of the trust
securities to the paying agent, the holders of the trust securities will be paid
the applicable redemption price plus accumulated distributions to the redemption
date.
Once notice of redemption is given, distributions will cease to accumulate
and all rights of holders of trust preferred securities called for redemption
will cease, except the right of the holders to receive the redemption price plus
accumulated distributions. If any redemption date is not a business day, then
payment of the redemption price payable on such date will be made on the next
succeeding day that is a business day, without any interest or other payment in
respect of any such delay. However, if such business day falls in the next
calendar year, such payment will be made on the immediately preceding business
day.
We or our subsidiaries may, at any time, and from time to time, purchase
outstanding trust securities by tender, in the open market or by private
agreement.
DISSOLUTION
Each amended trust agreement will state that the trust will be dissolved:
o upon our bankruptcy or the filing of a certificate of dissolution or its
equivalent with respect to us;
o 90 days after the revocation of our charter, but only if the charter is
not reinstated during that 90-day period;
o upon entry of a court order for the dissolution of the trust;
o upon the redemption of all of the trust securities;
o upon the distribution of the related subordinated debt securities
directly to the holders of the trust securities; or
o if prior to the issuance of the trust securities, when we and the
administrative trustees have consented to dissolution of the trust.
In the event of a dissolution, after the trust pays all amounts owed to
creditors, the holders of the trust securities will be entitled to receive,
depending on the circumstances of the dissolution, either:
o subordinated debt securities issued to the trust in connection with the
issuance of the trust preferred securities in a total principal amount
equal to the total liquidation amount of the trust securities; or
o cash equal to the total liquidation amount of each trust security
specified in the applicable prospectus supplement, plus accumulated and
unpaid distributions to the date of payment.
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If the trust cannot pay the full amount due on its trust securities because
insufficient assets are available for payment, then the amounts payable by the
trust on its trust securities will be paid proportionately. However, if an event
of default under the related subordinated debt indenture occurs, the total
amounts due on the trust preferred securities will be paid before any
distribution on the trust common securities.
We will have the right at any time to dissolve a trust and, after
satisfaction of the liabilities of creditors of the trust, if any, and cause the
distribution of subordinated debt securities issued to the trust to the holders
of the trust securities in a total stated principal amount equal to the total
stated liquidation amount of the trust securities then outstanding. This right
is optional and wholly within our discretion.
TRUST EVENTS OF DEFAULT
Unless otherwise specified with respect to a series of trust preferred
securities, under each amended trust agreement, the following events will
constitute a trust event of default with respect to any series of trust
preferred securities:
o the occurrence of an event of default under the subordinated indenture
(see "Description of Debt Securities -- Event of Default and Remedies");
o default by the trust in the payment when due of any distribution with
respect to that series of trust preferred securities, and continuation of
the default for a period of 30 days;
o default by the trust when due in the payment of the redemption price of
that series of trust preferred securities;
o default in performance or breach, in any material respect, of any
covenant or warranty of the trustees, and continuation of the default or
breach for a period of 60 days after appropriate written notice under the
amended trust agreement; or
o the occurrence of events of bankruptcy or insolvency with respect to the
trust, and a successor property trustee is not appointed within 60 days
thereof.
Upon the occurrence of a trust event of default, the property trustee will
have the right under the subordinated debt securities indenture to declare the
principal of, interest on and premium, if any, on the subordinated debt
securities issued to the trust to be immediately due and payable.
If a property trustee fails to enforce its rights under the amended trust
agreement or the subordinated debt securities indenture to the fullest extent
permitted by law and, subject to the terms of the amended trust agreement and
the subordinated debt securities indenture, any holder of trust securities may
sue us, or seek other remedies, to enforce the property trustee's rights under
the amended trust agreement or the subordinated debt securities indenture
without first instituting a legal proceeding against the property trustee or any
other person. If a trust event of default occurs and is continuing as a result
of our failure to pay the principal of, interest on or premium, if any, on the
subordinated debt securities issued to the trust when payable, then a holder of
the trust preferred securities may directly sue us or seek other remedies, to
collect its proportionate share of payments owed.
MERGER, CONSOLIDATION AND SALE OF ASSETS
A trust may not consolidate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity (each, a merger event), except as described above under
" -- Dissolution," as described below or as described in the applicable
prospectus supplement. A trust may, at our request and with the consent of a
majority of its administrative trustees (but without the consent of the holders
of its trust securities, the Delaware trustee or the property trustee),
consolidate, merge with or into, or be replaced by, or convey, transfer or lease
its properties or assets substantially as an entirety to, another trust,
provided that:
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o the successor entity either (a) assumes all of the obligations of the
trust relating to its trust securities or (b) substitutes other
securities for the trust preferred securities that are substantially
similar to the trust preferred securities, so long as the successor
securities rank the same as the trust preferred securities for
distributions and payments;
o we appoint a trustee of the successor entity who has the same powers and
duties as the property trustee of the trust, as the holder of the
subordinated debt securities issued to the trust;
o the trust preferred securities are listed, or any successor securities
will be listed upon notice of issuance, on the same securities exchange
or other organization that the trust preferred securities are then
listed;
o the merger event does not cause the trust preferred securities or
successor securities to be downgraded by any nationally recognized rating
agency;
o the merger event does not adversely affect the rights, preferences and
privileges of the holders of the trust preferred securities or successor
securities in any material way, other than with respect to any dilution
of the holders' interest in the new entity;
o the successor entity has a purpose substantially identical to that of the
trust;
o prior to the merger event, we have received an opinion of counsel stating
that (a) the merger event does not adversely affect the rights,
preferences and privileges of the holders of the trust preferred
securities or any successor securities in any material way, other than
with respect to any dilution of the holders' interest in the new entity
and (b) following the merger event, neither the trust nor the successor
entity will be required to register as an investment company under the
Investment Company Act; and
o we guarantee the obligations of the successor entity under the successor
securities in the same manner as in the guarantee.
In addition, unless all of the holders of the trust preferred securities and
trust common securities approve otherwise, the trust will not consolidate, merge
with or into, or be replaced by, or convey, transfer or lease its properties or
assets substantially as an entirety to, any other entity or permit any other
entity to consolidate, merge with or into, or replace it, if, in the opinion of
tax counsel, the transaction would cause the trust or the successor entity to be
classified other than as a grantor trust for United States federal income tax
purposes.
AMENDMENT OF AMENDED TRUST AGREEMENT
The amended trust agreement may be amended from time to time by us and the
property trustee with the consent of the holders of at least a majority of the
aggregate liquidation amount of the affected trust preferred securities and upon
receipt by the property trustee of an opinion of counsel to the effect that such
amendment will not affect the trust's status as a grantor trust or the trust's
exemption under the Investment Company Act.
The amended trust agreement may be amended from time to time by us and the
property trustee, without the consent of the holders of the trust preferred
securities, to:
o cure any ambiguity, defect or inconsistency or add to our covenants,
restrictions or other obligations, so long as the amendment does not
adversely affect in any material respect the interests of any holder of
trust preferred securities;
o ensure the applicable trust's classification as a grantor trust for
United States federal income tax purposes and conform to any change in
the Investment Company Act, the Trust Indenture Act or the rules and
regulations under either law; and
o modify, eliminate or add to any provisions of an amended trust agreement
to the extent necessary to ensure that the applicable trust will not be
required to register as an investment company under the Investment
Company Act.
Notwithstanding the foregoing, without the consent of each affected holder
of trust securities, the amended trust agreement may not be amended to:
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o change the amount or timing of any distribution of the trust securities
or otherwise adversely affect the amount of any distribution required to
be made in respect of the trust securities on a specified date;
o restrict the right of a holder of trust securities to institute suit for
the enforcement of payment of the distribution on or after the specified
date; or
o change the consent required to amend the amended trust agreement.
VOTING RIGHTS
The holders of trust securities have no voting rights except as discussed
under " -- Merger, Consolidation and Sale of Assets" above and " -- Description
of the Guarantees" below and as otherwise required by law and the amended trust
agreement.
The holders of a majority of the total liquidation amount of the trust
preferred securities have the right to:
o direct the time, method and place of conducting any proceeding for any
remedy available to the property trustee; or
o direct the exercise of any trust or power conferred upon the property
trustee under the amended trust agreement, including the right to direct
the property trustee, as the holder of the subordinated debt securities
issued to the trust, to
o exercise the remedies available under the subordinated debt securities
indenture with respect to the subordinated debt securities;
o consent to any amendment or modification of the subordinated indenture
if consent is required with respect to the subordinated debt
securities; or
o waive any past event of default under the subordinated debt securities
indenture that is waivable.
Before taking any of the foregoing actions, the property trustee must obtain an
opinion of tax counsel stating that, as a result of that action, the trust will
continue to be classified as a grantor trust for United States federal income
tax purposes.
If a vote by the holders of trust preferred securities is taken or a consent
is obtained, any trust preferred securities owned by us or our affiliates will,
for purposes of the vote or consent, be treated as if they were not outstanding,
which will have the following consequences:
o we and our affiliates will not be able to vote on or consent to matters
requiring the vote or consent of holders of trust preferred securities;
and
o any trust preferred securities owned by us or our affiliates will not be
counted in determining whether the required percentage of votes or
consents has been obtained.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee and/or one or more of its affiliates may be a lender
under our credit agreements and may provide other commercial banking, investment
banking and other services to us and/or our subsidiaries and affiliates. The
property trustee will be permitted to engage in other transactions with us
and/or our subsidiaries and affiliates; however, if the property trustee
acquires any conflicting interest, as defined in the Trust Indenture Act, it
must eliminate the conflict or resign.
The property trustee, other than during the occurrence and continuance of a
trust event of default, undertakes to perform only the duties that are
specifically described in the amended trust agreement and, upon a trust event of
default, must use the same degree of care and skill as a prudent person would
exercise or use in the conduct of its own affairs. Subject to this provision,
the property trustee is under no obligation to exercise any of the powers given
it by the applicable amended trust agreement at the request of any holder of
trust preferred securities unless it is
37
offered reasonable security or indemnity against the costs, expenses and
liabilities that it might incur.
APPLICABLE LAW
The amended trust agreements and the trust preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware.
MISCELLANEOUS
Initially, there will be three administrative trustees of each trust. The
administrative trustees may be officers or employees of ours or entities
affiliated with us. The administrative trustees are authorized and directed to
conduct the affairs of and, among other things, to operate the trust in a way
that, (a) will not cause it to be deemed to be an investment company required to
be registered under the Investment Company Act; or (b) will cause it to be
classified as a grantor trust for United States federal income tax purposes; and
will cause the subordinated debt securities it holds to be treated as our
indebtedness for United States federal income tax purposes.
The administrative trustees are authorized to take any action, so long as it
is consistent with applicable law, the certificate of trust and the amended
trust agreement, that they determine to be necessary or desirable for those
purposes.
DESCRIPTION OF THE GUARANTEES
We will execute a guarantee for the benefit of the holders of each series of
trust preferred securities. Each guarantee will be qualified as an indenture
under the Trust Indenture Act. The applicable prospectus supplement with respect
to the trust preferred securities will identify the guarantee trustee. The terms
of the guarantee will be those set forth in the guarantee and those made part of
the guarantee by the Trust Indenture Act. The guarantee trustee will hold each
guarantee for the benefit of the holders of the trust preferred securities to
which it relates.
General
We will irrevocably and unconditionally agree under each guarantee to pay
the guarantee payments that are set forth below, to the extent specified in that
guarantee, to the holders of the trust preferred securities to which the
guarantee relates, to the extent that the guarantee payments are not paid by or
on behalf of the related trust. We are required to pay the guarantee payments to
the extent specified in the relevant guarantee regardless of any defense, right
of set-off or counterclaim that we may have or may assert against any person.
The following payments and distributions on the trust preferred securities
of a trust are guarantee payments:
o any accrued and unpaid distributions required to be paid on the trust
preferred securities of the trust, but only to the extent that the trust
has funds legally and immediately available for those distributions;
o the redemption price for any trust preferred securities that the trust
calls for redemption, including all accrued and unpaid distributions to
the redemption date, but only to the extent that the trust has funds
legally and immediately available for the payment; and
o upon a dissolution, winding-up or termination of the trust, other than in
connection with the distribution of subordinated debt securities to the
holders of trust securities of the trust or the redemption of all the
trust preferred securities of the trust, the lesser of:
o the sum of the liquidation amount and all accrued and unpaid
distributions on the trust preferred securities of the trust to the
payment date, to the extent that the trust has funds legally and
immediately available for the payment; and
o the amount of assets of the trust remaining available for distribution
to holders of the trust preferred securities of the trust in
liquidation of the trust.
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We may satisfy our obligation to make a guarantee payment by making that
payment directly to the holders of the related trust preferred securities or by
causing the trust to make the payment to those holders.
Each guarantee will be a full and unconditional guarantee, subject to
certain subordination provisions of the guarantee payments, with respect to the
related trust preferred securities from the time of issuance of those trust
preferred securities, except that the guarantee will only apply to the payment
of distributions and other payments on the trust preferred securities when the
trust has sufficient funds legally and immediately available to make those
distributions or other payments.
If we do not make the required payments on the subordinated debt securities
that the property trustee holds under a trust, that trust will not make the
related payments on its trust preferred securities.
Subordination
Our obligations under each guarantee will be unsecured obligations of ours.
Those obligations will rank:
o subordinate and junior in right of payment to all of our other
liabilities, other than obligations or liabilities that rank equal in
priority or subordinate by their terms;
o equal in priority with the senior most preferred stock now or later
issued by us and with any guarantee now or later issued by us in respect
of any preferred stock of any of our affiliates; and
o senior to our common stock.
Each guarantee will be a guarantee of payment and not of collection. This
means that the guaranteed party may institute a legal proceeding directly
against us, as guarantor, to enforce its rights under the guarantee without
first instituting a legal proceeding against any other person or entity.
The terms of the trust preferred securities will provide that each holder of
the trust preferred securities, by accepting those trust preferred securities,
agrees to the subordination provisions and other terms of the related guarantee.
Amendments and Assignment
We may amend the guarantee without the consent of any holder of the trust
preferred securities to which the guarantee relates if the amendment does not
materially adversely affect the rights of those holders. We may otherwise amend
the guarantee with the approval of the holders of at least a majority in
liquidation amount of the trust preferred securities to which the guarantee
relates. Except as otherwise set forth in an applicable prospectus supplement,
we may assign our obligations under the guarantee only in connection with a
merger, consolidation or sale of assets permitted under the subordinate debt
indenture. All guarantees and agreements contained in each guarantee shall bind
our successors, assigns, receivers, trustees and representatives and shall inure
to the benefit of the holders of the related trust preferred securities then
outstanding.
Termination
The guarantee will terminate and be of no further effect when:
o the redemption price of the trust preferred securities to which it
relates is fully paid;
o we distribute the related subordinated debt securities to the holders of
those trust preferred securities; or
o the amounts payable upon liquidation of the related trust are fully paid.
Each guarantee will remain in effect or will be reinstated if at any time
any holder of the related trust preferred securities must restore payment of any
sums paid to that holder with respect to those trust preferred securities or
under that guarantee.
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Events of Default
An event of default will occur under any guarantee if we fail to perform any
of our payment obligations under the guarantee. The holders of a majority in
liquidation amount of the trust preferred securities of any series may waive any
past event of default and its consequences on behalf of all of the holders of
the trust preferred securities of that series. The guarantee trustee is entitled
to enforce the guarantee for the benefit of the holders of the trust preferred
securities of a series if an event of default occurs under the related
guarantee.
The holders of a majority in liquidation amount of the trust preferred
securities to which a guarantee relates have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
guarantee trustee with respect to that guarantee or to direct the exercise of
any trust or power that the guarantee trustee holds under that guarantee. Any
holder of the related trust preferred securities may institute a legal
proceeding directly against us to enforce that holder's rights under the
guarantee without first instituting a legal proceeding against the guarantee
trustee or any other person or entity.
Information Concerning the Guarantee Trustee
The guarantee trustee and/or one or more of its affiliates may be a lender
under our credit agreements and may provide other commercial banking, investment
banking and other services to us and/or our subsidiaries and affiliates. The
guarantee trustee will be permitted to engage in other transactions with us
and/or our subsidiaries and affiliates; however, if the guarantee trustee
acquires any conflicting interest, as defined in the Trust Indenture Act, it
must eliminate the conflict or resign.
The guarantee trustee will perform only those duties that are specifically
set forth in each guarantee unless an event of default under the guarantee
occurs and is continuing. In case an event of default occurs and is continuing,
the guarantee trustee will exercise the same degree of care as a prudent person
would exercise in the conduct of its own affairs. Subject to those provisions,
the guarantee trustee is under no obligation to exercise any of its powers under
any guarantee at the request of any holder of the related trust preferred
securities unless that holder offers reasonable indemnity to the guarantee
trustee against the costs, expenses and liabilities which it might incur as a
result.
Applicable Law
The guarantees will be governed by and construed in accordance with the laws
of the State of New York.
Agreement as to Expenses and Liabilities
We will enter into an agreement as to expenses and liabilities in connection
with each amended trust agreement which will provide that we will, with certain
exceptions, irrevocably and unconditionally guarantee the full payment of any
indebtedness, expenses or liabilities of the related trust to each person or
entity to whom that trust becomes indebted or liable. The exceptions are the
obligations of the trust to pay to the holders of the related trust preferred
securities or other similar interests in the trust the amounts due to the
holders under the terms of those trust preferred securities or those similar
interests.
DESCRIPTION OF PURCHASE CONTRACTS
We may, from time to time, issue purchase contracts, including contracts
obligating holders to purchase from us and us to sell to the holders, a
specified principal amount of debt securities or a specified number of shares of
common stock or preferred stock or any of the other securities that we may sell
under this prospectus at a future date or dates. The consideration payable upon
settlement of the purchase contracts may be fixed at the time the purchase
contracts are issued or may be determined by a specific reference to a formula
set forth in the purchase contracts. The purchase contracts may be issued
separately or as part of units consisting of a purchase contract and other
securities or obligations issued by us or third parties, including United States
treasury securities, securing the holders' obligations to purchase the relevant
securities under the purchase contracts. The purchase contracts may require us
to make periodic payments to the holders of the
40
purchase contracts or units or vice versa, and the payments may be unsecured or
prefunded on some basis. The purchase contracts may require holders to secure
their obligations under the purchase contracts.
The prospectus supplement will describe, among other things, the material
terms of any purchase contracts and of the securities being sold pursuant to
such purchase contracts, a discussion of any special United States federal
income tax considerations applicable to the purchase contracts and any material
provisions governing the purchase contracts that differ from those described
above. The description in the prospectus supplement will not necessarily be
complete and will be qualified in its entirety by reference to the purchase
contracts, and, if applicable, collateral arrangements and depositary
arrangements, relating to the purchase contracts.
DESCRIPTION OF UNITS
We may, from time to time, issue units comprised of one or more of the other
securities that may be offered under this prospectus, in any combination. Each
unit will be issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately at any time, or at any time before a
specified date.
Any applicable prospectus supplement will describe, among other things, the
material terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be held or
transferred separately, any material provisions relating to the issuance,
payment, settlement, transfer or exchange of the units or of the securities
comprising the units, a discussion of any special United States federal income
tax considerations applicable to the units, and any material provisions of the
governing unit agreement that differ from those described above.
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PLAN OF DISTRIBUTION
We and, in the case of trust preferred securities, an Omnicare Capital Trust
may sell the securities to one or more underwriters for public offering and sale
by them or may sell the securities to investors through agents or dealers. Any
underwriter or agent involved in the offer and sale of the securities will be
named in the applicable prospectus supplement. We and, in the case of trust
preferred securities, an Omnicare Capital Trust also reserve the right to sell
securities directly to investors in those jurisdictions where we are authorized
to do so.
The distribution of securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or from time
to time at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices. We and, in the case of trust
preferred securities, an Omnicare Capital Trust also may, from time to time,
authorize underwriters acting as our agents to offer and sell the securities
upon the terms and conditions set forth in any prospectus supplement. In
connection with the sale of the securities, underwriters may be deemed to have
received compensation from us or an Omnicare Capital Trust in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agent.
If a dealer is utilized in the sale of the securities in respect of which
this prospectus is delivered, we or, in the case of trust preferred securities,
an Omnicare Capital Trust may sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale.
Any underwriting compensation paid by us or an Omnicare Capital Trust to
underwriters or agents in connection with the offering of the securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in an applicable prospectus supplement.
Underwriters, dealers and agents participating in the distribution of the
securities may be deemed to be underwriters under the Securities Act of 1933,
and any discounts and commissions received by them and any profit realized by
them on resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Underwriters, dealers and agents
may be entitled under agreements with us and, in the case of trust preferred
securities, an Omnicare Capital Trust to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act of 1933, and to reimbursement by us and, in the case of trust
preferred securities, an Omnicare Capital Trust for certain expenses.
Securities offered may be a new issue of securities with no established
trading market. Any underwriters to whom or agents through whom these securities
are sold by us for public offering and sale may make a market in these
securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of or the trading market for any such securities.
If so indicated in an applicable prospectus supplement, we and/or an
Omnicare Capital Trust may authorize dealers acting as our agents to solicit
offers by institutions to purchase the securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on the date or dates stated in the
prospectus supplement. Each delayed delivery contract will be for an amount not
less than, and the aggregate principal amount or offering price of the
securities sold pursuant to delayed delivery contracts will not be less nor more
than, the respective amounts stated in the prospectus supplement. Institutions
with whom delayed delivery contracts, when authorized, may be entered into
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to approval by us and/or an
Omnicare Capital Trust.
The securities also may be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for us and/or an Omnicare Capital Trust. Any
42
remarketing firm will be identified and the terms of its agreement, if any, with
us and its compensation will be described in the applicable prospectus
supplement. Remarketing firms may be deemed to be underwriters in connection
with the securities remarketed thereby. Remarketing firms may be entitled under
agreements which may be entered into with us and/or an Omnicare Capital Trust to
indemnification by us against certain liabilities, including liabilities under
the Securities Act of 1933.
One or more of the underwriters, dealers or agents, and/or one or more of
their respective affiliates, may be a lender under our credit agreements and may
provide other commercial banking, investment banking and other services to us
and/or our subsidiaries and affiliates in the ordinary course of business.
LEGAL MATTERS
Legal matters with respect to the validity of the securities being offered
hereby will be passed on for us by Dewey Ballantine LLP, New York, New York.
Richards, Layton & Finger, P.A., Wilmington, Delaware will pass on certain
matters for us with respect to the trust preferred securities.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Omnicare, Inc. for the year ended
December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934 with the SEC. You
may read and copy any document we file at the following public reference room
maintained by the SEC:
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C., 20549
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.
Our filings also are available on the SEC's website at http://www.sec.gov.
Copies of these reports, proxy statements and other information also can be
inspected at the following address:
New York Stock Exchange
20 Broad Street
New York, New York 10005
This prospectus constitutes part of a registration statement on Form S-3
that we filed with the SEC under the Securities Act of 1933. As permitted by the
rules and regulations of the SEC, this prospectus omits some of the information,
exhibits and undertakings included in the registration statement. You may read
and copy the information omitted from this prospectus but contained in the
registration statement, as well as the periodic reports and other information we
file with the SEC, at the public reference facilities maintained by the SEC in
Washington, D.C.
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
We have elected to "incorporate by reference" certain information into this
prospectus. By incorporating by reference, we can disclose important information
to you by referring you to another document we have filed separately with the
SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that is superseded
by information contained in this prospectus, any applicable prospectus
43
supplement or any document we subsequently file with the SEC that is
incorporated or deemed to be incorporated by reference in this prospectus.
Likewise, any statement in this prospectus or any document which is incorporated
or deemed to be incorporated by reference herein will be deemed to have been
modified or superseded to the extent that any statement contained in any
applicable prospectus supplement or any document that we subsequently file with
the SEC that is incorporated or deemed to be incorporated by reference herein
modifies or supersedes that statement. We are incorporating by reference the
following documents that we have previously filed with the SEC (other than
information in such documents that is deemed not to be filed):
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2001, filed March 28, 2002 and as amended on Form 10-K/A filed
August 13, 2002;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2002, June 30, 2002 and September 30, 2002, filed May 14, 2002,
August 14, 2002 and November 14, 2002, respectively;
(c) Current Reports on Form 8-K, filed July 29, 2002, August 14, 2002,
August 19, 2002, January 30, 2003 and February 14, 2003; and
(d) Description of our common stock set forth in our Registration
Statement on Form 8-A, filed November 25, 1981.
Any further filings we make with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of
the offering of the securities made hereby also will be incorporated by
reference in this prospectus (other than information in such documents that is
deemed not to be filed).
You may request a copy of our filings by writing or telephoning us at the
following address:
Omnicare, Inc.
Attention: Peter Laterza -- Vice President and
General Counsel
100 East RiverCenter Boulevard
Covington, Kentucky 41011
(859) 392-3300
Descriptions in this prospectus, in any prospectus supplement or in any
document incorporated by reference herein or therein of contracts or other
documents are not necessarily complete, and in each instance, reference is made
to the copies of these contracts or other documents filed as exhibits to the, or
incorporated by reference in, the prospectus.
44
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below sets forth the various expenses and costs to be incurred by
Omnicare, Inc. in connection with the sale and distribution of the securities
offered hereby. All the amounts shown are estimated except the SEC Registration
Fee.
<Table>
SEC Registration Fee........................................ $ 78,200
Accounting fees and expenses................................ 100,000
Legal fees and expenses..................................... 200,000
Printing and engraving expenses............................. 100,000
Rating agencies' fees....................................... 200,000
Trustee's and registrar's fees and expenses................. 50,000
Miscellaneous expenses...................................... 71,800
--------
Total:.................................................. $800,000
--------
--------
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation of Omnicare, Inc. provides that a
director of Omnicare, Inc. will not be liable to Omnicare, Inc. or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the full extent permitted by the Delaware General Corporation Law (the "DGCL"),
as amended or interpreted from time to time.
In addition, the Restated Certificate of Incorporation of Omnicare, Inc.
states that Omnicare, Inc. shall, to the full extent permitted by the DGCL, as
amended or interpreted from time to time, indemnify all directors, officers and
employees whom it may indemnify pursuant thereto and, in addition, Omnicare,
Inc. may, to the extent permitted by the DGCL, indemnify agents of Omnicare,
Inc. or other persons.
Section 145 of the DGCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of a
company in the event of pending or threatened civil, criminal, administrative or
investigative proceeding, if such person was, or was threatened to be made, a
party by reason of the fact that he or she is or was a director, officer, or
employee of the company. Section 145 also provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which
those seeking indemnification may otherwise be entitled. In addition, Omnicare,
Inc. maintains a directors' and officers' liability insurance policy.
Under each of the amended trust agreements, (a) Omnicare, Inc. shall, to the
full extent permitted by applicable law, indemnify each trustee and their
respective affiliates, officers, directors, shareholders, employees,
representatives and agents and any employee and agent of the trust or it
affiliates (collectively, the "Indemnified Persons") and (b) no Indemnified
Persons shall be liable to the applicable trust or its respective affiliates,
employees or agents; except if, in either (a) or (b) above, such Indemnified
Person breached its standard of care as provided in the applicable amended trust
agreement.
ITEM 16. EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
--- -----------
*1.1 Form of Underwriting Agreement with respect to the Common
Stock, Preferred Stock, Depositary Shares, Debt Securities,
Warrants, Trust Preferred Securities, Purchase Contracts and
Units.
3.1 Restated Certificate of Incorporation of Omnicare, Inc.
(incorporated herein by reference to our Annual Report on
Form 10-K for the fiscal year ended December 31,
</Table>
II-1
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
--- -----------
1996), as amended by a Certificate of Amendment
(incorporated herein by reference to Exhibit 3.2 to our
registration statement on Form S-4 dated May 26, 1998).
3.2 By-Laws of Omnicare, Inc., as amended (incorporated herein
by reference to our registration statement on Form S-3 dated
September 28, 1998).
4.1 Form of Senior Debt Securities Indenture (including form of
Senior Debt Securities).
4.2 Form of Subordinated Debt Securities Indenture (including
form of Subordinated Debt Securities).
*4.3 Form of Deposit Agreement (including form of Depositary
Receipt).
*4.4 Form of Warrant Agreement (including form of Warrant
Certificate).
*4.5 Form of Purchase Contract (including form of Purchase
Contract Certificate) and, if applicable, Pledge Agreement.
*4.6 Form of Unit Agreement (including form of Unit Certificate).
*4.7 Certificate of Designation of Preferred Stock.
*4.8 Form of Preferred Stock Certificate.
4.9 Rights Agreement, dated as of May 17, 1999, between
Omnicare, Inc. and First Chicago Trust Company of New York,
as Rights Agent (incorporated herein by reference to Exhibit
4.4 to our Current Report on Form 8-K dated May 18, 1999).
4.10 Certificate of Trust of Omnicare Capital Trust I.
4.11 Trust Agreement of Omnicare Capital Trust I.
4.12 Certificate of Trust of Omnicare Capital Trust II.
4.13 Trust Agreement of Omnicare Capital Trust II.
4.14 Certificate of Trust of Omnicare Capital Trust III.
4.15 Trust Agreement of Omnicare Capital Trust III.
4.16 Form of Amended and Restated Trust Agreement of the Omnicare
Capital Trusts relating to Trust Preferred Securities.
4.17 Form of Trust Preferred Security (included in Exhibit 4.16).
4.18 Form of Guarantee Agreement of Omnicare, Inc. relating to
Trust Preferred Securities.
4.19 Form of Agreement as to Expenses and Liabilities relating to
Trust Preferred Securities (included in Exhibit 4.16).
5.1 Opinion of Dewey Ballantine LLP.
5.2 Opinion of Richards, Layton & Finger, P.A., Delaware
counsel.
'D'12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Dewey Ballantine LLP (included in its opinion
filed as Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (included in its
opinion filed as Exhibit 5.2).
23.3 Consent of Independent Auditors (PricewaterhouseCoopers
LLP).
'D'24 Powers of Attorney.
**25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under the Senior Debt
Securities Indenture.
**25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under the Subordinated
Debt Securities Indenture.
**25.3 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under Guarantee
Agreement of Omnicare, Inc. relating to Trust Preferred
Securities.
**25.4 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under Amended and
Restated Trust Agreement of the Omnicare Capital Trusts
relating to Trust Preferred Securities.
</Table>
- ---------
* To be filed with a post-effective amendment to the Registration Statement or
incorporated by reference from a Current Report on Form 8-K.
** To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).
'D' Previously filed.
ITEM 17. UNDERTAKINGS
(a) Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
II-2
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, each
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
such registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, such registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) Each undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.
OMNICARE, INC.
By: /s/ CHERYL D. HODGES
..................................
CHERYL D. HODGES
SENIOR VICE PRESIDENT AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman; Director February 18, 2003
.........................................
EDWARD L. HUTTON
* President and Chief Executive Officer; February 18, 2003
......................................... Director
JOEL F. GEMUNDER
* Executive Vice President -- Operations; February 18, 2003
......................................... Director
PATRICK E. KEEFE
* Senior Vice President -- Professional February 18, 2003
......................................... Services and Purchasing; Director
TIMOTHY E. BIEN
* Senior Vice President and Chief February 18, 2003
......................................... Financial Officer; Director
DAVID W. FROESEL, JR.
/s/ CHERYL D. HODGES Senior Vice President and Secretary; February 18, 2003
......................................... Director
CHERYL D. HODGES
Director
.........................................
CHARLES H. ERHART, JR.
* Director February 18, 2003
.........................................
SANDRA E. LANEY
* Director February 18, 2003
.........................................
ANDREA R. LINDELL, DNSC, RN
* Director February 18, 2003
.........................................
SHELDON MARGEN, M.D.
* Director February 18, 2003
.........................................
KEVIN J. MCNAMARA
* Director February 18, 2003
.........................................
JOHN T. TIMONEY
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-4
Pursuant to the requirement of the Securities Act of 1933, Omnicare Capital
Trust I certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.
OMNICARE CAPITAL TRUST I
BY: OMNICARE, INC., AS SPONSOR
By: /s/ CHERYL D. HODGES
..................................
CHERYL D. HODGES
SENIOR VICE PRESIDENT AND SECRETARY
Pursuant to the requirement of the Securities Act of 1933, Omnicare Capital
Trust II certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.
OMNICARE CAPITAL TRUST II
BY: OMNICARE, INC., AS SPONSOR
By: /s/ CHERYL D. HODGES
..................................
CHERYL D. HODGES
SENIOR VICE PRESIDENT AND SECRETARY
Pursuant to the requirement of the Securities Act of 1933, Omnicare Capital
Trust III certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.
OMNICARE CAPITAL TRUST III
BY: OMNICARE, INC., AS SPONSOR
By: /s/ CHERYL D. HODGES
..................................
CHERYL D. HODGES
SENIOR VICE PRESIDENT AND SECRETARY
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
AAHS ACQUISITION CORP.
By: *
..................................
GARY W. KADLEC
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
GARY W. KADLEC
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.....................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
ACCU-MED SERVICES, INC.
By: *
..................................
THOMAS LUDEKE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
THOMAS LUDEKE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
ACP ACQUISITION CORP.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
LEO P. FINN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.....................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
AMC-NEW YORK, INC.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.........................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
AMC-TENNESSEE, INC.
By: *
..................................
JULIE FRAZIER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JULIE FRAZIER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
.....................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
APS ACQUISITION LLC
BADGER ACQUISITION LLC
CTLP ACQUISITION LLC
DIXON PHARMACY LLC
ENLOE DRUGS LLC
HOME PHARMACY SERVICES, LLC
JHC ACQUISITION LLC
By: Sole Member:
OMNICARE HOLDING COMPANY
By: *
..................................
JOEL F. GEMUNDER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOEL F. GEMUNDER
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
/s/ CHERYL D. HODGES Director February 18, 2003
.........................................
CHERYL D. HODGES
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NIHAN & MARTIN LLC
NIV ACQUISITION LLC
OMNIBILL SERVICES LLC
OMNICARE INDIANA PARTNERSHIP
HOLDING COMPANY LLC
OMNICARE RESPIRATORY SERVICES, LLC
WEBER MEDICAL SYSTEMS LLC
By: Sole Member:
OMNICARE HOLDING COMPANY
By: *
..................................
JOEL F. GEMUNDER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOEL F. GEMUNDER
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
CHERYL D. HODGES
*By: /s/ CHERYL D. HODGES
.....................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
BACH'S PHARMACY SERVICES, LLC
By: Sole Member:
BACH'S PHARMACY (EAST), INC.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
BADGER ACQUISITION OF BROOKSVILLE LLC
BADGER ACQUISITION OF KENTUCKY LLC
BADGER ACQUISITION OF MINNESOTA LLC
BADGER ACQUISITION OF OHIO LLC
BADGER ACQUISITION OF ORLANDO LLC
BADGER ACQUISITION OF TAMPA LLC
BADGER ACQUISITION OF TEXAS LLC
By: Sole Member:
BADGER ACQUISITION LLC
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Vice President February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.....................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
BEACHWOOD HEALTHCARE MANAGEMENT, INC.
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
.....................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
BIO-PHARM INTERNATIONAL, INC.
By: *
..................................
DAVID MORRA
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
BPNY ACQUISITION CORP.
BPTX ACQUISITION CORP.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
CAMPO'S MEDICAL PHARMACY, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
CARE PHARMACEUTICAL SERVICES, LP
PRN PHARMACEUTICAL SERVICES, LP
By: General Partner
OMNICARE INDIANA PARTNERSHIP
HOLDING COMPANY, LLC
By: *
..................................
JOEL F. GEMUNDER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOEL F. GEMUNDER
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
/s/ CHERYL D. HODGES Director February 18, 2003
.........................................
CHERYL D. HODGES
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
CHP ACQUISITION CORP.
By: *
..................................
ROBERT A. FUSCO
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
ROBERT A. FUSCO
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
CIP ACQUISITION CORP.
By: *
..................................
EARL L. CARTER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
EARL L. CARTER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
COMPSCRIPT -- BOCA, LLC
By: Sole Member:
COMPSCRIPT, INC.
By: *
..................................
DAVID WEST
CHIEF OPERATING OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Operating Officer February 18, 2003
.........................................
DAVID WEST
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
COMPSCRIPT -- MOBILE, INC.
By: *
..................................
DAVID WEST
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DAVID WEST
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
COMPSCRIPT, INC.
By: *
..................................
DAVID WEST
CHIEF OPERATING OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Operating Officer February 18, 2003
.........................................
DAVID WEST
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
CP ACQUISITION CORP.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
LEO P. FINN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
CREEKSIDE MANAGED CARE PHARMACY, INC.
By: *
..................................
DAVID W. MEDINA
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID W. MEDINA
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
D & R PHARMACEUTICAL SERVICES, INC.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
ELECTRA ACQUISITION CORP.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
EURO BIO-PHARM CLINICAL SERVICES, INC.
By: *
..................................
DAVID MORRA
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
EVERGREEN PHARMACEUTICAL OF
CALIFORNIA, INC.
By: *
..................................
THOMAS SCHLEIGH
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
THOMAS SCHLEIGH
* Treasurer; Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
EVERGREEN PHARMACEUTICAL, INC.
By: *
..................................
DAVID J. DOANE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID J. DOANE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
HEARTLAND REPACK SERVICES LLC
By: Sole Member:
OMNICARE MANAGEMENT COMPANY
By: /s/ CHERYL D. HODGES
..................................
CHERYL D. HODGES
VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOEL F. GEMUNDER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
/s/ CHERYL D. HODGES Director February 18, 2003
.........................................
CHERYL D. HODGES
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
HIGHLAND WHOLESALE LLC
By: Sole Member:
NCS HEALTHCARE OF KENTUCKY, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
HMIS, INC.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
HOME CARE PHARMACY, INC.
By: *
..................................
MICHAEL J. ARNOLD
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. ARNOLD
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
HYTREE PHARMACY, INC.
By: *
..................................
ROLF SCHRADER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
ROLF SCHRADER
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
INTERLOCK PHARMACY SYSTEMS, INC.
By: *
..................................
MARK E. PRICE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MARK E. PRICE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
LANGSAM HEALTH SERVICES, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
LCPS ACQUISITION, LLC
By: Sole Member:
LANGSAM HEALTH SERVICES, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
LO-MED PRESCRIPTION SERVICES, INC.
By: *
..................................
ANTHONY SOLARO
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
ANTHONY SOLARO
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
.......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
LPI ACQUISITION CORP.
By: *
..................................
A. SAMUEL ENLOE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
A. SAMUEL ENLOE
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
MANAGED HEALTHCARE, INC.
By: *
..................................
CHRISTOPHER DALE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
CHRISTOPHER DALE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
MANAGEMENT & NETWORK SERVICES, INC.
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
MEDICAL ARTS HEALTH CARE, INC.
By: *
..................................
HAL J. HENDERSON
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
HAL J. HENDERSON
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
MEDICAL SERVICES CONSORTIUM, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
MED WORLD ACQUISITION CORP.
By: *
..................................
MICHAEL ROSENBLUM
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL ROSENBLUM
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
MOSI ACQUISITION CORP.
By: *
..................................
LINDA BUTLER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LINDA BUTLER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF ARIZONA, INC.
NCS HEALTHCARE OF ARKANSAS, INC.
NCS HEALTHCARE OF CONNECTICUT, INC.
NCS HEALTHCARE OF FLORIDA, INC.
NCS HEALTHCARE OF INDIANA, INC.
NCS HEALTHCARE OF IOWA, INC.
NCS HEALTHCARE OF KANSAS, INC.
NCS HEALTHCARE OF KENTUCKY, INC.
NCS HEALTHCARE OF MARYLAND, INC.
NCS HEALTHCARE OF MASSACHUSETTS, INC.
NCS HEALTHCARE OF MICHIGAN, INC.
NCS HEALTHCARE OF MINNESOTA, INC.
NCS HEALTHCARE OF MISSOURI, INC.
NCS HEALTHCARE OF MONTANA, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF NEW HAMPSHIRE, INC.
NCS HEALTHCARE OF NEW JERSEY, INC.
NCS HEALTHCARE OF NEW MEXICO, INC.
NCS HEALTHCARE OF NEW YORK, INC.
NCS HEALTHCARE OF NORTH CAROLINA, INC.
NCS HEALTHCARE OF OHIO, INC.
NCS HEALTHCARE OF OKLAHOMA, INC.
NCS HEALTHCARE OF OREGON, INC.
NCS HEALTHCARE OF PENNSYLVANIA, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF RHODE ISLAND, INC.
NCS HEALTHCARE OF SOUTH CAROLINA, INC.
NCS HEALTHCARE OF TENNESSEE, INC.
NCS HEALTHCARE OF TEXAS, INC.
NCS HEALTHCARE OF VERMONT, INC.
NCS HEALTHCARE OF WASHINGTON, INC.
NCS HEALTHCARE OF WISCONSIN, INC.
NCS OF ILLINOIS, INC.
NCS SERVICES, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF BEACHWOOD, INC.
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF CALIFORNIA, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF ILLINOIS, INC.
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE OF INDIANA LLC
By: Managing Member:
NCS HEALTHCARE OF INDIANA, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NCS HEALTHCARE, INC.
By: *
..................................
JOEL F. GEMUNDER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JOEL F. GEMUNDER
* Chief Financial Officer; Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
* Director February 18, 2003
.........................................
PATRICK E. KEEFE
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NATIONAL CARE FOR SENIORS LLC
By: Sole Member:
NCS HEALTHCARE OF KENTUCKY, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
NORTH SHORE PHARMACY SERVICES, INC.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OCR-RA ACQUISITION CORP.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OFL CORP.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE CLINICAL RESEARCH, INC.
By: *
..................................
DAVID MORRA
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Executive Officer; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE CLINICAL RESEARCH, LLC
By: Sole Member:
OMNICARE CLINICAL RESEARCH, INC.
By: *
..................................
DAVID MORRA
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Executive Officer; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE CR INC.
By: *
..................................
DAVID MORRA
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Executive Officer; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE EXTENDED PHARMA SERVICES, LLC
By: Sole Member:
OMNICARE MANAGEMENT COMPANY
By: /s/ CHERYL D. HODGES
..................................
CHERYL D. HODGES
VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOEL F. GEMUNDER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
/s/ CHERYL D. HODGES Director February 18, 2003
.........................................
CHERYL D. HODGES
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE HEADQUARTERS LLC
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Manager February 18, 2003
.........................................
REGIS T. ROBBINS
* Manager February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE MANAGEMENT COMPANY
By: /s/ CHERYL D. HODGES
...........................
CHERYL D. HODGES
VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOEL F. GEMUNDER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
/s/ CHERYL D. HODGES Director February 18, 2003
.........................................
CHERYL D. HODGES
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PENNSYLVANIA MED SUPPLY, LLC
By: Sole Member:
OMNICARE PHARMACIES OF PENNSYLVANIA
WEST, INC.
By: *
..................................
DANIEL CARTO
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DANIEL CARTO
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACEUTICS, INC.
By: *
..................................
DAVID MORRA
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACIES OF MAINE HOLDING
COMPANY
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACIES OF PENNSYLVANIA
EAST, LLC
By: Sole Member:
OMNICARE PHARMACIES OF PENNSYLVANIA
WEST, INC.
By: *
..................................
DANIEL L. CARTO
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DANIEL L. CARTO
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-69
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACIES OF PENNSYLVANIA
WEST, INC.
By: *
..................................
DANIEL CARTO
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DANIEL CARTO
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACIES OF THE GREAT
PLAINS HOLDING COMPANY
By: *
..................................
GARY W. KADLEC
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
GARY W. KADLEC
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-71
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY AND SUPPLY
SERVICES, INC.
By: *
..................................
GARY W. KADLEC
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
GARY W. KADLEC
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF COLORADO LLC
By: Managing Member:
LANGSAM HEALTH SERVICES, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF FLORIDA, L.P.
By: Its General Partner
PHARMACY HOLDING #2, LLC
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Manager February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Manager February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-74
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF INDIANA, LLC
OMNICARE PHARMACY OF NORTH CAROLINA, LLC
OMNICARE PHARMACY OF PUEBLO, LLC
PHARMACY HOLDING #1, LLC
PHARMACY HOLDING #2, LLC
By: Sole Member:
APS ACQUISITION LLC
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Manager February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Manager February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-75
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF MAINE LLC
By: Sole Member:
OMNICARE PHARMACIES OF MAINE
HOLDING COMPANY
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-76
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF MASSACHUSETTS LLC
By: Sole Member:
LANGSAM HEALTH SERVICES, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-77
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF NEBRASKA LLC
OMNICARE PHARMACY OF SOUTH DAKOTA LLC
By: Sole Member:
OMNICARE PHARMACIES OF THE GREAT
PLAINS HOLDING COMPANY
By: *
..................................
GARY W. KADLEC
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
GARY W. KADLEC
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-78
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF TENNESSEE LLC
By: Sole Member:
LANGSAM HEALTH SERVICES, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-79
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF TEXAS 1, L.P.
OMNICARE PHARMACY OF TEXAS 2, L.P.
By: Its General Partner
PHARMACY HOLDING #2, LLC
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Manager February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Manager February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-80
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PHARMACY OF THE MIDWEST, INC.
By: *
..................................
A. SAMUEL ENLOE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
A. SAMUEL ENLOE
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-81
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PURCHASING COMPANY
GENERAL PARTNER, INC.
OMNICARE PURCHASING COMPANY
LIMITED PARTNER, INC.
By: *
..................................
PATRICK E. KEEFE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
PATRICK E. KEEFE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-82
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
OMNICARE PURCHASING COMPANY LP
By: Its General Partner
OMNICARE PURCHASING COMPANY GENERAL
PARTNER, INC.
By: *
..................................
PATRICK E. KEEFE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
PATRICK E. KEEFE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
.......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-83
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PBM-PLUS, INC.
By: *
..................................
THOMAS W. LUDEKE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
THOMAS W. LUDEKE
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-84
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PHARMACON CORP.
By: *
..................................
WILLIAM J. LYONS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
WILLIAM J. LYONS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-85
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PHARMACY ASSOCIATES OF GLENS FALLS,
INC.
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-86
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PHARMACY CONSULTANTS, INC.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-87
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PHARMASOURCE HEALTHCARE, INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-88
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PHARM-CORP OF MAINE LLC
By: Sole Member:
OMNICARE PHARMACIES OF MAINE
HOLDING COMPANY
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-89
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
PHARMED HOLDINGS, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-90
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
RESCOT SYSTEMS GROUP, INC.
By: *
..................................
REGIS T. ROBBINS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
REGIS T. ROBBINS
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-91
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
ROESCHEN'S HEALTHCARE CORP.
By: *
..................................
PETER HOVIS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
PETER HOVIS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-92
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
ROYAL CARE OF MICHIGAN LLC
By: Sole Member:
SPECIALIZED PHARMACY SERVICES, INC.
By: *
..................................
DANIEL E. LOHMEIER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DANIEL E. LOHMEIER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-93
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SHC ACQUISITION CO, LLC
By: Sole Member:
HMIS, INC.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-94
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SHORE PHARMACEUTICAL PROVIDERS, INC.
By: *
..................................
PAUL B. MEYEROFF
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
PAUL B. MEYEROFF
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-95
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SOUTHSIDE APOTHECARY, INC.
By: *
..................................
NANCY STRASSNER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
NANCY STRASSNER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-96
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SPECIALIZED HOME INFUSION OF MICHIGAN
LLC
By: Sole Member:
SPECIALIZED PHARMACY SERVICES, INC.
By: *
..................................
DANIEL E. LOHMEIER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DANIEL E. LOHMEIER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-97
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SPECIALIZED PATIENT CARE SERVICES,
INC.
By: *
..................................
LEO P. FINN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LEO P. FINN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
.......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-98
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SPECIALIZED PHARMACY SERVICES, INC.
SPECIALIZED SERVICES OF MICHIGAN, INC.
By: *
..................................
DANIEL E. LOHMEIER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DANIEL E. LOHMEIER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-99
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
STERLING HEALTHCARE SERVICES, INC.
By: *
..................................
JOSEPH L. DUPUY
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JOSEPH L. DUPUY
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-100
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SUPERIOR CARE PHARMACY, INC.
By: *
..................................
MICHAEL WOOD
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL WOOD
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-101
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
SWISH, INC.
By: *
..................................
DAVID MORRA
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-102
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
TCPI ACQUISITION CORP.
By: *
..................................
GARY W. KADLEC
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
GARY W. KADLEC
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-103
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
THG ACQUISITION CORP.
By: *
..................................
DAVID J. DOANE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
DAVID J. DOANE
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-104
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
THE HARDARDT GROUP, INC.
By: *
..................................
DAVID MORRA
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
DAVID MORRA
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-105
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
THREE FORKS APOTHECARY, INC.
By: *
..................................
SCARLET LITTERAL
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
SCARLET LITTERAL
* Treasurer; Director February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-106
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
UC ACQUISITION CORP.
By: *
..................................
JACKIE ALKER
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JACKIE ALKER
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-107
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
UNI-CARE HEALTH SERVICES OF MAINE,
INC.
By: *
..................................
MICHAEL J. MASCALI
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
MICHAEL J. MASCALI
* Treasurer February 18, 2003
.........................................
RANDALL V. GAJ
* Director February 18, 2003
.........................................
DAVID W. FROESEL, JR.
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-108
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
VALUE HEALTH CARE SERVICES, INC.
By: *
..................................
LAWRENCE J. SOBEL
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
LAWRENCE J. SOBEL
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-109
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
VALUE PHARMACY, INC.
WILLIAMSON DRUG COMPANY, INCORPORATED
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-110
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
VITAL CARE INFUSIONS SUPPLY, INC.
By: *
..................................
STANLEY KAPLAN
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
STANLEY KAPLAN
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
.......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-111
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
WESTHAVEN SERVICES CO.
By: *
..................................
GARY W. KADLEC
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President; Director February 18, 2003
.........................................
GARY W. KADLEC
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-112
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.
WINSLOW'S PHARMACY
By: *
..................................
JEFFREY M. STAMPS
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President February 18, 2003
.........................................
JEFFREY M. STAMPS
* Treasurer February 18, 2003
.........................................
BRADLEY S. ABBOTT
* Director February 18, 2003
.........................................
THOMAS R. MARSH
* Director February 18, 2003
.........................................
REGIS T. ROBBINS
*By: /s/ CHERYL D. HODGES
......................................
CHERYL D. HODGES
ATTORNEY-IN-FACT
</Table>
II-113
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*1.1 Form of Underwriting Agreement with respect to the Common
Stock, Preferred Stock, Depositary Shares, Debt Securities,
Warrants, Trust Preferred Securities, Purchase Contracts and
Units.
3.1 Restated Certificate of Incorporation of Omnicare, Inc.
(incorporated herein by reference to our Annual Report on
Form 10-K for the fiscal year ended December 31, 1996), as
amended by a Certificate of Amendment (incorporated herein
by reference to Exhibit 3.2 to our registration statement on
Form S-4 dated May 26, 1998).
3.2 By-Laws of Omnicare, Inc., as amended (incorporated herein
by reference to our registration statement on Form S-3 dated
September 28, 1998).
4.1 Form of Senior Debt Securities Indenture (including form of
Senior Debt Securities).
4.2 Form of Subordinated Debt Securities Indenture (including
form of Subordinated Debt Securities).
*4.3 Form of Deposit Agreement (including form of Depositary
Receipt).
*4.4 Form of Warrant Agreement (including form of Warrant
Certificate).
*4.5 Form of Purchase Contract (including form of Purchase
Contract Certificate) and, if applicable, Pledge Agreement.
*4.6 Form of Unit Agreement (including form of Unit Certificate).
*4.7 Certificate of Designation of Preferred Stock.
*4.8 Form of Preferred Stock Certificate.
4.9 Rights Agreement, dated as of May 17, 1999, between
Omnicare, Inc. and First Chicago Trust Company of New York,
as Rights Agent (incorporated herein by reference to
Exhibit 4.4 to our Current Report on Form 8-K dated May 18,
1999).
4.10 Certificate of Trust of Omnicare Capital Trust I.
4.11 Trust Agreement of Omnicare Capital Trust I.
4.12 Certificate of Trust of Omnicare Capital Trust II.
4.13 Trust Agreement of Omnicare Capital Trust II.
4.14 Certificate of Trust of Omnicare Capital Trust III.
4.15 Trust Agreement of Omnicare Capital Trust III.
4.16 Form of Amended and Restated Trust Agreement of the Omnicare
Capital Trusts relating to Trust Preferred Securities.
4.17 Form of Trust Preferred Security (included in Exhibit 4.16).
4.18 Form of Guarantee Agreement of Omnicare, Inc. relating to
Trust Preferred Securities.
4.19 Form of Agreement as to Expenses and Liabilities relating to
Trust Preferred Securities (included in Exhibit 4.16).
5.1 Opinion of Dewey Ballantine LLP.
5.2 Opinion of Richards, Layton & Finger, P.A., Delaware
counsel.
'D'12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Dewey Ballantine LLP (included in its opinion
filed as Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (included in its
opinion filed as Exhibit 5.2).
23.3 Consent of Independent Auditors (PricewaterhouseCoopers
LLP).
'D'24 Powers of Attorney.
**25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under the Senior Debt
Securities Indenture.
**25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under the Subordinated
Debt Securities Indenture.
**25.3 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under Guarantee
Agreement of Omnicare, Inc. relating to Trust Preferred
Securities.
**25.4 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Trustee under Amended and
Restated Trust Agreement of the Omnicare Capital Trusts
relating to Trust Preferred Securities.
</Table>
- ---------
* To be filed with a post-effective amendment to the Registration Statement or
incorporated by reference from a Current Report on Form 8-K.
** To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).
'D' Previously filed.
II-114
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as................................ 'D'
The section symbol shall be expressed as...............................'SS'