-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RaKHvtxRPNto33PtJ15vRgILJzmMyYioww6UiZEfvn2Ay5jwqakVpnxSxVaO38T4 6ecgkPLJGJmY0aAOZmK6+w== 0000950152-94-000094.txt : 19940214 0000950152-94-000094.hdr.sgml : 19940214 ACCESSION NUMBER: 0000950152-94-000094 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMNICARE INC CENTRAL INDEX KEY: 0000353230 STANDARD INDUSTRIAL CLASSIFICATION: 3842 IRS NUMBER: 311001351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-33074 FILM NUMBER: 94506014 BUSINESS ADDRESS: STREET 1: 255 EAST FIFTH ST STREET 2: 2800 CHEMED CENTER CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137626666 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 SC 13G 1 FIFTH THIRD BANCORP 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Omnicare, Inc. ----------------------------------------------------------------------------- (Name of Issuer) Common Shares, $1.00 Par Value ----------------------------------------------------------------------------- (Title of Class of Securities) 681904108 ----------------------------------------------------------------------------- (Cusip Number) Check the following if a fee is being paid with this statement ___. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). TERMINATING FILING Page 1 of 8 pages 2 CUSIP NO. 681904108 13G PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fifth Third Bancorp 31-0854434 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 5 SOLE VOTING POWER 8,800 Number of Shares 6 SHARED VOTING Beneficially POWER 30,064 Owned By Each Reporting 7 SOLE DISPOSITIVE Person With POWER 6,800 8 SHARED DISPOSITIVE POWER 392,782 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,646 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.63% 12 TYPE OF REPORTING PERSON* HC
Page 2 of 8 pages 3 CUSIP NO. 681904108 13G PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Fifth Third Bank 31-0854433 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 5 SOLE VOTING POWER 2,000 Number of Shares 6 SHARED VOTING Beneficially POWER 30,064 Owned By Each Reporting 7 SOLE DISPOSITIVE Person With POWER 0 8 SHARED DISPOSITIVE POWER 392,782 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 424,846 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.56% 12 TYPE OF REPORTING PERSON* BC
*SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 8 pages 4 CUSIP NO. 681904108 13G PAGE 4 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Fifth Third Bank, Trustee for the Omnicare Stock Ownership Plan 31-1051736 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 5 SOLE VOTING POWER 0 Number of Shares 6 SHARED VOTING Beneficially POWER 30,064 Owned By Each Reporting 7 SOLE DISPOSITIVE Person With POWER 0 8 SHARED DISPOSITIVE POWER 392,782 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 422,846 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.54% 12 TYPE OF REPORTING PERSON* EP
*SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 8 pages 5 OMNICARE, INC. 681904108 ITEM 1 (A). NAME OF ISSUER: Omnicare, Inc. ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 2800 Chemed Center 255 E. Fifth Street Cincinnati, Ohio 45202-4728 ITEM 2 (A)-(C) NAMES, ADDRESSES & CITIZENSHIP OF PERSONS FILING: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 The Fifth Third Bank 38 Fountain Square Plaza Cincinnati, Ohio 45263 The Fifth Third Bank, Trustee for the Omnicare Stock Ownership Plan 38 Fountain Square Plaza Cincinnati, Ohio 45263 ITEM 2 (D). TITLE OF CLASS OF SECURITIES: Common Shares, $1.00 par value ITEM 2 (E). CUSIP NUMBER: 681904108 ITEM 3 Fifth Third Bancorp is filing as a parent holding company in accordance with Section 240.13(d-1)(b)(ii)(G) of the Exchange Act Rules. The Fifth Third Bank is filing as a bank in accordance with Section 240.13 (d-1)(b)(ii)(B) of the Exchange Act Rules. The Omnicare Stock Ownership Plan, by its trustee, The Fifth Third Bank, is filing as an Employee Benefit Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) in accordance with Section 240.13(d-1)(b)(ii)(F) of the Exchange Act Rules. Page 5 of 8 pages 6 OMNICARE, INC. 681904108 ITEM 4. OWNERSHIP: This report relates to aggregate holdings of 466,321 outstanding shares of the common stock of Omnicare, Inc. $1.00 par value, 422,846 of which are held by The Fifth Third Bank as Trustee of the Omnicare Stock Ownership Plan, which is joining in this filing. The following tabulation sets forth the shares with respect of which voting rights are held or shared and those shares to which there is the power of disposal. (a) Amount Beneficially Owned: Fifth Third Bancorp has neither voting power nor dispositive power with respect to 34,675 shares of Omnicare, Inc. stock. The remaining 431,646 shares of the outstanding stock may be deemed beneficially held. 422,846 shares are held by the Omnicare Stock Ownership Plan of which 30,064 shares have shared voting power and no dispositive power; 392,782 shares have no voting power and shared dispositive power and are deemed beneficially owned. Fifth Third Bancorp and Fifth Third Bank in other fiduciary relationships have 2,000 shares with full voting and no dispositive power, 6,800 shares with full voting and full dispositive power, all of which are deemed beneficially owned. (b) Percentage of Class: The Fifth Third Bank as Trustee to the Omnicare Stock Ownership Plan has 4.54% of the outstanding shares. The Fifth Third Bank in other fiduciary relationships has 0.02%. Aggregate beneficial ownership by The Fifth Third Bank and Fifth Third Bancorp is 4.63%. Page 6 of 8 pages 7 OMNICARE, INC. 681904108 (c) Number of Shares as to which such Person has:
Fifth Third Bank Fifth Third Bancorp Fifth as Trustee for & Fifth Third Bank Third Omnicare Stock in Other Fiduciary Bancorp Ownership Plan Holdings Total ---------------- ------------------- ------- (i) Sole Power to Vote or to Direct the Vote 0 8,800 8,800 (ii) Shared Power to Vote or to Direct the Vote 30,064 0 30,064 (iii) Sole Power to Dispose or to Direct the Disposition of 0 6,800 6,800 (iv) Shared Power to Dispose or to Direct the Disposition of 392,782 0 392,782
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. X --- ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: This report is being filed by Fifth Third Bancorp as the parent holding company (HC), The Fifth Third Bank as one of its banking subsidiaries (BK), and The Fifth Third Bank as Trustee of the Omnicare Stock Ownership Plan (EP). Page 7 of 8 pages 8 OMNICARE, INC. 681904108 ITEMS 8-9 Not Applicable ITEM 10. CERTIFICATION By signing below, the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable 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. February 7, 1994 February 7, 1994 - ---------------- ---------------- Date Date THE FIFTH THIRD BANK FIFTH THIRD BANCORP By: JOHN B. SCHMITZ By: MICHAEL K. KEATING ----------------------------- --------------------------- Name: John B. Schmitz Name: Michael K. Keating --------------------------- ------------------------- Title: Vice President and Trust Officer Title: Secretary February 7, 1994 - ---------------- Date THE FIFTH THIRD BANK AS TRUSTEE OF OMNICARE STOCK OWNERSHIP PLAN By: JOHN B. SCHMITZ ----------------------------- Name: John B. Schmitz --------------------------- Title: Vice President and Trust Officer
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