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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) : September 16, 1998
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OMNICARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-8269 31-1001351
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(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
100 East RiverCenter Blvd.
Covington, Kentucky 41011
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(Address of principal executive offices) (Zip Code)
(606) 392-3300
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Omnicare, Inc., a Delaware corporation (the "Registrant"), through several
wholly-owned subsidiaries, has acquired, effective as of September 16, 1998,
substantially all of the institutional pharmacy assets (the "Business") of
Extendicare Health Services, Inc., a Delaware corporation ("Extendicare"), and
certain subsidiaries of Extendicare (together with Extendicare, "Sellers"). The
acquisition was made pursuant to the Asset Purchase Agreement dated as of July
29, 1998 (the "Asset Purchase Agreement"). A copy of the Asset Purchase
Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by
reference. A copy of the press release announcing the closing of the asset
acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
The purchase price consisted of $250 million in cash, 125,000 shares of
Registrant's common stock, par value $1.00 per share ("Common Stock") and
warrants to purchase up to 1.5 million shares of Common Stock at $48.00 per
share. The cash portion of the purchase price is subject to adjustment as set
forth in the Asset Purchase Agreement. The purchase price was determined by
arms-length negotiations among the parties. Registrant obtained the funds for
the purchase price through an existing $400 million credit facility the
Registrant maintains with a consortium of sixteen banks.
Registrant intends to continue to use the assets purchased from Sellers in
the operation of the Business. No material relationship exists between Sellers
and Registrant or any of Registrant's affiliates, directors or officers, or any
associate of any such directors or officers, although it is anticipated that the
Registrant will provide pharmacy services to the Sellers or their affiliates.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a),(b) The Registrant will file the required financial statements
within 75 days of September 16, 1998.
(c) Exhibits
Exhibit No. Description
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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.
(incorporated herein by reference to
Registrant's Current Report on Form 8-K,
dated August 7, 1998)
99.1 Press Release dated September 17, 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.
/s/ David W. Froesel, Jr.
By:--------------------------
Name: David W. Froesel, Jr.
Title: Senior Vice President and
Chief Financial Officer
Date: September 28, 1998
EXHIBIT INDEX
Description Exhibit No.
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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.(incorporated herein by
reference to Registrant's Current Report on
Form 8-K, dated August 7, 1998)
99.1 Press Release dated September 17, 1998