FILED BY: NCS HEALTHCARE, INC.

                           PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                                     AND DEEMED FILED PURSUANT TO RULE 14a-12(b)
                                       UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                           SUBJECT COMPANY: NCS HEALTHCARE, INC.
                                                   COMMISSION FILE NO.: 00-27602
                                                                        --------

ON AUGUST 9, 2002 NCS HEALTHCARE, INC. ISSUED THE FOLLOWING PRESS RELEASE:

FOR IMMEDIATE RELEASE

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

            NCS HEALTHCARE ADVISES STOCKHOLDERS TO TAKE NO ACTION AT
                THIS TIME IN RESPONSE TO OMNICARE'S TENDER OFFER

Beachwood, Ohio - (August 9, 2002) NCS HealthCare, Inc. (NCSS.OB), in response
to Omnicare, Inc.'s (NYSE: OCR) cash tender offer, commenced on August 8, 2002,
for all of the outstanding shares of Class A and Class B common stock of NCS
HealthCare for $3.50 per share, advises its stockholders to take no action at
this time. Omnicare's tender offer is under consideration by NCS HealthCare's
Board of Directors. On or before August 22, 2002, NCS HealthCare will advise its
stockholders of its position with respect to the tender offer, along with the
reasons for its position. NCS HealthCare requests its stockholders to defer
taking any action with respect to Omnicare's tender offer until they have been
advised of NCS HealthCare's position.

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 203,000
residents of long-term care facilities in 33 states and manages hospital
pharmacies in 14 states.

In connection with the upcoming special meeting of stockholders relating to NCS
HealthCare's proposed merger with Genesis Health Ventures, Inc. and the tender
offer from Omnicare, Inc. described above, NCS HealthCare, Inc. will be filing
certain materials with the Securities and Exchange Commission, including a proxy







statement and a Schedule 14D-9. SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of these
materials when they become available, 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 will be contained in NCS HealthCare's proxy statement relating to
the proposed merger with Genesis Health Ventures, Inc. when it becomes
available.

Statements made in this release, and in our other public filings and releases,
that are not historical facts contain "forward-looking" statements (as defined
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties that are difficult to predict and, in many instances, are beyond
our control, and therefore are subject to change at any time. These
forward-looking statements may include, but are not limited to, statements
containing words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "may" and similar expressions. Factors that could cause actual results
to differ materially from those contemplated by such forward-looking statements
include, but are not limited to, the following: our ability to obtain the
anticipated results and synergies from the proposed merger transaction with
Genesis and the increased uncertainty created by the integration of the two
businesses, the continued impact of the Medicare Prospective Payment System,
changes in State Medicaid and third party reimbursement levels, the credit
worthiness of customers, continuation of various trends in the long-term care
market (including the trend toward consolidation), negotiations with our senior
lenders related to our credit facility, negotiations with an ad hoc committee of
holders of our 5 3/4% Convertible Subordinated Debentures due 2004, negotiations
regarding payment and other terms with suppliers, competition among providers of
longer-term care pharmacy services, changes in regulatory requirements,
litigation matters, implementation of newly issued accounting standards, reform
of the healthcare system and other risks and uncertainties described in our SEC
reports. We disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. This information is presented solely to provide additional
information to further understand our company.





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