Prospectus excerpt:  Omnicare, Inc. is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, Series B trust PIERS of Omnicare Capital Trust II for any and all of the trust PIERS of Omnicare Capital Trust I. We refer to this offer as the Ùexchange offer.ˆ We refer to the trust PIERS of Omnicare Capital Trust I as the ÙOld Trust PIERSˆ and to the Series B trust PIERS of Omnicare Capital Trust II as the ÙNew Trust PIERS.ˆ Each New Trust PIERS will represent an undivided beneficial interest in the assets of the Omnicare Capital Trust II, which assets will consist solely of the new convertible subordinated debentures issued by Omnicare, Inc., each of which will have a principal amount at maturity of $50 and a stated maturity of June 15, 2033. The CUSIP number of the Old Trust PIERS is 68214L201.

Upon our completion of the exchange offer, every $50 of stated liquidation amount of Old Trust PIERS that is validly tendered and not validly withdrawn will be exchanged for $50 of stated liquidation amount of New Trust PIERS and an exchange fee of $0.125.

Tenders of Old Trust PIERS may be withdrawn at any time before the expiration date of the exchange offer.