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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): December 5, 1997
OMNICARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8269 31-1001351
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(Commission File Number) (IRS Employer Identification No.)
50 East RiverCenter Boulevard, Covington, Kentucky 41011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 291-6800
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Item 5. Other Events
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On December 10, 1997, Omnicare, Inc. issued the following press release:
OMNICARE COMPLETES OFFERING OF CONVERTIBLE SUBORDINATED DEBENTURES
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CINCINNATI, OHIO, DECEMBER 10, 1997 ...Omnicare, Inc. (NYSE:OCR) today
announced that it has completed the offering of $300 million of 5.0% convertible
subordinated debentures due December 1, 2007 in a private offering within the
United States to qualified institutional buyers and accredited investors. In
addition, the initial purchasers of the debentures have elected to exercise
their over-allotment option and purchase an additional $45 million in debentures
bringing the total offering to $345 million.
The debentures are unsecured, subordinated obligations, convertible into
approximately 8,712,121 shares of Omnicare common stock at a conversion price
of $39.60 per share, including shares sold to initial purchasers through
the over-allotment option. The debentures are also non-callable by the Company
for a period of three years.
The Company intends to use the net proceeds of the offering for the
repayment of bank debt under its revolving credit facility, the funding of
potential acquisitions and general corporate purposes.
The securities offered have not been registered under the Securities Act
of 1933 or applicable state securities laws, and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state laws.
Omnicare is a leading independent provider of pharmacy and related
consulting services for long-term care facilities such as nursing homes,
retirement centers and other institutional health care facilities. Omnicare
currently provides pharmacy and related consulting services to approximately
434,000 residents in over 5,400 long-term care facilities and other
institutional health care settings in 36 states.
On December 5, 1997, Omnicare, Inc. issued the following press release:
OMNICARE SELLS $300 MILLION OF CONVERTIBLE SUBORDINATED DEBENTURES
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CINCINNATI, OHIO, DECEMBER 5, 1997 . . . Omnicare, Inc. (NYSE:OCR) today
announced that it has sold $300 million of 5.0% convertible subordinated
debentures due December 1, 2007 in a private offering within the United States
to qualified institutional buyers and accredited investors and outside the
United States to non-U.S. investors.
The debentures are unsecured, subordinated obligations, convertible into
approximately 7,575,758 shares of Omnicare common stock at a conversion price of
$39.60 per share, excluding shares available to initial purchasers through the
exercise of an over-allotment option. The debentures are also non-callable for
three years.
The Company intends to use the net proceeds of the offering for the
repayment of bank debt under its revolving credit facility, the funding of
potential acquisitions and general corporate purposes.
The securities offered have not been registered under the Securities Act of
1933 or applicable state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state laws. This
announcement shall not constitute an offer to sell or a solicitation of an offer
to buy either the debentures or the common stock of Omnicare.
Omnicare is a leading independent provider of pharmacy and related
consulting services for long-term care facilities such as nursing homes,
retirement centers and other institutional health care facilities. Omnicare
currently provides pharmacy and related consulting services to approximately
434,000 residents in over 5,400 long-term care facilities and other
institutional health care settings in 36 states.
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SIGNATURE
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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.
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(Registrant)
Date: December 10, 1997 By: /s/ David W. Froesel, Jr.
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David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)