-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RVi+U4ltLTQ6HRHTp7dWNXjsax2C1jAs+cDuSdlWSuC+oQz7rk8dRZ/Y4mZ61wlj IjomzfF6Mg90Cca61ra9mQ== 0000912057-98-000541.txt : 19980217 0000912057-98-000541.hdr.sgml : 19980217 ACCESSION NUMBER: 0000912057-98-000541 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NONE GROUP MEMBERS: AIM MANAGEMENT GROUP INC. GROUP MEMBERS: AMVESCAP GROUP SERVICES, INC. GROUP MEMBERS: AMVESCAP PLC GROUP MEMBERS: AVZ, INC. GROUP MEMBERS: INVESCO CAPITAL MANAGEMENT, INC. GROUP MEMBERS: INVESCO FUNDS GROUP, INC. GROUP MEMBERS: INVESCO MANAGEMENT & RESEARCH, INC. GROUP MEMBERS: INVESCO NORTH AMERICAN HOLDINGS, INC. GROUP MEMBERS: INVESCO PLC GROUP MEMBERS: INVESCO REALTY ADVISERS, INC. GROUP MEMBERS: INVESCO, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NCS HEALTHCARE INC CENTRAL INDEX KEY: 0001004990 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341816187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47039 FILM NUMBER: 98533651 BUSINESS ADDRESS: STREET 1: 3201 ENTERPRISE PKWY STREET 2: STE 2200 CITY: BEACHWOOD STATE: OH ZIP: 44122 MAIL ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CENTER STREET 2: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO PLC CENTRAL INDEX KEY: 0000864047 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 630780404 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11 DEVONSHIRE SQUARE CITY: LONDON EC2M 4YR STATE: X0 BUSINESS PHONE: 01144716263434 MAIL ADDRESS: STREET 1: 1315 PEACHTREE ST NE CITY: ALTANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO MIM PLC DATE OF NAME CHANGE: 19930519 SC 13G/A 1 Page 1 of 21 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B) SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NCS Healthcare - -------------------------------------------------------------------------------- (Name of Issuer) Class A - -------------------------------------------------------------------------------- (Title of Class of Securities) 628874-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) / / *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be FILED for the purpose of Section 18 of the Securities Exchange Act of 1934 (ACT) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Notes). Page 2 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons AMVESCAP PLC No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 3 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons AVZ, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 4 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons A I M Management Group Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C Page 5 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons AMVESCAP Group Services, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 6 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons INVESCO, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 7 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons INVESCO North American Holdings, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 8 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons INVESCO Capital Management, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 9 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons INVESCO Funds Group, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 10 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons INVESCO Management & Research, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 11 of 21 CUSIP No. 628874-10-9 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons INVESCO Realty Advisers, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 993,943 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 993,943 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 993,943 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 8.5% (12) Type of Reporting Person (See Instructions) H.C. Page 12 of 21 ITEM 1 (a) NAME OF ISSUER: NCS Healthcare ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3201 Enterprise Parkway Suite 220 Beachwood, OH 44122 ITEM 2 (a) NAME OF PERSON(S) FILING: AMVESCAP PLC ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 11 Devonshire Square London EC2M 4YR England ITEM 2 (c) CITIZENSHIP: Organized under the laws of England ITEM 2 (d) TITLE OF CLASS OF SECURITIES Class A ITEM 2 (e) CUSIP NUMBER: 628874-10-9 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or Dealer registered under Section 15 of the Act. (b) / / Bank as defined in Section 3(a)(6) of the Act. (c) / / Insurance Company as defined in Section 3(a)(19) of the Act. (d) / / Investment Company registered under Section 8 of the Investment Company Act. (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) / / Employee Benefit Plan, Pension Fund which is subject to provisions of Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F). (g) /X/ Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G). (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Page 13 of 21 ITEM 4 (a) - (c) OWNERSHIP: The information in items 1 and 5-11 on the cover pages (pp 2-6) of this statement on Schedule 13G is hereby incorporated by reference. The reporting persons expressly declare that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owners of any securities covered by this statement. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS / / Not Applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The reporting persons hold the securities covered by this report on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. The interest of any such persons does not exceed 5% of the class of securities. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: X AVZ, Inc. - holding company in accordance with Rule 13d-1(b)(ii)(G) - ---- X AIM Management Group Inc. - holding company in accordance with - ---- Rule 13d-1(b)(ii)(G) X AMVESCAP Group Services, Inc. - holding company in accordance with Rule - ---- 13d 1(b)(ii)(G) X INVESCO, Inc. - holding company in accordance with Rule 13d-1(b)(ii)(G) - ---- X INVESCO North American Holdings, Inc. - holding company also in accordance - ---- with Rule 13d-1(b)(ii)(G) INVESCO Capital Management, Inc. - investment adviser registered - ---- under Section 203 of the Investment Advisers Act of 1940. X INVESCO Funds Group, Inc. - investment adviser registered under - ---- Section 203 of the Investment Advisers Act of 1940. INVESCO Management & Research, Inc. - investment adviser - ---- registered under Section 203 of the Investment Advisers Act of 1940. INVESCO Realty Advisors, Inc. - investment adviser - ---- registered under Section 203 of the Investment Advisers Act of 1940 INVESCO MIM Management Limited - investment adviser organized - ---- in England. INVESCO Asset Management Limited - investment adviser organized in - ---- England. Subsidiaries not indicated with (X) have acquired no shares of security being reported on. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP. Not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP Not applicable. Page 14 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Michael Perman - ---------------------------------------------- Michael Perman, as Company Secretary for AMVESCAP PLC Page 15 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ David A. Hartley - ---------------------------------------------- David A. Hartley, as Company Secretary for each AVZ, Inc. and AMVESCAP Group Services, Inc. Page 16 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Carol F. Relihan - ---------------------------------------------- Carol F. Relihan Vice President, Secretary and General Counsel A I M Management Group Inc. Group Inc. Page 17 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Deborah A. Lamb - ---------------------------------------------- Deborah A. Lamb, Director of Compliance INVESCO, Inc. Page 18 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Frank J. Keeler - ---------------------------------------------- Frank J. Keeler, Secretary INVESCO North American Holdings, Inc. Page 19 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Deborah A. Lamb - ---------------------------------------------- Deborah A. Lamb, Director of Compliance INVESCO Capital Management, Inc. Page 20 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Deborah A. Lamb - ---------------------------------------------- Deborah A. Lamb, Assistant Secretary INVESCO Management & Research, Inc. Page 21 of 21 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable 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. - ---------------------------------------------- (Date) /s/ Deborah A. Lamb - ---------------------------------------------- Deborah A. Lamb, Assistant Secretary INVESCO Realty Advisers, Inc. -----END PRIVACY-ENHANCED MESSAGE-----