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. 9

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
$1,386,439,110	$175,662

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of (i) 43,672,753 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 May 11, 2004 (less 100 Shares owned by Omnicare, Inc.), (ii) 259,980 Shares to be issued in connection with NeighborCare’s joint plan of reorganization confirmed by the Bankruptcy Court on September 20, 2001 and (iii) 2,281,904 Shares reserved for issuance upon the exercise of outstanding options to purchase Shares. The number of outstanding shares and shares reserved for issuance in connection with NeighborCare’s joint plan of reorganization is contained in the Quarterly Report on Form 10-Q filed by NeighborCare on May 14, 2004. The number of outstanding shares reserved for issuance upon the exercise of options is as disclosed in the transcript of NeighborCare, Inc.’s Second Quarter 2004 earnings conference call on May 13, 2004.

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: $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. 9 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 $30.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 4, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as hereby or hereafter amended or supplemented from time to time, constitute the “Offer”). Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have meanings assigned such terms in the Offer to Purchase and the Schedule TO.

Item 4. Terms of the Transaction.

(a) On July 30, 2004, Omnicare extended the Offer until 5:00 p.m., New York City time, on August 31, 2004, unless further extended. The full text of a press release issued by Omnicare announcing the extension of the Offer is filed as Exhibit (a)(1)(Q) hereto and is incorporated herein by reference.

(b) Section 15 of the Offer to Purchase is hereby amended by deleting the words “or the benefits to be derived by Omnicare” in clause (vii) of subparagraph (a) and replacing them with the words “to Omnicare.”

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Section 11 of the Offer to Purchase is hereby amended and supplemented as follows:

(a) by inserting the following paragraph before the paragraph that begins, “On March 2, 2004,”:

“In late February 2004, the board of directors met and discussed, among other things, a proposed business combination involving Omnicare and NeighborCare. After consultation with Omnicare management and Omnicare’s legal and financial advisors, and based upon publicly available information for NeighborCare, the Omnicare board of directors authorized Mr. Gemunder to propose a business combination to Mr. Arlotta in which NeighborCare stockholders would receive $30.00 per share in a combination of cash and Omnicare common stock.”

(b) by inserting the following paragraph before the paragraph that begins, “On June 3, 2004”:

“Omnicare determined to make an all-cash offer for NeighborCare’s Common Stock (i) because the NeighborCare board of directors already had indicated that it had “no interest in pursuing” Omnicare’s prior proposal, which contemplated that NeighborCare stockholders would receive cash and Omnicare common stock, (ii) to make clear that Omnicare was offering $30.00 in value for each share of NeighborCare and (iii) to avoid, particularly in the context of a proposal that the NeighborCare board was unwilling to consider or even to discuss, any challenge to the value of Omnicare’s Offer (given that, if NeighborCare would agree to entertain Omnicare’s earlier proposal, a portion of the consideration would be paid in Omnicare common stock).”

Item 12. Exhibits.

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

Exhibit (a)(1)(O) Press release issued by Omnicare, Inc. on July 26, 2004.

Exhibit (a)(1)(P) Excerpts from the Transcript of Omnicare, Inc.’s Second Quarter 2004 Conference Call, dated July 26, 2004.

Exhibit (a)(1)(Q) Press release issued by Omnicare, Inc. on July 30, 2004.

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 30, 2004

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 Jeffries & 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.
(b	)	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.*
(d	)	None.
(g	)	None.
(h	)	None.

* previously filed

EX-99.(A)(1)(O)

Exhibit (a)(1)(O)

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

Omnicare	news release
	CONTACT:
	Cheryl D. Hodges
	(859) 392-3331

Omnicare Reports Second-Quarter 2004 Results

and Revises Earnings Guidance

COVINGTON, Ky., July 26, 2004 — Omnicare, Inc. (NYSE:OCR), a leading provider of pharmaceutical care for the elderly, reported today financial results for its second-quarter ended June 30, 2004 versus the comparable prior-year period, as follows:

• Earnings per diluted share increased 32% to 58 cents

• Net income rose 39% to $60.5 million

• Earnings before interest, income taxes, depreciation and amortization (EBITDA) increased 22% to $126.0 million

• Sales grew 20% to $1,010.6 million

Results for the second quarter of 2003 included a previously announced special charge of $4.1 million pretax ($2.5 million aftertax) relating to the early redemption of a portion of the Company’s 5% convertible subordinated debentures prior to June 30, 2003. Adjusting for this special item in the prior-year period, results for the quarter ended June 30, 2004 were as follows:

• Adjusted earnings per diluted share increased 23% to 58 cents

• Adjusted net income rose 31% to $60.5 million

• EBITDA increased 22% to $126.0 million

• Sales grew 20% to $1,010.6 million

Commenting on the results for the quarter, Joel F. Gemunder, Omnicare’s president and chief executive officer said, “While we saw increases in sales of 20% and in adjusted diluted earnings per share of 23%, for the second quarter of 2004, our earnings were below our expectations as well as those of Wall Street. In analyzing this quarter’s results, we believe our anticipated earnings growth was affected by the cumulative impact of a variety of external factors, in particular intensified pricing pressures and drug pricing issues and an unexpected shift in our payor mix toward Medicaid during the quarter that impacted the margins in our institutional pharmacy business. In light of these factors, we have revised our outlook for the year and now expect diluted earnings per share to be in the range of $2.35 to $2.45 for 2004.

“We have begun taking aggressive actions to ameliorate the impact of these external factors and restore margins. We are realigning our operating costs to adjust to the current dynamic in pricing, including the acceleration of initiatives to reduce costs and enhance productivity as well as putting into place innovative new purchasing programs. We will also accelerate the implementation of several longer-term initiatives to take advantage of the inherent strength and leverage of our pharmacy business’s national platform, including using an advanced “hub and spoke” system and increased utilization of our two centralized repackaging facilities. As the year progresses, we also expect to realize the full synergies from both purchasing and consolidation savings for acquisitions completed in 2004.

“Our growth strategy over the years has enabled us to substantially increase the size of our core pharmacy business with the ability to generate substantial economies of scale and enhance our comparative cost advantages. This has helped mitigate reimbursement risks while strengthening our position, maximizing cash flow generation and enhancing the efficiency of our operations.

“We view the current situation as a rough patch, the type of which we’ve managed through before, and which we are confident we will address successfully and efficiently. The long-term fundamentals underpinning Omnicare’s business remain intact and we believe our company’s strategy continues to be sound and appropriate,” said Gemunder.

Financial Position

“Our ongoing focus on enhancing cash flow continued during the second quarter,” said Gemunder. “Cash flow from operations for the second quarter ended June 30, 2004 was $66.0 million as compared with $23.8 million for the first quarter ended March 31, 2004. In the first quarter of 2004, a broad-based slowdown occurred in payments from the Illinois Department of Public Aid (Illinois Medicaid), impacting cash flow by approximately $29 million. We are pleased to report that Illinois Medicaid released funds in the second quarter of 2004, allowing us to recover the full $29 million that had been delayed in the prior quarter. Lastly, as reported in the first quarter of 2004, a statewide administrative backup in the transfer of Medi-Cal provider numbers, which affected the California-based pharmacies acquired in the SunScript acquisition and other acquisitions, created a temporary delay in cash receipts of approximately $19 million. The delay continued during the second quarter of 2004, which has now resulted in approximately $24 million being temporarily delayed by the state of California. We expect to receive these funds in due course.

“Nonetheless, the strength of our cash flow during the quarter allowed us to continue our capital deployment strategies in acquisition efforts, advance purchases of pharmaceuticals (pre-buys) and paying down debt. Pre-buys for the second quarter of 2004 were $48.1 million as compared with $25.6 million for the first quarter of 2004. Furthermore, we paid down $29.1 million in bank debt during the second quarter of 2004.”

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Cash flow from operations for the quarter ended June 30, 2004 was $66.0 million as compared with $114.7 million in the prior-year quarter. As noted above, Omnicare received the full $29 million in delayed payments from Illinois Medicaid in the current quarter and similarly, in the quarter ended June 30, 2003, $51 million in payments from Illinois Medicaid were received that had previously been delayed. Furthermore, as previously mentioned, pre-buys in the quarter ended June 30, 2004 were $48.1 million as compared with $33.2 million for the quarter ended June 30, 2003.

During the quarter ended June 30, 2004, the Company maintained a strong financial position with cash balances of approximately $175 million and total debt-to-total capitalization of 39.4%, down 840 basis points from the comparable prior-year quarter and 140 basis points down from the first quarter of 2004.

To facilitate comparisons and to enhance the understanding of core operating performance, certain discussion herein includes financial measures that are adjusted from the comparable amount under Generally Accepted Accounting Principles (GAAP) to exclude the impact of the above-mentioned special item. For a detailed presentation of reconciling items and related definitions and components, please refer to the attached schedules or to reconciliation schedules posted on the Company’s Web site at www.omnicare.com.

Institutional Pharmacy Business

Omnicare’s institutional pharmacy business generated record sales of $976.8 million for the second quarter of 2004, 22% higher than the $802.8 million reported in the comparable prior-year quarter of 2003. Operating income in this business reached $120.5 million, 26% higher than the $95.8 million recorded in the second quarter of 2003. At June 30, 2004, Omnicare served approximately 1,054,000 beds versus approximately 938,000 at June 30, 2003, an increase of approximately 12%.

“The year-over-year growth in our pharmacy business is the product of aggressive execution of our acquisition strategy. Not only did we benefit from the acquisitions and related integration efforts in 2003, we have also increased the number of beds served through a number of smaller acquisitions throughout the first half of 2004,” said Gemunder. “Also contributing to year-over-year growth was the expansion of our clinical and other service programs as well as further market penetration of newer branded drugs and drug price inflation, offset in part by increasing use of generic drugs and the previously-mentioned pricing issues.

“On a sequential basis, our results were impacted by margin compression resulting primarily from increased competitive pricing and drug-specific pricing issues under various state Medicaid programs. While we have not recently seen a significant increase in the number of legislative changes in Medicaid pharmacy reimbursement formulas, many states have used their broad administrative powers to limit or reduce drug-specific prices on generic drugs, often with limited or no prior

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public notice. These factors, along with the shift in payor mix toward lower-margin Medicaid business, resulted in sequentially lower margins for the quarter. Then too, the full synergies from both purchasing and consolidation savings for acquisitions completed in 2004 have yet to be realized. We expect such synergies to be realized over the balance of the year.

“As we have done successfully in the past, we are committed to addressing the intensified pricing pressures and Medicaid issues we are seeing in institutional pharmacy. We are realigning our operating costs to bring them in line with the current pricing dynamics. We are doing this through the acceleration of our cost reduction and productivity enhancement initiatives and through innovative procurement programs we have already implemented, which are yielding cost savings beyond previous expectations. As also mentioned earlier, we will accelerate several longer-term plans to realize substantial operating efficiencies, including the rollout of a “hub and spoke” configuration for our pharmacy business beginning in select markets and specific measures to increase the utilization of our two centralized repackaging facilities to benefit our local pharmacies,” Gemunder commented.

“These initiatives are in place or are in the process of being implemented and their impact is expected to have a gradual positive effect on our results as we progress through this year and next year.

“Then too, we believe that realizing the synergies from the number of smaller acquisitions we have made year-to-date will have a positive impact on our margins over the balance of the year. That said, we plan to continue to be aggressive in our acquisition program as industry consolidation makes even more strategic and economic sense today. Longer term, we see growth in our higher margin businesses such as specialty pharmacy services and pharmaceutical informatics also having a salutary impact on margins,” commented Gemunder.

CRO Business

Omnicare Clinical Research, the Company’s contract research (CRO) business, generated revenues of $33.8 million on a GAAP basis for the second quarter of 2004, versus the comparable prior-year quarter’s revenues of $41.2 million. Included in both periods were reimbursable out-of-pocket expenses, totaling $4.5 million in the 2004 period and $5.9 million in the 2003 period. Excluding these reimbursable out-of-pocket expenses, adjusted revenues were $29.3 million versus the $35.4 million recorded on this basis in the 2003 period. Operating income in the second quarter of 2004 was $3.3 million versus the $4.5 million earned during the prior-year period. Backlog in our CRO business at June 30, 2004 grew to approximately $200 million.

“Our CRO business performed in line with our expectations for the quarter against tough year-over-year comparisons,” said Gemunder. “Performance on a sequential basis continued to show improvement in profitability. During the quarter, we saw solid new business wins and our PeriApproval and Geriatric Clinical Studies

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Unit continued to exceed growth expectations. These factors, combined with productivity improvements and cost reduction efforts, point to improving performance during the second half of the year.

“While our CRO business at times experiences short-term volatility, we see a positive long-term outlook in Omnicare Clinical Research as we benefit from the streamlining and globalization of our business, our unique capabilities in the geriatric market and the strength of our presence in the overall drug development marketplace.”

Six Month Results

Financial results for the six months ended June 30, 2004, as compared with the same period of 2003, were as follows:

• Earnings per diluted share increased 37% to $1.18

• Net income rose 48% to $123.9 million

• EBITDA grew 30% to $256.0 million

• Sales grew 21% to $1,992.9 million

The first half of 2003 included the previously discussed charge of $4.1 million pretax related to the early redemption of the 5% convertible notes. Adjusting for this special item in the prior-year period, results for the first half of 2004 were as follows:

• Adjusted earnings per diluted share increased 34% to $1.18

• Adjusted net income rose 43% to $123.9 million

• EBITDA grew 30% to $256.0 million

• Sales grew 21% to $1,992.9 million

For the 2004 year-to-date period, cash flow from operations on a GAAP basis was $89.8 million, versus the $120.0 million generated in the first half of 2003. Both periods reflect second quarter pre-buys of $48.1 million in 2004 and $33.2 million in 2003.

NeighborCare Transaction

On June 4, 2004, Omnicare commenced a tender offer for all of the outstanding shares of the common stock of NeighborCare, Inc. (NASDAQ: NCRX) for $30.00 per share in cash. Omnicare’s tender offer price represents a 70% premium over NeighborCare’s closing stock price on May 21, the last day of trading before Omnicare’s proposed offer to acquire NeighborCare was made public on May 24. It also represents a 40% premium over the 30-day trading average prior to the announcement of the offer, a 30% premium to Wall Street’s median price target for NeighborCare’s stock over the next 12 months (based on stock price targets immediately prior to the announcement of Omnicare’s offer) and $4.00 more per share than NeighborCare’s previous all-time high.

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On July 13, 2004, Omnicare announced that it received a request for additional information from the Federal Trade Commission (FTC) relating to its filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) in connection with its tender offer for NeighborCare. The request extends the waiting period under the HSR Act during which the FTC is permitted to review the proposed transaction until 10 days after Omnicare has substantially complied with the request. Omnicare will continue to work with the FTC with respect to the filing.

The company’s tender offer is scheduled to expire at 5:00 p.m., New York City time, on July 30, 2004, unless extended.

Commenting on the tender offer for NeighborCare, Mr. Gemunder said, “We remain as committed as ever to the acquisition of NeighborCare, which continues to make compelling business sense. In fact, the generation of economies of scale in our industry through consolidation has been and will continue to be a major part of the solution to maintaining quality of care while addressing ongoing pricing or reimbursement pressures and the need to contain overall healthcare costs.”

Industry Outlook

“While we continue to see relative stability in the long-term care industry, we continue to monitor key issues related to healthcare funding, including the efforts of state Medicaid programs to contain or reduce costs through the legislative process or by other means, the escalation in drug costs owing to higher utilization among seniors and the introduction of new, more efficacious, albeit more expensive, medications, offset somewhat by increasing use of generic medications.”

Gemunder also noted that the first draft of regulations governing the implementation of the Medicare drug benefit, signed into law in December 2003 and effective in 2006, is expected to be made public soon and until such regulations can be fully reviewed, it remains difficult to predict the impact or outcome of this legislation or of any changes in healthcare policy relating to the future funding of the Medicare and Medicaid programs. “We believe, however, that our extensive experience in geriatric pharmaceutical care, the expertise we have developed in pharmaceutical case management and our vast database on drug utilization and outcomes in the elderly have positioned us well as the implementation of the Medicare drug benefit develops.

“Pharmaceuticals remain the most cost-effective means of treating the chronic illnesses of the frailest members of our society and, as such, should be considered nondiscretionary expenditures and should be appropriately funded. The geriatric pharmaceutical business offers meaningful solutions to containing healthcare costs while ensuring the well-being of the nation’s growing elderly population,” concluded Gemunder.

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Webcast Today

Omnicare will hold a conference call to discuss second-quarter results Monday, July 26 at 10:00 a.m. ET. The conference call will be webcast live at Omnicare’s Web site at www.omnicare.com by clicking on “Investors” and then on “Conference Calls”, and will be accessible by telephone at the following numbers:

Calling from the United States or Canada: 888-634-8522

Calling from other countries: 706-634-6522

Reference: Omnicare

An online replay will be available at www.omnicare.com beginning approximately two hours after the completion of the live call and will remain available for 14 days.

Omnicare, a Fortune 500 company based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly. Omnicare serves residents in long-term care facilities comprising approximately 1,054,000 beds in 47 states and the District of Columbia, making it the nation’s largest provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers. Omnicare also provides clinical research services for the pharmaceutical and biotechnology industries in 29 countries worldwide.

In addition to historical information, this report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made on the basis of management’s views and assumptions regarding business performance as of the time the statements are made, and management does not undertake any obligation to update these statements. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words) and all statements which are not statements of historical fact. Forward-looking statements in this report include, but are not limited to, the following: expectations concerning the Company’s financial performance, results of operations, sales, earnings or business outlook; trends in the long-term healthcare and contract research industries generally; expectations concerning the Company’s ability to leverage its core business; anticipated growth in alternative institutional markets such as correctional facilities, mental health and personal care or supportive living facilities; expectations concerning continued relative stability in the operating environment in the long-term care industry; the ability to leverage the Company’s CRO business and its core pharmacy business as anticipated; volatility in the CRO business; anticipated business performance of the CRO; expectations in the CRO business resulting from streamlining and globalization efforts, the Company’s unique capabilities in the geriatric market and strength of presence in the drug development marketplace; trends in healthcare funding issues, including, but not limited to, state Medicaid budgets, enrollee eligibility, escalating drug prices due to higher utilization among seniors and the aging of the population; expectations concerning increasing Medicare admissions and improving occupancy rates; the introduction of more expensive medications and the increasing use of generic medications; the impact of any changes in healthcare policy relating to the future funding of the Medicaid and Medicare programs; the cost-effectiveness of pharmaceuticals in treating chronic illnesses for the elderly; the impact of the Medicare drug benefit, signed into law in December 2003 and effective in 2006, and its implementing regulations; the effect of any changes and considerations in long-term healthcare funding policies for Medicare and Medicaid programs; the ability of the Company to utilize its expertise in geriatric pharmaceutical care and pharmaceutical cost management and its database on drug utilization and outcomes in the elderly to meet the anticipated challenges of the healthcare environment and the implementation of the Medicare drug benefit; the

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effectiveness of the Company’s growth strategy in allowing the Company to maximize cash flow, maintain a strong financial position, enhance the efficiency of its operations and continue to develop the Company’s franchise in the geriatric pharmaceutical market; the ability of expansion in the Company’s core business to provide the Company greater ability to leverage its clinical services and information business, thereby enhancing cost advantages in the institutional pharmacy market; and expectations concerning opportunities for future growth. These forward-looking statements, together with other statements that are not historical, involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of the Company, include, but are not limited to: overall economic, financial, political and business conditions; trends in the long-term healthcare and contract research industries; competition in the pharmaceutical, long-term care and contract research industries; the impact of consolidation in the pharmaceutical and long-term care industries; trends in long-term care occupancy rates and demographics; the ability to attract new clients and service contracts and retain existing clients and service contracts; trends for the continued growth of the Company’s businesses; expectations concerning the development and performance of the Company’s informatics business; the effectiveness of the Company’s formulary compliance program; trends in drug pricing, including the impact and pace of pharmaceutical price increases; delays and reductions in reimbursement by the government and other payors to customers and to the Company as a result of pressures on federal and state budgets or for other reasons; the overall financial condition of the Company’s customers; the ability of the Company to assess and react to the financial condition of its customers; the effectiveness of the Company’s pharmaceutical purchasing programs and its ability to obtain discounts and manage pharmaceutical costs; the ability of vendors and business partners to continue to provide products and services to the Company; the continued successful integration of acquired companies and the ability to realize anticipated sales, economies of scale, cost synergies and profitability; the continued availability of suitable acquisition candidates; pricing and other competitive factors in the industry; increases or decreases in reimbursement rates and the impact of other cost control measures; the impact on the Company’s sales, profits and margins resulting from market trends in the use of newer branded drugs versus generic drugs; the number and usage of generic drugs and price competition in the drug marketplace; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; the impact and pace of technological advances; the ability to obtain or maintain rights to data, technology and other intellectual property; the demand for the Company’s products and services; variations in costs or expenses; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the ability of clinical research projects to produce revenues in future periods; the ability to benefit from streamlining and globalization efforts at the CRO; trends concerning CRO backlog; the effectiveness of the Company’s implementation and expansion of its clinical and other service programs; the effect of new legislation, government regulations, and/or executive orders, including those relating to reimbursement and drug pricing policies and changes in the interpretation and application of such policies; the impact of the Medicare drug benefit and its implementing regulations; legislation and regulations affecting payment and reimbursement rates for skilled nursing facilities; trends in federal and state budgets and their impact on Medicaid reimbursement rates; government budgetary pressures and shifting priorities; the Company’s ability to adjust to federal and state budget shortfalls; efforts by payors to control costs; the failure of the Company or the long-term care facilities it serves to obtain or maintain required regulatory approvals or licenses; loss or delay of contracts pertaining to the CRO business for regulatory or other reasons; the outcome of litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of differences in actuarial assumptions and estimates pertaining to employee benefit plans; events or circumstances which result in an impairment of goodwill; market conditions; the outcome of audit, compliance, administrative or investigatory reviews; volatility in the market for the Company’s stock and in the financial markets generally; access to adequate capital and financing; changes in international economic and political conditions and currency fluctuations between the U.S. dollar and other currencies; changes in tax laws and regulations; changes in accounting rules and standards; and other risks and uncertainties described in the Company’s reports and filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements

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could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

For more information on Omnicare, Inc., visit www.omnicare.com.

###

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Omnicare, Inc. and Subsidiary Companies

Summary Consolidated Statements of Income, GAAP Basis

(000s, except per share amounts)

Unaudited

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Sales	$	1,006,053		$	838,183		$	1,983,795		$	1,635,936
Reimbursable out-of-pockets (a)		4,544	(a)		5,850	(a)		9,081	(a)		13,958	(a)
Total net sales		1,010,597			844,033			1,992,876			1,649,894
Cost of sales		750,433			617,206			1,473,507			1,206,998
Reimbursed out-of-pocket expenses (a)		4,544	(a)		5,850	(a)		9,081	(a)		13,958	(a)
Total direct costs		754,977			623,056			1,482,588			1,220,956
Gross profit		255,620			220,977			510,288			428,938
Selling, general and administrative expenses		143,327			130,090			281,989			257,018
Operating income		112,293			90,887			228,299			171,920
Investment income		905			1,166			1,539			1,754
Interest expense		(17,243	)		(21,875	)(b)		(33,955	)		(38,331	)(b)
Income before income taxes		95,955			70,178			195,883			135,343
Income taxes		35,501			26,677			71,938			51,419
Net income	$	60,454		$	43,501	(b)	$	123,945		$	83,924	(b)
Earnings per share (“EPS”): (c)
Basic	$	0.58		$	0.45	(b)	$	1.19		$	0.88	(b)
Diluted	$	0.58		$	0.44	(b)(d)	$	1.18		$	0.86	(b)(d)
Weighted average number of common shares outstanding:
Basic		103,996			96,034			103,727			95,215
Diluted		105,002			102,925	(d)		104,888			103,372	(d)

The footnotes presented at the separate “Footnotes to Financial Information” page are an integral part of this financial information.

10

Omnicare, Inc. and Subsidiary Companies

Summary Consolidated Statements of Income, Non-GAAP Basis (e)

Excluding EITF No. 01-14 and Special Item

(000s, except per share amounts)

Unaudited

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Adjusted sales	$	1,006,053	(f)	$	838,183	(f)	$	1,983,795	(f)	$	1,635,936	(f)
Adjusted cost of sales		750,433	(f)		617,206	(f)		1,473,507	(f)		1,206,998	(f)
Gross profit		255,620			220,977			510,288			428,938
Selling, general and administrative expenses		143,327			130,090			281,989			257,018
Operating income		112,293			90,887			228,299			171,920
Investment income		905			1,166			1,539			1,754
Interest expense		(17,243	)		(17,806	)(g)		(33,955	)		(34,262	)(g)
Adjusted income before income taxes		95,955			74,247			195,883			139,412
Income taxes		35,501			28,223			71,938			52,965
Adjusted net income	$	60,454		$	46,024	(g)	$	123,945		$	86,447	(g)
Adjusted EPS: (c)
Basic	$	0.58		$	0.48	(g)	$	1.19		$	0.91	(g)
Diluted	$	0.58		$	0.47	(d)(g)	$	1.18		$	0.88	(d)(g)
Weighted average number of common shares outstanding:
Basic		103,996			96,034			103,727			95,215
Diluted		105,002			102,925	(d)		104,888			103,372	(d)

The footnotes presented at the separate “Footnotes to Financial Information” page are an integral part of this financial information.

11

Omnicare, Inc. and Subsidiary Companies

Summary Segment Financial Data, Non-GAAP Basis (e)

Excluding EITF No. 01-14

(000s)

Unaudited

	Pharmacy Services		CRO Services			Corporate and Consolidating			Consolidated Totals
Three Months Ended June 30, 2004:
Adjusted sales	$	976,768	$	29,285	(f)	$	—		$	1,006,053	(f)
Operating income	$	120,549	$	3,268		$	(11,524	)	$	112,293
Depreciation and amortization		12,774		354			615			13,743
Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) (h)	$	133,323	$	3,622		$	(10,909	)	$	126,036
Three Months Ended June 30, 2003:
Adjusted sales	$	802,828	$	35,355	(f)	$	—		$	838,183	(f)
Operating income	$	95,825	$	4,485		$	(9,423	)	$	90,887
Depreciation and amortization		11,626		483			579			12,688
EBITDA (h)	$	107,451	$	4,968		$	(8,844	)	$	103,575
Six Months Ended June 30, 2004:
Adjusted sales	$	1,925,281	$	58,514	(f)	$	—		$	1,983,795	(f)
Operating income	$	243,979	$	6,476		$	(22,156	)	$	228,299
Depreciation and amortization		25,742		701			1,227			27,670
EBITDA (h)	$	269,721	$	7,177		$	(20,929	)	$	255,969
Six Months Ended June 30, 2003:
Adjusted sales	$	1,565,982	$	69,954	(f)	$	—		$	1,635,936	(f)
Operating income	$	181,195	$	9,215		$	(18,490	)	$	171,920
Depreciation and amortization		23,374		901			1,174			25,449
EBITDA (h)	$	204,569	$	10,116		$	(17,316	)	$	197,369

The footnotes presented at the separate “Footnotes to Financial Information” page are an integral part of this financial information.

12

Omnicare, Inc. and Subsidiary Companies

Condensed Consolidated Balance Sheets, GAAP Basis

(000s)

Unaudited

	June 30, 2004		December 31, 2003
ASSETS
Cash and cash equivalents	$	169,702	$	187,413
Restricted cash		5,777		714
Deposit with drug wholesaler		44,000		—
Accounts receivable, net		732,593		678,255
Unbilled receivables		12,551		15,281
Inventories		317,023		326,550
Deferred income tax benefits and other current assets		221,466		174,875
Total current assets		1,503,112		1,383,088
Properties and equipment, net		146,195		148,307
Goodwill		1,783,183		1,690,558
Other noncurrent assets		193,371		173,068
Total assets	$	3,625,861	$	3,395,021
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	296,025	$	296,089
Deferred revenue		13,673		22,454
Current debt		24,748		20,709
Other current liabilities		124,884		123,508
Total current liabilities		459,330		462,760
Long-term debt		183,567		135,855
8.125% senior subordinated notes, due 2011		375,000		375,000
6.125% senior subordinated notes, net, due 2013		221,959		226,822
4.0% contingent convertible notes, due 2033		345,000		345,000
Deferred income taxes and other noncurrent liabilities		226,703		173,560
Total liabilities		1,811,559		1,718,997
Stockholders’ equity		1,814,302		1,676,024
Total liabilities and stockholders’ equity	$	3,625,861	$	3,395,021

The footnotes presented at the separate “Footnotes to Financial Information” page are an integral part of this financial information.

13

Omnicare, Inc. and Subsidiary Companies

Condensed Consolidated Statement of Cash Flows, GAAP Basis

(000s)

Unaudited

	Three Months			Six Months
	Ended June 30, 2004
Cash flows from operating activities:
Net income	$	60,454		$	123,945
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		8,981			18,062
Amortization		4,762			9,608
Provision for doubtful accounts		11,414			21,890
Deferred tax provision		10,279			25,087
Changes in assets and liabilities, net of effects from acquisition of businesses		(29,857	)		(108,801	)
Net cash flows from operating activities		66,033			89,791
Cash flows from investing activities:
Acquisition of businesses		(38,707	)		(144,643	)
Capital expenditures		(4,769	)		(9,837	)
Other		26			(5,002	)
Net cash flows from investing activities		(43,450	)		(159,482	)
Cash flows from financing activities:
Borrowings on line of credit facility		75,000			190,000
Payments on line of credit facility and term A loan		(104,103	)		(138,206	)
Proceeds from/(payments on) long-term borrowings and obligations		9			(43	)
Proceeds from stock awards and exercise of stock options and warrants, net of stock tendered in payment		5,141			6,213
Dividends paid		(2,347	)		(4,680	)
Net cash flows from financing activities		(26,300	)		53,284
Effect of exchange rate changes on cash		(650	)		(1,304	)
Net decrease in cash and cash equivalents		(4,367	)		(17,711	)
Cash and cash equivalents at beginning of period - unrestricted		174,069			187,413
Cash and cash equivalents at end of period - unrestricted	$	169,702		$	169,702

The footnotes presented at the separate “Footnotes to Financial Information” page are an integral part of this financial information.

14

Omnicare, Inc. and Subsidiary Companies

Reconciliation Statement and Definitions, Non-GAAP Basis ^(e)

(000s)

Unaudited

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Adjusted income before income taxes:
Income before income taxes	$	95,955		$	70,178		$	195,883		$	135,343
Special item (i)		—			4,069			—			4,069
Adjusted income before income taxes (i)	$	95,955		$	74,247		$	195,883		$	139,412
Adjusted net income:
Net income	$	60,454		$	43,501		$	123,945		$	83,924
Special item, net of taxes (i)		—			2,523			—			2,523
Adjusted net income (i)	$	60,454		$	46,024		$	123,945		$	86,447
Adjusted earnings per share ("EPS"): (c)
Basic EPS	$	0.58		$	0.45		$	1.19		$	0.88
Special item, net of taxes (i)		—			0.03			—			0.03
Adjusted basic EPS (i)	$	0.58		$	0.48		$	1.19		$	0.91
Diluted EPS	$	0.58		$	0.44		$	1.18		$	0.86
Special item, net of taxes (i)		—			0.02			—			0.02
Adjusted diluted EPS (i)	$	0.58		$	0.47		$	1.18		$	0.88
Earnings before interest, income taxes, depreciation and amortization (“EBITDA”): (h)
Earnings before interest and income taxes (“EBIT”)	$	112,293		$	90,887		$	228,299		$	171,920
Depreciation and amortization		13,743			12,688			27,670			25,449
EBITDA (h)	$	126,036		$	103,575		$	255,969		$	197,369
Net cash flows from operating activities:
EBITDA (h)	$	126,036		$	103,575		$	255,969		$	197,369
Subtract:
Interest expense, net of investment income		(16,338	)		(20,709	)		(32,416	)		(36,577	)
Income taxes		(35,501	)		(26,677	)		(71,938	)		(51,419	)
Changes in assets and liabilities, net of effects from acquisition of businesses		(29,857	)		39,921			(108,801	)		(32,426	)
Add:
Provision for doubtful accounts		11,414			12,135			21,890			23,180
Deferred tax provision		10,279			5,270			25,087			18,739
Write-off of debt issuance costs		—			1,164			—			1,164
Net cash flows from operating activities	$	66,033		$	114,679		$	89,791		$	120,030
Free cash flow: (j)
Net cash flows from operating activities	$	66,033		$	114,679		$	89,791		$	120,030
Capital expenditures		(4,769	)		(3,165	)		(9,837	)		(7,155	)
Dividends		(2,347	)		(2,125	)		(4,680	)		(4,250	)
Free cash flow (j)	$	58,917		$	109,389		$	75,274		$	108,625
Segment Reconciliations - CRO Services
Adjusted Sales - CRO Services:
Total net sales (a)	$	33,829		$	41,205		$	67,595		$	83,912
Reimbursable out-of-pockets (a)		(4,544	)		(5,850	)		(9,081	)		(13,958	)
Adjusted sales (f)	$	29,285		$	35,355		$	58,514		$	69,954

DEFINITIONS:

GAAP: Amounts that conform with U.S. Generally Accepted Accounting Principles (“GAAP”).

Non-GAAP: Amounts that do not conform with U.S. GAAP.

Pre-buys: Cash outlays primarily comprised of purchases of pharmaceuticals in advance of price increases.

The footnotes presented at the separate “Footnotes to Financial Information” page are an integral part of this financial information.

15

Omnicare, Inc. and Subsidiary Companies

Footnotes to Financial Information

(000s)

Unaudited

(a) In accordance with Emerging Issues Task Force (“EITF”) Issue No. 01-14, “Income Statement Characterization of Reimbursements Received for ‘Out-of-Pocket’ Expenses Incurred” (“EITF No. 01-14”), Omnicare has recorded reimbursements received for “out-of-pocket” expenses on a grossed-up basis in the income statement as revenues and direct costs. EITF No. 01-14 relates solely to the Company’s contract research services business.

(b) The three and six month periods ended June 30, 2003 include a call premium and the write-off of a ratable portion of the remaining unamortized debt issuance costs, aggregating $4,069 before taxes ($2,523 after taxes), relating to the Company’s purchase of $106,535 of the aggregate principal amount of its 5.0%, $345,000 of convertible subordinated debentures in the second quarter of 2003.

(c) EPS (basic EPS; special item, net of taxes; adjusted basic EPS; diluted EPS; and adjusted diluted EPS) is reported independently for each amount presented. Accordingly, the sum of the individual amounts may not necessarily equal the separately calculated adjusted EPS amount for the corresponding period.

(d) The three and six month periods ended June 30, 2003 include the dilutive effect of the 5% convertible subordinated debentures, which assumes conversion using the “if converted” method. Under that method, the convertible debentures are assumed to be converted to common shares (weighted for the number of days assumed to be outstanding during the period), and interest expense, net of taxes, related to the convertible debentures is added back to net income. For purposes of the “if converted” calculation, 5,808 and 7,260 shares were assumed to be converted for the three and six month periods ended June 30, 2003, respectively. Additionally, interest expense, net of taxes, of $1,948 and $4,870 for the three and six month periods ended June 30, 2003, respectively, was added back to net income for purposes of calculating diluted earnings per share using this method.

(e) Omnicare believes that investors’ understanding of Omnicare’s performance is enhanced by the Company’s disclosure of certain non-GAAP financial measures as presented in this financial information. Omnicare management believes that the adjusted results provide added insight into the Company’s performance by focusing on the results generated by the Company’s ongoing core operations. Management uses the adjusted results for measurement purposes. Omnicare’s method of calculating these measures may differ from those used by other companies and, therefore, comparability may be limited.

(f) The noted presentation excludes amounts that Omnicare is required to record in its income statement relating to EITF No. 01-14, as discussed in further detail at footnote (a) above.

(g) The noted presentation for the three and six month periods ended June 30, 2003 excludes the call premium and the write-off of a ratable portion of the remaining unamortized debt issuance costs, as discussed in further detail at footnote (b) above.

(h) EBITDA represents earnings before interest expense (net of investment income), income taxes, depreciation and amortization. Omnicare believes that certain investors find EBITDA to be a useful tool for measuring a company’s ability to service its debt. However, EBITDA does not represent net cash flows from operating activities, as defined by U.S. GAAP, and should not be considered as a substitute for operating cash flows as a measure of liquidity or net income as an indicator of Omnicare’s operating performance. Omnicare’s calculation of EBITDA may differ from the calculation of EBITDA by others.

(i) The special item during the three and six month periods ended June 30, 2003 represents the call premium and the write-off of a ratable portion of the remaining unamortized debt issuance costs related to the Company’s purchase of a portion of its 5.0%, $345,000 of convertible subordinated debentures, as discussed in footnote (b) above. Management believes these items are not related to the ongoing operations of Omnicare.

(j) Free cash flow represents net cash flows from operating activities less capital expenditures and dividends paid by the Company. Omnicare believes that certain investors find free cash flow to be a helpful measure of cash generated from current operations, net of cash used for its ongoing capital expenditures and dividend payment requirements. Omnicare's calculation of free cash flow may differ from the calculation of free cash flow by others.

16

EX-99.(A)(1)(P)

Exhibit (a)(1)(P)

Excerpts from the Transcript of Omnicare Inc.’s Second Quarter 2004 Conference Call

July 26, 2004

Mr. Joel Gemunder:

And finally, we continue to be aggressive in our acquisition program. We already have several additional deals under way, and as we have noted before, there are larger number of potential acquisition opportunities out there, and we have added to our acquisition staff to accelerate our efforts in this area. In this environment, we see a very real benefit here, and quickly gaining economies of scale and other efficiencies.

So, bottom line, we have a number of initiatives already under way, some of which have already begun to lower costs and enhance margins, and some of which will take a bit longer to implement to have their desired effects. And now, before I turn this over to Dave, I’d like to give you a brief update on our tender offered to the shareholders of NeighborCare. We believe that the combination of Omnicare and NeighborCare is a compelling transaction that will create a premier institutional pharmacy, a stronger, more efficient company with greater resources to provide quality care and expanded services. This is why we have taken our offer directly to NeighborCare shareholders through our $30 per share cash tender offer. Omnicare and NeighborCare are a good strategic fit—given our complementary services and geographic coverage.

On an annualized proforma basis, the combined company would have revenues of approximately $5.5 billion and over $600 million in EBITDA before considering any potential synergies and the combination would increase the number of beds we serve by approximately 24%. In addition, we expect the NeighborCare transaction to be significantly accretive to Omnicare’s EPS. All in all, it’s a compelling opportunity for the NeighborCare shareholders. And for Omnicare shareholders, as well. This is even more true today. Based on the trends we are seeing with regard to pricing, and the overall drive to contain health care cost success in this industry is going forward — success in this industry going forward will increasingly belong to the participants who have economies of scale and the ability to be a sustained low-cost provider. We are as committed as ever to this transaction and remain a determined, disciplined buyer with a fully-financed tender offer. On July 13, the Federal Trade Commission requested additional information related to our HSR filing.

Their request extends the waiting period during which the FTC is permitted to review the transaction until 10 days after we have substantially complied with the request. Currently, we are working with the FTC to respond to it’s request for additional information and we will keep your posted on any new developments as the process moves along. Now I’d like to turn the call over the Dave, who will comment on our financial highlights and to Cheryl who will comment on selected operating metrics.

[Question and Answer]

. . .

A.J. Rice—Merrill Lynch—Analyst:

All right. I guess, you know, you’re outlining initiatives that you have to accelerate the implementation on to try to offset some of these pressures and you’re also talking about some new initiatives you’re undertaking. Does that make you — how does that make you

look at the NCRX bid differently? If you have more internal issues to address, does that make it less attractive for you?

Mr. Joel Gemunder:

No. Not at all, A.J. Excuse me just a second while a clear my throat. I believe that NeighborCare is on a Rescot System, by and large, and that’s one of our 2 main platforms. So we wouldn’t have any problems in — of any significance in reorienting our computers, and all that would do would be to add to the leverage we would have in achieving the synergies. It would multiply the synergies by a significant — significantly. But it really would be a major multiplier. And it confirms our strategy of moving forward with the [NCRX] deal. Synergies are very important in a business where the government reimbursement — government controls the pricing by and large, and when they do, cost efficiencies are very, very important in doing well in that kind of an environment.

Mr. Rice:

Okay. Is there anything that you can say about the FTC review, and the scope of what they’re asking you to provide information on?

Mr. Gemunder:

My — my lawyers tell me nothing unusual. It’s moving a pace. As soon as we have something to say, we’ll say it, A.J. I wish I could be more forthcoming, but there’s nothing more for me to say at this time.

Mr. Rice:

Are you — will you plan to put out a release when you —

Mr. Gemunder:

Yes.

Mr. Rice:

Well, actually, I’m sure when you get clearance, but when you submit the data?

Mr. Gemunder:

I believe the way the rule works is when you — when they told us that we submitted the data that they need, there’s a 10-day period which begins, and at that point we put out a press release and say when that 10-day period begins to run. That’s what I’m told.

. . .

Joel Ray—Wachovia Securities—Analyst:

Okay. I have 1 final question. I don’t know. Do you have a share repurchase authorized now, and given the tender for NeighborCare, would that have any impact on your desire to potentially do a share repurchase?

Mr. Gemunder:

We’d have to consider that. I haven’t taken that up looking forward, but I have to sit down and talk to our bankers and see how they feel about that. I’m not averse to it, but we also have to pay down debt as well.

Mr. Froesel:

Correct.

Mr. Gemunder:

So we have to — we would certainly review it.

Mr. Ray:

Okay. Well, thank you very much.

EX-99.(A)(1)(Q)

Exhibit (a)(1)(Q)

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

Omnicare news release

OMNICARE EXTENDS TENDER OFFER FOR NEIGHBORCARE

UNTIL AUGUST 31, 2004

COVINGTON, Ky., July 30, 2004 - Omnicare, Inc. (NYSE: OCR) today announced that it has extended its offer for all of the outstanding shares of NeighborCare, Inc. (NASDAQ: NCRX) common stock for $30.00 per share in cash. The offer, which was scheduled to expire today at 5:00 p.m., New York City time, has been extended until 5:00 p.m., New York City time, on Tuesday, August 31, 2004, unless further extended.

As previously announced, Omnicare commenced a tender offer on June 4, 2004 for all of the outstanding shares of NeighborCare common stock for $30 per share in cash. This price represents a 70% premium over NeighborCare’s closing stock price on May 21, the last day of trading before the offer was made public on May 24. It is also a 40% premium over the 30-day trading average prior to the announcement of the offer, a 30% premium to Wall Street’s median price target for NeighborCare’s stock over the next 12 months¹ and $4.00 more than NeighborCare’s previous all-time high.

As of the close of business on July 30, 2004, a total of 20,202,423 shares of NeighborCare common stock had been tendered. This represents approximately 46.3% of NeighborCare’s outstanding shares (or approximately 45.4% of NeighborCare’s outstanding shares, calculated on a fully diluted basis).

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

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. Omnicare serves residents in long-term care facilities comprising approximately 1,054,000 beds in 47 states and the District of Columbia, making it the nation’s largest provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers. Omnicare also provides clinical research services for the pharmaceutical and biotechnology industries in 29 countries worldwide.

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

¹  Stock price targets immediately prior to public announcement of Omnicare’s offer.

of the NeighborCare acquisition on Omnicare’s earnings in 2004 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 Hodges Omnicare (859) 392-3331 Joele Frank / Steve Silva Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449

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