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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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OMNICARE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
681904 10 8
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 4
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CUSIP No. 681904 10 8 13G Page 2 of 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chemed Corporation 31-0791746
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) ___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 730,394 Shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 730,394
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,394
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 681904 10 8 Page 3 of 4 Pages
Schedule 13G
Omnicare, Inc.
(Issuer)
Chemed Corporation
(Person Filing)
Item 1. Issuer:
Item 1(a) Name of Issuer: Omnicare, Inc.
Item 1(b) Address of Issuer's
Principal Executive
Offices: 2800 Chemed Center
255 E. 5th Street
Cincinnati, OH 45202
Item 2. Person filing:
Item 2(a) Name: Chemed Corporation
Item 2(b) Address of Principal
Business Office: 2600 Chemed Center
255 E. 5th Street
Cincinnati, OH 45202
Item 2(c) State of Incorporation: Delaware
Item 2(d) Title of Class of
Securities: Common Stock
Item 2(e) CUSIP Number: 681904 10 8
Item 3 Not Applicable
Item 4 Ownership:
The following sets forth information concerning ownership of the issuer's
securities as of February 13, 1996.
Item 4(a) Amount Beneficially
Owned: 730,394 Shares
Item 4(b) Percent of Class: 2.8%
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CUSIP NO. 681904 10 8 Page 4 of 4 Pages
Item 4(c) Number of Shares (i) sole power to vote: 730,394
As to Which Person shares
Has: (ii) shared power to vote: -0-
(iii) sole power to dispose: 730,394 shares
(iv) shared power to dispose: -0-
Item 5 Not Applicable
Item 6 Not Applicable
Item 7 Not Applicable
Item 8 Not Applicable
Item 9 Not Applicable
Item 10 Certification: Not Applicable
SIGNATURE
After reasonable 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.
February 15, 1996
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Date
/s/ Naomi C. Dallob
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Signature
Naomi C. Dallob, Vice President
and Secretary
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Name/Title