SC 14D9/A

                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC 20549

                           SCHEDULE 14D-9

                          (AMENDMENT NO. 7)

             SOLICITATION/RECOMMENDATION STATEMENT UNDER
       SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

                        NCS HEALTHCARE, INC.
                      (Name of Subject Company)

                        NCS HEALTHCARE, INC.
                  (Name of Person Filing Statement)

           CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
                   (Title of Class of Securities)

                              62887410
                (CUSIP Number of Class A Common Stock)

           CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
                   (Title of Class of Securities)

                           NOT APPLICABLE
                (CUSIP Number of Class B Common Stock)

                       MARY BETH LEVINE, ESQ.
             SENIOR VICE PRESIDENT AND CORPORATE COUNSEL
                        NCS HEALTHCARE, INC.
                 3201 ENTERPRISE PARKWAY, SUITE 220
                        BEACHWOOD, OHIO 44122
                           (216) 514-3350

(Name, Address and Telephone Number of Person Authorized to Receive Notice and
      Communications on Behalf of the Person Filing Statement)

                           WITH COPIES TO:

                       H. JEFFREY SCHWARTZ, ESQ.
                        MEGAN LUM MEHALKO, ESQ.
               BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
                    2300 BP TOWER, 200 PUBLIC SQUARE
                         CLEVELAND, OHIO 44114
                             (216) 363-4500

                         ROBERT B. PINCUS, ESQ.
                SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                           ONE RODNEY SQUARE
                       WILMINGTON, DELAWARE 19801
                             (302) 651-3000

  [ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

      This Amendment No. 7 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by NCS
Health Care, Inc. (the "Company" or "NCS") on August 20, 2002 and amended on
August 21, 2002, August 22, 2002, September 12, 2002, September 30, 2002,
October 8, 2002 and October 22, 2002 relating to the tender offer by NCS
Acquisition Corp. (the "Offeror"), a Delaware corporation and a wholly owned
subsidiary of Omnicare, Inc., a Delaware corporation ("Omnicare"), for all of
the outstanding shares of Class A Common Stock, par value $0.01 per share, of
NCS and Class B Common Stock, par value $0.01 per share, of NCS, at a price of
$3.50 per share, net to the seller in cash (the "Offer"). Except as otherwise
indicated, the information set forth in the original Schedule 14D-9 and
Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6 thereto remains
unchanged.

ITEM 8. ADDITIONAL INFORMATION

    (b) LEGAL MATTERS

      Item 8(b) of the Schedule 14D-9 is hereby amended to add the following at
the end thereof:

      On October 24, 2002, the Court of Chancery of the State of Delaware heard
oral argument in the Delaware Lawsuit on the motions for summary judgment
brought by Omnicare and the stockholder plaintiffs and the motions to dismiss
brought by the Company and Genesis. On October 25, 2002, the Court issued a
memorandum opinion on the motions to dismiss. The Court dismissed Counts II
through V of Omnicare's Second Amended Complaint, which alleged breach of
fiduciary duties by the Company's Board of Directors, due to Omnicare's lack of
standing. The Court found Omnicare lacked standing to bring these fiduciary duty
claims because it did not purchase the Company's stock until after the alleged
breaches of fiduciary duty occurred. The Court refused to dismiss Count I of the
Amended Complaint, which alleged that the Voting Agreements entered into by
Messrs. Outcalt and Shaw resulted in automatic conversion of the Class B shares
subject to such agreements into Class A shares, finding that Omnicare had
standing as a bidder to bring this claim. The Court has not yet issued a
decision on the motions for summary judgment on Count I. The Court's decision
has no effect on the alleged breach of fiduciary duty claims brought by
stockholder plaintiffs.

      The foregoing paragraph includes a summary of the memorandum opinion, and
is qualified in its entirety by the full text of the memorandum opinion, a copy
of which is filed as Exhibit 99.10 hereto, and is incorporated herein by
reference.

ITEM 9. EXHIBITS

      Item 9 of the Schedule 14D-9 is hereby supplemented by adding the
following additional exhibits:



EXHIBIT NO.
- -----------
             
Exhibit 99.10   Memorandum Opinion and Order, issued on October 25, 2002.
                (Incorporated herein by reference to Exhibit (a)(1)(II)
                to Amendment No. 22 to Omnicare's Tender Offer Statement on
                Schedule TO/A, filed on October 28, 2002.)

Exhibit 99.11   Press Release issued by the Company on October 29, 2002.*

- ---------
* Filed herewith.


                                        2

                                    SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                        NCS HEALTHCARE, INC.

                                        By: /s/ Kevin B. Shaw
                                            ------------------------------------
                                            Kevin B. Shaw
                                            President and Chief Executive
                                            Officer

Dated:  October 28, 2002

EX-99.11

                                                                   Exhibit 99.11


FOR IMMEDIATE RELEASE

Contact:    Gerald D. Stethem
            Senior Vice President & Chief Financial Officer
            NCS HealthCare, Inc.
            216-378-6808

                     NCS HEALTHCARE ANNOUNCES COURT DECISION

Beachwood, Ohio - (October 29, 2002) On October 25, 2002, the Court of Chancery
of the State of Delaware issued a memorandum opinion on the motions brought by
NCS HealthCare, Inc. (NCSS.OB) and Genesis Health Ventures, Inc. (NASDAQ:GHVI)
to dismiss the complaint filed on August 1, 2002 by Omnicare, Inc. (NYSE:OCR)
against NCS HealthCare in connection with its merger agreement with Genesis. The
Court dismissed Counts II through V of Omnicare's complaint, which alleged
breach of fiduciary duties by NCS' Board of Directors in connection with their
approval of the Genesis merger agreement, due to Omnicare's lack of standing.
The Court found that Omnicare lacked standing to bring these fiduciary duty
claims because it did not purchase NCS' stock until after the NCS Board of
Directors approved the Genesis merger.

The Court did not dismiss Count I of Omnicare's complaint, which alleged that
the voting agreements entered into by Messrs. Outcalt and Shaw to vote their
shares in favor of the Genesis merger agreement resulted in automatic
conversion of their ten-votes per share Class B shares into one-vote per share
Class A shares, finding that Omnicare had standing as a bidder to bring this
claim. The Court's decision has no effect on the alleged breach of fiduciary
duty claims brought against NCS by other stockholders of NCS.

                                    * * * * *

NCS HealthCare, Inc. is a leading provider of pharmaceutical and related
services to long-term care facilities, including skilled nursing centers,
assisted living facilities and hospitals. NCS serves approximately 201,000
residents of long-term care facilities in 33 states and manages hospital
pharmacies in 10 states.

In connection with the upcoming special meeting of stockholders relating to
NCS' proposed merger with Genesis Health Ventures, Inc. and a pending
tender offer from Omnicare, Inc., NCS HealthCare, Inc. has filed certain
materials with the Securities and Exchange Commission, including a preliminary
proxy statement and a Solicitation/Recommendation Statement on Schedule 14D-9.
SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
these materials, as well as other materials filed with the Securities and
Exchange





Commission concerning NCS HealthCare, Inc., at the Securities and Exchange
Commission's website at http://www.sec.gov. In addition, these materials and
other documents may be obtained for free from NCS HealthCare, Inc. by directing
a request to NCS HealthCare, Inc. at 3201 Enterprise Parkway, Suite 220,
Beachwood, Ohio 44122; Attn: Investor Relations. NCS HealthCare, Inc. and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the Company's stockholders with respect to the
special meeting described above. Information concerning such participants is
contained in NCS HealthCare's preliminary proxy statement relating to the
proposed merger with Genesis Health Ventures, Inc.