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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OMNICARE INC 1600 RIVERCENTER II 100 EAST RIVER CENTER BLVD COVINGTON, KY 41011 |
X | |||
| /s/ Cheryl D. Hodges, Senior Vice President and Secretary | 07/28/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | See General Remarks. |
| Remarks: (1) On July 27, 2005, the previously announced offer to purchase (the "Offer") all of the issued and outstanding shares of common stock, par value $0.02 per share ("Shares") of NeighborCare, Inc. ("NeighborCare") for $34.75 per Share in cash by Nectarine Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of Omnicare, Inc. ("Omnicare"), expired. On July 28, 2005, pursuant to the Offer, Purchaser accepted for Payment 42,897,600 Shares, which constituted approximately 97.2% of the issued and outstanding Shares. On July 28, 2005, Purchaser was merged with and into NeighborCare, Inc. (the "Merger"), pursuant to which each outstanding Share (other than Shares held by Omnicare, Purchaser or any other subsidiary of Omnicare, Shares held by any subsidiary of NeighborCare and Shares held by any shareholder who has perfected his appraisal rights pursuant to Subchapter 15D and Section 1930 of the Pennsylvania Business Corporation Law of 1988, as amended) was converted into the right to receive $34.75 per Share in cash and each outstanding Share held by Omnicare, Purchaser or any other subsidiary of Omnicare was cancelled and no payment made with respect thereto. Also, pursuant to the Merger, each issued and outstanding share of common stock of Purchaser, no par value per share, was converted into one share of common stock of the surviving corporation, par value $0.02 per share. As a result of the Merger, NeighborCare became a direct wholly owned subsidiary of Omnicare, and Purchaser ceased to exist. NeighborCare has filed a Form 15 to terminate registration of the Shares under the Securities Exchange Act of 1934. | |