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. 36

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
$1,617,371,822	$190,365

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of (i) 44,124,607 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 July 6, 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) 2,159,107 Shares reserved for issuance upon the exercise of outstanding options to purchase Shares.

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: $14,703	Filing party: Omnicare, Inc.
Form or Registration No.: SC TO-T/A	Date Filed: July 13, 2005
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. 36 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 $34.75 per share, net to the seller in cash, without interest and less required withholding taxes, 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 first Supplement to the Offer to Purchase, dated June 16, 2005 (the “First Supplement”), the second Supplement to the Offer to Purchase, dated July 13, 2005 (the “Second Supplement”) and in the related revised Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, the First Supplement and the Second Supplement, as hereby or hereafter amended or supplemented from time to time, constitute the “Offer”). Copies of the Offer to Purchase, the First Supplement, the Second Supplement and the related revised Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(JJ), (a)(1)(XX) and (a)(1)(YY), respectively. Capitalized terms used and not defined herein shall have meanings assigned such terms in the Offer to Purchase, the First Supplement, the Second Supplement and the Schedule TO.

Items 1 through 11.

Items 1 through 11 are hereby amended and supplemented with the following information.

The Offer expired at 12:00 Midnight, New York City time, on Wednesday, July 27, 2005. Following the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn. Purchaser has been advised by the Depositary that, as of 12:00 Midnight, New York City time, on Wednesday, July 27, 2005, 42,897,600 shares (including 7,135,202 shares subject to guaranteed delivery) of the Company’s common stock had been validly tendered into the Offer, which, together with the 100 shares of the Company’s common stock already owned by Omnicare, represents approximately 97.2% of the Company’s common stock, thereby satisfying the Offer condition that at least a majority of the total voting power of the outstanding securities of the Company entitled to vote in the election of directors or in a merger (determined on a fully diluted basis) be tendered.

On July 28, 2005, Omnicare announced the successful completion of the Offer and completed the merger without a vote or meeting of shareholders in accordance with Pennsylvania law.

The full text of the press release issued by Omnicare on July 28, 2005 announcing the completion of the Offer and its acquisition of NeighborCare is filed as Exhibit (a)(1)(EEE) hereto, and is incorporated herein by reference.

Item 12. Exhibits.

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

Exhibit (a)(1)(EEE) Press release issued by Omnicare, Inc. on July 28, 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 28, 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)(1)(XX)	Second Supplement to the Offer to Purchase dated July 13, 2005.*
(a)(1)(YY)	Revised Letter of Transmittal.*
(a)(1)(ZZ)	Revised Notice of Guaranteed Delivery.*
(a)(1)(AAA)	Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(BBB)	Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(CCC)	Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.*
(a)(1)(DDD)	Press release issued by Omnicare, Inc. on July 13, 2005.*
(a)(1)(EEE)	Press release issued by Omnicare, Inc. on July 28, 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) (EEE)

Exhibit (a)(1)(EEE)

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

Omnicare news release

OMNICARE COMPLETES ACQUISITION OF NEIGHBORCARE

COVINGTON, Ky., July 28, 2005 — Omnicare, Inc. (NYSE: OCR), the nation’s leading provider of pharmaceutical care for the elderly, today announced the completion of its acquisition of NeighborCare, Inc. (NASDAQ: NCRX).

Omnicare has been advised by The Bank of New York, the depositary for the tender offer, that, as of 12:00 Midnight, New York City time, on Wednesday, July 27, 2005, approximately 42,897,600 shares (including approximately 7,135,202 shares subject to guaranteed delivery) of NeighborCare’s common stock had been tendered and not withdrawn, which represents approximately 97.2% of the outstanding shares of common stock. Omnicare, through its wholly owned subsidiary Nectarine Acquisition Corp., has accepted for payment all of the shares of common stock that have been validly tendered and not properly withdrawn prior to the expiration of the tender offer.

In accordance with the terms of the Agreement and Plan of Merger, dated as of July 6, 2005, by and among Omnicare, Nectarine Acquisition Corp. and NeighborCare, Omnicare caused Nectarine Acquisition Corp. to merge with and into NeighborCare on Thursday, July 28, 2005. In the merger, each of the remaining shares of NeighborCare common stock, other than shares for which appraisal rights are properly demanded, was converted into the right to receive $34.75 per share net to the holder in cash, without interest and less required withholding taxes. NeighborCare is now a wholly owned subsidiary of Omnicare.

“This is an important day for Omnicare’s shareholders and for our combined customer and employee bases as we are now able to begin realizing the compelling strategic value and benefits we envisioned from this acquisition,” said Joel F. Gemunder, Omnicare president and chief executive officer. “The combination of our two companies creates a premier institutional pharmacy company and a nationwide leader in the healthcare industry. Together, we will have an expanded geographic presence and broader array of superior services and an ability to generate economies of scale and operational synergies. The combination makes our business stronger and more efficient while creating additional value for our shareholders.

The transaction will enhance Omnicare’s position as the leading provider of pharmacy services for the elderly and will bring Omnicare’s total number of beds served to nearly

1.4 million, an increase of approximately 27%. The combined company will have a nationwide network of pharmacies serving long-term care providers in 47 states, the District of Columbia and Canada. Based upon results for Omnicare and NeighborCare for the quarter ended March 31, 2005, Omnicare’s combined annualized revenues on a pro forma basis will be approximately $6.0 billion. Given the substantial economies of scale and cost synergies anticipated from the acquisition, it is expected that it will be significantly accretive to Omnicare’s diluted earnings per share in 2006 and beyond.

NeighborCare is a leading institutional pharmacy provider serving long term care and skilled nursing facilities, specialty hospitals, assisted and independent living communities, and other assorted group settings. NeighborCare also provides infusion therapy services, home medical equipment, respiratory therapy services, community-based retail pharmacies and group purchasing.

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

Omnicare will discuss the acquisition on its second-quarter earnings call, which is scheduled for August 3, 2005 at 11 a.m. ET. This call is being webcast and can be accessed at Omnicare’s Web site at www.omnicare.com by clicking on “Investors” and then on “Conference Calls.”

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. With the addition of NeighborCare, Omnicare now serves residents in long-term care facilities comprising approximately 1,400,000 beds in 47 states, the District of Columbia and Canada, making it the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers. Additionally, Omnicare now has an expanded presence in home healthcare services and equipment, respiratory services, community based retail pharmacies and group purchasing. 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 2005 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 D. Hodges Omnicare, Inc. (859) 392-3331 Joele Frank / Steve Silva Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449