1 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): September 28, 1998 OMNICARE, INC. -------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 1-8269 31-1001351 ------ ---------- (Commission File Number) (I.R.S. Employer Identification No.) 100 East RiverCenter Boulevard, Covington, Kentucky 41011 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (606) 392-3300 ------------------------------------------------------------------- 2 Item 5. Other Events - -------------------- Omnicare, Inc. (Omnicare) acquired CompScript, Inc. and IBAH, Inc. on June 26, 1998 and June 29, 1998, respectively, in pooling-of-interests transactions. In connection with these transactions, Omnicare has restated its consolidated balance sheets as of December 31, 1997 and 1996, and the consolidated statements of income, retained earnings and cash flows for the three years ended December 31, 1997. Omnicare has also restated the related Management's Discussion and Analysis of Financial Condition and Results of Operations, the Five-Year Summary of Selected Financial Data and the Financial Data Schedules. The restated information referred to above is included in this Form 8-K filing. Item 7. Financial Statements and Exhibits - ----------------------------------------- (c) Exhibits Exhibit Number Exhibit ------- ------- 99.1 Restated Financial Statements 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations 99.3 Five-Year Summary of Selected Financial Data 27 Financial Data Schedules 2 3 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. --------------------------- (Registrant) Date: September 28, 1998 By: /s/ David W. Froesel, Jr. ---------------------- ------------------------------ David W. Froesel, Jr. Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 3