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) - May 17, 1999
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OMNICARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8269 31-1001351
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
100 East RiverCenter Boulevard, Suite 1600
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)
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Not applicable
(Former name or address, if changed since last report)
Item 5. Other Events.
On May 17, 1999, the Board of Directors of Omnicare, Inc. (the "Company")
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend is payable on June 2, 1999 (the "Record
Date") to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one ten-thousandth of a share of
Series A Junior Participating Preferred Stock of the Company, without par value
(the "Preferred Shares"), at a price of $135.00 per one ten-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement between the Company
and First Chicago Trust Company of New York, as Rights Agent.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
4.1 Rights Agreement, dated as of May 17, 1999, by and
between Omnicare, Inc. and First Chicago Trust Company of
New York, as Rights Agent. The Rights Agreement includes
the Form of Certificate of Designations of Series A
Junior Participating Preferred Stock as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary
of Rights as Exhibit C.
99.1 Press Release, dated May 17, 1999, announcing the
adoption of the Rights Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
OMNICARE, INC.
By: /s/ Cheryl D. Hodges
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Cheryl D. Hodges
Senior Vice President
Dated: May 18, 1999
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of May 17, 1999 by and between
Omnicare Inc. and First Chicago Trust Company of New
York, as Rights Agent. The Rights Agreement includes the
Form of Certificate of Designations of Series A Junior
Participating Preferred Stock as Exhibit A, the form of
Rights Certificate as Exhibit B and the Summary of Rights as
Exhibit C.
99.1 Press Release, dated May 17, 1999, announcing the adoption of
the Rights Agreement.
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