=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) : July 29, 1998 --------------- OMNICARE, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-8269 31-1001351 - ----------------------------------- ----------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 50 East River Center Blvd. Suite 1530 Covington, Kentucky 41011 -------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (606) 291-6800 ------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable -------------------------------------------------------------- (Former name or address, if changed since last report) =============================================================================== Item 5. Other Events. Omnicare, Inc., a Delaware corporation ("Omnicare"), has entered into an Asset Purchase Agreement (the "Purchase Agreement"), dated as of July 29, 1998, among Omnicare, Badger Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Omnicare, Extendicare Health Services, Inc., a Delaware corporation ("Extendicare"), and certain subsidiaries of Extendicare. The Purchase Agreement and the Press Release dated July 30, 1998, issued by Omnicare, which are attached as Exhibits 2.1 and 99.1, respectively, are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description Exhibit 2.1 Asset Purchase Agreement, dated as of July 29, 1998, among Omnicare, Inc., Badger Acquisition Corp., Extendicare Health Services, Inc., and certain subsidiaries of Extendicare Health Services, Inc. Exhibit 99.1 Press Release dated July 30, 1998 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. OMNICARE, INC. By: /s/ Cheryl D. Hodges --------------------------------------- Name: Cheryl D. Hodges Title: Senior Vice President Date: August 7, 1998 EXHIBIT INDEX Description Exhibit No. - ------------ ------------ 2.1 Asset Purchase Agreement, dated as of July 29, 1998, among Omnicare, Inc., Badger Acquisition Corp., Extendicare Health Services, Inc., and certain subsidiaries of Extendicare Health Services, Inc. 99.1 Press Release dated July 30, 1998 STATEMENT OF DIFFERENCES ------------------------ The trademark symbol shall be expressed as............................ 'tm' The registered trademark symbol shall be expressed as................. 'r' The section symbol shall be expressed as.............................. 'SS'