-----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, OCUj6ss2ZdGQXlrYjFvBG0IpHtgjmrqNbHdOvNvguA9fIiJKxymr1JNc1rkFGWf+ kzSps0KlAYOJH54TRSCLag== 0000950152-97-006736.txt : 19970927 0000950152-97-006736.hdr.sgml : 19970927 ACCESSION NUMBER: 0000950152-97-006736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970912 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970919 SROS: NONE 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: 97683046 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: 2800 CHEMED CENTER STREET 2: 255 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202-4728 8-K 1 OMNICARE, INC. 8-K 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 12, 1997 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.) 50 East RiverCenter Boulevard, Covington, Kentucky 41011 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (606) 291-6800 2 Item 2. Acquisition or Disposition of Assets Pursuant to an Agreement and Plan of Merger, dated as of August 7, 1997, by and among Omnicare, Inc. ("Omnicare" or the "Company"), Omnicare Acquisition Corp., a wholly owned subsidiary of the Company ("Sub") and American Medserve Corporation ("AMCI"), Sub commenced a tender offer for all outstanding AMCI shares at $18 per share in cash. The tender offer expired on September 12, 1997 and Sub accepted for payment approximately 97% of the outstanding shares. On September 16, 1997, Sub was merged with and into AMCI, each remaining share (other than shares owned directly or indirectly by the Company or AMCI or shares held by holders exercising dissenters' rights) was converted into the right to receive $18 in cash and AMCI became a wholly owned subsidiary of the Company. American Medserve Corporation, based in Naperville, Illinois, provides comprehensive pharmacy and related services to approximately 51,400 residents in 720 long-term care facilities in 11 states. Additionally, American Medserve Corporation is a joint venture partner with an affiliate of The Evangelical Lutheran Good Samaritan Society, which ranks as the nation's fifth-largest nursing home operator, serving 27,000 residents. The assets of the business acquired consist primarily of accounts receivable, inventory, fixed assets (primarily computer equipment, medication carts, vehicles and office furniture, fixtures and equipment) and goodwill. The acquisition will be accounted for as a purchase transaction. The cash purchase price of AMCI totalled approximately $223 million. In connection with this agreement, Omnicare also assumed AMCI's liabilities, including bank debt totalling $16.7 million, which has been retired. The cash payments required at the closing of this transaction were funded from drawing down $250 million, on September 16, 1997, from the Company's $400 million revolving credit agreement with a consortium of sixteen banks. After this transaction, Omnicare has a total of $150 million of financing available under this revolving credit facility. There is no material relationship between AMCI and Omnicare, any of Omnicare's affiliates, any Omnicare director or officer, or any associate of any such director or officer. With the completion of this acquisition, Omnicare provided pharmacy and related consulting services to approximately 413,000 residents in over 5,100 long-term care facilities in 35 states. Based on the revenues of Omnicare and American Medserve Corporation for the quarter ended June 30, 1997, annualized revenues of the combined companies are in excess of $975.0 million. 2 3 Item 7. Financial Statement and Exhibits (a) Financial statements of business acquired. Financial statements of AMCI as of and for the year ended December 31, 1996 are incorporated by reference to AMCI's Annual Report on Form 10-K for the year ended December 31, 1996, filed March 31, 1997. Financial statements as of and for the six months ended June 30, 1997 are incorporated by reference to AMCI's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed August 13, 1997. The audit report of Ernst & Young LLP is incorporated by reference to AMCI's Annual Report on Form 10-K for the year ended December 31, 1996. (b) Pro forma financial information. To be filed by an amendment to this Form 8-K not later than 60 days after the date that this report was required to be filed. (c) Exhibits.
Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of August 7, 1997, by and among the Company, Sub and AMCI, is incorporated by reference to Exhibit (c)(1) to the Company's Tender Offer Statement on Schedule 14D-1 dated August 14, 1997. 23.1 Consent of Ernst & Young LLP
3 4 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 19, 1997 By:/s/David W. Froesel, Jr. ----------------------------- ------------------------ David W. Froesel, Jr. Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 4 5 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of August 7, 1997, by and among the Company, Sub and AMCI, is incorporated by reference to Exhibit (c)(1) to the Company's Tender Offer Statement on Schedule 14D-1 dated August 14, 1997. 23.1 Consent of Ernst & Young LLP
5 EX-23 2 EXHIBIT 23 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in this Form 8-K of Omnicare, Inc.; in the Registration Statements on Form S-3 Nos. 333-01203, 33-81644, 33-83752, 33-59689, 33-62975, 333-07695, 333-00635 and 333-33279 and related Prospectus of Omnicare, Inc.; in the Registration Statements on Form S-8 Nos. 2-78161, 33-34635, 33-48209, 33-88856 and 333-02667 of Omnicare, Inc.; and in the Registration Statement on Form S-4 of Omnicare, Inc., of our report dated March 19, 1997 with respect to the consolidated financial statements and schedule of American Medserve Corporation included in its Form 10-K for the year ended December 31, 1996 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois September 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----