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. 34

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
$1,492,059,360	$175,615

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of (i) 44,132,466 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 5, 2005 (less 100 Shares owned by Omnicare, Inc.), (ii) 259,360 Shares to be issued in connection with NeighborCare’s joint plan of reorganization confirmed by the Bankruptcy Court on September 20, 2001 and (iii) 2,235,029 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 9, 2005. The number of outstanding shares reserved for issuance upon the exercise of options is contained in the Annual Report on Form 10-K filed by NeighborCare on December 10, 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. 34 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 $32.00 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”), as amended and supplemented by the Supplement to the Offer to Purchase, dated June 16, 2005 (the “Supplement”), and in the related revised Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase and the Supplement, as hereby or hereafter amended or supplemented from time to time, constitute the “Offer”). Copies of the Offer to Purchase, the Supplement and the related revised Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(JJ) and (a)(1)(KK), respectively. Capitalized terms used and not defined herein shall have meanings assigned such terms in the Offer to Purchase, the Supplement and the Schedule TO.

Item 12. Exhibits.

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

Exhibit (a)(1)(WW) Letter to Omnicare, Inc. employees, dated July 7, 2005.

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: July 7, 2005

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 Jefferies & 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.*
(a)(1)(Y)	Press release issued by Omnicare, Inc. on January 7, 2005.*
(a)(1)(Z)	Selected material from a presentation of Omnicare, Inc. at the JPMorgan 23rd Annual Healthcare Conference on January 13, 2005 at the Westin St. Francis Hotel, San Francisco, California.*
(a)(1)(AA)	Press release issued by Omnicare, Inc. on February 7, 2005.*
(a)(1)(BB)	Excerpts from the Transcript of Omnicare, Inc.’s Fourth Quarter 2004 Conference Call, dated February 24, 2005.*
(a)(1)(CC)	Press release issued by Omnicare, Inc. on March 4, 2005.*
(a)(1)(DD)	Press release issued by Omnicare, Inc. on April 1, 2005.*
(a)(1)(EE)	Press release issued by Omnicare, Inc. on April 4, 2005.*
(a)(1)(FF)	Press release issued by Omnicare, Inc. on April 29, 2005.*
(a)(1)(GG)	Excerpt from the Transcript of Omnicare, Inc.’s First Quarter 2005 Conference Call, dated April 28, 2005.*
(a)(1)(HH)	Press release issued by Omnicare, Inc. on May 3, 2005.*
(a)(1)(II)	Press release issued by Omnicare, Inc. on June 3, 2005.*
(a)(1)(JJ)	Supplement to the Offer to Purchase dated June 16, 2005.*
(a)(1)(KK)	Revised Letter of Transmittal.*
(a)(1)(LL)	Revised Notice of Guaranteed Delivery.*
(a)(1)(MM)	Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(NN)	Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(OO)	Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.*
(a)(1)(PP)	Press release issued by Omnicare, Inc. on June 16, 2005.*
(a)(1)(QQ)	Press release issued by Omnicare, Inc. on June 16, 2005.*
(a)(1)(RR)	Selected material from a presentation of Omnicare, Inc., at the Goldman Sachs Healthcare Conference on June 16, 2005 at the Ritz-Carlton, Laguna Nigel, Dana Point, California.*
(a)(1)(SS)	Press release issued by Omnicare, Inc. on June 27, 2005.*
(a)(1)(TT)	Press release issued by Omnicare, Inc. on June 30, 2005.*
(a)(1)(UU)	Press release issued by Omnicare, Inc. on July 5, 2005.*
(a)(1)(VV)	Press release issued by Omnicare, Inc. and NeighborCare, Inc. on July 7, 2005.*
(a)(1)(WW)	Letter to Omnicare, Inc. employees, dated July 7, 2005.
(a)(5)(A)	Agreement and Plan of Merger, dated July 6, 2005, by and among Omnicare, Inc., Nectarine Acquisition Corp. and NeighborCare, Inc.*
(b)(1)	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.*
(b)(2)	Commitment Letter Amendment, among JPMorgan Chase Bank, N.A., 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 April 28, 2005.*
(b)(3)	Commitment Letter Amendment No. 2, among JPMorgan Chase Bank, N.A., 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 16, 2005.*
(b)(4)	Amended and Restated Commitment Letter, among JPMorgan Chase Bank, N.A., 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, Wachovia Bank, National Association, Wachovia Capital Markets, LLC and Omnicare, Inc., dated July 6, 2005.*
(d)(1)	Non-Disclosure Agreement dated July 1, 2005, by and among Omnicare, Inc., Nectarine Acquisition Corp. and NeighborCare, Inc.*
(g)	None.
(h)	None.

* previously filed

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

Exhibit (a)(1)(WW)

[LETTERHEAD OF OMNICARE, INC.]

July 7, 2005

Dear Omnicare Employee:

I am pleased to announce that we have entered into a definitive merger agreement to acquire NeighborCare. We have also announced this week an agreement to acquire RxCrossroads, a provider of specialty distribution, product support and mail-order pharmacy services for pharmaceutical manufacturers and biotechnology companies.

More than a year in the making, the acquisition of NeighborCare solidifies Omnicare’s position as the nation’s leading institutional pharmacy provider. The transaction gives us greater reach and presence and further efficiencies from our combined operations through economies of scale. The combination will create an even stronger company with greater resources to enhance service for all customers and create value for our shareholders. As a combined organization, we will serve nearly 1.4 million beds throughout the country.

We expect the NeighborCare transaction to close during the third quarter after customary closing conditions are met and the tender offer for NeighborCare’s shares is completed. As with all other Omnicare acquisitions, we are committed to a seamless integration. During this transition, it is essential for every employee to remain focused on providing the excellent service and care that each and every customer has come to expect from us.

Earlier this week, we also announced that we have executed a definitive agreement to acquire RxCrossroads, a privately held company based in Louisville, Kentucky.

We are pleased to have RxCrossroads join our organization. RxCrossroads complements our existing businesses and leverages our relationships with pharmaceutical companies. It fills a space between our pharmacy and CRO divisions with a platform that can leverage the strengths of both existing divisions to enhance our future growth opportunities. In addition, the acquisition allows Omnicare to become the only provider of end-to-end custom product solutions to pharmaceutical and biotechnology companies. We also expect this transaction to close during the third quarter of 2005.

We look forward to working with our new teammates from NeighborCare and RxCrossroads. We will update you as these transactions proceed. If you have any questions about these announcements, please contact your supervisor.

Once these two acquisitions are completed, Omnicare will have revenues in excess of $6 billion – and we will have far exceeded the aggressive goal we set for ourselves in 2002 of being a $5 billion company by 2005. We could not have accomplished this without your substantial efforts and dedication to our business.

As always, I am counting on your support as we take this next major step together as an organization.

Sincerely,

/S/ JOEL F. GEMUNDER

Joel F. Gemunder

President and Chief Executive Officer