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. 16

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. 16 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 6. Purposes of the Transaction and Plans or Proposals.

Item 6 of the Schedule TO is hereby amended and supplemented by including the following information:

(a) a copy of the press release issued by Omnicare, Inc. with respect to Omnicare’s nomination of individuals to the Company’s Board of Directors is filed herewith as Exhibit (a)(1)(X) and incorporated herein by reference;

(b) Section 12 of the Offer to Purchase is hereby amended by adding the following to the end of such section:

“On December 23, 2004, Omnicare announced that it had delivered notice to the Company that Omnicare is nominating three individuals for election to the Company’s Board of Directors at the Company’s 2005 annual meeting of shareholders.”

Item 12. Exhibits.

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

Exhibit (a)(1)(X) Press release issued by Omnicare, Inc. on December 23, 2004.

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: December 23, 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.*
(a	)(1)(J)	Press release issued by Omnicare, Inc. on June 14, 2004.*
(a	)(1)(K)	Press release issued by Omnicare, Inc. on June 15, 2004.*
(a	)(1)(L)	Selected material from a presentation of Omnicare, Inc. at the Jeffries & Company, Inc. Specialty and Post-Acute Services Conference on June 15, 2004 at the St. Regis Hotel, New York, New York.*
(a	)(1)(M)	Press release issued by Omnicare, Inc. on June 25, 2004.*
(a	)(1)(N)	Press release issued by Omnicare, Inc. on July 13, 2004.*
(a	)(1)(O)	Press release issued by Omnicare, Inc. on July 26, 2004.*
(a	)(1)(P)	Excerpts from the Transcript of Omnicare, Inc.’s Second Quarter 2004 Conference Call, dated July 26, 2004.*
(a	)(1)(Q)	Press release issued by Omnicare, Inc. on July 30, 2004.*
(a	)(1)(R)	Selected material from a presentation of Omnicare, Inc. at the Omnicare, Inc. Management Conference on August 14, 2004.*
(a	)(1)(S)	Press release issued by Omnicare, Inc. on September 1, 2004.*
(a	)(1)(T)	Press release issued by Omnicare, Inc. on October 1, 2004.*
(a	)(1)(U)	Press release issued by Omnicare, Inc. on November 1, 2004.*
(a	)(1)(V)	Excerpt from the Transcript of Omnicare, Inc.’s Third Quarter 2004 Conference Call, dated October 28, 2004.*
(a	)(1)(W)	Press release issued by Omnicare, Inc. on December 1, 2004.*
(a	)(1)(X)	Press release issued by Omnicare, Inc. on December 23, 2004.
(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-99.1

Exhibit (a)(1)(X)

Omnicare, Inc. · 100 East RiverCenter Boulevard · Covington, Kentucky 41011 · 859/392-3300 · 859/392-3360 Fax

Omnicare news release

FOR IMMEDIATE RELEASE

OMNICARE PROPOSES THREE DIRECTOR NOMINEES

TO NEIGHBORCARE BOARD

COVINGTON, Ky., December 23, 2004– Omnicare, Inc. (NYSE: OCR) today provided notice to NeighborCare, Inc. (NASDAQ: NCRX) that it is nominating three candidates for election to the Board of Directors of NeighborCare at its 2005 annual shareholders meeting.

While NeighborCare’s annual meeting has not yet been scheduled, last year its annual meeting was held on June 15, 2004, and NeighborCare has set December 24, 2004 as the deadline for shareholder nominations.

Joel F. Gemunder, president and chief executive officer of Omnicare, said, “As of the close of business on November 30, 2004, the most recent expiration date of our offer, nearly 60% of NeighborCare’s outstanding shares had been tendered – a clear indication that NeighborCare’s shareholders recognize the benefits of an Omnicare – NeighborCare transaction. We believe shareholders are entitled to the opportunity to accept our premium offer for their shares. In that regard, we are nominating three highly qualified individuals to NeighborCare’s board who will fulfill their fiduciary duties to NeighborCare.”

The Omnicare nominees are Michael S. Koeneke, managing member of Knightspoint Partners LLC, former Chairman of Global Mergers and Acquisitions at Merrill Lynch & Co., Inc. and a director of CPI Corp; Clay Lifflander, President of Millbrook Capital Management Inc., and Co-Chairman and former Chief Executive Officer of Key Components, LLC; and Peter Linneman, the Albert Sussman Professor of Real Estate and Public Policy at the Wharton School of Business of the University of Pennsylvania, Principal at Linneman Associates and a director of Equity One, Inc., Bedford Property Investors, Inc. and the JE Robert Investment Trust.

Dewey Ballantine LLP is acting as legal counsel to Omnicare and Lehman Brothers and Lazard are acting as financial advisors. Innisfree M&A Incorporated is acting as information agent for Omnicare’s offer.

Omnicare, Inc. and Messrs. Koeneke, Lifflander and Linneman will be soliciting proxies for use at NeighborCare’s 2005 annual meeting, or at any adjournment or postponement thereof, to vote in favor of the Omnicare nominees identified in this release and to vote on any other matters that shall be voted upon at the 2005 annual meeting. Omnicare intends to file a proxy statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) in connection with this solicitation of proxies for the 2005 annual meeting. A copy of the proxy statement will be sent to NeighborCare shareholders. NeighborCare shareholders also will be able to obtain a copy of the proxy statement (when available) and other documents filed by Omnicare free of charge at the SEC’s web site, http://www.sec.gov or at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.

Omnicare has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies from NeighborCare shareholders. Omnicare has agreed to pay customary compensation to Innisfree for such services. In addition, Omnicare has agreed to reimburse Innisfree for its reasonable expenses and to indemnify them and certain related persons against certain liabilities relating to or arising out of the engagement. In their role as financial advisors to Omnicare, Lehman Brothers and Lazard may also assist in the solicitation of proxies from NeighborCare shareholders. Lehman Brothers and Lazard will not receive any fees for or in connection with their solicitation activities, other than the fees due Lehman Brothers and Lazard for their services as financial advisors to Omnicare and as Dealer Managers in connection with Omnicare’s tender offer. In addition, directors, officers and employees of Omnicare may solicit proxies although no additional compensation will be paid to directors, officers or employees for such services.

About Omnicare, Inc.

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly. Omnicare serves residents in long-term care facilities comprising approximately 1,071,000 beds in 47 states, making it the nation’s largest provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers. Omnicare also provides clinical research services for the pharmaceutical and biotechnology industries in 30 countries worldwide.

Forward-Looking Statements

This press release contains certain statements which are “forward-looking” statements under the federal securities laws and involve risks and uncertainties relating to the occurrence of future events. These statements include, but are not limited to, the impact of the NeighborCare acquisition on Omnicare’s earnings in 2004 and beyond; Omnicare’s ability to build upon its existing operations; geographic expansion opportunities; Omnicare’s ability to leverage services and capabilities among its national network of institutional pharmacies; Omnicare’s ability to successfully integrate this acquisition and achieve synergies; and Omnicare’s strategy in the institutional pharmacy business. Certain factors that could cause actual events not to occur as expressed in the forward-looking statements include, but are not limited to, the inability to integrate the NeighborCare acquisition as anticipated; the inability to realize expected revenues, earnings, synergies and other benefits from the NeighborCare acquisition; the performance of Omnicare’s institutional pharmacy business; business conditions in the institutional pharmacy industry generally; the inability to expand geographically as anticipated; the inability to leverage services and capabilities among Omnicare’s network of institutional pharmacies as anticipated; the effectiveness of Omnicare’s strategy in the institutional pharmacy business; and the ability of the NeighborCare acquisition to strengthen relationships with pharmaceutical and biotechnology companies. Omnicare assumes no obligation to update the forward-looking information. Other risks and uncertainties concerning Omnicare’s performance are set forth in reports and documents filed by Omnicare with the Securities and Exchange Commission from time to time. Please use caution in placing reliance on forward-looking statements.

This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made only through an offer to purchase and related letter of transmittal. Investors and security holders are strongly advised to read the tender offer materials of Omnicare because they contain important information. The tender offer materials have been filed by Omnicare with the Securities and Exchange Commission (SEC). Investors and security holders may obtain a free copy of these materials and other relevant documents on the SEC’s web site at: http://www.sec.gov. The tender offer materials and related documents may also be obtained for free by directing such requests to Omnicare at (859) 392-3331.

Contacts:

Cheryl Hodges Omnicare (859) 392-3331 Joele Frank / Jamie Moser Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449

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