-----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, DUXn9uV1P93e7c0X7kOqXkGNI/x+ZcfQqbaw0Ml006QBmZq9PlRKlJ0oXM6cp8l8 O7eN+kY9EFhDyeHdtYWj+g== 0000950152-96-004620.txt : 19960912 0000950152-96-004620.hdr.sgml : 19960912 ACCESSION NUMBER: 0000950152-96-004620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960910 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 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: 1934 Act SEC FILE NUMBER: 001-08269 FILM NUMBER: 96628617 BUSINESS ADDRESS: STREET 1: 255 EAST FIFTH ST STREET 2: 2800 CHEMED CENTER CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137626666 MAIL ADDRESS: STREET 1: 2800 CHEMED CENTER STREET 2: 255 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202-4728 8-K 1 OMNICARE 1 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 10, 1996 OMNICARE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-8269 31-1001351 ---------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2800 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202 --------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (513) 762-6666 ------------------------------------------------------------------ 2 Item 5. Other Events ------------ Registrant's press release dated September 10, 1996 is filed herewith as Exhibit 99 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits --------------------------------------------------------- (c) Exhibits: Exhibit 99 - Press Release of Registrant dated September 10, 1996 -2- 3 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. ----------------------- (Registrant) Date: September 11, 1996 By: /s/Joel F. Gemunder ----------------------- -------------------- Joel F. Gemunder President (Principal Executive Officer) -3- 4 EXHIBIT INDEX -------------
Exhibit Exhibit Sequence Page Number - -------- ----------- 99. Press release of Registrant E-2 - E-3 dated September 10, 1996.
E-1 EX-99 2 EXHIBIT 99 1 Exhibit 99 FOR IMMEDIATE RELEASE: CONTACTS FOR OMNICARE: Cheryl D. Hodges 513/762-6967 or Gary L. Rhodes 513/762-6660 OMNICARE TO REDEEM OUTSTANDING 5 3/4% CONVERTIBLE SUBORDINATED NOTES ------------------------------------- CINCINNATI, OHIO, September 10, 1996 . . . Omnicare, Inc. (NYSE:OCR) today announced that it intends to call for redemption all of its outstanding 5 3/4% Convertible Subordinated Notes due 2003 ("Notes"). The Company currently has approximately $73.6 million in such Notes outstanding. The Notes are to be redeemed on October 10, 1996. The Notes can be converted into shares of Omnicare common stock at a conversion price of $7.22 per share, or 138.52 shares per $1,000 principal amount of Notes. Based upon the closing price of Omnicare common stock on September 9, 1996 of $28.00 per share, the market value of the shares issuable per $1,000 principal amount of Notes is $3,878.56. Conversion rights on the securities will expire at 5:00 p.m. New York City time on October 3, 1996. Conversion of all outstanding Notes would result in the issuance of 10.2 million new shares of Omnicare common stock. Notes not converted into common stock will be redeemed at a total redemption price of $1,039.74 in cash per $1,000 principal amount of Notes, including accrued interest. On and after October 10, 1996, interest will cease to accrue. Omnicare said that the conversion of the $73.6 million in Notes will not only result in reduced interest expense and increased cash flow, but will also enhance the Company's financial position. After conversion, Omnicare's long-term debt to total capital will be reduced to less than 1%. Conversion of the Notes will not have a dilutive impact on the Company's fully-diluted earnings per share, since the calculation of this item historically assumes 100% conversion. E-2 2 The Conversion and Paying Agent is NBD Bank in Detroit, Michigan. Shareholder Communications Corporation, 17 State Street, New York, New York 10004 will act as Information Agent for the Notes. Official notice of redemption will be mailed to all holders. For further information contact Shareholder Communications Corporation at 1-800-877-8579. Omnicare, headquartered in Cincinnati, Ohio, is the nation's leading independent provider of professional pharmacy and related consulting services for long-term care facilities such as nursing homes, retirement centers and other institutional health care facilities. It currently provides pharmacy services to over 264,000 residents in long-term care facilities across the United States. ### E-3 -----END PRIVACY-ENHANCED MESSAGE-----