-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F6s5NU72ON1BX5DaEhv3vefDDukygyQ2/UfoT6Np9pZEiRUvC6ZEvGDQvHtHWJ0A EN+CChZO0aa1zVR98UXAkw== 0000898822-05-000300.txt : 20050413 0000898822-05-000300.hdr.sgml : 20050413 20050413152635 ACCESSION NUMBER: 0000898822-05-000300 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44049 FILM NUMBER: 05748327 BUSINESS ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 528-7300 MAIL ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA DATE OF NAME CHANGE: 19950214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 528-7300 MAIL ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA DATE OF NAME CHANGE: 19950214 SC 14D9/A 1 april1314d9a.txt APRIL 13, 2005 SC14D-9/A (AMENDMENT NO. 14) ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- Schedule 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 14) --------------------- NEIGHBORCARE, INC. (Name of Subject Company) --------------------- NEIGHBORCARE, INC. (Name of Person(s) Filing Statement) Common Stock, Par Value $0.02 Per Share (including the Associated Series B Junior Participating Preferred Stock Purchase Rights) (Title of Class of Securities) 64015Y-10-4 (CUSIP Number of Class of Securities) --------------------- John F. Gaither, Esq. Senior Vice President, General Counsel and Secretary NeighborCare, Inc. 601 East Pratt Street, 3rd Floor Baltimore, MD 21202 (410) 528-7404 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) --------------------- With copies to: Mark Gordon, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ The purpose of this amendment is to add an additional Exhibit to Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by NeighborCare, Inc., a Pennsylvania corporation, on June 14, 2004, as thereafter amended, and to revise the Exhibit Index accordingly. ITEM 9. EXHIBITS. Exhibit No. Description - ----------- ---------------------------------------------------------- (a)(28) Letter, dated April 6, 2005, to NeighborCare customers SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. NEIGHBORCARE, INC. By: /s/ John F. Gaither, Jr. ----------------------------------- John F. Gaither, Jr. Senior Vice President, General Counsel and Secretary Dated: April 13, 2005 -2- INDEX OF EXHIBITS Exhibit No. Description - ----------- ---------------------------------------------------------- (a)(28) Letter, dated April 6, 2005, to NeighborCare customers -3- EX-99 2 april6customerletter.txt EXHIBIT (A)(28) APRIL 6, 2005 CUSTOMER LETTER Exhibit (a)(28) [NEIGHBORCARE LOGO] April 6, 2005 Dear NeighborCare Customer, You may have seen the news that Omnicare has announced that they have completed the submission of the documents and data requested by the Federal Trade Commission (FTC) as part of their attempt to get government clearance to continue their pursuit of NeighborCare. You should know that this development does not change anything and will not affect the services we provide to you. It simply means that they have submitted the documents requested by the government. Omnicare still does not have government clearance. Regardless, it is important for you to know that our decision to reject Omnicare's proposal has never been dependent on the outcome of the FTC process. Our decision has always been and remains based on our Board of Director's unanimous belief that our competitor's offer does not reflect the real value of this company and is not in the best interests of our shareholders, customers and other constituents. We have been making great strides in the marketplace and our competitors know it. We remain firmly in control of our business and are actively working to grow, innovate and expand including preparation for the challenges and opportunities that will result from the Medicare Modernization Act. You can be confident that we will not waver from our focus on delivering the highest quality of service to customers. This focus underpins everything we do, and I sincerely hope that your experience with NeighborCare has demonstrated the value we bring to the marketplace. I also hope that you will continue to express your support for our company by recommending, selecting, or retaining NeighborCare as your long term care pharmacy services provider. In turn, we will do everything we can to earn your continued confidence and trust. Clearly, we know that we must deliver for you. We don't take your support for granted. We'll continue to keep you updated on our progress, and feel free to contact your various NeighborCare support contacts should you have any questions or suggestions on how we can serve you better. Sincerely, /s/ John J. Arlotta John J. Arlotta Chairman, President and Chief Executive Officer NeighborCare, Inc. 601 East Pratt Street, 3rd Floor Baltimore, Maryland, 21202-6000 Tel 410.528.7300 Fax 410.528.7447 NeighborCare has filed a solicitation/recommendation statement on Schedule 14D-9 regarding Omnicare's tender offer. NEIGHBORCARE'S SHAREHOLDERS ARE STRONGLY ADVISED TO READ CAREFULLY NEIGHBORCARE'S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) REGARDING THE TENDER OFFER BECAUSE IT CONTAINS IMPORTANT INFORMATION. Free copies of the solicitation/recommendation statement and the related amendments or supplements, which have been filed by NeighborCare with the Securities and Exchange Commission, are available at the SEC's web site at www.sec.gov, or at NeighborCare's web site at www.neighborcare.com, and also by directing requests to NeighborCare's information agent, MacKenzie Partners, Inc., at 1-800-322-2885. -----END PRIVACY-ENHANCED MESSAGE-----