SEC Info - Omnicare Inc. - ‘4’ for 7/28/05 re: Neighborcare Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OMNICARE INC

(Last)

(First)

(Middle)

1600 RIVERCENTER II

100 EAST RIVER CENTER BLVD

(Street)

COVINGTON

41011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEIGHBORCARE INC [ NCRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
7/28/05

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.02 per share	7/28/05		J ⁽¹⁾		0 ⁽¹⁾	A	$34.75	0 ⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(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.

	/s/ Cheryl D. Hodges, Senior Vice President and Secretary	7/28/05
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

____________ Transaction Code:
J	Other acquisition or disposition.

Omnicare Inc. – ‘4’ for 7/28/05 re: Neighborcare Inc.

On: Thursday, 7/28/05, at 4:13pm ET · For: 7/28/05 · As: 10% Owner · Accession #: 1181431-5-42633 · File #: 0-33217

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Omnicare Inc. – ‘4’ for 7/28/05 re: Neighborcare Inc.

On: Thursday, 7/28/05, at 4:13pm ET · For: 7/28/05 · As: 10% Owner · Accession #: 1181431-5-42633 · File #: 0-33217

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents