-----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, LzAOSsIXY1KQbeRVKVlOinyTe3jFrbVxTzJfcXyXYlwl4E8OcebSMBuVh9mLV/cN JeFgBf5qMk88l+pZA1zjVQ== 0000898822-05-000911.txt : 20050801 0000898822-05-000911.hdr.sgml : 20050801 20050801174539 ACCESSION NUMBER: 0000898822-05-000911 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050728 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH ROBERT A CENTRAL INDEX KEY: 0001221114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33217 FILM NUMBER: 05989447 BUSINESS ADDRESS: STREET 1: C/O NEIGHBORCARE, INC STREET 2: 7 EAST LEE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410 752 2600 MAIL ADDRESS: STREET 1: NEIGHBORCARE, INC STREET 2: 7 EAST LEE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 smithjuly28form4_ex.xml X0202 4 2005-07-28 1 0000874265 NEIGHBORCARE INC NCRX 0001221114 SMITH ROBERT A NEIGHBORCARE, INC. 601 EAST PRATT STREET BALTIMORE MD 21202 0 1 0 0 Chief Operating Officer Common Stock 2005-07-28 4 U 0 19305 34.75 D 0 D Common Stock 2005-07-28 4 D 0 13124 34.75 D 0 D Common Stock (right to buy) 21.5 2005-07-28 4 D 0 87500 34.75 D 2005-07-28 2013-12-09 Common Stock 87500 0 D Deferred Compensation Units 2005-07-28 4 D 0 6467 34.75 D Common Stock 4305 0 D Pursuant to an Agreement and Plan of Merger, dated as of July 6, 2005 (the "Merger Agreement"), among NeighborCare, Inc. ("NeighborCare"), Omnicare, Inc. ("Omnicare") and Nectarine Acquisition Corp. ("Purchaser"), on July 28, 2005, Purchaser accepted for purchase all of the issued and outstanding shares of common stock, par value $0.02 per share ("Shares") of NeighborCare tendered to it in connection with its previously announced tender offer (the "Offer"), including 15,000 Shares of the Reporting Person's Shares, at a purchase price of $34.75 per Share in cash. Also on July 28, 2005, pursuant to the Merger Agreement, Purchaser was merged with and into NeighborCare (the "Merger"), as a result of which all of the Reporting Person's remaining Shares were converted into the right to receive $34.75 per Share in cash. Pursuant to the Merger Agreement, as a result of the Merger, all options to purchase NeighborCare common stock outstanding immediately prior to the Merger were cancelled and Omnicare became obligated to pay to each former holder of any such cancelled options a cash amount equal to the product of (i) the excess, if any, of the $34.75 Merger Consideration over the exercise price per share and (ii) the number of shares of NeighborCare common stock covered by such holder's options, subject to applicable income and employment withholding taxes. The Reporting Person elected to contribute restricted stock into NeighborCare's deferred compensation plan and acquired deferred compensation units on a 1-for-1 basis for the restricted stock. The deferred compensation units are currently exchangeable, and were not subject to expiration. /s/ John F. Gaither, Jr. on behalf of Robert A. Smith by power of attorney 2005-08-01 -----END PRIVACY-ENHANCED MESSAGE-----