-----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, NqEM/QwJOb7Q00nGlSrKs8CgLC7O70o4CaaC79bteMzYLZSR7GJupw1m9Q7AZtzA u5ODifEDAq6KLWEx5hwoig== 0000950117-98-001786.txt : 19980929 0000950117-98-001786.hdr.sgml : 19980929 ACCESSION NUMBER: 0000950117-98-001786 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980916 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980928 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08269 FILM NUMBER: 98716118 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: STE 1530 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 5137626666 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: STE 1530 CITY: COVINGTON STATE: KY ZIP: 41011 8-K 1 OMNICARE,INC. 8-K = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 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 16, 1998 --------------- OMNICARE, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-8269 31-1001351 - ----------------------------------- ---------------------------- --------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 100 East RiverCenter Blvd. Covington, Kentucky 41011 ---------------------------------------------- ------------ (Address of principal executive offices) (Zip Code)
(606) 392-3300 ------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable -------------------------------------------------------------- (Former name or address, if changed since last report) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = Item 2. Acquisition or Disposition of Assets. Omnicare, Inc., a Delaware corporation (the "Registrant"), through several wholly-owned subsidiaries, has acquired, effective as of September 16, 1998, substantially all of the institutional pharmacy assets (the "Business") of Extendicare Health Services, Inc., a Delaware corporation ("Extendicare"), and certain subsidiaries of Extendicare (together with Extendicare, "Sellers"). The acquisition was made pursuant to the Asset Purchase Agreement dated as of July 29, 1998 (the "Asset Purchase Agreement"). A copy of the Asset Purchase Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by reference. A copy of the press release announcing the closing of the asset acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by reference. The purchase price consisted of $250 million in cash, 125,000 shares of Registrant's common stock, par value $1.00 per share ("Common Stock") and warrants to purchase up to 1.5 million shares of Common Stock at $48.00 per share. The cash portion of the purchase price is subject to adjustment as set forth in the Asset Purchase Agreement. The purchase price was determined by arms-length negotiations among the parties. Registrant obtained the funds for the purchase price through an existing $400 million credit facility the Registrant maintains with a consortium of sixteen banks. Registrant intends to continue to use the assets purchased from Sellers in the operation of the Business. No material relationship exists between Sellers and Registrant or any of Registrant's affiliates, directors or officers, or any associate of any such directors or officers, although it is anticipated that the Registrant will provide pharmacy services to the Sellers or their affiliates. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a),(b) The Registrant will file the required financial statements within 75 days of September 16, 1998. (c) Exhibits
Exhibit No. Description ----------- ----------- 2.1 Asset Purchase Agreement, dated as of July 29, 1998, among Omnicare, Inc., Badger Acquisition Corp., Extendicare Health Services, Inc., and certain subsidiaries of Extendicare Health Services, Inc. (incorporated herein by reference to Registrant's Current Report on Form 8-K, dated August 7, 1998) 99.1 Press Release dated September 17, 1998
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. /s/ David W. Froesel, Jr. By:-------------------------- Name: David W. Froesel, Jr. Title: Senior Vice President and Chief Financial Officer Date: September 28, 1998 EXHIBIT INDEX
Description Exhibit No. - ----------- ----------- 2.1 Asset Purchase Agreement, dated as of July 29, 1998, among Omnicare, Inc., Badger Acquisition Corp., Extendicare Health Services, Inc., and certain subsidiaries of Extendicare Health Services, Inc.(incorporated herein by reference to Registrant's Current Report on Form 8-K, dated August 7, 1998) 99.1 Press Release dated September 17, 1998
EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 COVINGTON, Ky. -- Sept. 17, 1998--Omnicare, Inc. (NYSE:OCR) announced that it has completed the previously announced acquisition of the institutional pharmacy operations of Extendicare Health Services, Inc. ("EHSI"), a wholly owned subsidiary of Extendicare Inc. (NYSE:EXEa; TSE/ME:EXE and EXE.A; NYSE:EXE.A) for $250 million in cash, 125,000 shares of Omnicare common stock and 1.5 million warrants to purchase Omnicare common stock at $48.00 per share. The warrants have a seven-year term and are first exercisable in September 2001. Given the economies of scale and cost synergies anticipated from the acquisition, it is expected that the transaction will be non-dilutive to Omnicare's per share earnings in 1998 and accretive in 1999 and beyond. Based in Milwaukee, Wisconsin, the pharmacy business of EHSI, operating under the name United Professional Companies, Inc. ("UPC"), has contracts to provide comprehensive pharmacy, related consulting and infusion therapy services to approximately 55,000 residents in more than 550 facilities in 12 states. This transaction also offers Omnicare the opportunity to provide pharmacy services to an additional 77 Extendicare facilities with capacity for 9,300 residents in Canada and the United Kingdom. Based upon the six months ended June 30, 1998, UPC's pharmacy revenues are running at the annualized rate of approximately $165 million. Extendicare, based in Markham, Ontario, is one of the largest operators of long-term care facilities in North America. On June 30, 1998, the Corporation operated 317 facilities, with capacity for over 31,900 residents and had more than 41,100 employees in the United States, Canada, and the United Kingdom. Extendicare also provides medical specialty services, including subacute care and rehabilitative therapy services and other medical supplies and services in the United States as well as home care and rehabilitative therapy services in Canada. Omnicare is a leading geriatric pharmaceutical care company. Currently serving approximately 554,000 residents in more than 6,870 long-term care facilities in 40 states, Omnicare is the nation's largest provider of professional pharmacy, related consulting and data management services for long-term care, assisted living and other institutional health care providers. Omnicare also provides comprehensive clinical research services for the pharmaceutical and biotechnology industries. (Statements in this press release concerning Omnicare's future economic performances, anticipated profitability, anticipated cost synergies, the impact of the Extendicare transaction on earnings, and the potential for expansion, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgement of Omnicare based on currently available information. Such forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of Omnicare, include overall economic and business conditions, trends for the continued growth of the pharmacy businesses of Omnicare, the realization of anticipated revenues, profitability and cost synergies of the combined companies, the demand for Omnicare's products and services, pricing and other competitive factors in the industry, new government regulations and/or legislative initiatives, the successful integration of the Extendicare transaction, and other risks and uncertainties described in Omnicare's reports and filings with the Securities and Exchange Commission. There can be no such assurance that such factors will not affect the accuracy of such forward-looking statements, and Omnicare assumes no obligation to update the information in this release.) - ----------------------------------- Contact: Omnicare, Inc. Cheryl D. Hodges, 606/392-3331 -----END PRIVACY-ENHANCED MESSAGE-----