--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)
---------------------
NEIGHBORCARE, INC.
(Name of Subject Company)
---------------------
NEIGHBORCARE, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.02 Per Share
(including the Associated Series B Junior
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
64015Y-10-4
(CUSIP Number of Class of Securities)
---------------------
John F. Gaither, Esq.
Senior Vice President, General Counsel and Secretary
NeighborCare, Inc.
601 East Pratt Street, 3rd Floor
Baltimore, MD 21202
(410) 528-7404
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
---------------------
With copies to:
Mark Gordon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
The purpose of this amendment is to amend and supplement Items 3, 4(b), 7, and 8
and to add additional Exhibits to Item 9 in the Solicitation/Recommendation
Statement on Schedule 14D-9 previously filed by NeighborCare, Inc., a
Pennsylvania corporation, on June 14, 2004, as thereafter amended, and to revise
the Exhibit Index accordingly.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS; ITEM 4. THE
SOLICITATION OR RECOMMENDATION; ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS
OR PROPOSALS
Items 3, 4(b), and 7 are hereby amended and supplemented as follows:
On July 1, 2005, NeighborCare and Omnicare entered into a
Non-Disclosure Agreement, a copy of which is attached as Exhibit (a)(41) hereto
and is incorporated herein by reference.
On July 6, 2005, NeighborCare, Inc., Omnicare, Inc., and Nectarine
Acquisition Corp. ("Merger Sub") executed an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Omnicare will offer to purchase all of the
outstanding shares of common stock of the Company at a price of $34.75 per share
net to the seller in cash, without interest. The Merger Agreement further
provides that, if the Offer is consummated and provided that certain other
conditions are satisfied, Merger Sub will be merged with and into the Company,
with the Company surviving as a wholly owned subsidiary of Omnicare. Pursuant to
the terms of the Merger Agreement, Omnicare will amend its outstanding Offer by
July 13, 2005 to reflect the terms of the Merger Agreement. The foregoing
description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to such agreement, the full text of which
is filed as Exhibit (a)(42) hereto and is incorporated herein by reference.
On July 7, 2005, Omnicare and NeighborCare issued a press release
regarding the execution of the Merger Agreement, the full text of which is filed
as Exhibit (a)(37) hereto and is incorporated herein by reference, as well as
letters to employees and customers, the full texts of which are filed,
respectively, as Exhibit (a)(38) and (a)(39) hereto and are incorporated herein
by reference.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of Schedule 14D-9 is hereby amended by adding the following to
the end of the paragraph entitled "Board Action Regarding Rights Agreement":
At its meeting on July 6, 2005, the Board of Directors of the Company
adopted an amendment to the Rights Agreement in order to render the Rights
inapplicable to the execution of the Merger Agreement, the $34.75 Offer, the
Merger and the other transactions contemplated by the Merger Agreement. A copy
of Amendment No. 1 to the Rights Agreement is filed as Exhibit (a)(40) to this
Amendment No. 19 filed with the Commission and is incorporated herein by
reference.
ITEM 9. EXHIBITS.
--------- ----------------------------------------------------------
Exhibit No. Description
--------- ----------------------------------------------------------
(a)(37) Press Release, dated July 7, 2005
(a)(38) Letter, dated July 7, 2005, to NeighborCare Employees
(a)(39) Letter, dated July 7, 2005, to NeighborCare Customers
(a)(40) Amendment No. 1 to the Rights Agreement
(a)(41) Non-Disclosure Agreement, dated July 1, 2005, by and
among Omnicare, Inc., Nectarine Acquisition Corp. and
NeighborCare, Inc. (Incorporated herein by reference to
Exhibit (d)(1) to Amendment No. 33 to the Schedule TO
filed by Omnicare, Inc. and Nectarine Acquisition Corp.
on July 7, 2005)
(a)(42) Agreement and Plan of Merger, dated July 6, 2005, by
and among Omnicare, Inc., Nectarine Acquisition Corp. and
NeighborCare, Inc. (Incorporated herein by reference to
Exhibit (a)(5)(A) to Amendment No. 33 to the Schedule TO
filed by Omnicare, Inc. and Nectarine
Acquisition Corp. on July 7, 2005)
-2-
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this amendment is true, complete and
correct.
NEIGHBORCARE, INC.
By:/s/ John F. Gaither, Jr.
-------------------------------------
John F. Gaither, Jr.
Senior Vice President,
eneral Counsel and Secretary
Dated: July 7, 2005
-3-
INDEX OF EXHIBITS
Exhibit No. Description
---------- ----------------------------------------------------------
(a)(37) Press Release, dated July 7, 2005
(a)(38) Employee Letter, dated July 7, 2005
(a)(39) Customer Letter, dated July 7, 2005
(a)(40) Amendment No. 1 to the Rights Agreement
(a)(41) Non-Disclosure Agreement, dated July 1, 2005, by and
among Omnicare, Inc., Nectarine Acquisition Corp. and
NeighborCare, Inc. (Incorporated herein by reference to
Exhibit (d)(1) to Amendment No. 33 to the Schedule TO
filed by Omnicare, Inc. and Nectarine Acquisition Corp.
on July 7, 2005)
(a)(42) Agreement and Plan of Merger, dated July 6, 2005, by
and among Omnicare, Inc., Nectarine Acquisition Corp. and
NeighborCare, Inc. (Incorporated herein by reference to
Exhibit (a)(5)(A) to Amendment No. 33 to the Schedule TO
filed by Omnicare, Inc. and Nectarine
Acquisition Corp. on July 7, 2005)
-4-