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On: Tuesday, 12/13/05, at 6:16am ET · Accession #: 1193125-5-241169 · File #: 333-130211 Text Wildcards: ?(any letter/digit) , * (many) . Search Logic: & (and ) , | (or) ; for Text: | (anywhere ) , "(&)" (near) . Details... As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/13/05 Omnicare Inc FWP 1:34K Omnicare Inc RR Donnelley/FA
Accu Med Services Inc Accu-Med Services of Washington LLC Accumed Inc Alacritis Biopharma, Inc. Ambler Acquisition Co LLC Amc New York Inc Amc Tennessee Inc Aps Acquisition LLC Arlington Acquisition I, Inc. Asco Healthcare Inc Asco Healthcare of New England Inc Asco Healthcare of New England Ltd Partnership Bachs Pharmacy Services LLC Badger Acquisition LLC Badger Acquisition of Brooksville LLC Badger Acquisition of Kentucky LLC Badger Acquisition of Minnesota LLC Badger Acquisition of Ohio LLC Badger Acquisition of Orlando LLC Badger Acquisition of Tampa LLC Badger Acquisition of Texas LLC Beachwood Healthcare Management Inc Bio Pharm International Inc Bpny Acquisition Corp BPTX Acquisition Corp Campo Medical Pharmacy Inc Capitol Home Infusion, Inc. Care Pharmaceutical Services Inc CARE4 LP Carecard Inc CHP Acquisition Corp Cip Acquisition Corp Clinimetrics Research Associates, Inc. Compass Health Services Inc Compscript Boca Inc Compscript Inc Compscript Mobile Inc Concord Pharmacy Services Inc CP Acquisition Corp Creekside Managed Care Pharmacy Inc CTLP Acquisition Corp D&R Pharmaceutical Services Inc Delco Apothecary Inc Dixon Pharmacy LLC Eastern Medical Supplies Inc Eastern Rehab Services, Inc. Electra Acquisition Corp Encare of Massachusetts Inc Enloe Drugs Inc Euro Bio Pharm Clinical Services Inc Evergreen Pharmaceutical Inc Evergreen Pharmaceutical of California Inc Excellerx, Inc. Geneva Sub Inc H.O. Subsidiary, Inc. Hardardt Group Inc Health Concepts & Services Inc Healthobjects Corp Heartland Repack Services LLC Highland Wholesale LLC Hmis Inc Home Care Pharmacy Inc/NY Home Pharmacy Services Inc Horizon Medical Equipment & Supply Inc Hytree Pharmacy Inc Institutional Health Care Services Inc Interlock Pharmacy Systems Inc JHC Acquisition Inc Langsam Health Services Inc LCPS Acquisition LLC Lo Med Prescription Services Inc Lobos Acquisition of Arizona, Inc. Lobos Acquisition of Pennsylvania, Inc. Lobos Acquisition, LLC Lpi Acquisition Corp Main Street Pharmacy LLC Managed Healthcare Inc Management & Network Services Inc Med World Acquisition Corp Medical Arts Health Care Inc Medical Services Consortium Inc Medical Services Group Inc Medicine Center, LLC MHHP Acquisition Co LLC Mosi Acquisition Corp National Care for Seniors LLC NCS Healthcare Inc NCS Healthcare of Arizona Inc NCS Healthcare of Arkansas Inc NCS Healthcare of Beachwood Inc NCS Healthcare of California Inc NCS Healthcare of Connecticut Inc NCS Healthcare of Florida Inc NCS Healthcare of Illinois Inc NCS Healthcare of Indiana Inc NCS Healthcare of Indiana LLC NCS Healthcare of Iowa Inc NCS Healthcare of Kansas Inc NCS Healthcare of Kentucky Inc NCS Healthcare of Maryland Inc NCS Healthcare of Massachusetts Inc NCS Healthcare of Michigan Inc NCS Healthcare of Minnesota Inc NCS Healthcare of Missouri Inc NCS Healthcare of Montana Inc NCS Healthcare of New Hampshire Inc NCS Healthcare of New Jersey Inc NCS Healthcare of New Mexico Inc NCS Healthcare of New York Inc NCS Healthcare of North Carolina Inc NCS Healthcare of Ohio NCS Healthcare of Oklahoma Inc NCS Healthcare of Oregon Inc NCS Healthcare of Pennsylvania Inc NCS Healthcare of Rhode Island Inc NCS Healthcare of South Carolina Inc NCS Healthcare of Tennessee Inc NCS Healthcare of Texas Inc NCS Healthcare of Vermont Inc NCS Healthcare of Washington Inc NCS Healthcare of Wisconsin Inc NCS of Illinois Inc NCS Services Inc Neighborcare Holdings, Inc. Neighborcare Home Medical Equipment Inc Neighborcare Inc Neighborcare Medisco Neighborcare of California Inc Neighborcare of Indiana, Inc. Neighborcare of Maryland LLC Neighborcare of Northern California Inc Neighborcare of Ohio Inc Neighborcare of Oklahoma Inc Neighborcare of Texas Inc Neighborcare of Virginia Inc Neighborcare of Wisconsin Neighborcare Orca Inc Neighborcare Pharmacies Inc Neighborcare Pharmacy Services Inc Neighborcare Repackaging, Inc. Neighborcare Seniorcare Plan, Inc. Neighborcare Services Corp Neighborcare Tci Inc Neighborcare-Infusion Services, Inc. NGC Acquisition Co LLC Nihan & Martin Inc Niv Acquisition Corp North Shore Pharmacy Services Inc Ocr Ra Acquisition Corp Ofl Corp Omnibill Services LLC Omnicare Canadian Holdings, Inc. Omnicare Clinical Research Inc Omnicare Clinical Research LLC Omnicare CR Inc Omnicare Extended Pharma Services LLC Omnicare Headquarters LLC Omnicare Holding Co Omnicare Indiana Partnership Holding Co LLC Omnicare Management Co Omnicare of Nevada LLC Omnicare Pennsylvania Med Supply LLC Omnicare Pharmaceutics Inc Omnicare Pharmacies of Pa East LLC Omnicare Pharmacies of Pa West LLC Omnicare Pharmacies of the Great Plains Holding Co Inc Omnicare Pharmacy & Supply Services Inc Omnicare Pharmacy of Colorado LLC Omnicare Pharmacy of Florida LP Omnicare Pharmacy of Indiana LLC Omnicare Pharmacy of Maine Holding Co Omnicare Pharmacy of Maine LLC Omnicare Pharmacy of Massachusetts LLC Omnicare Pharmacy of Nebraska LLC Omnicare Pharmacy of North Carolina, LLC Omnicare Pharmacy of Pueblo LLC Omnicare Pharmacy of South Dakota LLC Omnicare Pharmacy of Tennessee LLC Omnicare Pharmacy of Texas 1 LP Omnicare Pharmacy of Texas 2 LP Omnicare Pharmacy of the Midwest LLC Omnicare Purchasing Co General Partner Inc Omnicare Purchasing Co LP Omnicare Purchasing Co Ltd Partner Inc Omnicare Respiratory Services LLC PBM Holding Co PBM Plus PBM Plus Mail Service Pharmacy, LLC Pharm Corp of Maine LLC Pharmacon Corp Pharmacy Associates of Glens Falls Inc Pharmacy Consultants Inc Pharmacy Holding 1 LLC Pharmacy Holding 2 LLC Pharmasource Healthcare Inc Pharmed Holdings Inc PP Acquisition Company, LLC PPS Acquisition Company, LLC PRN Pharmaceutical Services Inc Professional Pharmacy Services Inc Rescot Systems Group Inc Roeschens Healthcare Corp Royal Care of Michigan LLC SHC Acquisition Co LLC Shore Pharmaceutical Providers Inc Southside Apothecary Inc Specialized Home Infusion of Michigan LLC Specialized Patient Care Services Inc Specialized Pharmacy Services Inc Specialized Services of Michigan Inc Sterling Healthcare Services Inc Suburban Medical Services Inc Superior Care Pharmacy Inc Swish Inc Tcpi Acquisition Corp THG Acquisition Corp Three Forks Apothecary Inc Tidewater Healthcare Shared Services Group, Inc. Uc Acquisition Corp Uni Care Health Services of Maine Inc Value Health Care Services Inc Value Pharmacy Inc Vital Care Infusions Inc Weber Medical Systems Inc Westhaven Services Co Williamson Drug Co Inc Winslows Pharmacy
Document/Exhibit Description Pages Size 1: FWP Free Writing Prospectus HTML 51K This is an HTML Document rendered as filed. [ Alternative Formats ]
Filed Pursuant to Rule 433
Registration No. 333-130211
December 12, 2005
Pricing Term Sheet
6 3 / 4 %
Senior Subordinated Notes due 2013
Issue
Senior Subordinated Notes
Interest Payment Dates
June 15 and December 15, commencing June 15, 2006
Call Feature
The notes will be subject to a Treasury rate plus 50 basis points make-whole prior to December 15, 2009 , then callable beginning on December 15 of
the years indicated below:
2009 at 103.375%
2010 at 101.688%
2011 and thereafter at 100.00%
Equity Clawback
Prior to December 15, 2008 , the Company may redeem up to 35% of the notes with the proceeds of equity offerings at 106.750%
Change of Control Put Price
101%
Underwriting discount and commission
1.75%
Proceeds (before expenses) to Omnicare
$221,062,500
Book-Running Managers
Lehman Brothers, JP Morgan, SunTrust Robinson Humphrey
Co-Managers
CIBC World Markets, Wachovia Securities, Merrill Lynch & Co., Credit Suisse First Boston
6 7 / 8 % Senior Subordinated Notes due 2015
Issue
Senior Subordinated Notes
Interest Payment Dates
June 15 and December 15, commencing June 15, 2006
Call Feature
The notes will be subject to a Treasury rate plus 50 basis points make-whole prior to December 15, 2010 , then callable beginning on December 15 of
the years indicated below:
2010 at 103.438%
2011 at 102.292%
2012 at 101.146%
2013 and thereafter at 100.00%
Equity Clawback
Prior to December 15, 2008 , the Company may redeem up to 35% of the notes with the proceeds of equity offerings at 106.875%
Change of Control Put Price
101%
Underwriting discount and commission
1.75%
Proceeds (before expenses) to Omnicare
$515,812,500
Book-Running Managers
Lehman Brothers, JP Morgan, SunTrust Robinson Humphrey
Co-Managers
CIBC World Markets, Wachovia Securities, Merrill Lynch & Co., Credit Suisse First Boston
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov 800 -524-4462. You should read this term sheet together with the preliminary prospectus supplement dated December 8, 2005 relating to the notes. The preliminary prospectus supplement is available at www.sec.gov 800 -524-4462 and investors are encouraged to obtain a copy.
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