SC 14D9/A 1 amendment_18.txt -------------------------------------------------------------------------------- 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. 18) --------------------- 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 amend and supplement item 7 and add additional Exhibits 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 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS Item 7 of Schedule 14D-9 is hereby amended and supplemented as follows: On July 5, 2005, NeighborCare announced that it is in negotiations with Omnicare regarding a definitive agreement for Omnicare's acquisition of all of the outstanding shares of NeighborCare common stock by tender offer and/or merger on the basis of a price of $34.75 per share in cash. The text of the press release issued by NeighborCare on July 5, 2005 is filed as Exhibit (a)(35) hereto and is incorporated by reference. ITEM 9. EXHIBITS. Exhibit No. Description ----------- ------------------------------------------------------------- (a) (35) Press Release, dated July 5, 2005 (a) (36) Employee Letter, dated July 5, 2005 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: July 5, 2005 2 INDEX OF EXHIBITS Exhibit No. Description ----------- ------------------------------------------------------------- (a) (35) Press Release, dated July 5, 2005 (a) (36) Employee Letter, dated July 5, 2005 3