<SEC-DOCUMENT>0001172661-11-000506.txt : 20110811
<SEC-HEADER>0001172661-11-000506.hdr.sgml : 20110811
<ACCEPTANCE-DATETIME>20110811120431
ACCESSION NUMBER: 0001172661-11-000506
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110811
DATE AS OF CHANGE: 20110811
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: OMNICARE INC
CENTRAL INDEX KEY: 0000353230
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 311001351
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-33074
FILM NUMBER: 111026675
BUSINESS ADDRESS:
STREET 1: 100 E RIVERCENTER BLVD
STREET 2: STE 1600
CITY: COVINGTON
STATE: KY
ZIP: 41101
BUSINESS PHONE: 6063923300
MAIL ADDRESS:
STREET 1: 100 E RIVERCENTER BLVD
STREET 2: STE 1600
CITY: COVINGTON
STATE: KY
ZIP: 41101
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Brahman Capital Corp.
CENTRAL INDEX KEY: 0001014894
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 655 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 681-9797
MAIL ADDRESS:
STREET 1: 655 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: BRAHMAN CAPITAL CORP
DATE OF NAME CHANGE: 19990325
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>ocr080111.txt
<DESCRIPTION>SCHEDULE 13G HOLDINGS REPORT
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Omnicare, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
681904108
(CUSIP Number)
August 1, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 cover 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 the
Notes).
<Page>
CUSIP No. 681904108
1. Names of Reporting Persons.
Brahman Capital Corp.
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 7,160,800
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 7,160,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,160,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.18%
12. Type of Reporting Person (See Instructions) CO
<Page>
CUSIP No. 681904108
1. Names of Reporting Persons.
Brahman Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 4,190,100
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 4,190,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,190,100
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 3.62%
12. Type of Reporting Person (See Instructions) OO
<Page>
CUSIP No. 681904108
1. Names of Reporting Persons.
Robert J. Sobel
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 7,160,800
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 7,160,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,160,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.18%
12. Type of Reporting Person (See Instructions) IN
<Page>
CUSIP No. 681904108
1. Names of Reporting Persons.
Mitchell A. Kuflik
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 7,160,800
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 7,160,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,160,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.18%
12. Type of Reporting Person (See Instructions) IN
<Page>
CUSIP No. 681904108
1. Names of Reporting Persons.
Peter A. Hochfelder
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 7,160,800
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 7,160,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,160,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.18%
12. Type of Reporting Person (See Instructions) IN
<Page>
Item 1. (a) Issuer: Omnicare, Inc. (the "Company")
Item 1. (b) Address of Issuer's Principal Executive Offices:
100 East RiverCenter Boulevard
Suite 1600
Covington, Kentucky 41011
Item 2. (a) Name of Person Filing:
This statement is filed by:
(i) Brahman Capital Corp. (the "Investment Manager"), with respect
to the shares of Common Stock (as defined in Item 2(d) below)
directly held by certain investment funds to which the Investment
Manager serves as investment manager (collectively, the "Brahman
Funds");
(ii) Brahman Management, L.L.C. (the "General Partner"), which
serves as the general partner of certain investment funds (the
"Domestic Brahman Funds"), with respect to the shares of Common
Stock directly held by the Domestic Brahman Funds;
(iii) Robert J. Sobel, who serves as a principal of the Investment
Manager and a managing member of the General Partner, with respect
to the shares of Common Stock directly held by each of the Brahman
Funds;
(iv) Mitchell A. Kuflik, who serves as a principal of the Investment
Manager and a managing member of the General Partner, with respect
to the shares of Common Stock directly held by each of the Brahman
Funds; and
(v) Peter A. Hochfelder, who serves as a principal of the Investment
Manager and a managing member of the General Partner, with respect
to the shares of Common Stock directly held by each of the Brahman
Funds.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons." The filing of this statement should
not be construed as an admission that any of the Reporting Persons
is, for the purposes of Section 13 of the Act, the beneficial owner
of the Common Stock reported herein.
(b) Address of Principal Business Offices:
655 Third Avenue
11th Floor
New York, New York 10017
(c) Citizenship:
Please refer to Row 4 of the cover page for each Reporting Person
(d) Title of Class of Securities:
Common Stock, $1 par value per share (the "Common Stock")
(e) CUSIP Number: 681904108
Item 3. Not Applicable
Item 4. Ownership
The information as of the filing date required by Items 4(a)-(c) is
set forth in Rows 5-11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting
Person.
The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2011 filed with the Securities and Exchange Commission on July 26,
2011, states that as of June 30, 2011 there were 115,808,485 shares of
Common Stock outstanding. The percentage set forth in Row 11 of the
cover page for each Reporting Person is based on 115,808,485 shares of
Common Stock outstanding.
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.
Not Applicable
<Page>
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and held in the ordinary course of
business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<Page>
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: August 11, 2011
Brahman Capital Corp.
By: /s/ Richard Grossman
--------------------------
Name: Richard Grossman
Title: General Counsel
Brahman Management, L.L.C.
By: /s/ Richard Grossman
--------------------------
Name: Richard Grossman
Title: General Counsel
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
<Page>
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G, dated
August 11, 2011, (the "Schedule 13G"), with respect to the Common Stock of
Omnicare, Inc. is filed, and all amendments thereto will be filed, on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, and that this Agreement
shall be included as an Exhibit to the Schedule 13G. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G, and for
the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 11th day of August 2011.
Brahman Capital Corp.
By: /s/ Richard Grossman
--------------------------
Name: Richard Grossman
Title: General Counsel
Brahman Management, L.L.C.
By: /s/ Richard Grossman
--------------------------
Name: Richard Grossman
Title: General Counsel
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
<Page>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>