SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT

UNDER

SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 1

NeighborCare, Inc.

(Name of Subject Company (Issuer))

Omnicare, Inc.

Nectarine Acquisition Corp.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.02 per share

(Including the Associated Preferred Stock Purchase Rights)

(Title of Class of Securities)

64015Y104

(CUSIP Number of Common Stock)

Joel F. Gemunder

President and Chief Executive Officer

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

(859) 392-3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Filing Persons)

Copies to:

Morton A. Pierce, Esq.

Michael J. Aiello, Esq.

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$1,386,439,110	$175,662

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of (i) 43,672,753 shares of the common stock, par value $0.02, including the associated preferred stock purchase rights, of NeighborCare, Inc. (“Shares”), representing all of the outstanding Shares as of May 11, 2004 (less 100 Shares owned by Omnicare, Inc.), (ii) 259,980 Shares to be issued in connection with NeighborCare’s joint plan of reorganization confirmed by the Bankruptcy Court on September 20, 2001 and (iii) 2,281,904 Shares reserved for issuance upon the exercise of outstanding options to purchase Shares. The number of outstanding shares and shares reserved for issuance in connection with NeighborCare’s joint plan of reorganization is contained in the Quarterly Report on Form 10-Q filed by NeighborCare on May 14, 2004. The number of outstanding shares reserved for issuance upon the exercise of options is as disclosed in the transcript of NeighborCare, Inc.’s Second Quarter 2004 earnings conference call. on May 13, 2004.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $175,662	Filing party: Omnicare, Inc.
Form or Registration No.: SC TO	Date Filed: June 4, 2004

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1

¨ issuer tender offer subject to Rule 13e-4

¨ going private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer  ¨

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (“the Commission”) on June 4, 2004 (the “Schedule TO”) by Omnicare, Inc., a Delaware corporation (“Omnicare”), and Nectarine Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Omnicare. The Schedule TO relates to a tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.02 per share, including the associated preferred stock purchase rights, of NeighborCare, Inc. (the “Company”) for a purchase price of $30.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 4, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”) which, together with the Offer to Purchase, as hereby or hereafter amended or supplemented from time to time, constitute the “Offer”). Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have meanings assigned such terms in the Offer to Purchase and the Schedule TO.

ITEM 12. Exhibits.

Item 12 is hereby amended and supplemented with the following information:

Exhibit (a)(1)(I) Selected material from a presentation of Omnicare, Inc. at the Goldman Sachs Healthcare Conference on June 9, 2004 at the Ritz-Carlton Laguna Niguel, Dana Point, California.

SIGNATURE

After due 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.

Dated: June 10, 2004

OMNICARE, INC.
By:	/s/    Cheryl D. Hodges
Name:	Cheryl D. Hodges
Title:	Senior Vice President and Secretary

NECTARINE ACQUISITION CORP.
By:	/s/    Cheryl D. Hodges
Name:	Cheryl D. Hodges
Title:	Secretary

EXHIBIT INDEX

(a	)(1)(A)	Offer to Purchase dated June 4, 2004.*
(a	)(1)(B)	Letter of Transmittal.*
(a	)(1)(C)	Notice of Guaranteed Delivery.*
(a	)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a	)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a	)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a	)(1)(G)	Summary Advertisement, published June 4, 2004.*
(a	)(1)(H)	Press release issued by Omnicare on June 4, 2004.*
(a	)(1)(I)	Selected material from a presentation of Omnicare, Inc. at the Goldman Sachs Healthcare Conference on June 9, 2004 at the Ritz-Carlton Laguna Niguel, Dana Point, California.
(b	)	Commitment Letter Agreement among JPMorgan Chase Bank, J.P. Morgan Securities Inc., Lehman Commercial Paper Inc., Lehman Brothers Inc., SunTrust Bank, SunTrust Capital Markets, Inc., Canadian Imperial Bank of Commerce, CIBC World Markets Corp., Merrill Lynch Bank USA, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Omnicare Inc., dated June 3, 2004.*
(d	)	None.
(g	)	None.
(h	)	None.

* previously filed

EX-99. (A)(1)(I)

Exhibit (a)(1)(I)

Omnicare

Goldman Sachs Healthcare Conference

June 9, 2004

Forward-Looking Statements

Except for historical information discussed, the statements made today are forward-looking statements that involve risks and uncertainties.

Investors are cautioned that such statements are only predictions and that actual events or results may differ materially.

These forward-looking statements speak only as of this date. We undertake no obligation to publicly release the results of any revisions to the forward-looking statements made today, to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.

To facilitate comparisons and enhance understanding of core operating performance, certain financial measures have been adjusted from the comparable amount under generally accepted accounting principals (GAAP) to exclude the impact of special items.

A detailed reconciliation of adjusted numbers to GAAP is posted on our web site at www.omnicare.com.

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Omnicare’s Offer for NeighborCare

Premium Value and Certainty of Cash

•$ 30.00 per share in cash

– 70% premium to stock price day prior to public announcement offer

– 40% premium to 30-day average stock price (ending May 21, 2004)

– 30% premium to analysts’ median 12-month stock price targets

–$ 4 per share more than NeighborCare’s previous all time high

• Equity Value: $1.3 billion

• Transaction Value: $1.5 billion(1)

• Tender offer expiration: July 7, 2004 (5:00 PM NYC time)

1. Calculated as equity value plus debt ($258 million), minority interest ($10 million) less cash ($91 million), as per public filings.

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Omnicare’s Offer for NeighborCare

Creation of a Premier Institutional Pharmacy

• Stronger, more efficient company with greater resources to provide quality care and expanded services

• Annualized pro forma revenues of $5.4 billion and EBITDA of $634 million (pre-synergies)(1)

• Opportunities for good management talent in dynamic and rapidly growing healthcare services company

• Substantial benefits for both sets of shareholders and other constituencies

1. March 31, 2004 quarter annualized. EBITDA excludes NCRX “strategic planning, severance and other operating items.”

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Omnicare’s Offer for NeighborCare

Value Creation for Both Sets of Shareholders

NeighborCare

Premium valuation

All-cash consideration

No market or execution risk

Immediacy and certainty of value

Omnicare

Premier institutional pharmacy

Stronger combined company

Substantial potential synergies

Significantly accretive to EPS

Compelling Opportunity for all Shareholders

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Omnicare’s Offer for NeighborCare

Delivering $30 Requires Aggressive Assumptions

June 2004 (pre-offer)

June 2005

June 2006

Implied Future Stock Price Present Value of Implied Future Stock Price

Note: Implied future stock prices represent the product of NeighborCare’s pre-Omnicare offer consensus P/E ratio of 18.7x and future EPS assuming 45% growth per annum. (P/E ratio of 18.7x based on NeighborCare’s closing share price of $17.67 on May 21, 2004 and 2004E consensus EPS of $0.94; consensus based on Lehman Brothers 5/28/2004, Legg Mason 5/25/2004, Wachovia 5/24/2004, CIBC 5/18/2004, and Jefferies 5/14/2004). The present value data if implied future stock price is derived by discounting the implied future stock price by NeighborCare’s estimated cost of equity of 11%.

6

Omnicare’s Offer for NeighborCare

Transaction Summary

• Premium offer for shareholders and other constituents

• Immediate certainty of value – removal of market and execution risk

• Reaction from both sets of shareholders is exceptional

• Willing to discuss all aspects of the offer

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