OMNICARE INC (Form Type: S-4, Filing Date: 06/08/2001)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2001 REGISTRATION NO. 333- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- OMNICARE, INC. AND THE GUARANTORS IDENTIFIED IN FOOTNOTE (1) ON THE FOLLOWING PAGES (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) <TABLE> <S> <C> <C> DELAWARE 5912 31-1001351 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) </TABLE> 100 EAST RIVERCENTER BLVD., SUITE 1600 COVINGTON, KENTUCKY 41011 (859) 392-3300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------- CHERYL D. HODGES SENIOR VICE PRESIDENT AND SECRETARY 100 EAST RIVERCENTER BLVD., SUITE 1600 COVINGTON, KENTUCKY 41011 (859) 392-3300 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------- COPIES TO: MORTON A. PIERCE, ESQ. DEWEY BALLANTINE LLP 1301 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 259-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE <TABLE> <CAPTION> =========================================================================================================================== PROPOSED MAXIMUM PROPOSED AMOUNT OFFERING MAXIMUM TITLE OF EACH CLASS OF TO BE PRICE PER AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) NOTE OFFERING PRICE(1) REGISTRATION FEE -------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> 8 1/8% Series B Senior Subordinated Notes due 2011................................................ $375,000,000 100% $375,000,000 $93,750 -------------------------------------------------------------------------------------------------------------------------- Guarantees of 8 1/8% Series B Senior Subordinated Notes due 2011...................................... $375,000,000 (2) (2) (2) =========================================================================================================================== </TABLE> (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f). (2) No additional consideration for the Guarantees of the 8.125% Series B Senior Subordinated Notes due 2011 will be furnished. Pursuant to Rule 457(n), no separate fee is payable with respect to such Guarantees. ------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ________________________________________________________________________________

(1) The following domestic subsidiaries of Omnicare, Inc. are guarantors of the exchange notes and are co-registrants: <TABLE> <CAPTION> PRIMARY STANDARD STATE OF OR OTHER INDUSTRIAL JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER INCORPORATION OR CODE IDENTIFICATION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER NUMBER ---------------------------------------------------- ------------ ------ ------ <S> <C> <C> <C> AAHS Acquisition Corp............................ DELAWARE 5912 31-1567104 Accu-Med Services, Inc........................... DELAWARE 7372 31-1482519 ACP Acquisition Corp............................. DELAWARE 7372 31-1568818 AMC -- New York, Inc............................. DELAWARE 5912 36-4091917 AMC -- Tennessee, Inc............................ DELAWARE 5912 62-1696813 Bach's Pharmacy Services, LLC.................... DELAWARE 5912 61-1346690 Badger Acquisition of Brooksville, LLC........... DELAWARE 5912 52-2119870 Badger Acquisition of Kentucky, LLC.............. DELAWARE 5912 52-2119911 Badger Acquisition of Minnesota, LLC............. DELAWARE 5912 52-2119871 Badger Acquisition of Ohio, LLC.................. DELAWARE 5912 52-2119875 Badger Acquisition of Orlando, LLC............... DELAWARE 5912 52-2119896 Badger Acquisition of Tampa, LLC................. DELAWARE 5912 52-2119893 Badger Acquisition of Texas, LLC................. DELAWARE 5912 52-2119915 Badger Acquisition, LLC.......................... DELAWARE 5912 52-2119866 Bio-Pharm International, Inc..................... DELAWARE 8731 23-2794725 BPNY Acquisition Corp............................ DELAWARE 5912 31-1563804 BPTX Acquisition Corp............................ DELAWARE 5912 31-1563806 Campo Medical Pharmacy, Inc...................... LOUISIANA 5912 72-1039948 Care Pharmaceutical Services, Inc................ DELAWARE 5912 31-1399042 CHP Acquisition Corp............................. DELAWARE 5912 31-1483612 CIP Acquisition Corp............................. DELAWARE 5912 31-1486402 CompScript -- Boca, Inc.......................... FLORIDA 5912 65-0286244 CompScript -- Mobile, Inc........................ DELAWARE 5912 59-3248505 CompScript, Inc.................................. FLORIDA 5912 65-0506539 CP Acquisition Corp.............................. OKLAHOMA 5912 61-1317566 Creekside Managed Care Pharmacy, Inc............. DELAWARE 5912 61-1349188 CTLP Acquisition Corp............................ DELAWARE 5912 61-1318902 D & R Pharmaceutical Services, Inc............... KENTUCKY 5912 61-0955886 Electra Acquisition Corp......................... DELAWARE 5912 31-1465189 Enloe Drugs, Inc................................. DELAWARE 5912 31-1362346 Euro Bio-Pharm -- ATS............................ DENMARK 8731 Euro Bio-Pharm Clinical Services, Inc............ DELAWARE 8731 23-2770328 Evergreen Pharmaceutical of California, Inc...... CALIFORNIA 5912 61-1321151 Evergreen Pharmaceutical, Inc.................... WASHINGTON 5912 91-0883397 Hardardt Group, Inc., The........................ DELAWARE 8731 22-3470357 HMIS, Inc........................................ DELAWARE 5912 36-4124072 Home Care Pharmacy, Inc.......................... DELAWARE 5912 31-1255845 Home Pharmacy Services, Inc...................... MISSOURI 5912 37-0978331 </TABLE> (table continued on next page)

(table continued from previous page) <TABLE> <CAPTION> PRIMARY STANDARD STATE OF OR OTHER INDUSTRIAL JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER INCORPORATION OR CODE IDENTIFICATION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER NUMBER ---------------------------------------------------- ------------ ------ ------ <S> <C> <C> <C> Hytree Pharmacy, Inc............................. OHIO 5912 34-1090853 Interlock Pharmacy Systems, Inc.................. MISSOURI 5912 43-0951332 JHC Acquisition, Inc............................. DELAWARE 5912 31-1494762 Langsam Health Services, Inc..................... DELAWARE 5912 73-1391198 LCPS Acquisition, LLC............................ DELAWARE 5912 61-1347084 Lo-Med Prescription Services, Inc................ OHIO 5912 34-1396063 LPI Acquisition Corp............................. DELAWARE 5912 31-1501535 Managed Healthcare, Inc.......................... DELAWARE 5912 31-1450845 Med World Acquisition Corp....................... DELAWARE 5912 61-1322120 Medical Arts Health Care, Inc.................... GEORGIA 5912 58-1640672 Medical Services Consortium, Inc................. FLORIDA 5912 65-0357177 MOSI Acquisition Corp............................ DELAWARE 5912 31-1528353 Nihan & Martin, Inc.............................. DELAWARE 5912 36-4004491 NIV Acquisition Corp............................. DELAWARE 5912 31-1501415 North Shore Pharmacy Services, Inc............... DELAWARE 5912 31-1428484 OCR-RA Acquisition Corp.......................... DELAWARE 5912 31-1442830 OFL Corp......................................... DELAWARE 5912 61-1357682 Omnibill Services, LLC........................... DELAWARE 5912 61-1365732 Omnicare Clinical Research, Inc.................. DELAWARE 8731 52-1670189 Omnicare Clinical Research, LLC.................. DELAWARE 8731 14-1723594 Omnicare Management Company...................... DELAWARE 5912 31-1256520 Omnicare Pennsylvania Med Supply, LLC............ DELAWARE 5912 61-1347895 Omnicare Pharmaceutics, Inc...................... DELAWARE 8731 23-2745806 Omnicare Pharmacies of PA East, LLC.............. DELAWARE 5912 61-1347894 Omnicare Pharmacies of PA West, Inc.............. PENNSYLVANIA 5912 25-1213193 Omnicare Pharmacies of the Great Plains Holding Company, Inc................................... DELAWARE 5912 61-1386242 Omnicare Pharmacy and Supply Services, Inc....... SOUTH DAKOTA 5912 41-1730324 Omnicare Pharmacy of Colorado, LLC............... DELAWARE 5912 61-1347085 Omnicare Pharmacy of Maine Holding Company, Inc... DELAWARE 5912 61-1365280 Omnicare Pharmacy of Maine LLC................... DELAWARE 5912 61-1339662 Omnicare Pharmacy of Massachusetts, LLC.......... DELAWARE 5912 61-1347087 Omnicare Pharmacy of Nebraska, LLC............... DELAWARE 5912 61-1386244 Omnicare Pharmacy of South Dakota, LLC........... DELAWARE 5912 61-1386243 Omnicare Pharmacy of Tennessee, LLC.............. DELAWARE 5912 61-1347088 Omnicare Pharmacy of the Midwest, Inc............ DELAWARE 5912 31-1374275 PBM Plus......................................... WISCONSIN 5912 39-1789830 </TABLE> (table continued on next page)

(table continued from previous page) <TABLE> <CAPTION> PRIMARY STANDARD STATE OF OR OTHER INDUSTRIAL JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER INCORPORATION OR CODE IDENTIFICATION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER NUMBER ---------------------------------------------------- ------------ ------ ------ <S> <C> <C> <C> Pharmacon Corp................................... NEW YORK 5912 13-3498399 Pharmacy Associates of Glens Falls, Inc.......... NEW YORK 5912 14-1554120 Pharmacy Consultants, Inc........................ SOUTH CAROLINA 5912 57-0640737 Pharm-Corp of Maine, LLC......................... DELAWARE 5912 61-1339663 Pharmed Holdings, Inc............................ DELAWARE 5912 36-4060882 PRN Pharmaceutical Services, Inc................. DELAWARE 5912 35-1855784 Roeschen's Healthcare Corp....................... WISCONSIN 5912 39-1084787 Royal Care of Michigan LLC....................... DELAWARE 5912 38-3529444 SHC Acquisition Co., LLC......................... DELAWARE 5912 61-1346763 Shore Pharmaceutical Providers, Inc.............. DELAWARE 5912 31-1425144 Southside Apothecary, Inc........................ NEW YORK 5912 61-1340804 Specialized Home Infusion of Michigan LLC........ DELAWARE 5912 38-3529442 Specialized Patient Care Services, Inc........... ALABAMA 5912 63-1159534 Specialized Pharmacy Services, Inc............... MISSOURI 5912 38-2143132 Sterling Healthcare Services, Inc................ DELAWARE 5912 36-4031863 Superior Care Pharmacy, Inc...................... DELAWARE 5912 31-1543728 Swish, Inc....................................... DELAWARE 8731 52-2005933 TCPI Acquisition Corp............................ DELAWARE 5912 31-1508476 THG Acquisition Corp............................. DELAWARE 5912 31-1567102 Three Forks Apothecary, Inc...................... KENTUCKY 5912 61-0995656 UC Acquisition Corp.............................. DELAWARE 5912 31-1414594 Value Health Care Services, Inc.................. DELAWARE 5912 31-1485530 Value Pharmacy, Inc.............................. MASSACHUSETTS 5912 04-2894741 Vital Care Infusions, Inc........................ NEW YORK 5912 61-1336267 Weber Medical Systems, Inc....................... DELAWARE 5912 31-1409572 Westhaven Services Co............................ OHIO 5912 34-1151322 Williamson Drug Company, Incorporated............ VIRGINIA 5912 54-0590067 Winslow's Pharmacy............................... NEW JERSEY 5912 21-0692005 </TABLE>

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT EXCHANGE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO EXCHANGE THESE SECURITIES AND IS NOT SOLICITING OFFERS TO EXCHANGE THESE SECURITIES IN ANY STATE WHERE THE EXCHANGE IS NOT PERMITTED. SUBJECT TO COMPLETION DATED JUNE 8, 2001 PRELIMINARY PROSPECTUS OMNICARE, INC. OFFER TO EXCHANGE 8 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 $375,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING ------------------- The exchange offer expires 5:00 p.m., New York City time, on , 2001, unless extended. We will exchange your validly tendered unregistered notes (the 'old notes') for an equal principal amount of registered exchange notes (the 'exchange notes') with substantially identical terms. The exchange offer is not subject to any condition other than the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission and certain other customary conditions. You may withdraw your tender of old notes at any time prior to the expiration of the exchange offer. The exchange of notes should not be a taxable exchange for U.S. federal income tax purposes. We will not receive any proceeds from the exchange offer. The terms of the exchange notes to be issued are substantially identical to the old notes, except for certain transfer restrictions and registration rights relating to the old notes. You may tender outstanding old notes only in denominations of $1,000 and multiples of $1,000. Affiliates of our company may not participate in the exchange offer. ------------------- PLEASE REFER TO 'RISK FACTORS' BEGINNING ON PAGE 17 OF THIS DOCUMENT FOR CERTAIN IMPORTANT INFORMATION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES TO BE ISSUED IN THE EXCHANGE OFFER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- Prospectus dated , 2001.

PROSPECTUS SUMMARY This summary highlights selected information appearing elsewhere in this prospectus and may not contain all of the information that is important to you. This prospectus includes the specific terms of the exchange notes, as well as information regarding our business and detailed financial data. In this prospectus, the terms 'we,' 'us,' 'our,' 'our company' and 'Omnicare' refer to the business of Omnicare, Inc. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires. We encourage you to read this prospectus in its entirety. THE COMPANY Omnicare is a leading geriatric pharmaceutical services company. We are the nation's largest independent provider of pharmaceuticals and related pharmacy services to long-term care institutions such as skilled nursing facilities, assisted living facilities, retirement centers and other institutional health care facilities. As of December 31, 2000 we provided our services to approximately 636,500 residents in approximately 8,400 long-term care facilities in 43 states. We purchase, repackage and dispense pharmaceuticals, both prescription and non-prescription, and provide computerized medical record keeping and third-party billing for residents in those facilities. We also provide consultant pharmacist services, including evaluating monthly patient drug therapy, monitoring the control, distribution and administration of drugs within the nursing facility, and assisting in compliance with state and federal regulations. In addition, we provide ancillary services, such as infusion therapy, dialysis and medical supplies, and clinical care planning and financial software information systems to our client facilities. We also provide comprehensive clinical research services for the pharmaceutical and biotechnology industries. For the year ended December 31, 2000, we generated total revenue of approximately $2.0 billion and earnings before interest, taxes, depreciation and amortization of $231.9 million, excluding restructuring and other related charges. We believe that we are well positioned to benefit from favorable demographic trends. Based on U.S. Census Bureau projections, the fastest growing segment of the population is the group over 65 years of age, which is expected to increase 14% to 40 million persons (or one of every 7.5 United States citizens) by 2010 and grow to 70 million persons by 2030 (or one of every 5 United States citizens). This age group currently has the largest requirement for pharmaceutical services in the United States, with health expenditures for persons over the age of 65 averaging nearly four times that of people under 65, according to the Pharmaceutical Research and Manufacturers of America. Furthermore, the oldest age bracket, people aged 85 and above, is expected to see the most growth over the next 30 years according to the U.S. Census Bureau. This age group generally is the most likely to be in need of some form of long-term care or assisted living. OUR BUSINESS Our primary line of business is the distribution of pharmaceuticals, related pharmacy consulting, data management services and medical supplies to long-term care facilities through our network, as of December 31, 2000, of 134 specialized, institutional pharmacies that are strategically located throughout the United States. We typically service long-term care facilities within a 150-mile radius of our pharmacy locations and maintain a 24-hour, seven-day per week, on-call pharmacist service for emergency dispensing and delivery and for consultations with the facility's staff or attending physicians. We utilize a unit dose delivery system that differs from the bulk delivery system typically used by retail pharmacies. Our unit dose delivery system is intended to improve control over pharmaceutical distribution and patient compliance with drug therapy by increasing the accuracy and timeliness of drug administration. In conjunction with the unit dose delivery system, our record keeping/documentation system is designed to result in greater efficiency in nursing time, improved control and reduced waste in client facilities, and lower error rates in both dispensing and administration. We also furnish infusion therapy and dialysis services. We believe we distinguish ourselves from many of our competitors by also providing proprietary clinical programs, such as formulary management, health and outcomes management programs, and integrated electronic database management services for the large base of elderly patients we serve. In 2

particular, our proprietary formulary, the nation's first clinically-based formulary tailored to the geriatric patient in the long-term care setting, is designed to aid us in improving patient outcomes while lowering the overall cost to health care payors. We have been able to leverage our core pharmacy services capabilities through our contract research organization services. Our Contract Research Organization is a leading international provider of comprehensive product development and research services to client companies in the pharmaceutical, biotechnology, medical device and diagnostics industries. As of December 31, 2000, our Contract Research Organization had operations in 23 countries and provides support for the design of regulatory strategy and clinical development (phases I through IV) of pharmaceuticals by offering comprehensive and fully integrated clinical, quality assurance, data management, medical writing and regulatory support for our clients' drug development programs. COMPETITIVE STRENGTHS We believe that our strong competitive position is attributable to a number of factors, including the following: MARKET LEADING POSITION As the nation's largest independent provider of pharmaceuticals, related pharmacy consulting and data management services and medical supplies to both the skilled nursing facilities and assisted living facilities markets, our market leading position provides the following benefits: Our broad geographic scope allows us to serve a broad spectrum of customers, from small independent facilities to large national chains; As one of the largest purchasers of pharmaceuticals for the elderly in long-term care institutions in the United States, we are able to generate economies of scale in the purchase of pharmaceuticals and supplies; and We believe we have significantly lower operating costs than our competitors due to the size and scope of our operations. STRONG FINANCIAL POSITION AND CONSERVATIVE CAPITAL STRUCTURE We have implemented disciplined financial policies that have helped us to generate consistent annual revenue growth and strong cash flow and to maintain a strong balance sheet. Despite the regulatory environment which adversely affected the long-term care industry in late 1998 through 2000, we were able to increase our operating cash flow and reduce our debt. Cash flow from operations grew by 13% to $101.1 million in 1999 versus 1998 and by 31% to $132.7 million in 2000 versus 1999. Free cash flow (operating cash flow minus capital expenditures and cash dividends) was $92.0 million in 2000, compared to $34.2 million generated in 1999. Our total debt as a percent of total capitalization was 42.3% at December 31, 2000, down 190 basis points from 44.2% at December 31, 1999. PROPRIETARY FORMULARY AND HEALTH MANAGEMENT PROGRAMS We offer a complete portfolio of traditional institutional pharmacy services to our customers and believe we have further distinguished our services from our competitors through our proprietary clinical programs. In 1994, we introduced the Omnicare Guidelines'r', a proprietary, clinically based formulary developed in conjunction with the Philadelphia College of Pharmacy. The Omnicare Guidelines'r' ranks nearly 850 drugs across 185 therapeutic classifications based on their relative clinical effectiveness in the elderly and by cost to the payor. The Omnicare Guidelines'r' assist us in purchasing drugs at a lower cost and in more effectively managing patient care and costs, which can result in significant savings for payors and enhanced health outcomes for the residents we serve. We offer eight major proprietary health management programs targeted at some of the most prevalent diseases affecting the elderly: congestive heart failure, depression, osteoporosis, atrial fibrillation, Alzheimer's disease, dementia, urinary health and pain management. Such programs can help identify patients who are candidates for more effective drug 3

therapy as well as identifying formerly undiagnosed disease states which may be treatable through appropriate drug therapy. Our consultant pharmacists can then recommend clinically more appropriate preventative and corrective medications to the patient's physician. By promoting more appropriate therapy, costs of inappropriate therapy such as increased nursing time, lab tests, physician visits and hospitalizations can be reduced. These programs can help our customers to lower overall health care costs and improve patient outcomes. WELL POSITIONED CONTRACT RESEARCH ORGANIZATION Our Contract Research Organization is one of the leading contract research organizations in the world and we believe our Contract Research Organization has several competitive advantages. Because of our market position as the nation's largest independent institutional pharmacy organization and our significant relationships with major pharmaceutical manufacturers, we believe our Contract Research Organization has access to important business opportunities. We believe our Contract Research Organization business is well positioned to help pharmaceutical manufacturers conduct research on drugs targeted at diseases of the elderly through our access to over 600,000 elderly residing in skilled nursing facilities and assisted living facilities, which can serve as clinical investigative sites for needed geriatric pharmaceutical research. Our access to a large pool of potential participants can allow us to rapidly inform and recruit patients with existing diseases and risk profiles who are willing to participate, or could benefit from clinical trials. As a result, our Contract Research Organization is able to provide efficient geriatric pharmaceutical research in long-term care facilities. Equally important, access to our databases, which include extensive clinical data on a significant number of geriatric patients, allows analysis by biostatisticians, which reveals correlations between drug regimen and outcomes. Also drug comparisons can be made, identifying the best drugs to be used under specific conditions. Such studies containing aggregate data are valuable to pharmaceutical manufacturers as they attempt to match the medication needs of the elderly with their product development. PROVEN MANAGEMENT TEAM WITH SIGNIFICANT INDUSTRY EXPERIENCE Our management team has successfully developed Omnicare into the leading independent provider of pharmacy services to long-term care providers. Our management team has successfully integrated more than 80 acquisitions since 1988, implementing our financial, purchasing and regulatory controls. Our senior management team, led by President Joel Gemunder, who has been with us since we were founded in 1981, has extensive experience in the health care industry. Through the leadership of our senior management team, our revenue has grown from less than $56 million in 1990 to approximately $2 billion in 2000, through a combination of acquisitions and internal growth. Our management team has demonstrated an ability to operate our business in a difficult reimbursement environment. For example, in mid-1999, we initiated a restructuring program geared toward significantly streamlining operations, reducing costs and increasing the efficiency of our operating units by standardizing around best practices. We merged or closed 67 pharmacy locations and four Contract Research Organization and software locations and opened 12 new pharmacies. Headcount was reduced by approximately 1,800, or 16% of our total workforce of approximately 11,100. We completed this restructuring effort in December 2000. BUSINESS STRATEGY Our strategy is to enhance our strong market position and to increase revenue and cash flow by capitalizing on our position as a leading provider of pharmacy services. Our business strategy focuses on the pursuit of the following key initiatives: GROW CORE PHARMACY DISTRIBUTION BUSINESS An important element of our strategy is to continue to grow our core institutional pharmacy business by increasing market penetration in the long-term care market. Much of our growth from 1989 to 1999 was through acquisitions. We intend to continue to grow our business both through internal growth and 4

selected acquisitions. We believe skilled nursing facilities continue to present opportunities for us to increase market presence, particularly since the financial condition of many of our competitors has been adversely affected by recent Medicare reimbursement changes, especially the Prospective Payment System. Moreover, we believe further growth can be generated through expansion in the assisted living facilities market, where the number of facilities has been growing at a more rapid pace than skilled nursing facilities. As residents in assisted living facilities age, they generally require increasing levels of pharmaceutical care both for prevention as well as treatment of chronic illnesses; as a result, the acuity level of the residents has been rising, causing greater drug utilization. Moreover, in contrast to skilled nursing facilities, assisted living facilities receive most of their reimbursement from private pay sources. In both the skilled nursing facilities and assisted living facilities markets, we believe there is an opportunity to increase our number of residents served. EXPANSION OF SERVICES Our strategy includes leveraging our core pharmacy distribution business by expanding our services within the facilities we serve. We believe that there are significant opportunities to increase our revenue and margins by providing additional services such as infusion therapy, dialysis and health management to our skilled nursing facilities, assisted living facilities and other customers. Due to recent favorable Medicare reimbursement changes affecting skilled nursing facilities, particularly with respect to high acuity residents, we intend to expand our infusion therapy business. We recently introduced an onsite dialysis program for residents of skilled nursing facilities who suffer from end stage renal disease (or kidney failure). This service allows residents with end stage renal disease to be cared for onsite at the skilled nursing facility rather than being transported to a clinic, typically three times per week for a total of 12 hours of treatment per week. We are currently serving over 200 end stage renal disease patients in twenty-five facilities. We are also expanding our health management programs, which utilize a case management approach to dealing with underdiagnosis and undertreatment in the elderly. Generally, such programs seek to foster the optimization of drug therapy and often require increases in utilization of certain drugs. Through these programs, we believe overall health care costs, including increased hospitalizations, staffing time, lab tests and ambulance transfers, can be reduced and patient outcomes enhanced. EXTEND OUR SERVICES TO BROADER GERIATRIC MARKETS There are more than 30 million Americans, representing approximately 90% of the population over the age of 65, living independently. We believe this represents the largest potential market into which we can extend our clinical expertise and services. Seniors often receive care and prescriptions from multiple health care practitioners. As a result, we believe seniors are highly susceptible to medication errors and drug-related problems. With our geriatric formulary expertise and health management capabilities, we believe we can provide significant value to this broad-based elderly population and to those financially responsible for their care. For example, we presently are acting as a third-party pharmaceutical case management partner for certain retiree health benefit plans of a Fortune 10 company. This program, which serves more than 30,000 retirees, was launched in early 2000. This program involves medical information analysis along with employing the Omnicare Guidelines'r' outcomes-based algorithm technology and our proprietary clinical data and expertise to make recommendations to improve the effectiveness of drug therapy in seniors, including identifying potentially underdiagnosed and undertreated conditions. The goal is to enhance the care of these retirees while lowering the employer's overall health care costs. We believe our geriatric outcomes management will be of interest to managed care organizations, large employer- funded benefit plan sponsors, insurers, pension plans and state Medicaid programs. REGULATORY ENVIRONMENT In recent years Congress has passed a number of federal laws that have effected major changes in the health care system. The Balanced Budget Act of 1997 sought to achieve a balanced federal budget by, among other things, changing the reimbursement policies applicable to various health care providers through the introduction in 1998 of the Prospective Payment System for Medicare-eligible residents of skilled nursing facilities. Prior to the Prospective Payment System, skilled nursing facilities under Medicare 5

received cost-based reimbursement. Under the Prospective Payment System, Medicare pays skilled nursing facilities a fixed fee per patient per day based upon the acuity level of the resident, covering substantially all items and services furnished during a Medicare-covered stay, including pharmacy services. The Prospective Payment System resulted in a significant reduction of reimbursement to skilled nursing facilities. Admissions of Medicare residents, particularly those requiring complex care, declined in many skilled nursing facilities due to concerns relating to the adequacy of reimbursement under the Prospective Payment System. This caused a weakness in Medicare census leading to a significant reduction of overall occupancy in the skilled nursing facilities we serve. This decline in occupancy and acuity levels adversely impacted our results beginning in 1999, as we experienced lower utilization of our services, coupled with the Prospective Payment System related pricing pressure from our skilled nursing facility customers. In 1999, Congress enacted the 1999 Balanced Budget Refinement Act which gave skilled nursing facilities a 20% rate increase for high-acuity patients, and an overall 4% across the board increase in payments otherwise determined under the Balanced Budget Act of 1997 for all patients. These rate increases went into effect in April 2000 and are expected to partially restore the reduction of reimbursement caused by the Prospective Payment System. In December 2000 the Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 was signed into law. Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000, effective April 2001, will further increase reimbursement by means of a 6.7% rate increase for certain high-acuity rehabilitation patients, a 16.66% across the board increase in the nursing component of the rate for all patients, and for fiscal year 2001 a 3.16% rate increase for all patients. For the year ended December 31, 2000, our payor mix was approximately 46% private pay and long-term care facilities (including payments from skilled nursing facilities on behalf of their Medicare-eligible residents), 43% Medicaid, 3% Medicare (including direct billing for medical supplies) and 8% other private sources (including the Contract Research Organization business). PRINCIPAL EXECUTIVE OFFICES Our principal executive offices are located at 100 East RiverCenter Blvd., Suite 1600, Covington, Kentucky 41011, and our phone number is (859) 392-3300. Our corporate Website address is http:/www.omnicare.com. Information contained on our Website is not part of this prospectus. THE EXCHANGE OFFER On March 20, 2011, we issued $375,000,000 aggregate principal amount of our 8 1/8% Senior Subordinated Notes due 2011 in a private offering. The old notes are guaranteed by certain of our domestic subsidiaries. We and the guarantors entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, among other things, to deliver to you this prospectus and to complete the exchange offer on or prior to , 2001. You are entitled to exchange in the exchange offer your old notes for registered exchange notes with substantially identical terms. If the exchange offer is not completed on or prior to , 2001, liquidated damages will accrue on the old notes at a rate of .25% over the stated interest rate on the old notes for the first 90 days immediately following such date, and will increase by an additional .25% at the beginning of each subsequent 90-day period up to a maximum of 1.0% in the aggregate, until the exchange offer is completed. You should read the discussion under the headings 'Summary of Terms of the Exchange Notes' and 'Description of the Notes' for further information regarding the registered exchange notes. We believe that the exchange notes issued in the exchange offer may be resold by you without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, subject to certain conditions and limited exceptions. Following the exchange offer, any old notes held by you that are not exchanged in the exchange offer will continue to be subject to the existing restrictions on transfer on the old notes and, except in certain limited circumstances, we will have no further obligation to you to provide for registration under the Securities Act of 1933 of transfers of outstanding old notes held by you. You should read the discussions under the headings 'Summary of the Exchange Offer' and 'The Exchange Offer' for further information regarding the exchange offer and the resale of old notes. 6

SUMMARY OF THE EXCHANGE OFFER <TABLE> <S> <C> Issuer....................................... Omnicare, Inc. The Exchange Offer........................... We previously issued $375 million aggregate principal amount of our 8 1/8% Senior Subordinated Notes due 2011 in a private offering. These securities were not registered under the Securities Act of 1933. At the time we issued the old notes, we entered into a registration rights agreement in which we agreed to offer to exchange your unregistered old notes for new exchange notes which have been registered under the Securities Act of 1933. This exchange offer is intended to satisfy that obligation. We are offering to exchange $1,000 principal amount of registered exchange notes for each $1,000 principal amount of your unregistered old notes. After the exchange offer is completed, except in certain limited circumstances, you will no longer be entitled to any registration rights with respect to your old notes. Under certain circumstances, certain holders of outstanding old notes may require us to file a shelf registration statement under the Securities Act of 1933. As of this date, there is $375 million aggregate principal amount of old notes outstanding. Required Representation...................... In order to participate in this exchange offer, you will be required to make certain representations to us in a letter of transmittal, including that: any exchange notes will be acquired by you in the ordinary course of your business; you have not engaged in, do not intend to engage in, and do not have an arrangement or understanding with any person to participate in, a distribution of the exchange notes; and you are not an affiliate of our company. Resale....................................... We believe that, subject to limited exceptions, the exchange notes issued in the exchange offer may be freely traded by you without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933 provided that: the exchange notes issued in the exchange offer are being acquired in the ordinary course of your business; you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer; and you are not an 'affiliate' of our company. If our belief is inaccurate and you transfer any exchange note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act of </TABLE> 7

<TABLE> <S> <C> 1933 or without an exemption from registration of your exchange notes from such requirements, you may incur liability under the Securities Act of 1933. We do not assume, or indemnify you against, such liability. Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for old notes which were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of the exchange notes issued in the exchange offer. We have agreed in the registration rights agreement that a broker-dealer may use this prospectus until for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer. Expiration Date.............................. The exchange offer will expire at 5:00 p.m., New York City time, on , 2001, unless extended, in which case the term 'expiration date' shall mean the latest date and time to which we extend the exchange offer. Conditions to the Exchange Offer............. The exchange offer is subject to certain customary conditions, which may be waived by us. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered. Procedures for Tendering Old Notes........... If you wish to tender your old notes for exchange pursuant to the exchange offer, you must transmit to SunTrust Bank, as exchange agent, on or before the expiration date: either: a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, together with your old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus under the heading 'The Exchange Offer -- Exchange Agent,' and on the front cover of the letter of transmittal; or a computer generated message transmitted by means of The Depository Trust Company's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal. If either of these procedures cannot be satisfied on a timely basis then you should comply with the guaranteed delivery procedures described below. By executing the letter of transmittal, each holder of old notes will make certain representations to us described under 'The Exchange Offer-Procedures for Tendering.' Special Procedures for Beneficial Owners.......................... If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust </TABLE> 8

<TABLE> <S> <C> company or other nominee and you wish to tender your old notes in the exchange offer, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. Guaranteed Delivery Procedures............... If you wish to tender your old notes and time will not permit the documents required by the letter of transmittal to reach the exchange agent prior to the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your old notes according to the guaranteed delivery procedures described under 'The Exchange Offer -- Guaranteed Delivery Procedures.' Acceptance of Old Notes and Delivery of Exchange Notes............................. Subject to the conditions described under 'The Exchange Offer -- Conditions to the Exchange Offer', we will accept for exchange any and all old notes which are validly tendered in the exchange offer and not withdrawn, prior to 5:00 p.m., New York City time, on the expiration date. Withdrawal Rights............................ You may withdraw the tender of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date, subject to compliance with the procedures for withdrawal described in this prospectus under the heading 'The Exchange Offer -- Withdrawal of Tenders.' Federal Income Tax Considerations............ For a discussion of the material federal income tax considerations relating to the exchange of old notes for the exchange notes, see 'Material Federal Income Tax Considerations.' Exchange Agent............................... SunTrust Bank, the trustee under the indenture governing the old notes, is serving as the exchange agent. The address, telephone number and facsimile number of the exchange agent are set forth in this prospectus under the heading 'The Exchange Offer -- Exchange Agent.' Consequences of Failure to Exchange Old Notes...................................... If you do not exchange your old notes for exchange notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer provided in the old notes and in the indenture governing the old notes. In general, the unregistered old notes may not be offered or sold, unless they are registered under the Securities Act of 1933, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act of 1933 and applicable state securities laws. We do not currently intend to register the old notes under the Securities Act of 1933. </TABLE> 9

SUMMARY OF TERMS OF THE EXCHANGE NOTES This exchange offer relates to the exchange of up to $375,000,000 aggregate principal amount of exchange notes for up to an equal principal amount of the unregistered outstanding old notes. The form and terms of the exchange notes are substantially the same as the form and terms of the outstanding old notes, except that the exchange notes will be registered under the Securities Act of 1933, and therefore, the exchange notes generally will not be subject to transfer restrictions or registration rights, and the provisions of the registration rights agreement relating to liquidated damages on the outstanding old notes under certain circumstances will be eliminated. The exchange notes issued in the exchange offer will evidence the same debt as the outstanding old notes, which they replace, and both the outstanding old notes and the exchange notes are governed by the same indenture. We sometimes refer to the old notes and the exchange notes collectively in this prospectus as the notes. <TABLE> <S> <C> Exchange Notes Offered....................... We are offering $375,000,000 aggregate principal amount of our 8 1/8% Series B Senior Subordinated Notes due 2011. The exchange notes will be issued under an indenture dated as of March 20, 2001. Interest..................................... Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes, from the issue date of the old notes. Interest on the exchange notes will be payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2001. Maturity Date................................ March 15, 2011. Guarantees................................... Certain of our current and future domestic subsidiaries will guarantee the exchange notes on a senior subordinated basis. See 'Description of Notes.' Ranking...................................... The exchange notes will be unsecured senior subordinated obligations and will be subordinated to all our existing and future senior debt. The exchange notes will rank equally with all our other existing and future senior subordinated debt and will rank senior to all our subordinated debt, including our outstanding 5% Convertible Subordinated Debentures due 2007 (the 'Convertible Notes'). Our subsidiaries' guarantees with respect to the exchange notes will be general unsecured senior subordinated obligations of such guarantor subsidiaries and will be subordinated to all of such guarantor subsidiaries' existing and future senior debt. The guarantees will rank equally with any senior subordinated indebtedness of the guarantor subsidiaries and will rank senior to such guarantor subsidiaries' subordinated debt, if any. Because the exchange notes are subordinated, in the event of bankruptcy, liquidation or dissolution, or certain other events, including certain defaults on senior debt, we may be prevented from making payments on the exchange notes. The term 'senior debt' is defined in the 'Description of Notes' section of this prospectus. </TABLE> 10

<TABLE> <S> <C> At March 31, 2001, we and our guarantor subsidiaries had approximately $62 million of senior debt outstanding on a consolidated basis. Optional Redemption.......................... We may redeem the exchange notes, in whole or part, at any time on or after March 15, 2006 at a redemption price equal to 100% of the principal amount thereof plus a premium declining ratably to par plus accrued interest. In addition, at any time prior to March 15, 2004, we may redeem up to 35% of the aggregate principal amount of the notes and any additional notes issued under the indenture with the net cash proceeds of certain equity offerings at a redemption price equal to 108.125% of the principal amount thereof, plus accrued interest, provided that: at least 65% of the aggregate principal amount of the notes and any such additional notes remains outstanding immediately after the occurrence of such redemption; and such redemption occurs within 60 days of the date of the closing of any such equity offering. For more information, see 'Description of Notes -- Optional Redemption.' Change of Control............................ Upon certain change of control events, each holder of exchange notes may require us to repurchase all or a portion of its exchange notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest. Our ability to repurchase the exchange notes upon a change of control event will be limited by the terms of our debt agreements, including our senior credit facilities. We cannot assure you that we will have the financial resources to repurchase the exchange notes. See 'Description of Notes -- Repurchase at the Option of Holders -- Change of Control.' Certain Covenants............................ The indenture governing the exchange notes will contain covenants that, among other things, will limit our ability and the ability of our restricted subsidiaries to: incur additional indebtedness; pay dividends on, redeem or repurchase our capital stock; make investments; engage in transactions with affiliates; create certain liens; and consolidate, merge or transfer all or substantially all our assets and the assets of our subsidiaries on a consolidated basis. These covenants are subject to important exceptions and qualifications, which are described in the 'Description of Notes' section in this prospectus. </TABLE> 11

<TABLE> <S> <C> Form of Exchange Notes....................... The exchange notes issued in the exchange offer will be represented by one or more permanent global certificates, in fully registered form, deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company, as depositary. You will not receive exchange notes in certificated form unless one of the events set forth under 'Description of Notes -- Book Entry; Delivery and Form' occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these exchange notes will be effected through, records maintained in book-entry form by The Depository Trust Company and its participants. Use of Proceeds.............................. We will not receive any proceeds from the exchange offer. </TABLE> 12

SUMMARY CONSOLIDATED FINANCIAL DATA The following summary consolidated financial data should be read in conjunction with our historical consolidated financial statements and related notes and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' included elsewhere in this prospectus. We derived the income statement data for the years ended December 31, 1998, 1999 and 2000 from our audited financial statements, which are included elsewhere in this prospectus. We derived the income statement data for the three months ended March 31, 2000 and 2001 and the balance sheet data as of March 31, 2001 from our unaudited financial statements, which are included elsewhere in this prospectus. In the opinion of management, the unaudited financial statements from which the data below is derived contain all adjustments, which consist only of normal recurring adjustments, necessary to present fairly our financial position and results of operations as of the applicable dates and for the applicable periods. Historical results are not necessarily indicative of the results to be expected in the future. <TABLE> <CAPTION> AUDITED UNAUDITED ------------------------------------ --------------------- YEARS ENDED THREE MONTHS ENDED DECEMBER 31, MARCH 31, ------------------------------------ --------------------- 1998 1999 2000 2000 2001 ---- ---- ---- ---- ---- (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA) <S> <C> <C> <C> <C> <C> INCOME STATEMENT DATA:(a)(b) Sales......................... $1,517,370 $1,861,921 $1,971,348 $493,026 $523,645 ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- -------- -------- Net income.................... $ 80,379 $ 57,721 $ 48,817 $ 14,393 $ 18,044 ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- -------- -------- Dividends per share........... $ 0.08 $ 0.09 $ 0.09 $ 0.0225 $ 0.0225 ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- -------- -------- RATIOS AND OTHER FINANCIAL DATA (UNAUDITED): EBITDA(adjusted)(c)........... $ 222,825 $ 241,008 $ 231,859 $ 59,561 $ 62,484 Ratio of EBITDA (adjusted) to interest(c)................. 11.0x 5.4x 4.4x 4.7x 4.7x Ratio of earnings to fixed charges(d).................. 6.5x 3.3x 2.7x 2.8x 3.0x Ratio of total debt to EBITDA (adjusted)(c)............... 2.9x 3.4x 3.4x 3.5x(f) 3.3x(f) Total debt to total capitalization.............. 40.4% 44.2% 42.3% 43.6% 41.8% Capital expenditures(e)....... $ 53,179 $ 58,749 $ 32,423 $ 8,444 $ 4,606 </TABLE> <TABLE> <CAPTION> UNAUDITED MARCH 31, 2001 ---- <S> <C> BALANCE SHEET DATA:(a) Cash and cash equivalents (including restricted cash)... $ 121,662 Working capital......................................... 577,346 Total assets............................................ 2,216,006 Long-term debt (excluding current portion).............. 780,852 Stockholders' equity.................................... 1,089,392 </TABLE> --------- (a) We have had an active acquisition program in effect since 1989. See Note 2 of the Notes to the 2000 Consolidated Financial Statements for information concerning these acquisitions. (footnotes continued on next page) 13

(footnotes continued from previous page) (b) Included in the full year 1998, 1999 and 2000, as well as the three months ended March 31, 2000 and 2001, net income amounts are the following aftertax charges (credits) (in thousands): <TABLE> <CAPTION> AUDITED UNAUDITED ------------------------------- ----------------- THREE MONTHS YEARS ENDED ENDED DECEMBER 31, MARCH 31, ------------------------------- ----------------- 1998 1999 2000 2000 2001 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Acquisition expenses, pooling-of-interests............... $13,869(1) $ (376)(1) $ -- (1) $ -- $ -- Restructuring and other related charges............................ 2,689(2) 22,698(2) 17,135(2) 2,695(3) -- Other expenses....................... -- -- -- -- 1,127(4) ------- ------- ------- ------ ------ Total............................ $16,558 $22,322 $17,135 $2,695 $1,127 ------- ------- ------- ------ ------ ------- ------- ------- ------ ------ </TABLE> --------- (1) See Note 2 of the Notes to the 2000 Consolidated Financial Statements. (2) See Note 12 of the Notes to the 2000 Consolidated Financial Statements. (3) See Note 3 of the first quarter 2001 Consolidated Financial Statements. (4) See Note 5 of the first quarter 2001 Consolidated Financial Statements. (c) EBITDA represents earnings before interest, income taxes and depreciation and amortization, excluding special items. Special items include pooling-of-interests expenses, restructuring and other related charges and other expenses and represent charges or expenses which management believes are either one-time occurrences or otherwise not related to ongoing operations. We believe that certain investors find EBITDA to be a useful tool for measuring a company's ability to service its debt; however, EBITDA does not represent cash flow from operations, as defined by generally accepted accounting principles, and should not be considered as a substitute for net earnings as an indicator of our operating performance or cash flow as a measure of liquidity. We also believe that the ratio of EBITDA to interest is an accepted measure of debt service ability; however, such ratio should not be considered a substitute for the ratio of earnings to fixed charges as a measure of debt service ability. Our calculation of EBITDA may differ from the calculation of EBITDA by others. (d) The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings from continuing operations before income taxes and extraordinary items plus fixed charges. Fixed charges include interest (expensed or capitalized), amortization of debt issuance costs and the estimated interest component of rent expense. Giving effect to the offering of the old notes and the refinancing of our existing credit facilities and application of the net proceeds from the offering of the old notes and borrowings under our new credit facility to repay indebtedness, as if these transactions occurred on the first day of the relevant period, our pro forma ratios of earnings to fixed charges for the year ended December 31, 2000 and the three months ended March 31, 2001 would have been 2.5x and 2.7x respectively. (e) Primarily represents the purchase of computer hardware/software, machinery and equipment, and furniture, fixtures and leasehold improvements. (f) The adjusted EBITDA amounts used in this calculation are for the twelve months periods ended March 31, 2000 and 2001. 14

FORWARD-LOOKING INFORMATION This prospectus contains and incorporates by reference certain statements that constitute 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this prospectus (including statements as to 'beliefs,' 'expectations,' 'anticipations,' 'intentions' or similar words) and all statements which are not statements of historical fact. These forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. These forward-looking statements and trends include those relating to expectations concerning our financial performance, internal growth trends, expansion of clinical programs, drug price inflation, purchasing leverage, the leveraging of costs, the impact of our formulary compliance and health management programs, the positioning of our Contract Research Organization, the impact of our productivity and consolidation program, our operating environment, the impact of the Prospective Payment System, the impact of legislation, nursing home admission and occupancy trends, census and length of stay trends, the impact of demographic trends, the impact of new drug development, the impact of delayed decision-making and project cancellation by pharmaceutical manufacturers, the impact of the financial condition of long-term care facilities on our performance, our capital requirements, improved management of working capital, and the adequacy and availability of our sources of liquidity and capital. Such risks, uncertainties, contingencies, assumptions and other factors, many of which are beyond our control, include without limitation: overall economic, financial and business conditions; delays in reimbursement by the government and other payors to us and our customers; the overall financial condition of our customers; the ability to assess and react to the financial condition of customers; the impact of consolidation in the pharmaceutical and long-term health care industries; the impact of seasonality on our business; the effect of new government regulation, executive orders and/or legislative initiatives, including those relating to reimbursement and drug pricing policies and in the interpretation and application of these policies; whether legislation giving further financial relief from the Prospective Payment System will be passed; our failure to obtain or maintain required regulatory approvals or licenses; the failure of the long-term care facilities we serve to maintain required regulatory approvals; loss or delay of Contract Research Organization contracts for regulatory or other reasons; the ability to attract and retain needed management; the ability to implement opportunities for lowering costs and to realize related anticipated benefits; the impact and pace of technological advances; the ability to obtain or maintain rights to data, technology and other intellectual property; trends for the continued growth of our business; volatility in our stock price; access to capital and financing; pricing and other competitive factors in our industry; variations in costs or expenses; variations in our operating results; the continued availability of suitable acquisition candidates and the successful integration of acquired companies; 15

the demand for our products and services; changes in tax law and regulation; and other risks and uncertainties described in 'Risk Factors' and elsewhere in this prospectus, including the documents incorporated by reference. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 16

RISK FACTORS You should carefully consider the following factors in addition to all other information contained in this prospectus. GOVERNMENT-SPONSORED PROGRAMS AND THIRD PARTY PAYORS MAY REDUCE PAYMENTS TO US. Approximately one-half of our pharmacy services billings are directly reimbursed by government sponsored programs. These programs include Medicaid and, to a lesser extent, Medicare. The remainder of our billings are paid or reimbursed by individual residents, long-term care facilities and other third party payors, including private insurers. The Medicaid and Medicare programs are highly regulated. The failure, even if inadvertent, of us and/or our client institutions to comply with applicable reimbursement regulations could adversely affect our business. Our sales and profitability are affected by the efforts of all payors to contain or reduce the cost of health care by lowering reimbursement rates, limiting the scope of covered services, and negotiating reduced or capitated pricing arrangements. Any changes which lower reimbursement levels under Medicare, Medicaid or private pay programs, including managed care contracts, could adversely affect us. Furthermore, other changes in these reimbursement programs or in related regulations could adversely affect us. These changes may include modifications in the timing or processing of payments and other changes intended to limit or decrease the growth of Medicaid, Medicare or third party expenditures. HEALTH CARE REFORM AND LEGISLATION MAY REDUCE PAYMENTS TO US OR OUR CUSTOMERS. In recent years Congress has passed a number of federal laws that have effected major changes in the health care system. For example, the Balanced Budget Act of 1997 sought to achieve a balanced federal budget by, among other things, changing the reimbursement policies applicable to various health care providers, including the introduction in 1998 of the Prospective Payment System for Medicare-eligible residents of skilled nursing facilities. Prior to the Prospective Payment System, skilled nursing facilities under Medicare were reimbursed for services based upon actual costs incurred in providing services subject to certain limits. Now, the Prospective Payment System requires skilled nursing facilities to manage the cost of care for Medicare beneficiaries. Under the Prospective Payment System, Medicare pays skilled nursing facilities a fixed fee per patient day based on the acuity level of the resident, covering substantially all items and services furnished during a Medicare-covered stay, including pharmacy services. The Prospective Payment System resulted in a reduction in admissions of Medicare residents, particularly those requiring complex care, causing a weakness in Medicare census leading to a significant reduction of overall occupancy in the skilled nursing facilities we serve. This decline in occupancy and acuity levels adversely impacted our results beginning in 1999, as we experienced lower utilization of our services, coupled with the Prospective Payment System related pricing pressure from our skilled nursing facility customers. The Balanced Budget Act of 1997 also imposes numerous other cost savings measures affecting Medicare skilled nursing facility services. Because of the significant reductions in reimbursement which occurred, the impact of the Prospective Payment System has been to decrease census for some facilities, to lower acuity levels of residents in some nursing homes, to lower pricing and to produce an unfavorable payor mix for us. With respect to Medicaid, the Balanced Budget Act of 1997 repealed the 'Boren Amendment' federal payment standard for payments to Medicaid nursing facilities ('NF') effective October 1, 1997 giving states greater latitude in setting payment rates for nursing facilities. We are unable to predict whether budget constraints or other factors will cause states to reduce Medicaid reimbursement to nursing facilities or delay payments to nursing facilities. The law also grants states greater flexibility to establish Medicaid managed care programs without the need to obtain a federal waiver. Although these waiver programs generally exempt institutional care, including NF and institutional pharmacy services, we cannot assure you that these programs ultimately will not change the Medicaid reimbursement system for long-term care, including pharmacy services from fee-for-service to managed care negotiated or capitated rates. In 1999 and again in 2000, Congress enacted legislation intended to reduce the impact of the Balanced Budget Act of 1997 on skilled nursing facilities. This legislation includes increases in payment rates for certain services and delays in the implementation of some Balanced Budget Act of 1997 17

requirements. While this legislation is intended to restore a portion of the reimbursement which had been significantly reduced under the Balanced Budget Act of 1997, we cannot assure you that these changes will materially improve the financial condition of skilled nursing facilities or alter their admission practices such that occupancy levels or acuity levels will increase from current levels. Further, in order to rein in health care costs, we anticipate that federal and state governments will continue to review and assess alternate health care delivery systems, payment methodologies and operational requirements for health care providers, including long-term care facilities and pharmacies. It is not possible to predict what additional health care initiatives, if any, will be implemented, the effect of potential legislation or regulation, or the interpretation or administration of such legislation or regulation, including the adequacy and timeliness of payment to or costs required to be incurred by client facilities, on our business. Further, we cannot assure you that Medicare and/or Medicaid payment rates for pharmaceutical supplies and services will continue to be based on current methodologies or remain comparable to present levels. Accordingly, there can be no assurance that any such future health care legislation or regulation will not adversely affect our business. See 'Business -- Government Regulation.' GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR BUSINESS. Our pharmacy business is subject to extensive and often changing federal, state and local regulations, and our pharmacies are required to be licensed in the states in which they are located or do business. The failure to obtain or renew any required regulatory approvals or licenses could adversely affect the continued operation of our business. The long-term care facilities that contract for our services are also subject to federal, state and local regulations and are required to be licensed in the states in which they are located. The failure by these long-term care facilities to comply with these or future regulations or to obtain or renew any required licenses could result in our inability to provide pharmacy services to these facilities and their residents. We are also subject to federal and state laws that prohibit certain direct and indirect payments between health care providers. These laws, commonly known as the fraud and abuse laws, prohibit payments intended to induce or encourage the referral of patients to, or the recommendation of, a particular provider of items or services. Violation of these laws can result in loss of licensure, civil and criminal penalties and exclusion from the Medicare, Medicaid and other federal health care programs. FEDERAL AND STATE LAWS THAT PROTECT PATIENT HEALTH INFORMATION MAY INCREASE OUR COSTS AND LIMIT OUR ABILITY TO COLLECT AND USE THAT INFORMATION. Numerous federal and state laws and regulations govern the collection, dissemination, use and confidentiality of patient-identifiable health information, including the federal Health Insurance Portability and Accountability Act of 1996, referred to as Health Insurance Portability Act of 1996, and related rules. As part of our pharmaceutical dispensing, medical record keeping, third party billing, contract research and other services, we collect and maintain patient-identifiable health information. There can be no assurance that our inability to comply with existing or new laws or regulations, or incurring the costs necessary to comply with these laws or regulations, as to the collection, dissemination, use and confidentiality of patient health information, will not have a material adverse effect on us. WE ARE SUBJECT TO RISKS RELATING TO OUR ACQUISITION STRATEGY. One component of our strategy contemplates our making selected acquisitions. Acquisitions involve inherent uncertainties. These uncertainties include the effect on the acquired businesses of integration into a larger organization and the availability of management resources to oversee the operations of these businesses. The successful integration of acquired businesses will require, among others: consolidation of financial and managerial functions and elimination of operational redundancies; achievement of purchasing efficiencies; the addition and integration of key personnel; and the maintenance of existing business. 18

Even though an acquired business may have enjoyed strong growth as an independent company prior to an acquisition, we cannot be sure that the business will continue to have strong growth after an acquisition. We also may acquire businesses with unknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations. We have policies and procedures to conduct reviews of potential acquisition candidates for compliance with health care laws and to conform the practices of acquired businesses to our standards and applicable laws. We also generally seek indemnification from sellers covering these matters. We may, however, incur material liabilities for past activities of acquired businesses. We cannot be sure of the successful integration of any acquisition or that an acquisition will not have an adverse impact on our results of operations or financial condition. WE OPERATE IN HIGHLY COMPETITIVE BUSINESSES. The long-term care pharmacy business is highly regionalized and, within a given geographic region of operations, highly competitive. In the geographic regions we serve, we compete with numerous local retail pharmacies, local and regional institutional pharmacies and pharmacies owned by long-term care facilities. We compete on the basis of quality, cost-effectiveness and the increasingly comprehensive and specialized nature of our services, along with the clinical expertise, pharmaceutical technology and professional support we offer. Our Contract Research Organization business competes against other full-service contract research organizations and client internal resources. The Contract Research Organization industry is highly fragmented with a number of full-service contract research organizations and many small, limited-service providers, some of which serve only local markets. Clients choose a Contract Research Organization based upon, among other reasons, reputation, references from existing clients, the client's relationship with the organization, the organization's experience with the particular type of project and/or therapeutic area of clinical development, the organization's ability to add value to the client's development plan, the organization's financial stability and the organization's ability to provide the full range of services required by the client. WE ARE DEPENDENT ON OUR SENIOR MANAGEMENT TEAM AND OUR PHARMACY PROFESSIONALS. We are highly dependent upon the members of our senior management and our pharmacists and other pharmacy professionals. Our business is managed by a small number of key management personnel who have been extensively involved in the success of our business. We cannot assure you that we will be able to retain these key management personnel in the future. In addition, our continued success depends on our ability to attract and retain pharmacists and other pharmacy professionals. Competition for qualified pharmacists and other pharmacy professionals is strong. The loss of pharmacy personnel or the inability to attract, retain or motivate sufficient numbers of qualified pharmacy professionals could adversely affect our business. Although we generally have been able to meet our staffing requirements for pharmacists and other pharmacy professionals in the past, our inability to do so in the future could have a material adverse effect on us. WE HAVE SUBSTANTIAL OUTSTANDING INDEBTEDNESS. At December 31, 2000, after giving effect to the issuance of the old notes and the refinancing of our bank credit facilities in the first quarter of 2001, our total consolidated long-term debt (including current maturities), accounted for approximately 43% of our total capitalization. The degree to which we are leveraged could have important consequences to you, including: a substantial portion of our cash flow from operations will be required to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes; our ability to obtain additional financing in the future may be impaired; 19

we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and our degree of leverage may make us more vulnerable in the event of a downturn in our business or in our industry or the economy in general. Our ability to make payments on and to refinance our debt, including the notes, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, business, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under credit facilities in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt, including the notes, on or before maturity. We cannot assure you that we would be able to refinance any of our debt, including any credit facilities and the notes, on commercially reasonable terms or at all. DESPITE CURRENT INDEBTEDNESS LEVELS, WE AND OUR SUBSIDIARIES MAY STILL BE ABLE TO INCUR SUBSTANTIALLY MORE DEBT WHICH COULD FURTHER EXACERBATE THE RISKS ASSOCIATED WITH OUR LEVERAGE. We and our subsidiaries may be able to incur substantial additional debt in the future under the indenture governing the notes. As of December 31, 2000, after giving effect to the issuance of the old notes and the refinancing of our bank credit facilities in the first quarter of 2001, our new credit facility would have permitted additional borrowings of up to $427 million and all of those borrowings would be senior to the notes. If new debt is added to our and our subsidiaries' current debt levels, the leverage-related risks that we and they now face could intensify. THE NOTES AND THE SUBSIDIARY GUARANTEES ARE SUBORDINATED TO SENIOR INDEBTEDNESS. The notes are subordinated in right of payment to all of our current and future senior indebtedness. The indenture governing the notes will not limit the amount of additional indebtedness, including senior indebtedness, we or our subsidiaries can create, incur, assume or guarantee, if we are in compliance with the covenants contained in the indenture. By reason of the subordination of the notes, in the event of insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of our business, our assets will be available to pay the amounts due on the notes only after all of our senior indebtedness has been paid in full. In addition, upon default in payment with respect to certain of our senior indebtedness or an event of default with respect to this indebtedness permitting the acceleration thereof, we may be blocked from making payments on the notes pursuant to the indenture. In addition, we conduct most of our operations through our subsidiaries. The notes will be structurally subordinated to indebtedness of our subsidiaries. Certain of our existing and future domestic subsidiaries will guarantee, on a joint and several basis, our obligations under the notes on a senior subordinated basis. However, the guarantees will be subordinated to the senior indebtedness of these subsidiaries. In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of any of these subsidiaries, senior creditors of these subsidiaries generally will have the right to be paid in full before any distribution is made in respect of the guarantees. As of March 31, 2001, we and our guarantor subsidiaries had approximately $62 million of senior indebtedness on a consolidated basis. See 'Description of Notes.' OUR ABILITY TO REPURCHASE THE NOTES UPON A CHANGE OF CONTROL OR IN CONNECTION WITH AN ASSET SALE REPURCHASE MAY BE LIMITED. In the event of certain changes of control involving us, you will have the right, at your option, to require us to repurchase all or a portion of the notes you hold at a purchase price equal to 101% of the aggregate principal amount of your notes plus accrued interest thereon to the repurchase date. In addition, under certain circumstances we may be required by the terms of the indenture to make an offer to repurchase notes with proceeds from asset sales. Our ability to repurchase the notes upon a change of 20

control or in connection with an asset sale repurchase may be limited by the terms of our senior indebtedness and the subordination provisions of the indenture relating to the notes. Further, our ability to repurchase the notes upon a change of control or in connection with an asset sale repurchase will be dependent on the availability of sufficient funds and our ability to comply with applicable securities laws. Accordingly, there can be no assurance that we will be in a position to repurchase the notes upon a change of control or in connection with an asset sale repurchase. The term 'change of control' under the indenture is limited to certain specified transactions and may not include other events that might adversely affect our financial condition or result in a downgrade of the credit rating (if any) of the notes, nor would the requirement that we offer to repurchase the notes upon a change of control necessarily afford holders of the notes protection in the event of a highly leveraged reorganization. YOUR ABILITY TO ENFORCE THE GUARANTEES OF THE NOTES MAY BE LIMITED. Although the notes are obligations of Omnicare, Inc., they will be unconditionally guaranteed on an unsecured senior subordinated basis by certain of Omnicare's domestic subsidiaries. The performance by each subsidiary guarantor of its obligations with respect to its guarantee may be subject to review under relevant federal and state fraudulent conveyance and similar statutes in a bankruptcy or reorganization case or lawsuit by or on behalf of unpaid creditors of such subsidiary guarantor. Under these statutes, if a court were to find under relevant federal or state fraudulent conveyance statutes that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for incurring its guarantee of the notes, and that, at the time of such incurrence, the subsidiary guarantor: (i) was insolvent; (ii) was rendered insolvent by reason of such incurrence or grant; (iii) was engaged in a business or transaction for which the assets remaining with such subsidiary guarantor constituted unreasonably small capital; or (iv) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured, then the court, subject to applicable statutes of limitation, could void the subsidiary guarantor's obligations under its guarantee, recover payments made under the guarantee, subordinate the guarantee to other indebtedness of the subsidiary guarantor or take other action detrimental to the holders of the notes. The measure of insolvency for these purposes will depend upon the governing law of the relevant jurisdiction. Generally, however, a company will be considered insolvent for these purposes if the sum of that company's debts is greater than the fair value of all of that company's property or if the present fair salable value of that company's assets is less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured or if a company is not able to pay its debts as they become due. Moreover, regardless of solvency, a court could avoid an incurrence of indebtedness, including the guarantees, if it determined that such transaction was made with the intent to hinder, delay or defraud creditors. In addition, a court could subordinate the indebtedness, including the guarantees, to the claims of all existing and future creditors on similar grounds. The guarantees could also be subject to the claim that, since the guarantees were incurred for the benefit of Omnicare (and only indirectly for the benefit of the subsidiary guarantors), the obligations of the subsidiary guarantors under the guarantees were incurred for less than reasonably equivalent value or fair consideration. There can be no assurance as to what standard a court would apply in order to determine whether a subsidiary guarantor was 'insolvent' upon the sale of the notes or that, regardless of the method of valuation, a court would not determine that the subsidiary guarantor was insolvent upon consummation of the sale of the notes. WE HAVE BROAD DISCRETION TO USE THE PROCEEDS FROM BORROWINGS UNDER OUR CREDIT FACILITIES. We used the proceeds from the private offering of the old notes to repay outstanding indebtedness under our previous revolving credit facilities, at which time the previous revolving credit facilities terminated. However, we will be able to reborrow in the future under our new credit facility. We have substantial flexibility and broad discretion with respect to these borrowings and you will be relying on the judgment of our management regarding the application of proceeds from these borrowings. 21

THERE IS NO EXISTING PUBLIC MARKET FOR THE NOTES. There is no existing public market for the notes and there can be no assurance as to the liquidity of any markets that may develop for the notes, the ability of the holders to sell their notes or the price at which holders of the notes may be able to sell their notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. The initial purchasers with respect to the offering of the old notes have informed us that they intend to make a market in the notes; however, the initial purchasers are not obligated to do so, and any market making activity may be terminated at any time without notice to the holders of the notes. See 'Description of Notes -- Registration Rights; Liquidated Damages' and 'Plan of Distribution.' We do not intend to apply for listing of the notes on any securities exchange. 22

THE EXCHANGE OFFER PURPOSE AND EFFECT OF THE EXCHANGE OFFER The old notes were originally sold to UBS Warburg LLC, Lehman Brothers Inc., Deutsche Banc Alex. Brown Inc., Banc One Capital Markets, Inc. and SunTrust Equitable Securities Corporation as initial purchasers in a private offering by Omnicare. In connection with the private offering of the old notes, we, the guarantors and the initial purchasers entered into a registration rights agreement in which we and the guarantors agreed to: (1) file a registration statement no later than 90 days after the closing date of the initial notes; (2) use commercially reasonable efforts to cause the registration statement to become effective no later than 180 days after the closing date of the private offering of the old notes; and (3) promptly upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes, and to hold such exchange offer open for at least 20 business days after the date notice of the exchange offer is mailed to holders. The exchange notes will be issued without a restrictive legend and may be reoffered and resold by the holder without restrictions or limitations under the Securities Act of 1933, except as described below. We have agreed in the registration rights agreement to use commercially reasonable efforts to complete the exchange offer and issue the exchange notes no later than 45 business days after the registration statement is declared effective. This exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. For each old note surrendered to us pursuant to the exchange offer, the holder of such old note will receive an exchange note having a principal amount equal to that of the surrendered old note. The term 'holder' with respect to the exchange offer means any person in whose name old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder or any person whose old notes are held of record by The Depository Trust Company ('DTC') who desires to deliver such old notes by book-entry transfer through DTC. Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the exchange notes, including the related guarantees, would in general be freely transferable by holders thereof after the exchange offer without further registration under the Securities Act of 1933. However, any purchaser of old notes who is either an 'affiliate' of our company within the meaning of Rule 405 of the Securities Act of 1933 or who intends to participate in the exchange offer for the purpose of distributing the exchange notes: (1) will not be able to tender its old notes in the exchange offer; (2) will not be able to rely on the interpretations of the staff of the SEC; and (3) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any sale or transfer of the old notes, unless such sale or transfer is made pursuant to an exemption from such requirements. Each holder that wishes to exchange its old notes for exchange notes will be required to represent in a letter of transmittal that: any exchange notes received by it will be acquired in the ordinary course of its business; it has no arrangement or understanding with any person to participate in a distribution of the exchange notes in violation of the Securities Act of 1933; it is not an affiliate of our company; if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in a distribution of the exchange notes; and if such holder is a broker-dealer (a 'Participating Broker-Dealer') that will receive exchange notes for its own account in exchange for old notes that are acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. 23

The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to resales of the exchange notes with the prospectus contained in the registration statement. Each of our company and the guarantors has agreed in the registration rights agreement that it will make available, during the period required by the Securities Act of 1933, a prospectus meeting the requirements of the Securities Act of 1933 for use by Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes. We will keep the registration statement effective until , or until all restricted securities covered by the exchange offer registration statement have been sold, whichever period is shorter, in order to permit resales of exchange notes acquired by broker-dealers in after-market transactions. The SEC interpretations referred to above may be subject to change. If those interpretations are changed prior to completion of this exchange offer, holders of old notes may not be able to receive exchange notes pursuant to the exchange offer. Rather, as described below, we and the guarantors may be required to register the old notes pursuant to a shelf registration statement in connection with resales by holders of the old notes. Holders of old notes may be required to deliver a prospectus to purchasers and may be subject to certain of the civil liability provisions under the Securities Act of 1933 in connection with such resales. If: (1) the exchange offer is not permitted by law or policy; (2) any holder of old notes notifies our company prior to that: (a) such holder was prohibited by law or SEC policy from participating in the exchange offer; (b) such holder may not resell the exchange notes acquired by it in the exchange offer to the public without a prospectus, and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by such holder; or (c) such holder is a broker-dealer and owns old notes acquired directly from us or an affiliate of our company, then, in each case, we and the guarantors will, instead of, or in the case of clause (2) above, in addition to, completing the exchange offer, file and use commercially reasonable efforts to cause a registration statement under the Securities Act of 1933 relating to a shelf registration of the old notes for resale by holders (the 'Resale Registration') to become effective and to remain effective until the earlier of two years following the effective date of the shelf registration statement or such time as all securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement or are eligible for resale under Rule 144(k) of the Securities Act of 1933. We and the guarantors will, in the event of a Resale Registration: (1) provide to the holders of the applicable old notes copies of the prospectus that is a part of the shelf registration statement filed in connection with the Resale Registration; (2) notify each such holder when the shelf registration statement for the applicable old notes has become effective; and (3) take certain other actions as are required to permit unrestricted resales of the old notes. A holder that sells its old notes pursuant to the Resale Registration: (1) will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to the purchaser; (2) will be subject to certain of the civil liability provisions under the Securities Act of 1933 in connection with such sales; and (3) will be bound by the provisions of the registration rights agreement that are applicable to such holder, including certain indemnification obligations. The registration rights agreement provides, among other things, that if: (1) we and the guarantors have not filed any of the registration statements required by the registration rights agreement on or prior to the date specified for such filing; 24

(2) any of such registration statements is not declared effective on or prior to the date specified for such effectiveness; (3) the exchange offer is not consummated within 45 business days after the effective date of the exchange offer registration statement; or (4) the shelf registration statement or the exchange offer registration statement is declared effective but, subject to limited exceptions, thereafter ceases to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such registration statement that cures such failure and that is itself declared effective within 10 days of filing such post-effective amendment to such registration statement (any such event referred to in clauses (1) through (4), a 'Registration Default'), then, from the date that a Registration Default or Defaults occurs through, but excluding the date when all Registration Defaults are cured, liquidated damages on the applicable old notes will (1) accrue with respect to such notes at a rate of .25% for the first 90-day period or portion thereof immediately following the occurrence of such Registration Default or Defaults; and (2) thereafter increase by an additional .25% at the beginning of each subsequent 90-day period, or portion thereof, while a Registration Default or Defaults is continuing. The liquidated damages on any affected old notes may not exceed 1.0% in the aggregate. Liquidated damages will not accrue and be payable as set forth above during any period when a shelf registration statement is permitted to be suspended under the registration rights agreement. The above summary highlights the material provisions of the registration rights agreement, but does not restate that agreement in its entirety. We urge you to review all of the provisions of the registration rights agreement, because it, and not this description, defines your rights as holders to exchange your old notes for registered exchange notes. A copy of the registration rights agreement has previously been filed with the SEC by us, and is incorporated by reference to the registration statement of which this prospectus forms a part. Following the consummation of the exchange offer, holders of old notes who were eligible to participate in the exchange offer but who did not tender their old notes will not have any further registration rights, and the old notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the old notes could be adversely affected. TERMS OF THE EXCHANGE OFFER This prospectus and the accompanying letter of transmittal contain the terms and conditions for the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange all old notes which are properly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authentication agent, we will issue and deliver $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding old notes accepted in the exchange offer. Holders may tender some or all of their old notes in the exchange offer in denominations of $1,000 and integral multiples thereof. The form and terms of the exchange notes are identical in all material respects to the form and terms of the old notes, except that: (1) the offering of the exchange notes has been registered under the Securities Act of 1933; (2) the exchange notes will generally not be subject to transfer restrictions or registration rights; and (3) certain provisions relating to Liquidated Damages on the old notes provided for under certain circumstances will be eliminated. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the indenture. As of the date of this prospectus, $375,000,000 aggregate principal amount of the old notes is outstanding. In connection with the issuance of the old notes, arrangements were made for the old notes 25

to be issued and transferable in book-entry form through the facilities of DTC, acting as a depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC. This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders of the old notes as of the close of business on , 2001. The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered. However, our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain customary conditions that we describe under ' -- Conditions to the Exchange Offer' below. We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving exchange notes from us and delivering exchange notes to such holders. If any tendered old notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events set forth herein, certificates for any such unaccepted old notes will be returned, at our cost, to the tendering holder thereof as promptly as practicable after the expiration date. Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See ' -- Solicitation of Tenders; Fees and Expenses' for more detailed information regarding the expenses of the exchange offer. By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under ' -- Procedures for Tendering' below. EXPIRATION DATE; EXTENSIONS; AMENDMENTS The term 'expiration date' shall mean 5:00 p.m., New York City time, on, 2001, unless we, in our sole discretion, extend the exchange offer, in which case the term 'expiration date' shall mean the latest date to which the exchange offer is extended. We may extend the exchange offer at any time and from time to time by giving oral or written notice to the exchange agent and by timely public announcement. We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of such extension to the exchange agent and notice of such extension to the holders as described below. During any such extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer. We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions set forth herein under 'Conditions to the Exchange Offer' shall have occurred and shall not have been waived by us, if such conditions are permitted to be waived by us. We will give oral or written notice of any such extension, amendment, termination or non-acceptance described above to holders of the old notes as promptly as practicable. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of such amendment and we will extend the exchange offer to the extent required by law. Without limiting the manner in which we may choose to make public announcements of any extension, amendment, termination or non-acceptance of the exchange offer, and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a timely release to the Dow Jones News Service. 26

INTEREST ON THE EXCHANGE NOTES Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes, from the issue date of the old notes. Interest on the exchange notes will be payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2001. PROCEDURES FOR TENDERING WHAT TO SUBMIT AND HOW Each holder of old notes wishing to accept the exchange offer must complete, sign and date the letter of transmittal, or a facsimile thereof, in accordance with the instructions contained herein and therein. Each holder should then mail or otherwise deliver such letter of transmittal, or such facsimile, together with the old notes to be exchanged and any other required documentation, to SunTrust Bank., as exchange agent, at the address set forth below under ' -- Exchange Agent' on or prior to the expiration date. A holder may also effect a tender of old notes pursuant to the procedures for book-entry transfer as provided for herein and therein. By executing the letter of transmittal, each holder will represent to our company that, among other things: (1) the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder; (2) that neither the holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such exchange notes; and (3) that neither the holder nor any such other person is an 'affiliate,' as defined in Rule 405 under the Securities Act of 1933, of our company. Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry delivery of the old notes by causing DTC to transfer such old notes into the exchange agent's account in accordance with DTC's procedure for such transfer. Although delivery of old notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal, or a facsimile thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at its address set forth herein under 'Exchange Agent' prior to 5:00 p.m., New York City time, on the expiration date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent. Only a holder may tender its old notes in the exchange offer. To tender in the exchange offer, a holder must: (1) complete, sign and date the letter of transmittal or a facsimile thereof; (2) have the signatures thereof guaranteed if required by the letter of transmittal; and (3) unless such tender is being effected pursuant to the procedure for book-entry transfer, mail or otherwise deliver such letter of transmittal or such facsimile, together with the old notes and other required documents, to the exchange agent, prior to 5:00 p.m., New York City time, on the expiration date. The tender by a holder will constitute an agreement between such holder, our company and the exchange agent in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal. If less than all of the old notes are tendered, a tendering holder should fill in the amount of old notes being tendered in the appropriate box on the letter of transmittal. The entire amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to ensure delivery to the exchange agent prior to the expiration date. No letter of transmittal or old notes should be sent to Omnicare. Holders may also request that their respective brokers, dealers, 27

commercial banks, trust companies or nominees effect such tender for holders. in each case as set forth herein and in the letter of transmittal. Any beneficial owner whose old notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf. If such beneficial owner wishes to tender on his own behalf, such beneficial owner must, prior to completing and executing the letter of transmittal and delivering his old notes, either make appropriate arrangements to register ownership of the old notes in such owner's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time. REQUIRED REPRESENTATIONS IN LETTER OF TRANSMITTAL The letter of transmittal will include representations to our company that, among other things: (1) the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder; (2) neither the holder nor any such other person is engaged in, intends to engage in or has any arrangement or understanding with any person to participate in the distribution of such exchange notes; (3) neither the holder nor any such other person is an 'affiliate,' as defined in Rule 405 under the Securities Act of 1933, of our company; and (4) if the tendering holder is a broker or dealer as defined in the Exchange Act, then (a) it acquired the old notes for its own account as a result of market-making activities or other trading activities; and (b) it has not entered into any arrangement or understanding with our company or any 'affiliate' of our company within the meaning of Rule 405 under the Securities Act of 1933 to distribute the exchange notes to be received in the exchange offer. In the case of a broker-dealer that receives exchange notes for its own account in exchange for old notes which were acquired by it as a result of market-making or other trading activities, the letter of transmittal will also include an acknowledgement that the broker-dealer will deliver a copy of this prospectus in connection with the resale by it of exchange notes received pursuant to the exchange offer; however, by so acknowledging and by delivering a prospectus, such holder will not be deemed to admit that it is an 'underwriter' within the meaning of the Securities Act of 1933. See 'Plan of Distribution.' HOW TO SIGN YOUR LETTER OF TRANSMITTAL AND OTHER DOCUMENTS Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an 'eligible guarantor institution' within the meaning of Rule 17Ad-15 under the Exchange Act (each an 'Eligible Institution'), unless the old notes tendered pursuant thereto are tendered (1) by a registered holder who has not completed the box entitled 'Special Registration Instructions' or 'Special Delivery Instruction' of the letter of transmittal; or (2) for the account of an Eligible Institution. If the letter of transmittal is signed by a person other than the registered holder of old notes, such old notes must be endorsed or accompanied by appropriate bond powers which authorize such person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the old notes. If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal. 28

IMPORTANT RULES CONCERNING THE EXCHANGE OFFER You should note that: All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered old notes will be determined by us in our sole discretion, which determination will be final and binding; We reserve the absolute right to reject any and all old notes not properly tendered or any old notes the acceptance of which would, in our judgment or the judgment of our counsel, be unlawful; We also reserve the absolute right to waive any irregularities or conditions of tender as to particular old notes. Our company's interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine; Although we intend to notify holders of defects or irregularities with respect to any tender of old notes, neither our company, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification; and Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date. BOOK-ENTRY TRANSFER The exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the old notes at the DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in the DTC's system may make book-entry delivery of old notes by causing the DTC to transfer such old notes into the exchange agent's account with respect to the old notes in accordance with DTC's Automated Tender Offer Program procedures for such transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of such book-entry transfer of old notes into the exchange agent's account, and timely receipt by the exchange agent of an agent's message and any other documents required by the letter of transmittal. The term 'agent's message' means a message, transmitted by DTC and received by the exchange agent and forming a part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant that is tendering old notes that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against the participant. Although delivery of old notes may be effected through book-entry transfer into the exchange agent's account at DTC, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or you must comply with the guaranteed delivery procedures described below. Delivery of documents to DTC does not constitute delivery to the exchange agent. GUARANTEED DELIVERY PROCEDURES If you are a registered holder of old notes and you wish to tender such old notes but your intiial notes are not immediately available, or time will not permit your old notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may effect a tender if: (1) the tender is made through an Eligible Institution; 29

(2) prior to the expiration date, the exchange agent receives from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery (a) stating the name and address of the holder, the certificate number or numbers of such holder's old notes and the principal amount of such old notes tendered; (b) stating that the tender is being made thereby; and (c) guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or a facsimile thereof, together with the certificate(s) representing the old notes to be tendered in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent's account at DTC of old notes delivered electronically, and any other documents required by the letter of transmittal, will be deposited by the Eligible Institution with the exchange agent; and (3) such properly completed and executed letter of transmittal, or a facsimile thereof, together with the certificate(s) representing all tendered old notes in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent's account at DTC of old notes delivered electronically and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the expiration date. Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above. WITHDRAWAL OF TENDERS Except as otherwise provided herein, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must: specify the name of the person having deposited the old notes to be withdrawn (the 'Depositor'), identify the old notes to be withdrawn, including the certificate number or number and principal amount of such old notes or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited, be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee with respect to the old notes to register the transfer of such old notes into the name of the Depositor withdrawing the tender, and specify the name in which any such old notes are to be registered. if different from that of the Depositor. Please note that all questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect thereto unless the old notes so withdrawn are validly retendered. Properly withdrawn old notes may be retendered by following one of the procedures described above under ' -- Procedures for Tendering' at any time prior to the expiration date. CONDITIONS TO THE EXCHANGE OFFER Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes, and may terminate or amend the 30

exchange offer as provided herein before the acceptance of such old notes if, in our company's judgment, any of the following conditions has occurred or exists or has not been satisfied: (1) that the exchange offer, or the making of any exchange by a holder, violates applicable interpretation of the staff of the SEC; (2) that any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer; or (3) that there has been proposed, adopted or enacted any law, statute, rule or regulation that, in the sole judgment of our company, might materially impair our ability to proceed with the exchange offer. If we determine that we may terminate the exchange offer for any of the reasons set forth above, we may: (1) refuse to accept any old notes and return any old notes that have been tendered to the holders thereof; (2) extend the exchange offer and retain all old notes tendered prior to the expiration date of the exchange offer, subject to the rights of such holders of tendered old notes to withdraw their tendered old notes; or (3) waive such termination event with respect to the exchange offer and accept all properly tendered old notes that have not been withdrawn. If such waiver constitutes a material change in the exchange offer, we will disclose such change by means of a supplement to this prospectus that will be distributed to each registered holder, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such period. The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to such condition. Our failure at any time to exercise the foregoing rights shall not be deemed to be a waiver by us of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. EXCHANGE AGENT SunTrust Bank, the trustee under the indenture, has been appointed as exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. In such capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of directions of our company. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows: <TABLE> <S> <C> By Courier: SunTrust Bank 424 Church Street, 6th Fl. Nashville, TN 37219 By Mail: SunTrust Bank 424 Church Street, 6th Fl. Nashville, TN 37219 By Hand Delivery: SunTrust Bank 424 Church Street, 6th Fl. Nashville, TN 37219 Facsimile for Eligible Institutions: (615) 748-5331 To Confirm by Telephone: (615) 748-5324 </TABLE> Delivery to an address or facsimile number other than those listed above will not constitute a valid delivery. 31

SOLICITATION OF TENDERS; FEES AND EXPENSES We will pay all expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation pursuant to the exchange offer is being made by mail. Additional solicitations may be made by officers and regular employees of our company and our affiliates in person, by telegraph, telephone or telecopier. We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection therewith and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange. The expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs, will be paid by our company. We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, certificates representing exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if the transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed by us directly to such tendering holder. ACCOUNTING TREATMENT The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us as a result of the consummation of the exchange offer. The expenses of the exchange offer will be amortized by us over the term of the exchange notes. CONSEQUENCES OF FAILURE TO EXCHANGE As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, this exchange offer, we will have fulfilled certain obligations contained in the registration rights agreement. Holders of the old notes who do not tender their old notes in the exchange offer will continue to hold such old notes and will be entitled to all the rights, and subject to the limitations applicable thereto, under the indenture and the registration rights agreement, except for any such rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer set forth in the Indenture. Accordingly, such old notes may be resold only: (1) to Omnicare; (2) pursuant to a registration statement which has been declared effective under the Securities Act of 1933; (3) in the United States to qualified institutional buyers within the meaning of Rule 144A in reliance upon the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 144A; 32

(4) in the United States to institutional 'accredited investors', as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, in transactions exempt from the registration requirements of the Securities Act of 1933; (5) outside the United States in transactions complying with the provisions of Regulation S under the Securities Act of 1933; or (6) pursuant to any other available exemption from the registration requirements under the Securities Act of 1933. To the extent that old notes are tendered and accepted in the exchange offer, the liquidity of the trading market for untendered old notes could be adversely affected. 33

USE OF PROCEEDS The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the exchange offer. CAPITALIZATION This table sets forth our consolidated capitalization at March 31, 2001: on an historical basis, reflecting the completion in March 2001 of the private offering of the old notes and the refinancing of our credit facilities that occurred concurrently with the offering of the old notes. This table should be read in conjunction with the 'Selected Historical Consolidated Financial Information' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' included elsewhere in this prospectus. <TABLE> <CAPTION> UNAUDITED ------------------ MARCH 31, 2001 ACTUAL ------ (IN THOUSANDS, EXCEPT SHARE DATA) <S> <C> Current portion of long-term debt........................... $ 1,378 ---------- Long-term obligations, net of current portion: Long-term bank debt..................................... 60,852 5% Convertible Subordinated Debentures, due 2007........ 345,000 8 1/8% Senior Subordinated Notes, due 2011.............. 375,000 ---------- Total long-term obligations......................... 780,852 ---------- Stockholders' equity: Preferred Stock, no par value, 1,000,000 shares authorized, none issued and outstanding as of March 31, 2001.............................................. -- Common stock, $1 par value, 200,000,000 shares authorized, 93,919,000 shares issued as of March 31, 2001.................................................. 93,919 Paid-in capital......................................... 711,305 Retained earnings....................................... 331,599 Treasury stock -- at cost (820,000 shares at March 31, 2001)................................................. (16,214) Deferred compensation................................... (28,422) Accumulated other comprehensive income.................. (2,795) ---------- Total stockholders' equity.......................... 1,089,392 ---------- Total capitalization................................ $1,871,622 ---------- ---------- </TABLE> 34

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION The following table summarizes our selected financial data, which should be read in conjunction with our historical consolidated financial statements and related notes and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' included elsewhere in this prospectus. We derived the income statement data for the years ended December 31, 1998, 1999 and 2000 from our audited financial statements, which are included elsewhere in this prospectus. We derived the income statement data for the years ended December 31, 1996 and 1997 from audited financial statements not included in this prospectus. We derived the income statement data for the three months ended March 31, 2000 and 2001 and the balance sheet data as of March 31, 2001 from our unaudited financial statements, which are included elsewhere in this prospectus. In the opinion of management, the unaudited financial statements from which the data below is derived contain all adjustments, which consist only of normal recurring adjustments, necessary to present fairly our financial position and results of operations as of the applicable dates and for the applicable periods. Historical results are not necessarily indicative of the results to be expected in the future. <TABLE> <CAPTION> AUDITED UNAUDITED ---------------------------------------------------------------- --------------------- YEARS ENDED THREE MONTHS DECEMBER 31, ENDED MARCH 31, ---------------------------------------------------------------- --------------------- 1996 1997 1998 1999 2000 2000 2001 ---- ---- ---- ---- ---- ---- ---- (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA) <S> <C> <C> <C> <C> <C> <C> <C> INCOME STATEMENT DATA: (a)(b) Sales..................... $641,440 $1,034,384 $1,517,370 $1,861,921 $1,971,348 $493,026 $523,645 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- Income from continuing operations............... $ 43,663 $ 54,105 $ 80,379 $ 57,721 $ 48,817 $ 14,393 $ 18,044 Loss from discontinued operations............... (389)(c) (2,154)(c) -- -- -- -- -- -------- ---------- ---------- ---------- ---------- -------- -------- Net income................ $ 43,274 $ 51,951 (c) $ 80,379 $ 57,721 $ 48,817 $ 14,393 $ 18,044 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- EARNINGS PER SHARE DATA: Basic: Income from continuing operations............... $ 0.62 $ 0.63 $ 0.90 $ 0.63 $ 0.53 $ 0.16 $ 0.20 Loss from discontinued operations............... -- (c) (0.02)(c) -- -- -- -- -- -------- ---------- ---------- ---------- ---------- -------- -------- Net income................ $ 0.62 (c) $ 0.61 (c) $ 0.90 $ 0.63 $ 0.53 $ 0.16 $ 0.20 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- Diluted: Income from continuing operations............... $ 0.57 $ 0.62 $ 0.90 $ 0.63 $ 0.53 $ 0.16 $ 0.19 Loss from discontinued operations............... -- (c) (0.02)(c) -- -- -- -- -- -------- ---------- ---------- ---------- ---------- -------- -------- Net income................ $ 0.57 (c) $ 0.60 (c) $ 0.90 $ 0.63 $ 0.53 $ 0.16 $ 0.19 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- Dividends per share......... $ 0.06 $ 0.07 $ 0.08 $ 0.09 $ 0.09 $ 0.0225 $ 0.0225 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- Weighted average number of common shares outstanding: Basic....................... 69,884 85,692 89,081 90,999 92,012 91,599 92,422 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- Diluted..................... 81,089 86,710 89,786 91,238 92,012 91,599 93,170 -------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- ---------- ---------- ---------- -------- -------- RATIOS AND OTHER FINANCIAL DATA (UNAUDITED): EBITDA (adjusted) (d)....... $ 85,537 $ 140,516 $ 222,825 $ 241,008 $ 231,859 $ 59,561 $ 62,484 Ratio of EBITDA (adjusted) to interest (d)........... (11.0)x 168.1x 11.0x 5.4x 4.4x 4.7x 4.7x Ratio of earnings to fixed charges (e)............... (16.9)x 19.0x 6.5x 3.3x 2.7x 2.8x 3.0x Ratio of total debt to EBITDA (adjusted) (d)..... 0.1x 2.7x 2.9x 3.4x 3.4x 3.5x(g) 3.3x(g) Total debt to total capitalization............ 1.5% 31.0% 40.4% 44.2% 42.3% 43.6% 41.8% Capital expenditures (f).... $ 30,234 $ 41,278 $ 53,179 $ 58,749 $ 32,423 $ 8,444 $ 4,606 </TABLE> <TABLE> <CAPTION> AUDITED UNAUDITED DECEMBER 31, MARCH 31, ------------------------------------------------------------ ----------------------- 1996 1997 1998 1999 2000 2000 2001 ---- ---- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> <C> <C> BALANCE SHEET DATA: (a) Cash and cash equivalents (including restricted cash)....................... $232,961 $ 138,062 $ 54,312 $ 97,267 $ 113,907 $ 86,221 $ 121,662 Working capital.............. 342,401 354,825 369,749 430,102 560,729 453,759 577,346 Total assets................. 828,309 1,412,146 1,903,829 2,167,973 2,210,218 2,169,709 2,216,006 Long-term debt (excluding current portion) (h)........ 5,755 359,148 651,556 736,944 780,706 737,003 780,852 Stockholders' equity (i)..... 689,219 829,753 963,471 1,028,380 1,068,423 1,039,108 1,089,392 </TABLE> (footnotes on next page) 35

(footnotes from previous page) (a) We have had an active acquisition program in effect since 1989. See Note 2 of the Notes to the 2000 Consolidated Financial Statements for information concerning these acquisitions. (b) Included in the full year 1996 and 1997 income from continuing operations amounts, and the full-year 1998, 1999 and 2000, as well as the three months ended March 31, 2000 and 2001, net income amounts, are the following aftertax charges (credits) (in thousands): <TABLE> <CAPTION> UNAUDITED AUDITED ----------------- ------------------------------------------------------ THREE MONTHS YEARS ENDED ENDED DECEMBER 31, MARCH 31, ------------------------------------------------------ ----------------- 1996 1997 1998 1999 2000 2000 2001 ---- ---- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> <C> <C> Acquisition expenses, pooling-of-interests.................. $1,468 $ 3,935 $13,869(1) $ (376)(1) $ -- (1) $ -- $ -- Restructuring and other related charges............................... -- 1,208 2,689(2) 22,698 (2) 17,135(2) 2,695(3) -- Other expenses......................... 510(5) 6,457(4) -- -- -- -- 1,127(6) ------ ------- ------- ------- ------- ------ ------ Total............................... $1,978 $11,600 $16,558 $22,322 $17,135 $2,695 $1,127 ------ ------- ------- ------- ------- ------ ------ ------ ------- ------- ------- ------- ------ ------ </TABLE> ------------ (1) See Note 2 of the Notes to the 2000 Consolidated Financial Statements. (2) See Note 12 of the Notes to the 2000 Consolidated Financial Statements. (3) See Note 3 of the first quarter 2001 Consolidated Financial Statements. (4) We settled with the U.S. Attorney's office in the Southern District of Illinois regarding the government's investigation of our Belleville, Illinois subsidiary, Home Pharmacy Services, Inc. In accordance with the terms of the settlement, in 1997 we recorded an unusual charge of $6.3 million ($6.0 million after taxes) for the estimated costs, and legal and other expenses, associated with resolving the investigation. In 1997, CompScript, Inc. recorded a $0.8 million charge ($0.5 million after taxes) relating to the write-down of a note receivable from a former affiliate of CompScript. (5) Represents the write-off (based on an independent appraisal) of acquired research and development costs associated with IBAH, Inc.'s acquisition of Research Biometrics, Inc. ('RBI'). (6) See Note 5 of the first quarter 2001 Consolidated Financial Statements. (c) Represents the closure of the software commercialization unit of RBI. All operating results of this business have been reclassified from continuing operations to discontinued operations. (d) EBITDA represents earnings before interest, income taxes and depreciation and amortization, excluding special items. Special items include pooling-of-interests expenses, restructuring and other related charges, other expenses, and losses from discontinued operations, and represent charges or expenses which management believes are either one-time occurrences or otherwise not related to ongoing operations. We believe that certain investors find EBITDA to be a useful tool for measuring a company's ability to service its debt; however, EBITDA does not represent cash flow from operations, as defined by generally accepted accounting principles, and should not be considered as a substitute for net earnings as an indicator of our operating performance or cash flow as a measure of liquidity. We also believe that the ratio of EBITDA to interest is an accepted measure of debt service ability; however, such ratio should not be considered a substitute for the ratio of earnings to fixed charges as a measure of debt service ability. Our calculation of EBITDA may differ from the calculation of EBITDA by others. (e) The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings from continuing operations before income taxes and extraordinary items plus fixed charges. Fixed charges include interest (expensed or capitalized), amortization of debt issuance costs and the estimated interest component of rent expense. Giving effect to the offering of the old notes and the refinancing of our existing credit facilities and application of the net proceeds from the offering of the old notes and borrowings under our new credit facility to repay indebtedness, as if these transactions occurred on the (footnotes continued on next page) 36

(footnotes continued from previous page) first day of the relevant period, our pro forma ratios of earnings to fixed charges for the year ended December 31, 2000 and the three months ended March 31, 2001 would have been 2.5x and 2.7x respectively. (f) Primarily represents the purchase of computer hardware/software, machinery and equipment, and furniture, fixtures and leasehold improvements. (g) The adjusted EBITDA amounts in this calculation are for the twelve month periods ended March 31, 2000 and 2001. (h) In 1997, we issued $345.0 million of Convertible Subordinated Debentures due 2007 (See Note 6 of the Notes to the 2000 Consolidated Financial Statements). (i) In 1996, we and IBAH, Inc. sold approximately 6.2 million (pre-1996 Omnicare stock split) shares of Common Stock in public offerings, resulting in net proceeds of $297.2 million. 37

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements, related notes and other financial information appearing elsewhere in this prospectus. In addition, see 'Forward-Looking Information.' RESULTS OF OPERATIONS The following table presents our sales and results of operations, excluding certain special items such as pooling-of-interests expenses, restructuring and other related charges and other expenses (in thousands, except per share amounts). Special items represent charges/expenses or credits which management believes are either one-time occurrences or otherwise not related to ongoing operations. Such items are described further below and in our Notes to Consolidated Financial Statements, and have been shown separately in order to facilitate analysis of our operating trends. <TABLE> <CAPTION> UNAUDITED FOR THE THREE MONTHS FOR THE YEARS ENDED DECEMBER 31, ENDED MARCH 31, ------------------------------------ --------------------- 1998 1999 2000 2000 2001 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Sales................................. $1,517,370 $1,861,921 $1,971,348 $493,026 $523,645 ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- -------- -------- Net income, as reported............... $ 80,379 $ 57,721 $ 48,817 $ 14,393 $ 18,044 Acquisition expenses, pooling-of- interests (net of taxes)........ 13,869 (376) -- -- -- Restructuring and other related charges (net of taxes).......... 2,689 22,698 17,135 2,695 -- Other expense (net of taxes)...... -- -- -- -- 1,127 ---------- ---------- ---------- -------- -------- Pro forma net income.................. $ 96,937 $ 80,043 $ 65,952 $ 17,088 $ 19,171 ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- -------- -------- Earnings per share: Net income, as reported............... $ 0.90 $ 0.63 $ 0.53 $ 0.16 $ 0.20 Acquisition expenses, pooling-of- interests (net of taxes)........ 0.16 -- -- -- -- Restructuring and other related charges (net of taxes).......... 0.03 0.25 0.19 0.03 -- Other expense (net of taxes)...... -- -- -- -- 0.01 ---------- ---------- ---------- -------- -------- Basic (pro forma)..................... $ 1.09 $ 0.88 $ 0.72 $ 0.19 $ 0.21 ---------- ---------- ---------- -------- -------- Diluted (pro forma)................... $ 1.08 $ 0.88 $ 0.72 $ 0.19 $ 0.21 ---------- ---------- ---------- -------- -------- ---------- ---------- ---------- -------- -------- </TABLE> QUARTER ENDED MARCH 31, 2001 COMPARED TO QUARTER ENDED MARCH 31, 2000 CONSOLIDATED As presented in the above table, diluted earnings per share for the three months ended March 31, 2001 were $0.21, excluding the impact of a one-time other expense item (further discussed below), as compared with $0.19 earned in the prior year quarter, excluding restructuring and other related charges associated with a productivity and consolidation initiative completed in 2000. Net income for the 2001 quarter, on that basis, was $19.2 million versus the $17.1 million earned in the comparable 2000 quarter. Earnings before interest, taxes, depreciation and amortization ('EBITDA'), on the same basis, totaled $62.5 million for the three months ended March 31, 2001 as compared with EBITDA of $59.6 million in the first quarter of 2000. Sales for the three months ended March 31, 2001 rose to $523.6 million from the $493.0 million recorded in the comparable prior year period. Included in the 2001 quarterly results was a one-time charge of $1.8 million pretax ($1.1 million aftertax, or 1 cent per diluted share) representing a repayment to the Medicare Part B program of overpayments made to one of our pharmacy units during the period from January 1997 through April 1998. As part of our corporate compliance program, we learned of the overpayments, which related to Medicare Part B claims that contained documentation errors, and notified the Health Care Financing 38

Administration for review and determination of the amount of overpayment. Included in the 2000 quarter was a charge of $4.3 million pretax ($2.7 million aftertax, or 3 cents per diluted share) related to our previously reported productivity and consolidation initiative (the 'Program'). Including these items in both quarters, earnings per diluted share were 19 cents in 2001 versus 16 cents in 2000; EBITDA was $60.7 million versus $55.3 million, respectively; and net income was $18.0 million versus $14.4 million, respectively. PHARMACY SERVICES SEGMENT Our Pharmacy Services segment recorded sales of $495.4 million for the first quarter of 2001, ahead of the comparable prior year quarter by $34.5 million. Operating profit in this segment reached $49.2 million (excluding the previously mentioned one-time charge), also ahead of the prior year quarter amount of $43.3 million (excluding restructuring and other related charges). Owing to the efforts of our National Sales & Marketing Group and pharmacy staff in developing new contracts, solid new account growth (including additional business under our contract with Marriott Senior Living Communities), net of the elimination of certain high credit risk or uneconomic accounts, increased the number of residents served to 645,100 as compared with 634,500 one year earlier. Additionally, higher drug utilization, the expansion of clinical programs and drug price inflation contributed to increased sales. Moreover, the increasing market penetration of newer drugs, which often carry higher prices but are significantly more effective in reducing overall healthcare costs than those they replace, served to increase pharmacy sales. The increase in sales in relation to a lower operating cost structure brought about by the completion of the Program in December 2000, produced increased operating margins in the Pharmacy Services segment as well. These factors, along with a gradually improving operating environment in the skilled nursing facility market brought about by the implementation of the Balanced Budget Refinement Act of 1999, favorably impacted the performance of the Pharmacy Services segment during the quarter. CRO SERVICES SEGMENT Omnicare's Clinical Research ('CRO Services') segment recorded revenues of $28.2 million during the first quarter of 2001 as compared to $32.1 million recorded in the same prior year period, representing a decline of $3.9 million. This decline was primarily related to the continued impact of delays in decision making by pharmaceutical manufacturers in commencing clinical studies experienced throughout 2000, relating in part to merger activities, as well as the cancellation of planned projects prior to commencement. Operating profit in this segment for the first quarter of 2001 was $2.0 million, a decline of $0.7 million in comparison to the same prior year quarter operating profit of $2.7 million, reflecting staffing and other expenses related to the initiation of projects that will not produce revenues until subsequent periods. Given an improving operating environment in the CRO Services segment due, in part, to reduced merger activity in the pharmaceutical industry, the backlog of new projects increased to approximately $213 million at March 31, 2001, representing an increase of $71 million as compared to the backlog of approximately $142 million at March 31, 2000. CONSOLIDATED Our consolidated gross profit as a percentage of sales of 26.8% in the first quarter of 2001 was relatively consistent with the comparable prior year quarter rate of 26.9%, and represented a year-to-year increase in gross profit of $7.6 million to $140.3 million. Positively impacting gross profit was our purchasing leverage associated with the procurement of pharmaceuticals and benefits realized from our formulary compliance program, as well as the leveraging of fixed and variable overhead costs at our pharmacies, and the reduced cost structure brought about by the Program. These favorable factors were more than offset by the previously mentioned less favorable performance of the CRO Services segment, along with the above-described shift in mix toward newer, branded drugs which typically produce higher gross profit, but lower gross profit margins. Omnicare's selling, general and administrative ('operating') expenses for the quarter ended March 31, 2001 of $95.9 million were higher than the comparable prior year amount by $3.1 million due to the overall growth of the business. Operating expenses as a percentage of sales, however, totaled 18.3% in the 39

2001 first quarter, representing a decline from the 18.8% experienced in the comparable prior year period. This decline is primarily due to the favorable impact of the Program, which was successfully completed in 2000. The Program was designed to gain maximum benefits from our acquisition program and to respond to changes in the healthcare industry. The Program eliminated redundant efforts, simplified work processes and applied technology to maximize employee productivity and standardize operations around best practices. As part of the initiative, the roster of pharmacies and other operating locations was reconfigured through the consolidation, relocation, closure and opening of sites, resulting in a net reduction of 59 locations. The Program resulted in the reduction of 16% of our workforce or approximately 1,800 full and part-time employees, and annualized pretax savings in excess of $46 million upon completion. In connection with the Program, our recorded pretax restructuring and other related expenses of $4.3 million in the first quarter of 2000, primarily comprised of employee severance, employment agreement buy-out costs, lease termination costs, other assets and facility exit costs, and other related charges. Investment income and interest expense for the three months ended March 31, 2001 of $0.5 million and $13.9 million, respectively, were relatively consistent with the comparable prior year quarter. The increase in the effective tax rate to 38.0% in the first quarter of 2001 from 37.1% in the comparable prior year quarter is primarily attributable to the full utilization in 2000 of certain benefits derived from our state tax planning program. While other state tax planning benefits will continue, they will be realized at a different magnitude than was the case in 2000. The effective tax rates in the 2001 and 2000 first quarters are higher than the federal statutory rate primarily due to state and local income taxes. YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999 CONSOLIDATED As presented in the table above, excluding the impact of special items such as restructuring and other related charges from both periods and acquisition-related items in 1999, net income for the year ended December 31, 2000 decreased 18% in comparison to net income earned in 1999. Basic and diluted earnings per share in 2000, on this basis, decreased 18% in comparison to 1999. EBITDA for the year ended December 31, 2000 of $231.9 million, on the same basis, decreased 4% in comparison to $241.0 million earned in the 1999 comparable period. Net income, and basic and diluted earnings per share, declined 15% and 16%, respectively, in 2000 compared to 1999. Sales increased 6% in 2000 compared to 1999. PHARMACY SERVICES SEGMENT Our Pharmacy Services segment recorded sales of $1,858.7 million for the year ended December 31, 2000, an increase of $130.6 million, or 8%, over the comparable prior year period. The increase in this segment's sales represents the continued internal growth of the pharmacy services business and the cumulative effect of prior year acquisitions of long-term care pharmacy providers. We estimate that internal growth contributed approximately $105 million of this segment's increased sales in 2000 as compared to 1999. We increased our revenues internally through the efforts of our National Sales and Marketing Group and pharmacy staff in developing new pharmacy contracts with long-term care facilities. Additionally, when pharmaceutical prices are increased, we generally are able to obtain price increases to cover such drug price inflation; therefore, such inflation increases sales. We estimate that drug price inflation for our highest dollar volume products in 2000 was approximately 5%. The factors favorably impacting sales were offset in part by a decrease of $3.1 million in infusion therapy sales during the year, resulting primarily from the reduction in servicing of higher acuity patients, utilization and pricing, as further discussed below. In addition to internal growth, we estimate that approximately $26 million of our Pharmacy Services sales growth in 2000 was attributable to the full-year impact of acquisitions made in the prior year. The number of nursing facility residents served at December 31, 2000 was 636,500 as compared to 631,200 served one year earlier. 40

The operating results of the Pharmacy Services segment were unfavorably impacted by the reduction in earnings brought about by the ongoing difficulty of the operating environment in the long-term care industry throughout 2000, resulting in operating profit (excluding restructuring and other related charges and acquisition expenses) of $178.2 million for the year ended December 31, 2000, as compared to $181.1 million for the same prior year period. In particular, the impact of the implementation of the federal government's Prospective Payment System for Medicare residents of skilled nursing facilities, as further discussed below under the caption 'Outlook', including lower reimbursement which led to lower occupancy and acuity levels, continued to weaken the financial condition of many skilled nursing facilities during 2000. Congress attempted to remedy this situation by enacting the Balanced Budget Reform Act of 1999, which act was intended to provide a temporary increase in reimbursement rates, particularly for higher acuity residents, effective April 1, 2000. However, many customers reported that payments at the new rates were delayed and not received until the third quarter of 2000, exacerbating already severe cash flow problems in some facilities. It was therefore necessary for us to apply more stringent standards in accepting new business, and to continue aggressively withdrawing from uneconomic accounts and those with an unstable financial condition, which served to partially offset the addition of new accounts, and had a dampening effect on earnings. Although these trends appeared to be stabilizing in the latter part of 2000 due to the salutary impact of higher reimbursement rates going into effect in the latter portion of 2000 under the 1999 Balanced Budget Refinement Act, they had an unfavorable impact on year-to-year profitability. CONTRACT RESEARCH ORGANIZATION SERVICES SEGMENT Our Contract Research Organization Services segment recorded sales of $112.7 million for the year ended December 31, 2000 as compared to $133.9 million in the comparable prior year period. This decline of approximately $21 million is primarily the result of delays in decision making by pharmaceutical manufacturers, as well as the cancellation of planned projects prior to commencement, owing in part to merger activities in that industry. Operating profit (excluding restructuring and other related charges and acquisition expenses) for the full year 2000 was $7.2 million, a decrease of $9.3 million when compared to the same period of 1999, owing primarily to the volatility in sales arising from the aforementioned factors. CONSOLIDATED Our consolidated gross profit as a percentage of sales decreased to 26.7% in 2000 from 28.1% in 1999. The positive impact on gross profit relating to several factors, including our purchasing leverage associated with purchases of pharmaceuticals, the leveraging of fixed and variable overhead costs at our pharmacies, benefits realized from our formulary compliance program and cost reductions associated with the productivity and consolidation initiative, were more than offset by several negative factors. Among the factors negatively affecting gross profit were the aforementioned unfavorable impact of the Prospective Payment System on the Pharmacy Services segment, in particular such factors as Prospective Payment System-related pricing pressure, a reduction in Medicare census at some skilled nursing facilities, a decline in the average length of stay for Medicare residents and a shift in the mix of patients served to lower acuity patients. These factors, coupled with the less favorable performance of the Contract Research Organization Services segment, contributed to reduced gross profit margin for us in 2000. Our sales mix also impacts gross profit and includes primarily sales of pharmaceuticals and, to a lesser extent, contract research services, infusion therapy products and services, medical supplies and other miscellaneous products/services. Sales of pharmaceuticals account for the majority of our sales and gross profit. Contract research services, infusion therapy and medical supplies gross profits are typically higher than gross profits associated with sales of pharmaceuticals. Increased leverage in purchasing favorably impacts gross profit and is primarily derived through discounts from suppliers. Leveraging of fixed and variable overhead costs primarily relates to generating higher sales volumes from pharmacy facilities with no increase in fixed costs (e.g., rent) and minimal increases in variable costs (e.g., utilities), as well as the elimination of pharmacies through our productivity and consolidation initiative, further discussed below. We believe we will be able to continue to leverage fixed and variable overhead costs through internal growth. 41

As noted earlier herein, we are generally able to obtain price increases to cover drug price inflation. In order to enhance our gross profit margins, we strategically allocate our resources to those activities that will increase internal sales growth and favorably impact sales mix or will lower costs. In addition, through the ongoing development of our pharmaceutical purchasing programs, we are able to obtain discounts and thereby manage our pharmaceutical costs. Operating expenses for the year ended December 31, 2000 totaled $367.5 million, an increase of 4.5% compared to 1999, due primarily to our overall growth. Operating expenses as a percentage of sales of 18.6% in 2000 were less than the 18.9% experienced in the comparable prior year period. Favorably impacting the year-to-year comparison was the impact of initiatives implemented through our productivity and consolidation program. This favorable impact, however, was offset, in part, by an increase in our provision for doubtful accounts (approximately 0.2 percentage points of sales) brought about by a deterioration in the financial condition of certain skilled nursing facility clients throughout 2000, partially as a result of the impact of the Prospective Payment System on their business. We completed our productivity and consolidation initiative in 2000. The initiative, announced in June 1999, was implemented to allow us to gain maximum benefit from our acquisition program and to respond to changes in the healthcare industry. The program eliminated redundant efforts and simplified work processes by maximizing employee productivity and standardizing around best practices. We reconfigured our roster of pharmacies and other operating locations through consolidation and relocation. At plan completion, we had closed or merged 67 pharmacy locations and four Contract Research Organization and software locations, and opened a total of 12 new pharmacies. Headcount reductions of 16% of our work force and pretax savings in excess of $46 million were achieved as part of the initiative. We recorded pretax restructuring and other related expenses associated with the program of $27.2 million and $35.4 million during the years ended December 31, 2000 and 1999, respectively, primarily comprised of employee severance, employment agreement buy-out costs, lease termination costs, other assets and facility exit costs, and other related charges. Investment income for the year ended December 31, 2000 was $1.9 million, an increase of $0.4 million in comparison to the same period of 1999 due to a higher average invested cash balance during 2000 as compared to 1999, as well as an increase in interest rates during 2000 versus 1999. Interest expense during 2000 was $55.1 million, an increase of $8.9 million versus the comparable prior year period. The increase is primarily attributable to the full-year impact of interest expense associated with a $170 million increase in borrowings under our line of credit facilities during the first half of 1999 (offset in part by subsequent repayments aggregating $40 million through year end 2000), as well as an increase in interest rates throughout 2000 as compared to the prior year. The increase in our line of credit borrowings in 1999 was primarily attributable to our acquisition program. The effective tax rate of 37% during 2000 is consistent with that in 1999. We realized benefits from our state tax planning programs in 2000 and 1999. While state tax planning programs are ongoing, there can be no assurance that benefits will be realized at the same level in 2001 and beyond as has been the case in 2000 and 1999. The effective tax rates in 2000 and 1999 are higher than the federal statutory rate largely as a result of the combined impact of various nondeductible expenses (primarily intangible asset amortization and acquisition costs), state and local income taxes and tax-accrual adjustments. YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998 As presented in the table above, excluding the impact of restructuring and other related charges and acquisition-related items for pooling-of-interests transactions from both periods, net income for the year ended December 31, 1999 decreased 17% in comparison to net income earned in 1998. Basic and diluted earnings per share in 1999, on this basis, decreased 19% in comparison to 1998. EBITDA for the year ended December 31, 1999 of $241.0 million, on this basis, increased 8% as compared to the $222.8 million in the same prior year period. Net income, and basic and diluted earnings per share, declined 28% and 30%, respectively, in 1999 compared to 1998. The reduction in earnings primarily reflected the difficult operating environment in the long-term care industry. As discussed in greater detail above, the implementation of the Prospective Payment System for 42

Medicare residents of skilled nursing facilities created an unsettled operating environment during 1999. We experienced Prospective Payment System-related pricing pressure along with lower occupancy and acuity levels in client skilled nursing facilities. Despite the difficult operating environment, sales increased 23% in 1999 versus 1998. The sales increase represents the cumulative effect of the acquisition of long-term care pharmacy providers and the continued internal growth of the pharmacy services and Contract Research Organization businesses. During 1999, we completed five institutional pharmacy acquisitions (excluding insignificant purchases of other assets). Also increasing sales was the full-year impact of 1998 acquisitions. We also increased our revenues internally through the efforts of our National Sales and Marketing Group and pharmacy staff in developing new pharmacy contracts with long-term care facilities. Additionally, we were able to increase internal growth through the efforts of our Contract Research Organization sales personnel by obtaining contracts from pharmaceutical, biotechnology and medical device manufacturers for new contract research business. Our consolidated sales increased by approximately $345 million in 1999 versus 1998. We estimate that approximately $200 million of our consolidated sales growth in 1999 was attributable to acquisitions, of which $193 million and $7 million related to the Pharmacy Services segment and Contract Research Organization Services segment, respectively. We estimate that internal growth contributed approximately $145 million of our increased sales in 1999 compared to 1998, of which $141 million and $4 million related to the Pharmacy Services segment and the Contract Research Organization Services segment, respectively. Internally generated sales growth in the Pharmacy Services segment resulted primarily from new contracts with long-term care facilities (obtained by the National Sales and Marketing Group and by the pharmacy staff), and in the Contract Research Organization Services segment largely through the efforts of sales personnel in obtaining new contracts from pharmaceutical, biotechnology and medical device manufacturers. These combined sales increases were offset, in part, by a decrease of approximately $11 million in infusion therapy sales during the year, resulting primarily from a reduction in the servicing of higher acuity patients, pricing and utilization, as a result of the impact of the Prospective Payment System. On June 2, 1999, we announced the completion of the acquisition of the institutional pharmacy operations of Life Care Pharmacy Services, Inc., an affiliate of Life Care Centers of America, for $63 million in cash and 0.3 million warrants to purchase our common stock at $29.70 per share. The warrants have a seven-year term and are first exercisable in June 2002. Life Care Pharmacy Services, Inc. had, at the time of the acquisition, contracts to provide dispensing services to approximately 17,000 residents in twelve states. Acquisitions and internal growth brought the total number of nursing facility residents served at December 31, 1999 to 631,200 as compared to 578,700 at December 31, 1998. Gross profit as a percentage of sales decreased to 28.1% in 1999 from 30.2% in 1998. Our purchasing leverage associated with purchases of pharmaceuticals, the leveraging of fixed and variable overhead costs at our pharmacies, benefits realized from our formulary compliance program, cost reductions associated with the productivity and consolidation initiative, and changes in sales mix including increased sales from contract research positively impacted gross margins. However, these favorable factors were more than offset by the aforementioned unfavorable impact of the Prospective Payment System on the Pharmacy Services segment, in particular such factors as the Prospective Payment System-related pricing pressure, a reduction in Medicare census at some skilled nursing facilities, a decline in the average length of stay for Medicare residents and a shift in the mix of patients served to lower acuity patients, all of which contributed to reduced gross profit margin for us in 1999. Operating expenses for the year ended December 31, 1999 increased 24% to $351.6 million as compared to 1998 due primarily to our overall growth. Operating expenses as a percentage of sales of 18.9% in 1999 were modestly higher than the 18.7% experienced in the prior year. Unfavorably impacting the year-to-year comparison was an increase in our provision for doubtful accounts brought about by a deterioration in the financial condition of certain skilled nursing facility clients as a result, in part, of the impact of the Prospective Payment System on their business, causing an increase of approximately 0.4 percentage points of sales. 43

Acquisition expenses for 1999 of $0.8 million represent expenses related to a pooling-of-interests transaction. Furthermore, during 1999, we recorded income of $0.9 million relating to the net reversal of estimated CompScript, Inc. and IBAH, Inc. acquisition-related expenses resulting from the finalization of those costs during the year. Acquisition expenses for 1998 of $15.4 million represent expenses primarily related to our pooling-of-interests transactions with CompScript, Inc. and IBAH, Inc. In connection with the previously discussed productivity and consolidation initiative, we recorded restructuring and other related expenses of $35.4 million in 1999. Restructuring and other related charges of $3.6 million for 1998 represent costs related to the restructuring of the CompScript, Inc. mail order business and the consolidation and restructuring of certain IBAH, Inc. operations. Investment income for 1999 was $1.5 million, a decrease of $1.8 million in comparison with 1998 resulting primarily from a lower average invested cash balance during 1999. This use of cash was largely attributable to our acquisition program and, to a lesser extent, capital expenditures. Interest expense during 1999 was $46.2 million, an increase of $22.6 million versus the prior year, largely reflecting the impact of increased net borrowings of $85 million and $75 million in 1999 under our five-year, $400 million agreement and the 364-day, $400 million line of credit facility, respectively. These increased borrowings were utilized primarily to fund our acquisition program. Also impacting the comparison is the full-year effect in 1999 of interest expense associated with a $250 million draw on our five-year, $400 million line of credit agreement late in the third quarter of 1998 in connection with our acquisition of the pharmacy business of Extendicare, Inc. The effective tax rate decreased to 37% in 1999 from 41% in 1998, primarily due to a reduction from 1998 in nondeductible acquisition expenses relating to pooling-of-interests transactions and a decrease in state and local income taxes in 1999 due to our state tax planning programs. The effective tax rates in 1999 and 1998 are higher than the statutory rate primarily due to state and local income taxes and various nondeductible expenses (e.g., acquisition costs, etc.). IMPACT OF INFLATION Inflation has not materially affected our profitability inasmuch as price increases have generally been obtained to cover inflationary drug cost increases. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents (including restricted cash) at March 31, 2001 were $121.7 million compared to $113.9 million at December 31, 2000. We generated positive net cash flows from operating activities of $32.1 million during the three months ended March 31, 2001. Further, we generated positive cash flows from operating activities of $132.7 million during the year ended December 31, 2000, compared to cash flows from operating activities of $101.1 million and $89.5 million during the years ended December 31, 1999 and December 31, 1998, respectively. These positive cash flows were used primarily for acquisition-related payments (including amounts payable pursuant to acquisition agreements relating to prior-years acquisitions), capital expenditures, debt repayment, debt issuance costs and dividends. Improved management of working capital contributed to the favorable operating cash flow results experienced in 2001 and 2000 as compared to prior years. Acquisitions of businesses required cash payments of $5.2 million (including amounts payable pursuant to acquisition agreements relating to prior-year acquisitions) in the first quarter of 2001, which were funded by operating cash flows. Acquisitions of businesses during 2000, 1999 and 1998 required $41.7 million, $144.1 million and $398.7 million, respectively, of cash payments (including amounts payable pursuant to acquisition agreements relating to pre-2000, pre-1999 and pre-1998 acquisitions, respectively) which were primarily funded by a combination of operating cash flows and borrowings under our revolving credit facilities. Acquisitions in 1999 and 1998 were also funded, in part, with shares of our common stock having a market value of approximately $11 million (0.5 million shares) and $262 million (7.2 million shares), respectively. Additional amounts contingently payable, totaling approximately $15 million at March 31, 2001, may become payable through 2001 pursuant to the terms of various acquisition agreements (primarily earnout payments). 44

On March 20, 2001, we completed the offering of $375.0 million of 8.125% senior subordinated notes due 2011 (the 'Senior Notes'), issued at par through a private placement. Concurrent with the issuance of the Senior Notes, we entered into a new three-year syndicated $495.0 million revolving credit facility (the 'Revolving Credit Facility'), including a $25.0 million letter of credit subfacility, with various lenders. Net proceeds from the offering of the Senior Notes of approximately $365.0 million and borrowings under the new credit facility of $70.0 million were used to repay outstanding indebtedness under our then existing credit facilities, which totaled $435.0 million at December 31, 2000, and such existing facilities were terminated. Subsequent to the closing of the Revolving Credit Facility, we received commitments from additional banks that allowed it to increase the size of the Revolving Credit Facility to $500.0 million. As of March 31, 2001, the Revolving Credit Facility bears an interest rate of LIBOR plus 1.375%. Our capital requirements are primarily comprised of ongoing payments originating from our acquisition program and capital expenditures, including those related to investments in our information technology systems. There are no material commitments and contingencies outstanding at March 31, 2001, other than certain estimated acquisition-related payments to be made in the future (e.g., earnout provisions, deferred consideration, indemnification payments, etc.). Our current ratio of 3.3 to 1.0 at March 31, 2001 was relatively consistent with the 3.2 to 1.0 in existence at December 31, 2000. On February 12, 2001, our Board of Directors declared a quarterly cash dividend of 2.25 cents per share for an indicated annual rate of 9 cents per share in 2001. Dividends of $2.1 million paid during the three months ended March 31, 2001 were consistent with those paid in the comparable prior year period. Dividends of $8.3 million paid during the year ended December 31, 2000 were comparable with the $8.2 million paid for the year ended December 31, 1999, and $1.5 million greater than the $6.8 million paid during the comparable 1998 period. We believe our sources of liquidity and capital are adequate for our ongoing operating needs. However, we may in the future, incur additional indebtedness or issue additional equity. We believe that, if needed, external sources of financing are readily available. OUTLOOK We derive approximately one-half of our revenues directly from government sources, principally Medicaid and to a lesser extent Medicare, and one-half from the private sector (including individual residents, third-party insurers and skilled nursing facilities). In recent years, Congress has passed a number of federal laws that have effected major changes in the health care system. The Balanced Budget Act of 1997 sought to achieve a balanced federal budget by, among other things, changing the reimbursement policies applicable to various health care providers through the introduction in 1998 of the Prospective Payment System for Medicare-eligible residents of skilled nursing facilities. Prior to the Prospective Payment System, skilled nursing facilities under Medicare received cost-based reimbursement. Under the Prospective Payment System, Medicare pays skilled nursing facilities a fixed fee per patient per day based upon the acuity level of the resident, covering substantially all items and services furnished during a Medicare-covered stay, including pharmacy services. The Prospective Payment System resulted in a significant reduction of reimbursement to skilled nursing facilities. Admissions of Medicare residents, particularly those requiring complex care, declined in many skilled nursing facilities due to concerns relating to the adequacy of reimbursement under the Prospective Payment System. This caused a weakness in Medicare census leading to a significant reduction of overall occupancy in the skilled nursing facilities we serve. This decline in occupancy and acuity levels adversely impacted our results beginning in 1999, as we experienced lower utilization of our services, coupled with the Prospective Payment System-related pricing pressure from our skilled nursing facility customers. In 1999, Congress enacted the 1999 Balanced Budget Refinement Act which gave skilled nursing facilities a 20% rate increase for high-acuity patients, and an overall 4% across the board increase in payments otherwise determined under the Balanced Budget Act of 1997 for all patients. These rate increases went into effect in April 2000 and have partially restored the reduction of reimbursement caused by the Prospective Payment System. In December 2000, the Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 was signed into law. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000, effective April 2001, will further increase 45

reimbursement by means of a 6.7% rate increase for certain high-acuity rehabilitation patients, a 16.66% across the board increase in the nursing component of the federal rate for all patients, and for fiscal year 2001, a 3.16% rate increase for all patients. While we expect that the impact of the Prospective Payment System on the long-term care industry will continue to affect Omnicare and its clients in 2001, it appears that the unfavorable operating trends attributable to the Prospective Payment System have begun to stabilize. Moreover, it is anticipated that both the 1999 Balanced Budget Refinement Act and Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 will help to improve the financial condition of skilled nursing facilities and motivate them to increase admissions, particularly of higher acuity residents. Demographic trends indicate that demand for long-term care will increase well into the middle of this century as the elderly population grows significantly. Moreover, those over 65 consume a disproportionately high level of health care services when compared with the under 65 population. There is widespread consensus that appropriate pharmaceutical care is generally considered the most cost-effective form of treatment for the chronic ailments afflicting the elderly and also one which is able to improve the quality of life. Further, the pace and quality of new drug development is yielding many promising new drugs targeted at the diseases of the elderly. These new drugs may be more expensive than older, less effective drug therapies due to rising research costs. However, they are significantly more effective in curing or ameliorating illness and in lowering overall health care costs by reducing among other things, hospitalizations, physician visits, nursing time and lab tests. These trends not only support long-term growth for the geriatric pharmaceutical industry but also containment of health care costs and the well being of the nation's growing elderly population. In order to fund this growing demand, we anticipate that the government and the private sector will continue to review, assess and possibly alter health care delivery systems and payment methodologies. While it is not possible to predict the effect of any further initiatives on our business, our management believes that our expertise in geriatric pharmaceutical care and pharmaceutical cost management position us to help meet the challenges of today's health care environment. Further, the rate of new drug discovery continues to accelerate fueled, in part, by the recently completed mapping of the human genome and the science and discoveries that will likely emanate from this project. Pharmaceutical manufacturers, in order to keep pace, will continue to turn to contract research organizations to assist them in accelerating drug research development and commercialization, providing a foundation for growth in our Contract Research Organization business. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We do not have any financial instruments held for trading purposes and do not hedge any of our market risks with derivative instruments. Our primary market risk exposure relates to interest rate risk exposure through our borrowings. Our debt obligations at March 31, 2001 include $60.0 million outstanding under our three-year, $495.0 million variable-rate Revolving Credit Facility at an interest rate of LIBOR plus 1.375%, or 6.5% at March 31, 2001 (a one-hundred basis point change in the interest rate would impact pretax interest expense by approximately $0.2 million per quarter); $375.0 million outstanding under the notes; and $345.0 million outstanding under convertible subordinated debentures due in 2007 ('Convertible Debentures'), which accrue interest at a fixed rate of 5.0%. The fair value of our Revolving Credit Facility approximates its carrying value, and the fair value of the Convertible Debentures and the notes is $302.3 million and $384.4, million, respectively, at March 31, 2001. On April 17, 2001 we increased the capacity of our $495.0 million variable-rate, revolving line of credit facility to $500.0 million. 46

BUSINESS BACKGROUND We are a leading provider of pharmacy services to long-term care institutions such as skilled nursing facilities, assisted living facilities and other institutional health care facilities. We also provide comprehensive clinical research for the pharmaceutical and biotechnology industries. We operate in two business segments. The largest segment, Pharmacy Services, provides distribution of pharmaceuticals, related pharmacy consulting, data management services and medical supplies to long-term care facilities. Pharmacy Services purchases, repackages and dispenses pharmaceuticals, both prescription and non-prescription, and provides computerized medical record-keeping and third-party billing for residents in such facilities. We also provide consultant pharmacist services, including evaluating residents' drug therapy, monitoring the control, distribution and administration of drugs within the nursing facility and assisting in compliance with state and federal regulations. In addition, we provide ancillary services, such as infusion therapy and dialysis, distribute medical supplies and offer clinical and financial software information systems to our client long-term care facilities. At December 31, 2000, we provided these services to approximately 636,500 residents in approximately 8,400 long-term care facilities in 43 states. The Pharmacy Services segment provides no services outside of the United States. Our other business segment is Contract Research Organization Services. Contract Research Organization Services is a leading international provider of comprehensive product development and research services to client companies in the pharmaceutical, biotechnology, medical device and diagnostics industries, and as of December 31, 2000, operated in 23 countries around the world. Financial information regarding our business segments is presented in the notes to our consolidated financial statements. PHARMACY SERVICES We purchase, repackage and dispense prescription and non-prescription medication in accordance with physician orders and deliver such prescriptions to the nursing facility for administration to individual residents by the facility's nursing staff. We typically service nursing homes within a 150-mile radius of our pharmacy locations. We maintain a 24-hour, seven-day per week, on-call pharmacist service for emergency dispensing and delivery or for consultation with the facility's staff or the resident's attending physician. Upon receipt of a prescription, the relevant resident information is entered into our computerized dispensing and billing systems. At that time, the dispensing system checks the prescription for any potentially adverse drug interactions or resident sensitivity. When required and/or specifically requested by the physician or patient, branded drugs are dispensed; generic drugs are substituted in accordance with applicable state and federal laws and as requested by the physician or resident. We also provide therapeutic interchange, with physician approval, in accordance with our pharmaceutical care guidelines. See 'The Omnicare Guidelines'r' below for further discussion. We provide a 'unit dose' distribution system. Most of our prescriptions are filled utilizing specialized unit-of-use packaging and delivery systems. Maintenance medications are typically provided in 30-day supplies utilizing either a box unit dose system or unit dose punch card system. We believe the unit dose system, preferred over the bulk delivery systems employed by retail pharmacies, improves control over drugs in the nursing facility and improves resident compliance with drug therapy by increasing the accuracy and timeliness of drug administration. Integral to our drug distribution system is our computerized medical records and documentation system. We provide to the facility computerized medication administration records and physician's order sheets and treatment records for each resident. Data extracted from these computerized records is also formulated into monthly management reports on resident care and quality assurance. We believe the computerized documentation system, in combination with the unit dose drug delivery system, results in greater efficiency in nursing time, improved control, reduced drug waste in the facility and lower error rates in both dispensing and administration. We believe these benefits improve drug efficacy and result in fewer drug-related hospitalizations. 47

CONSULTANT PHARMACIST SERVICES Federal and state regulations mandate that long-term care facilities, in addition to providing a source of pharmaceuticals, retain consultant pharmacist services to monitor and report on prescription drug therapy in order to maintain and improve the quality of resident care. The Omnibus Budget Reconciliation Act implemented in 1990 seeks to further upgrade and standardize care by setting forth more stringent standards relating to planning, monitoring and reporting on the progress of prescription drug therapy as well as facility-wide drug usage. We provide consultant pharmacist services which help clients comply with the federal and state regulations applicable to nursing homes. The services offered by our consultant pharmacists include: comprehensive, monthly drug regimen reviews for each resident in the facility to assess the appropriateness and efficacy of drug therapies, including a review of the resident's medical records, monitoring drug reactions to other drugs or food, monitoring lab results and recommending alternate therapies or discontinuing unnecessary drugs; participation on the pharmacy and therapeutics, quality assurance and other committees of client facilities as well as periodic involvement in staff meetings; monitoring and monthly reporting on facility-wide drug usage; development and maintenance of pharmaceutical policy and procedures manuals; and assistance to the nursing facility in complying with state and federal regulations as they pertain to patient care. We have also developed a proprietary software system for the use of our consultant pharmacists. The system, called OSC2OR'r' (Omnicare System of Clinical and Cost Outcomes Retrieval), enables our pharmacists not only to perform their above described functions efficiently but also provides the platform for consistent data retrieval for outcomes research and management. Additionally, we offer a specialized line of consulting services which help long-term care facilities to enhance care and reduce and contain costs as well as to comply with state and federal regulations. Under this service line, we provide: data required for the Omnibus Budget Reconciliation Act ('OBRA') and other regulatory purposes, including reports on psychotropic drug usage (chemical restraints), antibiotic usage (infection control) and other drug usage; plan of care programs which assess each patient's state of health upon admission and monitor progress and outcomes using data on drug usage as well as dietary, physical therapy and social service inputs; counseling related to appropriate drug usage and implementation of drug protocols; on-site educational seminars for the nursing facility staff on topics such as drug information relating to clinical indications, adverse drug reactions, drug protocols and special geriatric considerations in drug therapy, and information and training on intravenous drug therapy and updates on OBRA and other regulatory compliance issues; mock regulatory reviews for nursing staffs; and nurse consultant services and consulting for dietary, social services and medical records. THE OMNICARE GUIDELINES'r' In June 1994, to enhance the pharmaceutical care management services that we offer, we introduced to our client facilities and their attending physicians the Omnicare Guidelines'r' which we believe is the first clinically-based formulary for the elderly residing in long-term care institutions. The Omnicare Guidelines'r' presents an analysis ranking specific drugs in therapeutic classes as preferred, acceptable or unacceptable based solely on their disease-specific clinical effectiveness in treating the elderly in long-term care facilities. The formulary takes into account such factors as pharmacology, safety and toxicity, efficacy, drug administration, quality of life and other considerations specific to the frail elderly population residing in facilities. The clinical evaluations and rankings were developed exclusively for us by the Philadelphia 48

College of Pharmacy, an academic institution recognized for its expertise in geriatric long-term care. In addition, the Omnicare Guidelines'r' provides relative cost information comparing the prices of the drugs to patients, their insurers or other payors of the pharmacy bill. As the Omnicare Guidelines'r' focuses on health benefits, rather than solely on cost, in assigning rankings, we believe that use of the Omnicare Guidelines'r' assists physicians in making the best clinical choices of drug therapy for the patient at the lowest cost to the payor of the pharmacy bill. Accordingly, we believe that the development of and compliance with the Omnicare Guidelines'r' is important in lowering costs for skilled nursing facilities operating under the federal government's Prospective Payment System. HEALTH AND OUTCOMES MANAGEMENT We have expanded upon the data in the Omnicare Guidelines'r' to develop health and outcomes management programs targeted at major categories of disease commonly found in the elderly, such as congestive heart failure, osteoporosis and atrial fibrillation. Such programs seek to identify patients who may be candidates for more clinically efficacious drug therapy and to work with physicians to optimize pharmaceutical care for these geriatric patients. We believe these programs enhance the quality of care of elderly patients while reducing costs to the health care system which arise from the adverse outcomes of sub-optimal or inappropriate drug therapy. OUTCOMES-BASED ALGORITHM TECHNOLOGY Combining data provided by our proprietary systems, the Omnicare Guidelines'r' and health management programs, our pharmacists seek to determine the best clinical and most cost-effective drug therapies and make recommendations for the most appropriate pharmaceutical treatment. Since late 1997, we have augmented their efforts with the development of proprietary, outcomes-based algorithm technology which electronically screens and identifies patients at risk for certain diseases and assists in determining treatment protocols. This system combines pharmaceutical, clinical, care planning and research data, and screens such data through approximately 3,000 diseased-based algorithms, allowing our pharmacists to make recommendations to improve the effectiveness of drug therapy in seniors, including identifying potentially underdiagnosed and undertreated conditions. ANCILLARY SERVICES We provide the following ancillary products and services to long-term care facilities: Infusion Therapy Products and Services. With cost containment pressures in health care, skilled nursing facilities and nursing facilities are called upon to treat moderately acute but stabilized patients that would otherwise be treated in the more costly hospital environment, provided that the nursing staff and pharmacy are capable of supporting higher degrees of acuity. We provide infusion therapy support services for such client facilities and, to a lesser extent, hospice and home care patients. Infusion therapy consists of the product (a nutrient, antibiotic, chemotherapy or other drugs in solution) and the intravenous administration of the product. We prepare the product to be administered using proper equipment in a sterile environment and then deliver the product to the nursing home for administration by the nursing staff. Proper administration of intravenous ('IV') drug therapy requires a highly trained nursing staff. Our consultant pharmacists and nurse consultants operate an education and certification program on IV therapy to assure proper staff training and compliance with regulatory requirements in client facilities offering an IV program. By providing an infusion therapy program, we enable our client skilled nursing facilities and nursing facilities to admit and retain patients who otherwise would need to be cared for in an acute-care facility. The most common infusion therapies we provide are total parenteral nutrition, antibiotic therapy, chemotherapy, pain management and hydration. Dialysis Services. We offer comprehensive dialysis services onsite in client long-term care facilities for those residents with kidney failure or end stage renal disease. We offer both hemodialysis and peritoneal dialysis for residents who would otherwise be required to be transported to an off-site clinic for 49

dialysis treatment multiple times per week. Our onsite service eliminates travel for the resident which can often be a disruptive and traumatic activity. For our facility clients our dialysis services significantly reduce transportation and staffing costs while providing added capability so that the available populations of patients it can serve increases. Wholesale Medical Supplies/Medicare Part B Billing. We distribute disposable medical supplies, including urological, ostomy, nutritional support and wound care products and other disposables needed in the nursing home environment. In addition, we provide direct Medicare billing services for certain of these product lines for patients eligible under the Medicare Part B program. As part of this service, we determine patient eligibility, obtain certifications, order products and maintain inventory on behalf of the nursing facility. We also contract to act as billing agent for certain nursing homes that supply these products directly to the patient. Other Services. We also provide clinical care plan and financial information systems to our client facilities to assist them in determining appropriate care as well as in predicting and tracking costs. We also offer respiratory therapy products and durable medical equipment. We continue to review the expansion of these as well as other products and services that may further enhance the ability of our client skilled nursing facilities and nursing facilities to care for their patients in a cost-effective manner. CONTRACT RESEARCH ORGANIZATION SERVICES Our Contract Research Organization Services segment provides comprehensive product development services globally to client companies in the pharmaceutical, biotechnology, medical devices and diagnostics industries. Contract Research Organization Services provides support for the design of regulatory strategy and clinical development (phases I through IV) of pharmaceuticals by offering comprehensive and fully integrated clinical, quality assurance, data management, medical writing and regulatory support for our clients' drug development programs. Contract Research Organization Services also provides pharmaceutics services, in parallel with the stages described above. This process involves product dose form development, including the formulation of placebo and active drug, clinical manufacturing and process development for commercial manufacturing, the development of analytical methodology, execution of a high number of analytical tests, as well as stability testing and clinical packaging. As of December 31, 2000, including the conduct of business in the United States, Contract Research Organization Services operated in 23 countries. We believe that our involvement in the Contract Research Organization business is a logical adjunct to our core institutional pharmacy business and will serve to leverage our assets and strengths, including our access to a large geriatric population and our ability to collect data for health and outcomes management. We believe such assets and strengths will be of significant value in developing new drugs targeted at diseases of the elderly and in meeting the Food and Drug Administration's geriatric dosing and labeling requirements for all prescription drugs provided to the elderly, as well as in documenting health outcomes to payors and plan sponsors in a managed care environment. PRODUCT AND MARKET DEVELOPMENT Our Pharmacy Services and Contract Research Organization Services businesses engage in a continuing program for the development of new services and for marketing these services. While new service and new market development are important factors for the growth of these businesses, we do not expect that any new service or marketing efforts, including those in the developmental stage, will require the investment of a significant portion of our assets. MATERIALS/SUPPLY We purchase pharmaceuticals through a wholesale distributor with whom we have a prime vendor contract, at prices based primarily upon contracts negotiated by us directly with pharmaceutical manufacturers. We also are a member of industry buying groups which contract with manufacturers for discounted prices based on volume which are passed through to us by our wholesale distributor. We have numerous sources of supply available to us and have not experienced any difficulty in obtaining pharmaceuticals or other products and supplies used in the conduct of our business. 50

PATENTS, TRADEMARKS, AND LICENSES Our business operations are not dependent upon any material patents, trademarks or licenses. SEASONALITY Our business operations are not significantly impacted by seasonality. INVENTORIES We seek to maintain adequate on-site inventories of pharmaceuticals and supplies to ensure prompt delivery service to our customers. Our primary wholesale distributor also maintains local warehousing in most major geographic markets in which we operate. COMPETITION By its nature, the long-term care pharmacy business is highly regionalized and, within a given geographic region of operations, highly competitive. We are the nation's largest independent provider of pharmaceuticals and related pharmacy services to long-term care institutions such as skilled nursing facilities, assisted living facilities, retirement centers and other institutional health facilities. In the geographic regions we serve, we compete with numerous local retail pharmacies, local and regional institutional pharmacies and pharmacies owned by long-term care facilities. We compete in these markets on the basis of quality, cost-effectiveness and the increasingly comprehensive and specialized nature of our services, along with the clinical expertise, pharmaceutical technology and professional support we offer. Our Contract Research Organization business competes against other full-service Contract Research Organizations and client internal resources. The Contract Research Organization industry is highly fragmented with a number of full-service Contract Research Organizations and many small, limited-service providers, some of which serve only local markets. Clients choose a Contract Research Organization based on, among other reasons, reputation, references from existing clients, the client's relationship with the Contract Research Organization, the Contract Research Organization's experience with the particular type of project and/or therapeutic area of clinical development, the Contract Research Organization's ability to add value to the client's development plan, the Contract Research Organization's financial stability and the Contract Research Organization's ability to provide the full range of services required by the client. We believe that we compete favorably in these respects. BACKLOG Our Contract Research Organization Services segment reports backlog based on anticipated net revenue from uncompleted projects that have been authorized by the customer, through signed contracts, letter agreements and certain verbal commitments. Once work begins on a project, net revenue is recognized over the duration of the project. Using this method of reporting backlog, at December 31, 2000, backlog was approximately $187.7 million, as compared to approximately $146.5 million at December 31, 1999. We believe that backlog may not be a consistent indicator of future results because it can be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years. Additionally, projects may be terminated by the customer or delayed by regulatory authorities. Moreover, the scope of work can change during the course of a project. CUSTOMERS At December 31, 2000, our Pharmacy Services segment served 636,500 residents in approximately 8,400 long-term care facilities and other institutional health care settings. Our Contract Research Organization Services segment serves a broad range of clients, including most of the major multinational pharmaceutical and many of the major biotechnology companies as well as smaller companies in the pharmaceutical and biotechnology industries. 51

No single client comprised more than 10% of consolidated revenues during 1999 or 2000. Our business would not be materially or adversely affected by the loss of any one customer or small group of customers. GOVERNMENT REGULATION Institutional pharmacies, as well as the long-term care facilities they serve, are subject to extensive federal, state and local regulation. These regulations cover required qualifications, day-to-day operations, reimbursement and the documentation of activities. In addition, our Contract Research Organization Services are subject to substantial regulation, both domestically and abroad. We continuously monitor the effects of regulatory activity on our operations. Licensure, Certification and Regulation. States generally require that companies operating a pharmacy within the state be licensed by the state board of pharmacy. We currently have pharmacy licenses for each pharmacy we operate. In addition, we currently deliver prescription products from our licensed pharmacies to four states in which we do not operate a pharmacy. These states regulate out-of-state pharmacies, however, as a condition to the delivery of prescription products to patients in these states. Our pharmacies hold the requisite licenses applicable in these states. In addition, our pharmacies are registered with the appropriate state and federal authorities pursuant to statutes governing the regulation of controlled substances. Client long-term care facilities are also separately required to be licensed in the states in which they operate and, if serving Medicare or Medicaid patients, must be certified to be in compliance with applicable program participation requirements. Client facilities are also subject to the nursing home reforms of the Omnibus Budget Reconciliation Act of 1987, which imposed strict compliance standards relating to quality of care for nursing home operations, including vastly increased documentation and reporting requirements. In addition, pharmacists, nurses and other health care professionals who provide services on our behalf are in most cases required to obtain and maintain professional licenses and are subject to state regulation regarding professional standards of conduct. Federal and State Laws Affecting the Repackaging, Labeling, and Interstate Shipping of Drugs. Federal and state laws impose certain repackaging, labeling, and package insert requirements on pharmacies that repackage drugs for distribution beyond the regular practice of dispensing or selling drugs directly to patients at retail outlets. A drug repackager must register with the Food and Drug Administration as a manufacturing establishment, and is subject to Food and Drug Administration inspection for compliance with relevant good manufacturing practices. We hold all required registrations and licenses, and we believe our repackaging operations are in compliance with applicable state and federal good manufacturing practices requirements. In addition, we believe we comply with all relevant requirements of the Prescription Drug Marketing Act for the transfer and shipment of pharmaceuticals. State Laws Affecting Access to Services. Some states have enacted 'freedom of choice' or 'any willing provider' requirements as part of their state Medicaid programs or in separate legislation. These laws and regulations may prohibit a third-party payor from restricting the pharmacies from which their participants may purchase pharmaceuticals. Similarly, these laws may preclude a nursing facility from requiring their patients to purchase pharmacy or other ancillary medical services or supplies from particular providers that deal with the nursing home. Such limitations may increase the competition which we face in providing services to nursing facility residents. Medicare and Medicaid. The nursing home pharmacy business has long operated under regulatory and cost containment pressures from state and federal legislation primarily affecting Medicaid and, to a lesser extent, Medicare. As is the case for nursing home services generally, we receive reimbursement from the Medicaid and Medicare programs, directly from individual residents (private pay), and from other payors such as third-party insurers. We believe that our reimbursement mix is in line with nursing home expenditures nationally. For the year ended December 31, 2000, our payor mix was approximately as follows: 46% private pay and long-term care facilities (including payments from skilled nursing facilities on behalf of their Medicare-eligible residents), 43% Medicaid, 3% Medicare (including direct billing for medical supplies) and 8% other private sources (including the Contract Research Organization business). 52

For those patients who are not covered by government-sponsored programs or private insurance, we generally directly bill the patient or the patient's responsible party on a monthly basis. Depending upon local market practices, we may alternatively bill private patients through the nursing facility. Pricing for private pay patients is based on prevailing regional market rates or 'usual and customary' charges. The Medicaid program is a cooperative federal-state program designed to enable states to provide medical assistance to aged, blind, or disabled individuals, or members of families with dependent children whose income and resources are insufficient to meet the costs of necessary medical services. State participation in the Medicaid program is voluntary. To become eligible to receive federal funds, a state must submit a Medicaid 'state plan' to the Secretary of the Department of Health and Human Services for approval. The federal Medicaid statute specifies a variety of requirements which the state plan must meet, including requirements relating to eligibility, coverage of services, payment and administration. Federal law and regulations contain a variety of requirements relating to the furnishing of prescription drugs under Medicaid. First, states are given authority, subject to certain standards, to limit or specify conditions for the coverage of particular drugs. Second, federal Medicaid law establishes standards affecting pharmacy practice. These standards include general requirements relating to patient counseling and drug utilization review and more specific standards for skilled nursing facilities and nursing facilities relating to drug regimen reviews for Medicaid patients in such facilities. Recent regulations clarify that, under federal law, a pharmacy is not required to meet the general requirements for drugs dispensed to nursing facility residents if the nursing facility complies with the drug regimen review standards. However, the regulations indicate that states may nevertheless require pharmacies to comply with the general requirements, regardless of whether the nursing facility satisfies the drug regimen review requirement, and the states in which we operate currently do require our pharmacies to comply with these general standards. Third, federal regulations impose certain requirements relating to reimbursement for prescription drugs furnished to Medicaid patients. Among other things, regulations establish 'upper limits' on payment levels. In addition to requirements imposed by federal law, states have substantial discretion to determine administrative, coverage, eligibility and payment policies under their state Medicaid programs that may affect our operations. For example, some states have enacted 'freedom of choice' requirements that may prohibit a nursing facility from requiring residents to purchase pharmacy or other ancillary medical services or supplies from particular providers that deal with the nursing home. Such limitations may increase the competition that we face in providing services to nursing facility patients. The Medicare program is a federally funded and administered health insurance program for individuals age 65 and over or who are disabled. The Medicare program consists of three parts: Part A, which covers, among other things, inpatient hospital, skilled nursing facility, home health care and certain other types of health care services; Medicare Part B, which covers physicians' services, outpatient services, items and services provided by medical suppliers, and a limited number of specifically designated prescription drugs; and Medicare Part C, established by the Balanced Budget Act of 1997, which generally allows beneficiaries to enroll in additional types of Managed Care programs beyond the traditional Medicare fee for service program. Part C is generally referred to as 'Medicare+ Choice.' Many Medicare beneficiaries are being served through such Medicare+ Choice organizations. In addition to the limited Medicare coverage for specified products described above, some Medicare+ Choice organizations providing health care benefits to Medicare beneficiaries offer expanded drug coverage. The Medicare program establishes certain requirements for participation of providers and suppliers in the Medicare program. Pharmacies are not subject to such certification requirements. Skilled nursing facilities and suppliers of medical equipment and supplies, however, are subject to specified standards. Failure to comply with these requirements and standards may adversely affect an entity's ability to participate in the Medicare program and receive reimbursement for services provided to Medicare beneficiaries. Medicare and Medicaid providers and suppliers are subject to inquiries or audits to evaluate their compliance with requirements and standards set forth under these government-sponsored programs. Such audits and inquiries, as well as our own internal compliance programs, from time to time have identified overpayment and other billing errors resulting in repayment or self-reporting. We believe that our billing practices materially comply with applicable state and federal requirements. However, there can be no assurance that such requirements will not be interpreted in the future in a manner inconsistent with our interpretation and application. 53

The Medicare and Medicaid programs are subject to statutory and regulatory changes, retroactive and prospective rate adjustments, administrative rulings, executive orders and freezes and funding reductions, all of which may adversely affect our business. There can be no assurance that payments for pharmaceutical supplies and services under the Medicare and Medicaid programs will continue to be based on current methodologies or remain comparable to present levels. In this regard, we may be subject to rate reductions as a result of federal budgetary or other legislation related to the Medicare and Medicaid programs. In addition, various state Medicaid programs periodically experience budgetary shortfalls which may result in Medicaid payment reductions and delays in payment to us. In addition, the failure, even if inadvertent, of our and/or our client institutions to comply with applicable reimbursement regulations could adversely affect our business. Additionally, changes in such reimbursement programs or in regulations related thereto, such as reductions in the allowable reimbursement levels, modifications in the timing or processing of payments and other changes intended to limit or decrease the growth of Medicaid and Medicare expenditures, could adversely affect our business. Referral Restrictions. We are subject to federal and state laws which govern financial and other arrangements between health care providers. These laws include the federal anti-kickback statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration directly or indirectly in return for or to induce the referral of an individual to a person for the furnishing of any item or service for which payment may be made in whole or in part under federal health care programs. Many states have enacted similar statutes which are not necessarily limited to items and services for which payment is made by federal health care programs. Violations of these laws may result in fines, imprisonment, and exclusion from the federal programs or other state-funded programs. Federal and state court decisions interpreting these statutes are limited, but have generally construed the statutes to apply if 'one purpose' of remuneration is to induce referrals or other conduct within the statute. Federal regulations establish 'safe harbors,' which give immunity from criminal or civil penalties under the federal anti-kickback statute to parties meeting all of the safe harbor requirements. While the failure to satisfy all criteria for a safe harbor does not mean that an arrangement violates the statute, it may subject the arrangement to review by the Health and Human Resources Office of Inspector General, which is charged with enforcing the federal anti-kickback statute. In response to requests the Office of Inspector General issues written advisory opinions regarding the applicability of certain aspects of the anti-kickback statute to specific arrangements or proposed arrangements. Advisory opinions are binding as to the Secretary and the party requesting the opinion. The Office of Inspector General issues 'Fraud Alerts' identifying certain questionable arrangements and practices which it believes may implicate the federal anti-kickback statute. The Office of Inspector General has issued a Fraud Alert providing its views on certain joint venture and contractual arrangements between health care providers. The Office of Inspector General also issued a Fraud Alert concerning prescription drug marketing practices that could potentially violate the federal statute. Pharmaceutical marketing activities may implicate the federal anti-kickback statute because drugs are often reimbursed under the Medicaid program and, to a lesser extent, under the Medicare program. According to the Fraud Alert, examples of practices that may implicate the statute include certain arrangements under which remuneration is made to pharmacists to recommend the use of a particular pharmaceutical product. The Ethics in Patient Referrals Act ('Stark I'), effective January 1, 1992, generally prohibits physicians from referring Medicare patients to clinical laboratories for testing if the referring physician (or a member of the physician's immediate family) has a 'financial relationship,' through ownership or compensation with the laboratory. The Omnibus Budget Reconciliation Act of 1993 contains provisions commonly known as 'Stark II' expanding Stark I by prohibiting physicians from referring Medicare and Medicaid patients to an entity with which a physician has a 'financial relationship' for the furnishing of certain items set forth in a list of 'designated health services,' including outpatient prescription drugs, durable medical equipment, enteral supplies and equipment and other services. Subject to certain exceptions, if such a financial relationship exists, the entity is generally prohibited from claiming payment for such services under the Medicare or Medicaid programs, and civil monetary penalties may be assessed for each prohibited claim submitted. 54

On January 4, 2001, the Health Care Financing Administration released the first part of the Stark II final rule. This final rule is divided into two phases. Phase I focuses on the provisions related to prohibited referrals, the general exception to ownership and compensation arrangement prohibitions and the related definitions. Most of Phase I of the rulemaking will become effective January 4, 2002. Phase II will cover the remaining portions of the statute, including those pertaining to Medicaid. Phase I of the final rule eases certain of the restrictions in the proposed rule. The final rule also, among other things: recognizes an exception for referrals for residents covered under a Part A skilled nursing facility stay; conforms certain physician supervision requirements to the Health Care Financing Administration coverage and payment policies for the specific services; clarifies the definitions of designated health services and indirect financial relationships; and creates new exceptions for indirect compensation arrangements and fair market value transactions. Other provisions in the Social Security Act and in other federal and state laws authorize the imposition of penalties, including criminal and civil fines and exclusions from participation in Medicare and Medicaid, for false claims, improper billing and other offenses. In addition, a number of states have undertaken enforcement actions against pharmaceutical manufacturers involving pharmaceutical marketing programs, including programs containing incentives to pharmacists to dispense one particular product rather than another. These enforcement actions arose under state consumer protection laws which generally prohibit false advertising, deceptive trade practices, and the like. We believe our contract arrangements with other health care providers, our pharmaceutical suppliers and our pharmacy practices are in compliance with applicable federal and state laws. There can be no assurance that such laws will not, however, be interpreted in the future in a manner inconsistent with our interpretation and application. Health Care Reform and Federal Budget Legislation. In recent years, federal legislation has resulted in major changes in the health care system, and included other provisions which could significantly affect healthcare providers, either nationally or at the state level. The Balanced Budget Act of 1997 signed into law on August 5, 1997, sought to achieve a balanced federal budget by, among other things, reducing federal spending on the Medicare and Medicaid programs. With respect to Medicare, the law mandates establishment of the Prospective Payment System for skilled nursing facilities under which facilities are paid a federal per diem rate for virtually all covered skilled nursing facility services, including ancillary services such as pharmacy. Payment is determined by one of 44 resource utilization group categories. The Prospective Payment System was implemented for cost reporting periods beginning on or after July 1, 1998. Prior to the Prospective Payment System, skilled nursing facilities under Medicare received cost-based reimbursement. In the Conference Report accompanying the Balanced Budget Act of 1997, the conferees specifically noted that, to ensure that the frail elderly residing in skilled nursing facilities receive needed and appropriate medication therapy, the Secretary of the Department of Health and Human Services is to consider, as part of the Prospective Payment System for skilled nursing facilities, the results of studies conducted by independent organizations, including those which examine appropriate payment mechanism and payment rates for medications therapy, and develop case mix adjustments that reflect the needs of such patients. With respect to Medicare suppliers, the Balanced Budget Act of 1997 also imposes limits on annual updates in payments to Medicare skilled nursing facilities for routine services, and institutes consolidated billing for items and services furnished to skilled nursing facility residents in a Medicare Part A covered stay and services for all non-physician Part B items and services for skilled nursing facility residents no longer eligible for Part A skilled nursing facility care. While this provision was to become effective July 1, 1998, it was delayed indefinitely and administratively. (Later, this provision was repealed except for services furnished to residents in a Part A skilled nursing facility stay and to therapy services covered under Part B below.) The Balanced Budget Act of 1997 also imposed numerous other cost savings measures affecting Medicare skilled nursing facility services. On November 29, 1999, Congress enacted the 1999 Balanced Budget Refinement Act which was designed to mitigate the effects of the Balanced Budget Act of 1997. The 1999 Balanced Budget Refinement Act allows skilled nursing facilities to choose to receive the full federal Prospective Payment System rates on or after December 15, 1999 (based upon the fiscal year-end 55

of the skilled nursing facility) rather than participating in the three-year transition period. Also, effective April 1, 2000, the 1999 Balanced Budget Refinement Act temporarily increased the Prospective Payment System per diem rates by 20% for 15 patient acuity categories, including medically complex patients with generally higher pharmacy costs, pending appropriate revisions to the Prospective Payment System. The increases will continue until the Health Care Financing Administration implements a refined Resource Utilization Group system that better accounts for medically-complex patients. The revised rates may be more or less than the temporary 20% increase under the 1999 Balanced Budget Refinement Act. The 1999 Balanced Budget Refinement Act also provides for a 4% increase in payments otherwise determined under the Balanced Budget Act of 1997 for all patient acuity categories for fiscal years 2001 and 2002 (in addition to the 20% increase in the 15 high acuity categories). We believe these changes should improve the financial condition of skilled nursing facilities and provide incentives to increase occupancy and Medicare admissions, particularly among the more acutely ill. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000, signed into law December 21, 2000, includes provisions designed to further mitigate the effects of reimbursement cuts contained in the Balanced Budget Act of 1997. Among other things, the Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 eliminates the scheduled reduction in the skilled nursing facility market basket update in fiscal year 2001, implemented in two phases. Specifically, the update rate for October 1, 2000 through March 31, 2001 is the market basket index ('MBI') increase minus 1 percentage point; the update for the period April 1, 2001 through September 30, 2001 is the MBI increase plus 1 percentage point. This increase will not be included when determining payment rates for the subsequent period. In fiscal years 2002 and 2003, payment updates will equal the MBI increase minus 0.5 percentage point. Temporary increases in the federal per diem rates under the 1999 Balanced Budget Refinement Act will be in addition to these payment increases. Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 also increases payment for the nursing component of each Resource Utilization Group category by 16.66% for services furnished after April 1, 2001 and before October 1, 2002. Moreover, the Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 further refines the consolidated billing requirements. Specifically, effective January 1, 2001, the law limits consolidated billing requirements to items and services furnished to skilled nursing facility residents in a Medicare Part A covered stay and to therapy services covered under Part B. In other words, for residents not covered under a Part A stay, skilled nursing facilities may choose to bill for non-therapy Part B services and supplies, or they may elect to have suppliers continue to bill Medicare directly for these services. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 also modifies the treatment of the rehabilitation patient categories to ensure that Medicare payments for skilled nursing facility residents with 'ultra high' and 'high' rehabilitation therapy needs are appropriate in relation to payments for residents needing 'medium' or 'low' levels of therapy. Specifically, effective for services furnished on or after April 1, 2001 and before implementation of the refined Resource Utilization Group system (discussed above), the law increases by 6.7% the federal per diem payments for 14 rehabilitation categories, effective April 1, 2001. The 20% additional payment under the 1999 Balanced Budget Refinement Act for three rehabilitation categories is removed to make this provision budget neutral. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 also permits the Secretary of the Department of Health and Human Services to establish a process for geographic reclassification of skilled nursing facilities based upon the method used for inpatient hospitals. The Balanced Budget Act of 1997 also mandates that suppliers obtain a surety bond as a condition of issuance or renewal of a Medicare Part B supplier number. In January 1998, new rules were proposed to establish additional supplier standards, including the requirement to obtain a surety bond. Under the proposal, a supplier would be required to obtain a surety bond for each tax identification number for which it has a Medicare supplier number. In October 2000, the Health Care Financing Administration issued final supplier standards, which expanded certain operational requirements for suppliers. In the final rule, the Health Care Financing Administration decided to delay the surety bond rule pending 'extensive changes' to this requirement. The Health Care Financing Administration states that it will consider public comments received on the surety bond, primarily relating to costs, along with its experience with surety bonds for home health agencies and the General Accounting Office study of Medicare surety bonds, when it issues a proposed rule on 56

surety bonds in the future. Until the Health Care Financing Administration issues a final rule on this provision, there is no surety bond requirement for suppliers. With respect to Medicaid, the Balanced Budget Act of 1997 repealed the 'Boren Amendment' federal payment standard for Medicaid payments to Medicaid nursing facilities effective October 1, 1997, giving states greater latitude in setting payment rates for such facilities. There can be no assurance that budget constraints or other factors will not cause states to reduce Medicaid reimbursement to nursing facilities or that payments to nursing facilities will be made on a timely basis. The law also grants states greater flexibility to establish Medicaid managed care programs without the need to obtain a federal waiver. Although these waiver projects generally exempt institutional care, including NF and institutional pharmacy services, no assurances can be given that these programs ultimately will not change the reimbursement system for long-term care, including pharmacy services, from fee-for-service to managed care negotiated or capitated rates. Our operations have not been adversely affected in states with managed care programs in effect. We are unable to predict what impact, if any, future Medicaid managed care systems might have on our operations. On January 12, 2001, the Secretary of the Department of Health and Human Services issued final regulations to implement changes to the Medicaid 'upper payment limit' requirements. The purpose of the rule is to stop states from using certain accounting techniques to inappropriately obtain extra federal Medicaid matching funds that are not necessarily spent on health care services for Medicaid beneficiaries. Although the rule will be phased in over eight years to reduce the adverse impact on certain states, the rule eventually could result in decreased federal funding to state Medicaid programs, which, in turn, could prompt certain states to reduce Medicaid reimbursements to providers, such as our client nursing facilities and us. Although it is unclear what the long-term impact of the Prospective Payment System will be, since implementation the impact of the Prospective Payment System has been evidenced by an erosion of census for some facilities, lower acuity levels of residents in some nursing homes, lower pricing and an unfavorable payor mix for us. While we expect that the impact of the Prospective Payment System on the long-term care industry will continue to affect us and our clients, it appears that the unfavorable operating trends experienced to date have begun to stabilize. We anticipate that federal and state governments will continue to review and assess alternate health care delivery systems, payment methodologies and operational requirements for health care providers including protection of confidential patient information. It is not possible to predict the effect of elements of potential legislation or regulation, or the interpretation or administration of such legislation or regulation, including the adequacy and timeliness of payment to or costs required to be incurred by client facilities, on our business. Accordingly, there can be no assurance that any such future health care legislation or regulation will not adversely affect our business. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 also clarifies the Health Care Financing Administration policy with regard to coverage of drugs and biologicals, and addresses certain payment issues. Among other things, the Act specifies that payment for drugs under Part B must be made on the basis of assignment. In other words, the provider must accept the Medicare fee schedule amount as payment in full; beneficiaries are not liable for any out-of-pocket costs other than standard deductible and coinsurance payments. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 also mandates a study by the General Accounting Office on payment for drugs and biologicals under Medicare Part B, and requires the General Accounting Office to report to Congress and the Secretary of the Department of Health and Human Services within nine months of enactment on specific recommendations for revised payment methodologies. The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 also addresses the Health Care Financing Administration's attempts to modify the calculation of average wholesale prices of drugs, upon which Medicare and Medicaid reimbursement is based. The federal government has been actively investigating whether pharmaceutical manufacturers have been manipulating average wholesale prices. In May 2000, the Health Care Financing Administration proposed using new Department of Justice pricing data for updating Medicare payment allowances for drugs and biologicals, although the Health Care Financing Administration withdrew this proposal in November 2000, citing the likelihood of Congressional action in this area. The Act establishes a temporary moratorium on direct or indirect 57

reductions (but not increases) in payment rates in effect on January 1, 2001, until the Secretary reviews the General Accounting Office report. It is uncertain at this time what additional health care reform initiatives, including a Medicare prescription drug benefit, if any, will be implemented, or whether there will be other changes in the administration of governmental health care programs or interpretations of governmental policies or other changes affecting the health care system. There can be no assurance that future health care or budget legislation or other changes will not have an adverse effect on our business. Contract Research Organization Service. The preclinical, clinical, manufacturing, analytical and clinical trial supply services performed by our Contract Research Organization Services are subject to various regulatory requirements designed to ensure the quality and integrity of the data or products of these services. The industry standard for conducting preclinical and laboratory testing is embodied in the good laboratory practice and Investigational New Drugs regulations administered by the Food & Drug Administration. Research conducted at institutions supported by funds from the National Institutes of Health must also comply with multiple project assurance agreements and guidelines administered by the National Institute of Health and the Health and Human Services Office of Research Protection. The requirements for facilities engaging in pharmaceutical, analytical, manufacturing, clinical trial, supply preparation, labeling and distribution are set forth in the good manufacturing practice regulations and in good clinical practice regulations and guidelines. Good clinical practice, Investigational New Drugs and good manufacturing practice regulations have been mandated by the Food & Drug Administration and the European Medicines Evaluation Agency (the 'EMEA') and have been adopted by similar regulatory authorities in other countries. Good clinical practice, Investigational New Drugs and good manufacturing practice regulations stipulate requirements for facilities, equipment, supplies and personnel engaged in the conduct of studies to which these regulations apply. The regulations require that written, standard operating procedures are followed during the conduct of studies and for the recording, reporting and retention of study data and records. To help assure compliance, our Contract Research Organization Services has a worldwide staff of experienced quality assurance professionals which monitor ongoing compliance with good clinical practice, Investigational New Drugs and good manufacturing practice regulations by auditing study data and conducting regular inspections of testing procedures and facilities. The Food & Drug Administration and many other regulatory authorities require that study results and data submitted to such authorities are based on studies conducted in accordance with good clinical practice and Investigational New Drugs provisions. These provisions include: complying with specific regulations governing the selection of qualified investigators; obtaining specific written commitments from the investigators; disclosure of conflicts of interest; verifying that patient informed consent is obtained; instructing investigators to maintain records and reports; verifying drug or device accountability; and permitting appropriate governmental authorities access to data for their review. Records for clinical studies must be maintained for specific periods for inspection by the Food & Drug Administration, European Union ('EU') or other authorities during audits. Non-compliance with good clinical practice or Investigational New Drugs requirements can result in the disqualification of data collected during the clinical trial and may lead to debarment of an investigator or Contract Research Organization if fraud is detected. Contract Research Organization Services' standard operating procedures related to clinical studies are written in accordance with regulations and guidelines appropriate to a global standard with regional variations in the regions where they will be used, thus helping to ensure compliance with good clinical practice. Contract Research Organization Services also complies with International Congress of Harmonization, EU good clinical practice regulations and U.S. good clinical practice regulations for North America. 58

Our United States manufacturing, analytical and other laboratories are subject to licensing and regulation under federal, state and local laws relating to maintenance of appropriate processes and procedures under the Clinical Laboratories Improvement Act, hazard communication and employee right-to-know regulations, the handling and disposal of medical specimens and hazardous waste and radioactive materials, as well as the safety and health of laboratory employees. All of our laboratories are operated in material compliance with applicable federal and state laws and regulations relating to maintenance of trained personnel, proper equipment processes and procedures required by Clinical Laboratories Improvement Act regulations of Health and Human Services, and the storage and disposal of all laboratory specimens including the regulations of the Environmental Protection Agency and the Occupational Safety and Health Administration. Certain of our facilities are engaged in drug development activities involving controlled substances. The use of, and accountability for, controlled substances are regulated by the United States Drug Enforcement Administration. Our relevant employees receive initial and periodic training to ensure compliance with applicable hazardous material regulations and health and safety guidelines. Although we believe that we are currently in compliance in all material respects with such federal, state and local laws, failure to comply could subject us to denial of the right to conduct business, fines, criminal penalties and other enforcement actions. Finally, new final rules have been adopted by Health and Human Services related to the responsibilities of Contract Research Organizations, other healthcare entities and their business associates to maintain the privacy of patient identifiable medical information. These rules are discussed in more detail in the following section. We intend to comply with these rules when they become effective and when compliance is required on February 28, 2003, and to obtain all required patient authorizations. Health Information Practices. The federal Health Insurance Portability Act of 1996 authorized the Secretary of the federal Department of Health and Human Services to issue standards for the privacy and security of medical records and other individually identifiable patient data. Health Insurance Portability Act of 1996 requirements apply to health plans, healthcare providers and healthcare clearinghouses that transmit health information electronically. Regulations adopted to implement Health Insurance Portability Act of 1996 also require that business associates acting for or on behalf of these Health Insurance Portability Act of 1996-covered entities be contractually obligated to meet Health Insurance Portability Act of 1996 standards. Regulations setting standards for the format of electronic transactions became effective in October 2000. Although Health Insurance Portability Act of 1996 was intended ultimately to reduce administrative expenses and burdens faced within the healthcare industry, we believe the law will initially bring about significant and, in some cases, costly changes. Health and Human Services has released two rules to date mandating the use of new standards with respect to certain healthcare transactions and health information. The first rule requires the use of uniform standards for common healthcare transactions, such as healthcare claims information, including pharmacy claims, plan eligibility, referral certification and authorization, claims status, plan enrollment and disenrollment, payment and remittance advice, plan premium payments and coordination of benefits, and it establishes standards for the use of electronic signatures. Health and Human Services finalized the new transaction standards on August 17, 2000, and we, as well as our nursing facility clients, will be required to comply with them by October 16, 2002. Second, Health and Human Services developed new standards relating to the privacy of individually identifiable health information. In general, these regulations restrict the use and disclosure of medical records and other individually identifiable health information held or disclosed by health care providers and other affected entities in any form, whether communicated electronically, on paper, or orally, subject only to limited exceptions. In addition, the regulations provide patients with significant new rights to understand and control how their health information is used. These regulations do not preempt more stringent state laws and regulations that may apply to us. The privacy standards were issued on December 28, 2000, with an effective date of April 14, 2001, and a compliance date of April 14, 2003. In addition, Health and Human Services amended the final rule to allow additional public comment on the rule prior to the April 14, 2001 effective date. Congress and the Bush Administration are taking a careful look at the regulations, but we do not know whether they will change the privacy standards or their compliance date. 59

Rules governing the security of health information have been proposed but have not yet been issued in final form. Once issued in final form, affected parties will have approximately two years to be fully compliant. Sanctions for failing to comply with Health Insurance Portability Act of 1996 include criminal penalties and civil sanctions. We are evaluating the effect of Health Insurance Portability Act of 1996. At this time, we anticipate that we will be able to fully comply with those Health Insurance Portability Act of 1996 requirements that have been adopted. However, we cannot at this time estimate the cost of such compliance, nor can we estimate the cost of compliance with standards that have not yet been finalized by Health and Human Services or which may be revised. The new and proposed health information standards are likely to have a significant effect on the manner in which we handle health data and communicate with payors. We cannot assure you that any inability to comply with existing or future standards, or the cost of our compliance with such standards, will not have a material adverse effect on our business, financial condition or results of operations. Compliance Program and Corporate Integrity Agreement. The Office of Inspector General has issued guidance to various sectors of the healthcare industry to help providers design effective voluntary compliance programs to prevent fraud, waste and abuse in healthcare programs, including Medicare and Medicaid. In 1998, Omnicare voluntarily adopted a compliance program to assist us in complying with applicable government regulations. In addition, in April 1998, Home Pharmacy Services, Inc., one of our wholly-owned subsidiaries, entered into a settlement agreement with the U.S. Department of Justice and the State of Illinois regarding certain practices involving refunds for returned drugs. Under the Settlement Agreement, Home Pharmacy Services, Inc. paid $5.3 million in fines and restitution to the United States and Illinois, and Omnicare and Home Pharmacy Services, Inc. agreed to a corporate integrity program for four years, which includes annual reporting obligations. If Omnicare fails to meet a material obligation under the agreement, the Office of Inspector General may initiate proceedings to suspend or exclude Omnicare from participation in federal health programs, including Medicare and Medicaid. The terms of the corporate integrity agreement expire in April 2002. Neither Omnicare nor any of its other operating units were implicated in the government investigation. ENVIRONMENTAL MATTERS In operating our facilities, historically we have not encountered any major difficulties in effecting compliance with applicable pollution control laws. No material capital expenditures for environmental control facilities are expected. While we cannot predict the effect which any future legislation, regulations, or interpretations may have upon our operations, we do not anticipate any changes that would have a material adverse impact on our operations. EMPLOYEES At December 31, 2000, we employed approximately 9,300 persons (including 3,700 part-time employees), approximately 8,900 and 400 of whom were located within and outside the United States, respectively. LEGAL PROCEEDINGS There are no pending legal or governmental proceedings to which we are a party or to which any of our property is subject that we believe would have a material adverse effect on us. On July 26, 1999, Neighborcare Pharmacy Services, Inc., a subsidiary of Genesis Health Ventures, Inc., filed suit in the Circuit Court for Baltimore County, Maryland, against us and Heartland Health Services ('HHS'), a joint venture in which one of our subsidiaries is a partner (the 'Action'). The Action relates to certain master service agreements ('MSAs') between Neighborcare and HCR/Manorcare ('Manorcare'), on the one hand, and us or HHS and Manorcare, on the other, under which pharmacy services are provided to nursing homes and other long-term care facilities operated by Manorcare. Neighborcare alleges that we and HHS tortiously interfered with Neighborcare's purported rights under its MSAs, and seeks compensatory damages allegedly of not less than $100 million annually, injunctive relief canceling our contracts and HHS's contracts with Manorcare and punitive damages. Neighborcare and 60

Manorcare are involved in an arbitration (the 'Arbitration') to determine the validity and enforceability of Neighborcare's MSAs and the extent to which either of those parties has breached the MSAs. We are advised by Manorcare that during the pendency of the Arbitration, Neighborcare is continuing to provide and be paid for pharmacy services under the MSAs, and that the Arbitration hearing is currently scheduled for the summer of 2001. On November 4, 1999, we and HHS moved to dismiss or, in the alternative, to stay the Action in its entirety on the grounds that the Arbitration between Neighborcare and Manorcare should resolve many, if not all, of the issues raised in the Action. On November 12, 1999, the Baltimore County Circuit Court stayed the Action pending conclusion of the Arbitration, and we withdrew our motion to dismiss. Although the outcome of the Action cannot be ascertained at this time and the results of legal proceedings cannot be predicted, we believe, based on our knowledge and understanding of the facts and the advice of our counsel, that there is no reasonable basis in law or in fact for concluding that we have any liability in the Action. Consequently, we believe that the resolution of the Action is not likely to have a material adverse effect on our financial condition or results of operations. PROPERTIES We have offices, distribution centers and other key operating facilities in various locations in and outside the United States. A list of the more significant facilities we operated as of December 31, 2000 follows. The owned properties are held in fee and are not subject to any material encumbrance. We consider all of these facilities to be in good operating condition and generally to be adequate for present and anticipated needs. <TABLE> <CAPTION> LEASED AREA OWNED AREA ---------------------------- LOCATION TYPE (SQ. FT.) (SQ. FT.) EXPIRATION DATE -------- ---- --------- --------- --------------- <S> <C> <C> <C> <C> King of Prussia, Pennsylvania. Offices -- 150,000 June 30, 2010 Fort Washington, Pennsylvania........... Offices and Laboratories -- 120,000 January 14, 2012 Offices and Distribution Des Plaines, Illinois.... Center -- 47,971 May 31, 2008 Offices and Distribution Kirkland, Washington..... Center -- 44,744 April 14, 2003 Covington, Kentucky...... Offices -- 42,400 December 31, 2012 Offices and Distribution Milwaukee, Wisconsin..... Center -- 41,440 March 31, 2009 Offices and Distribution Perrysburg, Ohio......... Center 40,500 -- -- Offices and Distribution Cheshire, Connecticut.... Center -- 38,400 June 30, 2010 Offices and Distribution Florissant, Missouri..... Center 38,014 -- -- Offices and Distribution Louisville, Kentucky..... Center -- 37,400 September 30, 2001 Offices and Distribution Livonia, Michigan........ Center -- 32,824 May 31, 2007 Offices and Distribution Hunt Valley, Maryland.... Center -- 31,600 October 31, 2001 Offices and Distribution St. Louis, Missouri...... Center -- 30,400 June 30, 2001 Offices and Distribution Kansas City, Missouri.... Center -- 29,948 October 21, 2009 Offices and Distribution Decatur, Illinois........ Center 20,000 9,000 Month-to-Month Offices and Distribution Salt Lake City, Utah..... Center -- 28,400 January 31, 2009 Offices and Distribution Portland, Oregon......... Center -- 28,150 April 30, 2008 Troy, New York........... Offices -- 25,124 March 31, 2002 Offices and Distribution Cincinnati, Ohio......... Center -- 24,375 September 30, 2009 Chestnut Ridge, Offices and Distribution New York............... Center -- 24,000 April 30, 2010 Oklahoma City, Offices and Distribution Oklahoma............... Center -- 24,000 Month-to-Month Offices and Distribution Crystal, Minnesota....... Center -- 23,752 January 31, 2008 Offices and Distribution Wadsworth, Ohio.......... Center -- 22,960 June 30, 2001 Offices and Distribution Henderson, Kentucky...... Center -- 20,000 January 31, 2002 Offices and Distribution Mentor, Ohio............. Center -- 20,000 Month-to-Month Fort Washington, Pennsylvania........... Offices and Laboratories -- 20,000 December 31, 2002 Greensburg, Offices and Distribution Pennsylvania........... Center -- 20,000 February 3, 2002 </TABLE> (table continued on next page) 61

(table continued from previous page) <TABLE> <CAPTION> LEASED AREA OWNED AREA ---------------------------- LOCATION TYPE (SQ. FT.) (SQ. FT.) EXPIRATION DATE -------- ---- --------- --------- --------------- <S> <C> <C> <C> <C> Spartanburg, Offices and Distribution South Carolina......... Center 9,500 10,000 July 8, 2001 Offices and Distribution Indianapolis, Indiana.... Center -- 18,740 January 1, 2011 Pittsburgh, Offices and Distribution Pennsylvania........... Center -- 18,334 January 31, 2009 Offices and Distribution Springfield, Ohio........ Center -- 18,000 December 12, 2003 Offices and Distribution Rockford, Illinois....... Center -- 18,000 November 30, 2009 Offices and Distribution Milford, Ohio............ Center -- 18,000 December 12, 2008 Offices and Distribution Peabody, Massachusetts... Center -- 17,500 April 30, 2002 Offices and Distribution Plainview, New York...... Center -- 17,500 June 30, 2005 Offices and Distribution Malta, New York.......... Center -- 17,400 December 31, 2005 Offices and Distribution Griffith, Indiana........ Center -- 17,100 May 31, 2002 Offices and Distribution Springfield, Missouri.... Center -- 17,000 September 30, 2003 Offices and Distribution Miami, Florida........... Center -- 16,665 May 1, 2004 Offices and Distribution Des Plaines, Illinois.... Center -- 16,173 May 31, 2008 Pompton Plains, Offices and Distribution New Jersey............. Center -- 16,041 August 1, 2001 Offices and Distribution Englewood, Ohio.......... Center -- 15,000 January 31, 2004 Offices and Distribution West Seneca, New York.... Center -- 15,000 November 30, 2001 West Boylston, Offices and Distribution Massachusetts.......... Center -- 14,800 May 3, 2003 Fort Wright, Kentucky.... Offices -- 14,237 March 31, 2008 Offices and Distribution Spokane, Washington...... Center -- 14,025 October 31, 2006 Offices and Distribution Ashland, Kentucky........ Center -- 14,000 October 31, 2003 Offices and Distribution Boca Raton, Florida...... Center -- 13,950 December 31, 2002 St. Petersburg, Offices and Distribution Florida................ Center -- 13,245 August 31, 2001 Offices and Distribution Rochester, New York...... Center -- 13,000 December 31, 2003 Offices and Distribution Hallowell, Maine......... Center -- 13,000 September 30, 2002 Wessex, United Kingdom... Offices -- 12,000 June 30, 2016 Offices and Distribution Alexandria, Louisiana.... Center -- 12,000 May 7, 2004 Offices and Distribution Omaha, Nebraska.......... Center -- 11,450 May 31, 2001 Thomasville, Offices and Distribution North Carolina......... Center -- 11,325 January 15, 2004 Offices and Distribution South Elgin, Illinois.... Center -- 11,175 August 1, 2002 Rockford, Illinois....... Offices and Retail Outlet -- 11,100 February 28, 2004 Offices and Distribution Peoria, Illinois......... Center -- 11,022 June 30, 2001 Offices and Distribution Louisville, Kentucky..... Center -- 11,000 August 31, 2001 Offices and Distribution Van Nuys, California..... Center -- 10,400 February 28, 2003 Cherry Hill, New Offices and Distribution Jersey................. Center -- 10,000 November 1, 2009 </TABLE> 62

MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers and their respective ages and positions are as follows: <TABLE> <CAPTION> NAME AGE POSITION WITH OMNICARE ---- --- ---------------------- <S> <C> <C> Edward L. Hutton.................... 82 Chairman, Director Joel F. Gemunder.................... 61 President, Director Patrick E. Keefe.................... 55 Executive Vice President -- Operations, Director Timothy E. Bien..................... 50 Senior Vice President -- Professional Services and Purchasing, Director David W. Froesel, Jr................ 49 Senior Vice President and Chief Financial Officer, Director Cheryl D. Hodges.................... 49 Senior Vice President and Secretary, Director Peter Laterza....................... 43 Vice President and General Counsel Charles H. Erhart, Jr............... 75 Director Sandra E. Laney..................... 57 Director Andrea R. Lindell, DNSc, RN......... 57 Director Sheldon Margen, M.D................. 81 Director Kevin J. McNamara................... 47 Director John H. Timoney..................... 67 Director </TABLE> Mr. E. L. Hutton is Chairman of Omnicare and has held this position since May 1981. Additionally, he is Chairman and Chief Executive Officer and a director of Chemed Corporation, Cincinnati, Ohio (a diversified public corporation with interests in plumbing and drain cleaning services, janitorial supplies and health care services) and has held these positions since November 1993 and April 1970, respectively. Previously, he was President and Chief Executive Officer of Chemed, positions he had held from April 1970 to November 1993. Mr. Gemunder is President of Omnicare and has held this position since May 1981. From January 1981 until July 1981, he served as Chief Executive Officer of the partnership organized as a predecessor to Omnicare for the purpose of owning and operating certain health care businesses of Chemed and Daylin, Inc., each then a subsidiary of W.R. Grace & Co. Mr. Gemunder was an Executive Vice President of Chemed and Group Executive of its Health Care Group from May 1981 through July 1981 and a Vice President of Chemed from 1977 until May 1981. Mr. Gemunder is a director of Chemed and Ultratech Stepper, Inc. (a manufacturer of photolithography equipment for the computer industry). Mr. Keefe is Executive Vice President -- Operations of Omnicare and has held this position since February 1997. Previously he was Senior Vice President -- Operations since February 1994. From April 1993 to February 1994, he was Vice President -- Operations of Omnicare. From April 1992 to April 1993, he served as Vice President -- Pharmacy Management Programs of Diagnostek, Inc., Albuquerque, New Mexico (mail-service pharmacy and health care services). From September 1990 to April 1992, Mr. Keefe served as President of HPI Health Care Services, Inc., a subsidiary of Diagnostek, which was acquired from Omnicare in August 1989. From August 1984 to September 1990, he served as Executive Vice President of HPI. Mr. Bien is Senior Vice President -- Professional Services and Purchasing of Omnicare, a position he has held since May 1996. From May 1992 until May 1996, he served as Vice President of Professional Services and Purchasing of Omnicare. Prior to that, he was Vice President and a former owner of Home Pharmacy Services, Inc. Care Pharmacy, a wholly-owned subsidiary that Omnicare acquired in December 1988. Mr. Froesel is Senior Vice President and Chief Financial Officer of Omnicare. He has held that position since joining Omnicare in March 1996. Mr. Froesel was Vice President of Finance and Administration at Mallinckrodt Veterinary, Inc. from May 1993 to February 1996. From July 1989 to April 1993, he was worldwide Corporate Controller of Mallinckrodt Medical Inc. Ms. Hodges is Senior Vice President and Secretary of Omnicare and has held these positions since February 1994. From August 1986 to February 1994, she was Vice President and Secretary of Omnicare. From August 1982 to August 1986, she served as Vice President -- Corporate and Investor Relations. 63

Mr. Laterza is Vice President and General Counsel of Omnicare. He has held that position since joining Omnicare in July 1998. Mr. Laterza was Assistant General Counsel of The Pittston Company from October 1993 to June 1998. From January 1992 until September 1993 he was associated with the law firm of Gibson, Dunn & Crutcher, and from October 1985 until December 1991 he was associated with the law firm of Cravath, Swaine & Moore. Mr. Erhart retired as President of W.R. Grace & Co., Columbia, Maryland (international specialty chemicals, construction and packaging) in August 1990. He had held this position since July 1989. From November 1986 to July 1989, he was Chairman of the Executive Committee of Grace. From May 1981 to November 1986, he served as Vice Chairman and Chief Administrative Officer of Grace. Mr. Erhart is a director of Chemed. Ms. Laney is Senior Vice President and Chief Administrative Officer of Chemed and has held these positions since November 1993 and May 1991, respectively. From May 1984 to November 1993, she was a Vice President of Chemed. Ms. Laney is a director of Chemed. Dr. Lindell is Dean and Professor in the College of Nursing at the University of Cincinnati, a position she has held since December 1990. Dr. Lindell is also Associate Senior Vice President for Interdisciplinary Education Programs for the Medical Center at the University of Cincinnati, since July 1998. She also serves as Interim Dean of the College of Allied Health Sciences at the University of Cincinnati. From August 1981 to August 1990, Dr. Lindell served as Dean and a Professor in the School of Nursing at Oakland University, Rochester, Michigan. Dr. Margen is a Professor Emeritus in the School of Public Health, University of California, Berkeley, a position he has held since May 1989. He had served as a Professor of Public Health at the University of California, Berkeley, since 1979. Mr. McNamara is President of Chemed and has held this position since August 1994. From November 1993 to August 1994, Mr. McNamara was Executive Vice President, Secretary and General Counsel of Chemed. Previously, from May 1992 to November 1993, he held the positions of Vice Chairman, Secretary and General Counsel of Chemed. From August 1986 to May 1992, he served as Vice President, Secretary and General Counsel of Chemed. From November 1990 to December 1992, Mr. McNamara served as an Executive Vice President and Chief Operating Officer of Omnicare. He is a director of Chemed. Mr. Timoney is a retired executive of Applied Bioscience International Inc. (research organization serving the pharmaceutical and biotechnology industries) ('Applied Bioscience'), at which he held a number of positions from 1986 through 1996. From December 1995 through September 1996, he was Chief Executive Officer of Clinix International, Inc., a wholly owned subsidiary of Applied Bioscience. From June 1992 to September 1996, Mr. Timoney was Senior Vice Present of Applied Bioscience. From September 1986 through June 1992, he was Vice President, Chief Financial Officer, Secretary and Treasurer of Applied Bioscience. In addition, from September 1986 through June 1995 he was a director of Applied Bioscience. Mr. Timoney has also held financial and executive positions with IMS Health Incorporated (market research firm serving the pharmaceutical and healthcare industries), Chemed and Grace. 64

DESCRIPTION OF NOTES You can find the definitions of certain terms used in this description under the subheading 'Certain Definitions.' In this description, the word 'Omnicare' refers only to Omnicare, Inc. and not to any of its subsidiaries. The old notes were issued, and the exchange notes will be issued, under an indenture dated as of March 20, 2001 between Omnicare, the Guarantors named therein and SunTrust Bank as trustee. The following summary highlights certain material terms of the indenture. Because this is a summary, it does not contain all of the information that is included in the indenture. You should read the entire indenture, including the definitions of certain terms used below, because it, and not this summary, defines your rights as holders of notes. The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended. Omnicare has previously filed a copy of the indenture with the SEC, and the indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. Copies of the indenture and the registration rights agreement are available as set forth below under ' -- Additional Information.' Certain defined terms used in this description but not defined below under ' -- Certain Definitions' have the meanings assigned to them in the indenture. The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture. BRIEF DESCRIPTION OF THE EXCHANGE NOTES AND THE GUARANTEES THE EXCHANGE NOTES The exchange notes: are general unsecured obligations of Omnicare; are subordinated in right of payment to all existing and future Senior Debt of Omnicare; are pari passu in right of payment with any future senior subordinated Indebtedness of Omnicare; are unconditionally guaranteed by the Guarantors; are senior to our 5% Convertible Subordinated Debentures due 2007; and have terms that are substantially identical to the old notes, except that the exchange notes will be registered under the Securities Act of 1933, and therefore, generally will not be subject to transfer restrictions or registration rights, and the provisions of the registration rights agreement relating to Liquidated Damages on the outstanding old notes under certain circumstances will be eliminated. THE GUARANTEES The exchange notes, like the old notes, are guaranteed by all of Omnicare's Domestic Subsidiaries except the Excluded Subsidiaries. Each guarantee of the exchange notes: is a general unsecured obligation of the Guarantor; is subordinated in right of payment to all existing and future Senior Debt of that Guarantor; and is pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor. As of March 31, 2001, Omnicare and the Guarantors had total Senior Debt of approximately $62 million on a consolidated basis. An additional $438 million was available to Omnicare for borrowing under the Credit Agreement as of that date. Payments on the notes and under these guarantees will be subordinated to the payment of Senior Debt. The indenture will permit us and the Guarantors to incur additional Senior Debt. All our Subsidiaries are Restricted Subsidiaries, except for certain Subsidiaries designated as Unrestricted Subsidiaries. These Unrestricted Subsidiaries held approximately 3.4% of our total consolidated assets as of December 31, 2000 and accounted for less than 1.4% of our total consolidated revenues for the twelve months ended December 31, 2000. In addition, under the circumstances described 65

below under the subheading ' -- Certain Covenants -- Designation of Restricted and Unrestricted Subsidiaries,' we will be able to designate other subsidiaries as Unrestricted Subsidiaries. Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes. PRINCIPAL, MATURITY AND INTEREST Omnicare may issue notes with a maximum aggregate principal amount of $500.0 million, of which $375.0 million were issued in the private offering of the old notes. Omnicare may issue additional notes from time to time. Any offering of additional notes is subject to the covenant described below under the caption ' -- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock.' The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Omnicare will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on March 15, 2011. Interest on the notes accrues at the rate of 8 1/8% per annum and is payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2001. Omnicare will make each interest payment to the Holders of record on the immediately preceding March 1 and September 1. Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes, from the issue date of the old notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. METHODS OF RECEIVING PAYMENTS ON THE NOTES If a Holder has given wire transfer instructions to Omnicare and the trustee, all principal, interest and premium and Liquidated Damages, if any, on that Holder's notes will be paid in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar unless Omnicare elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. PAYING AGENT AND REGISTRAR FOR THE NOTES The trustee is paying agent and registrar. Omnicare may change the paying agent or registrar without prior notice to the Holders of the notes, and Omnicare or any of its Subsidiaries may act as paying agent or registrar. TRANSFER AND EXCHANGE A Holder may transfer or notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Omnicare is not required to transfer or exchange any note selected for redemption. Also, Omnicare is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed. SUBSIDIARY GUARANTEES The notes are guaranteed by each of Omnicare's current and future Domestic Subsidiaries except the Excluded Subsidiaries. These Subsidiary Guarantees are joint and several obligations of the Guarantors. Each Subsidiary Guarantee is subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See 'Risk Factors -- Your Ability to Enforce the Guarantees of the Notes May Be Limited.' 66

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Omnicare or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) subject to the provisions of the following paragraph, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with the 'Asset Sale' provisions of the indenture; (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale complies with the 'Asset Sale' provisions of the indenture; (3) if Omnicare designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary in accordance with the requirements of the indenture; or (4) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the indenture. SUBORDINATION The payment of principal, interest and premium and Liquidated Damages, if any, on the notes is subordinated to the prior payment in full of all Senior Debt of Omnicare, including Senior Debt incurred after the date of the indenture. The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not allowable as a claim in such proceeding) before the Holders of notes will be entitled to receive any payment with respect to the notes (except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under ' -- Legal Defeasance and Covenant Defeasance'), in the event of any distribution to creditors of Omnicare: (1) in a liquidation or dissolution of Omnicare; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Omnicare or its property; (3) in an assignment for the benefit of creditors; or (4) in any marshaling of Omnicare's assets and liabilities. Omnicare also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trust described under ' -- Legal Defeasance and Covenant Defeasance') if: (1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or (2) any other default occurs and is continuing on Designated Senior Debt that permits holders of that Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a 'Payment Blockage Notice') from Omnicare or the holders of any Designated Senior Debt. Payments on the notes may and will be resumed: 67

(1) in the case of a payment default, upon the date on which such default is cured or waived or such Designated Senior Debt is discharged or paid in full; and (2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or such Designated Senior Debt is discharged or paid in full or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be delivered unless and until: (1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (2) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days. If the trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under ' -- Legal Defeasance and Covenant Defeasance') when the payment is prohibited by these subordination provisions, the trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative. Omnicare must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default. As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Omnicare, Holders of notes may recover less ratably than creditors of Omnicare who are holders of Senior Debt. See 'Risk Factors -- The Notes and the Subsidiary Guarantees Are Subordinated to Senior Indebtedness.' Failure by Omnicare to make any required payment in respect of the notes when due or within any applicable grace period, whether or not occurring during a payment blockage period, will result in an Event of Default under the indenture and, thereafter, Holders of the notes will have the right to accelerate the maturity thereof. OPTIONAL REDEMPTION At any time prior to March 15, 2004, Omnicare may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 108.125% of the principal amount, plus accrued interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by Omnicare and its Subsidiaries); and (2) the redemption occurs within 60 days of the date of the closing of such Equity Offering. Except pursuant to the preceding paragraph, the notes will not be redeemable at Omnicare's option prior to March 15, 2006. On or after March 15, 2006, Omnicare may redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 68

<TABLE> <CAPTION> YEAR PERCENTAGE ---- ---------- <S> <C> 2006..................................................... 104.063% 2007..................................................... 102.708% 2008..................................................... 101.354% 2009 and thereafter...................................... 100.000% </TABLE> MANDATORY REDEMPTION Except as set forth below under 'Repurchase at the Option of Holders,' Omnicare is not required to make mandatory redemption or sinking fund payments with respect to the notes. REPURCHASE AT THE OPTION OF HOLDERS CHANGE OF CONTROL If a Change of Control occurs, each Holder of notes will have the right to require Omnicare to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Omnicare will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased, to the date of purchase. Within 30 days following any Change of Control, Omnicare will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Omnicare will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Omnicare will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict. On the Change of Control Payment Date, Omnicare will, to the extent lawful: (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by Omnicare. The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000. Prior to complying with any of the provisions of this 'Change of Control' covenant, but in any event within 90 days following a Change of Control, Omnicare will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. Omnicare will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require Omnicare to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions 69

that permit the Holders of the notes to require that Omnicare repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. Omnicare will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Omnicare and purchases all notes properly tendered and not withdrawn under the Change of Control Offer. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of 'all or substantially all' of the properties or assets of Omnicare and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase 'substantially all,' there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require Omnicare to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Omnicare and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain. ASSET SALES Omnicare will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (1) Omnicare (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) the fair market value is determined by Omnicare's Board of Directors and evidenced by a resolution of the Board of Directors; and (3) at least 75% of the consideration received in the Asset Sale by Omnicare or such Restricted Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities, as shown on Omnicare's or such Restricted Subsidiary's most recent balance sheet, of Omnicare or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and from which Omnicare or such Restricted Subsidiary is released from further liability; and (b) any securities, notes or other obligations received by Omnicare or any such Restricted Subsidiary from such transferee that are converted by Omnicare or such Restricted Subsidiary into cash within 60 days of receipt, to the extent of the cash received in that conversion. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Omnicare may apply those Net Proceeds at its option: (1) to repay Senior Debt; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (3) to make a capital expenditure; (4) to acquire Replacement Assets; or (5) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, Omnicare may temporarily invest the Net Proceeds in any manner that is not prohibited by the indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute 'Excess Proceeds.' When the aggregate amount of Excess Proceeds exceeds $20.0 million, Omnicare will make an Asset Sale Offer to all Holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the 70

maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Omnicare may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Omnicare will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, Omnicare will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict. Certain agreements governing Omnicare's outstanding Senior Debt generally prohibit Omnicare from purchasing notes, and also provide that certain transactions constituting a change of control or asset sale event with respect to Omnicare would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which Omnicare becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when Omnicare is prohibited from purchasing notes, Omnicare could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Omnicare does not obtain such a consent or repay such borrowings, Omnicare will remain prohibited from purchasing notes. In such case, Omnicare's failure to purchase notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the Holders of notes. SELECTION AND NOTICE If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows: (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate. No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional. If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption. CERTAIN COVENANTS COVENANT REMOVAL From and after the first date on which both (a) the notes are rated Investment Grade by each of Moody's Investor Service, Inc. ('Moody's') and Standard & Poor's Ratings Group ('S&P') and (b) there 71

shall not exist a Default or Event of Default under the indenture (a 'Rating Event'), Omnicare and the Restricted Subsidiaries will no longer be subject to the covenants described under 'Restricted Payments,' 'Incurrence of Indebtedness and Issuance of Preferred Stock,' 'Dividend and Other Payment Restrictions Affecting Subsidiaries,' 'Transactions with Affiliates,' 'Additional Subsidiary Guarantees,' clause (4) of the first paragraph under 'Merger, Consolidation and Sale of Assets' and 'Repurchase at the Option of Holders -- Asset Sales.' Upon the occurrence of a Rating Event, the Subsidiary Guarantees of each of the Guarantors will be automatically released. There can be no assurance that a Rating Event will occur or, if one occurs, that the notes will continue to maintain an Investment Grade rating. In addition, at no time after a Rating Event will the provisions and covenants contained in the indenture at the time of issuance of the notes that cease to be applicable after the Rating Event be reinstated. In the event Moody's or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act of 1933) designated by Omnicare with notice to the trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency. RESTRICTED PAYMENTS Omnicare will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) declare or pay any dividend or make any other payment or distribution on account of Omnicare's or any Restricted Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Omnicare or any of its Restricted Subsidiaries) or to the direct or indirect holders of Omnicare's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Omnicare or to Omnicare or a Restricted Subsidiary); (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Omnicare) any Equity Interests of Omnicare or any direct or indirect parent of Omnicare; (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or (4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as 'Restricted Payments'), unless, at the time of and after giving effect to such Restricted Payment: (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and (2) Omnicare would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption ' -- Incurrence of Indebtedness and Issuance of Preferred Stock;' and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Omnicare and its Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10) of the next succeeding paragraph) is less than the sum, without duplication, of: (a) 50% of the Consolidated Net Income of Omnicare for the period (taken as one accounting period) from January 1, 2001 to the end of Omnicare's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus 72

(b) 100% of the aggregate net cash proceeds received by Omnicare since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Omnicare (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Omnicare that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary), plus (c) 100% of the aggregate net increase to Omnicare's stockholders equity as a result of the conversion of Omnicare's 5% Convertible Subordinated Debentures due 2007 into common stock of Omnicare, plus (d) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or Cash Equivalents (or a combination thereof) or otherwise liquidated or repaid for cash or Cash Equivalents (or a combination thereof), the lesser of (i) the return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus (e) an amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries resulting from cash dividends, repayments of loans or advances or other transfers of assets, in each case to Omnicare or any Restricted Subsidiary from Unrestricted Subsidiaries, plus (y) the portion (proportionate to Omnicare's equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, in each case since the date of the indenture (provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made since the date of the indenture by Omnicare or any Restricted Subsidiary that were treated as Restricted Payments, and provided, further, that no amount will be included under this clause (e) to the extent it is already included in clauses (a), (b), (c) or (d) above). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit: (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture; (2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Omnicare or any Restricted Subsidiary or of any Equity Interests of Omnicare in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of Omnicare (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph; (3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Omnicare or any Restricted Subsidiary with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (4) the payment of any dividend by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis; (5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Omnicare or any Restricted Subsidiary held by any officer, director or employee of Omnicare or any Subsidiary of Omnicare in connection with any management equity subscription agreement, any compensation, retirement, disability, severance or benefit plan or agreement, any stock option or incentive plan or agreement, any employment agreement or any other similar plans or agreements; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0 million in any twelve-month period; (6) the payment of dividends by Omnicare on its common stock in an aggregate annual amount of up to $20.0 million; 73

(7) the repurchase of any class of Capital Stock of a Restricted Subsidiary (other than Disqualified Stock) if such repurchase is made pro rata among all holders of such class of Capital Stock; (8) the payment of any scheduled dividend or similar distribution, and any scheduled repayment of the stated amount, liquidation preference or any similar amount at final maturity or on any scheduled redemption or repurchase date, in respect of any series of preferred stock or similar securities of Omnicare or any Restricted Subsidiary (including Disqualified Stock), provided that (a) such series of preferred stock or similar securities was issued in compliance with the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant and (b) such payments were scheduled to be paid in the original documentation governing such series of preferred stock or other securities (it being understood that the foregoing provisions of this clause (8) shall not be deemed to permit the payment of any dividend or similar distribution, or the payment of the stated amount, liquidation preference or any similar amount, prior to the date originally scheduled for the payment thereof); (9) payments in lieu of fractional shares; and (10) additional Restricted Payments pursuant to this clause (10) in an aggregate amount (taken together with all other Restricted Payments made pursuant to this clause (10)) not to exceed 2.5% of Consolidated Assets of Omnicare as of the end of Omnicare's most recently completed fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (with each such Restricted Payment being valued as of the date made and without regard to subsequent changes in value). The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Omnicare or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors in good faith, whose determination with respect thereto will be conclusive. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK Omnicare will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, 'incur') any Indebtedness (including Acquired Debt), and Omnicare will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Omnicare and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and Omnicare may issue Disqualified Stock and any Restricted Subsidiary may issue preferred stock (including Disqualified Stock) if the Fixed Charge Coverage Ratio for Omnicare's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The first paragraph of this covenant will not prohibit the following (collectively, 'Permitted Debt'): (1) the incurrence by Omnicare and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Omnicare and its Restricted Subsidiaries thereunder) not to exceed $750.0 million; (2) Existing Indebtedness; (3) the incurrence by Omnicare and the Guarantors of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the exchange notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement; 74

(4) the incurrence by Omnicare or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Omnicare or such Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding; (5) the incurrence by Omnicare or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (10), (13), (14) or this clause (5) of this paragraph; (6) the incurrence by Omnicare or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Omnicare and any of its Restricted Subsidiaries; provided, however, that (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Omnicare or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Omnicare or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Omnicare or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the incurrence by Omnicare or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (a) interest rate risk with respect to any Indebtedness that is permitted by the terms of the indenture to be outstanding or (b) exchange rate risk with respect to obligations under any agreement or Indebtedness, or with respect to any asset, of such Person that is payable or denominated in a currency other than U.S. Dollars; (8) the guarantee by Omnicare or any of the Restricted Subsidiaries of Indebtedness of Omnicare or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock (including Disqualified Stock) in the form of additional shares of the same class of preferred stock (including Disqualified Stock) will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock (including Disqualified Stock) for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Omnicare as accrued; (10) The issuance of Convertible Subordinated Indebtedness and/or the issuance of Convertible Preferred Stock in an aggregate principal amount (with the liquidation value of the Convertible Preferred Stock being treated as its principal amount for this purpose) not to exceed $375.0 million at any one time outstanding pursuant to this clause (10), plus the issuance of any related securities issued by a subsidiary trust or similar financing vehicle in connection therewith; (11) Indebtedness of Omnicare or any Restricted Subsidiary consisting of guarantees, indemnities, hold backs or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock of Restricted Subsidiaries, or contingent payment obligations incurred in connection with the acquisition or disposition of assets which are contingent on the performance of the assets acquired or disposed of; (12) Indebtedness represented by (a) letters of credit for the account of Omnicare or any Restricted Subsidiary or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, to the extent that such letters of credit and other obligations, as the case may be, are intended to provide security for workers' compensation claims, payment obligations in connection with self-insurance, in connection with participation in government reimbursement or other programs or other similar requirements in the ordinary course of business; 75

(13) the incurrence by Omnicare or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to purchase notes pursuant to a Change of Control offer; and (14) the incurrence by Omnicare or any of its Restricted Subsidiaries of additional Indebtedness (which may include, but is not limited to, Indebtedness of the types referred to in the foregoing clauses (1) through (13)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $50.0 million. For purposes of determining compliance with this 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Omnicare will be permitted to classify and reclassify such item of Indebtedness in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. NO SENIOR SUBORDINATED DEBT Omnicare will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of Omnicare and senior in any respect in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's Subsidiary Guarantee. LIENS Omnicare will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing pari passu or subordinated Indebtedness, or trade payables on any asset now owned or hereafter acquired, except Permitted Liens, unless (i) in the case of any Lien securing pari passu Indebtedness, the notes are secured by a Lien that is senior in priority to or pari passu with such Lien and (ii) in the case of any Lien securing subordinated Indebtedness, the notes are secured by a Lien that is senior in priority to such Lien. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES Omnicare will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to Omnicare or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Omnicare or any of its Restricted Subsidiaries; (2) make loans or advances to Omnicare or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to Omnicare or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the indenture or, if not in effect on the date of the indenture, the Credit Agreement (provided, that the terms of the Credit Agreement are not materially less favorable to the noteholders than the Existing Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, 76

replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture or in the Credit Agreement; (2) the indenture, the notes and the Subsidiary Guarantees (or the notes and the related guarantees); (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Omnicare or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or any assets thereof that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption ' -- Liens' that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions imposed in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant, provided, that such restrictions do not materially adversely affect Omnicare's ability to pay interest and principal on the notes when due; and (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed by governmental agencies or authorities. MERGER, CONSOLIDATION OR SALE OF ASSETS Omnicare may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Omnicare is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Omnicare and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: (1) either: (a) Omnicare is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Omnicare) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than Omnicare) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Omnicare under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; 77

(3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of Omnicare or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists; and (4) Omnicare or the Person formed by or surviving any such consolidation or merger (if other than Omnicare), or to which such sale, assignment, transfer, conveyance or other disposition has been made: (a) will, on a pro forma basis giving effect to such transaction or series of transactions, have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Omnicare immediately preceding the transaction; and (b) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four- quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption ' -- Incurrence of Indebtedness and Issuance of Preferred Stock.' In addition, Omnicare may not, directly or indirectly, lease all or substantially all of the properties or assets of Omnicare and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This 'Merger, Consolidation or Sale of Assets' covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Omnicare and any of the Guarantors. Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or assets of Omnicare and its Restricted Subsidiaries, taken as a whole, in accordance with the foregoing provisions, the successor Person formed by such consolidation or into which Omnicare is merged or to which such sale, assignment, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, Omnicare under the indenture with the same effect as if such successor had been named as Omnicare therein. When a successor assumes all the obligations of its predecessor under the indenture and the notes following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Omnicare and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption ' -- Restricted Payments' or Permitted Investments, as determined by Omnicare. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. TRANSACTIONS WITH AFFILIATES Omnicare will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an 'Affiliate Transaction'), unless: (1) the Affiliate Transaction is on terms that are no less favorable to Omnicare or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Omnicare or such Restricted Subsidiary with an unrelated Person; and 78

(2) Omnicare delivers to the trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation, retirement, disability, severance or employee benefit arrangements and incentive arrangements with, and loans and advances to, any officer, director or employee in the ordinary course of business, (2) performance of all agreements in existence on the date of the indenture and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to Omnicare or any of its Restricted Subsidiaries than the original agreement in effect on the date of the indenture; (3) transactions in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant; (4) transactions in the ordinary course of business with any joint venture that is otherwise permitted by the indenture; provided, that such joint venture is between or among Omnicare and/or any of its Subsidiaries on the one hand and third parties that are not otherwise Affiliates of Omnicare on the other hand; (5) transactions between or among Omnicare and/or its Restricted Subsidiaries; (6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of Omnicare solely because Omnicare or a Restricted Subsidiary owns an Equity Interest in, or controls, such Person; (7) sales of Equity Interests (other than Disqualified Stock) to Affiliates of Omnicare; and (8) Restricted Payments that are permitted by the provisions of the indenture described above under the caption ' -- Restricted Payments.' ADDITIONAL SUBSIDIARY GUARANTEES If Omnicare or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary (other than an Excluded Subsidiary) will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 business days after the end of the fiscal quarter in which it was acquired or created. BUSINESS ACTIVITIES Omnicare will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Omnicare and its Restricted Subsidiaries taken as a whole. 79

REPORTS Whether or not required by the SEC, so long as any notes are outstanding, Omnicare will furnish to the Holders of notes, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Omnicare were required to file such Forms, including a 'Management's Discussion and Analysis of Financial Condition and Results of Operations' and, with respect to the annual information only, a report on the annual financial statements by Omnicare's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if Omnicare were required to file such reports. In addition, whether or not required by the SEC, Omnicare will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, Omnicare and the Subsidiary Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933. EVENTS OF DEFAULT AND REMEDIES Each of the following is an Event of Default: (1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the notes whether or not prohibited by the subordination provisions of the indenture; (2) default in payment when due of the principal of, or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture; (3) failure by Omnicare or any of its Restricted Subsidiaries to comply with the provisions described under the captions ' -- Repurchase at the Option of Holders -- Change of Control,' ' -- Repurchase at the Option of Holders -- Asset Sales,' or ' -- Certain Covenants -- Merger, Consolidation or Sale of Assets;' (4) failure by Omnicare or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the indenture; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Omnicare or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Omnicare or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a 'Payment Default'); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; (6) failure by Omnicare or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of $25.0 million that are not covered by insurance or as to which an insurer has not acknowledged coverage in writing, which judgments are not paid, discharged or stayed for a period of 60 days; (7) except as permitted by the indenture, any Subsidiary Guarantee shall be held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall 80

deny or disaffirm its obligations under its Subsidiary Guarantee (unless such Guarantor could be designated as an Excluded Subsidiary); and (8) certain events of bankruptcy or insolvency described in the indenture with respect to Omnicare or any of its Restricted Subsidiaries that is a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Omnicare, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages. The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages on, or the principal of, the notes. Omnicare is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Omnicare is required to deliver to the trustee a statement specifying such Default or Event of Default. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS No director, officer, employee, incorporator or stockholder of Omnicare or any Guarantor, as such, will have any liability for any obligations of Omnicare or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Omnicare may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ('Legal Defeasance') except for: (1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below; (2) Omnicare's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the trustee, and Omnicare's and the Guarantor's obligations in connection therewith; and (4) the Legal Defeasance provisions of the indenture. In addition, Omnicare may, at its option and at any time, elect to have the obligations of Omnicare and the Guarantors released with respect to certain covenants that are described in the indenture ('Covenant Defeasance') and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described 81

under ' -- Events of Default and Remedies' will no longer constitute an Event of Default with respect to the notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) Omnicare must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and Omnicare must specify whether the notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, Omnicare has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Omnicare has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, Omnicare has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which Omnicare or any of its Subsidiaries is a party or by which Omnicare or any of its Subsidiaries is bound; (6) Omnicare must deliver to the trustee an officers' certificate stating that the deposit was not made by Omnicare with the intent of preferring the Holders of notes over the other creditors of Omnicare with the intent of defeating, hindering, delaying or defrauding creditors of Omnicare or others; and (7) Omnicare must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with or waived. AMENDMENT, SUPPLEMENT AND WAIVER Except as provided in the next three succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes). Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder): (1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver; 82

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption ' -- Repurchase at the Option of Holders'); (3) reduce the rate of or change the time for payment of interest on any note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration); (5) make any note payable in money other than that stated in the notes; (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes; (7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption ' -- Repurchase at the Option of Holders'); (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or (9) make any change in the preceding amendment and waiver provisions. In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination that adversely affects the rights of the Holders of the notes will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of notes then outstanding. Notwithstanding the preceding, without the consent of any Holder of notes, Omnicare, the Guarantors and the trustee may amend or supplement the indenture or the notes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated notes in addition to or in place of certificated notes; (3) to provide for the assumption of Omnicare's or a Guarantor's obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of Omnicare's or a Guarantor's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or (6) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes. SATISFACTION AND DISCHARGE The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when: (1) either: (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Omnicare, have been delivered to the trustee for cancellation; or (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Omnicare or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on 83

the notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Omnicare or any Guarantor is a party or by which Omnicare or any Guarantor is bound; (3) Omnicare or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and (4) Omnicare has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be. In addition, Omnicare must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied or waived. CONCERNING THE TRUSTEE If the trustee becomes a creditor of Omnicare or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense. ADDITIONAL INFORMATION Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to Omnicare, Inc. 100 East River Center Boulevard, Covington, KY, 41011, Attention: General Counsel. BOOK-ENTRY, DELIVERY AND FORM GENERAL Except as set forth below, exchange notes will be issued in registered, global form (each, a 'Global Note') in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Except as set forth below, Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See ' -- Exchange of Global Notes for Certificated Notes.' Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of exchange notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. 84

DEPOSITORY PROCEDURES The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Omnicare takes no responsibility for these operations and procedures and urges investors to contact DTC or their participants directly to discuss these matters. DTC has advised Omnicare that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the 'Participants') and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the 'Indirect Participants'). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. DTC has also advised Omnicare that, pursuant to procedures established by it: (1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchaser with portions of the principal amount of the Global Notes; and (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). All interests in a Global Note, may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Except as described below, owners of interest in the Global Notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or 'Holders' thereof under the indenture for any purpose. Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, Omnicare and the trustee will treat the Persons in whose names the notes, including Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither Omnicare, the trustee nor any agent of Omnicare or the trustee has or will have any responsibility or liability for: (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. DTC has advised Omnicare that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of 85

exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or Omnicare. Neither Omnicare nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and Omnicare and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. DTC has advised Omnicare that it will take any action permitted to be taken by a Holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange Global Notes for notes in certificated form, and to distribute such notes to its Participants. Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the exchange notes among participants in DTC they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither Omnicare nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES A Global Note is exchangeable for definitive exchange notes in registered certificated form ('Certificated Notes') if: (1) DTC (a) notifies Omnicare that it is unwilling or unable to continue as depositary for the Global Notes and Omnicare fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act; (2) Omnicare, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or (3) there has occurred and is continuing Event of Default with respect to the notes. In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). SAME DAY SETTLEMENT AND PAYMENT Omnicare will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. Omnicare will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder's registered address. The notes represented by Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such exchange notes will, therefore, be required by DTC to be settled in immediately available funds. Omnicare expects that secondary trading in any Certificated Notes will also be settled in immediately available funds. 86

REGISTRATION RIGHTS; LIQUIDATED DAMAGES The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the proposed form of registration rights agreement in its entirety because it, and not this description, defines your registration rights as Holders of the notes. See ' -- Additional Information.' Omnicare, the Guarantors and the Initial Purchaser entered into the registration rights agreement in connection with the private offering of the old notes. Pursuant to the registration rights agreement, Omnicare and the Guarantors agreed to file with the SEC the Exchange Offer Registration Statement on the appropriate form under the Securities Act of 1933 with respect to the Exchange Notes. Pursuant to the Registration Rights Agreement, Omnicare and the Guarantors are offering to Holders of Transfer Restricted Securities who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for exchange notes. If: (1) Omnicare and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or (2) any Holder of Transfer Restricted Securities notifies Omnicare prior to the 20th day following consummation of the Exchange Offer that: (a) it is prohibited by law or SEC policy from participating in the Exchange Offer; or (b) that it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (c) that it is a broker-dealer and owns old notes acquired directly from Omnicare or an affiliate of Omnicare, Omnicare and the Guarantors will file with the SEC a Shelf Registration Statement to cover resales of the old notes by the Holders of the old notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. For purposes of the preceding, 'Transfer Restricted Securities' means each note until: (1) the date on which such note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; (2) following the exchange by a broker-dealer in the Exchange Offer of a note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (3) the date on which such note has been effectively registered under the Securities Act of 1933 and disposed of in accordance with the Shelf Registration Statement; or (4) the date on which such note may be distributed to the public pursuant to Rule 144(k) under the Securities Act of 1933. The registration rights agreement provides that: (1) unless the Exchange Offer would not be permitted by applicable law or SEC policy, Omnicare and the Guarantors will (a) commence the Exchange Offer; and (b) use commercially reasonable efforts to issue on or prior to 45 business days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, Exchange Notes in exchange for all old notes tendered prior thereto in the Exchange Offer; and (2) if obligated to file the Shelf Registration Statement, Omnicare and the Guarantors will use commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to 45 days after such filing obligation arises and use commercially reasonable efforts to cause the 87

Shelf Registration to be declared effective by the SEC on or prior to 90 days after such obligation arises. If: (1) Omnicare and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or (2) any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the 'Effectiveness Target Date'); or (3) Omnicare and the Guarantors fail to consummate the Exchange Offer within 45 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or (4) any required Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a 'Registration Default'), then Omnicare and the Guarantors will pay Liquidated Damages to each Holder of old notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum. The amount of the Liquidated Damages will increase by an additional 0.25% per annum for each subsequent 90-day period until such Registration Default is cured, up to a maximum aggregate amount of liquidated damages of 1.00% per annum with respect to all Registration Defaults. The Liquidated Damages will cease accruing on such old notes when the Registration Default has been cured. All accrued Liquidated Damages will be paid by Omnicare and the Guarantors on each Damages Payment Date in the same manner as interest is paid on the old notes. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. As described elsewhere in this prospectus, holders of old notes are required to make certain representations to Omnicare in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with any Shelf Registration Statement and to provide comments on any Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their old notes included in any Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above. By acquiring Transfer Restricted Securities, a Holder will be deemed to have agreed to indemnify Omnicare and the Guarantors against certain losses arising out of information furnished by such Holder in writing for inclusion in any Shelf Registration Statement. Holders of old notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from Omnicare. CERTAIN DEFINITIONS Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. '5% Convertible Subordinated Debentures due 2007' means the $345.0 million in aggregate principal amount of 5% Convertible Subordinated Debentures due 2007 issued by Omnicare on December 10, 1997. 'Acquired Debt' means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person (limited to the maximum amount of liability of the specified Person with respect to such Lien). 88

'Affiliate' of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, 'control,' as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms 'controlling,' 'controlled by' and 'under common control with' have correlative meanings. 'Asset Sale' means: (1) the sale, lease, conveyance or other disposition by Omnicare or any of its Restricted Subsidiaries of any assets, other than sales of products and services in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Omnicare and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption ' -- Repurchase at the Option of Holders -- Change of Control' and/or the provisions described above under the caption ' -- Certain Covenants -- Merger, Consolidation or Sale of Assets' and not by the provisions of the Asset Sale covenant; and (2) the issuance of Equity Interests by any Restricted Subsidiary or the sale of Equity Interests in any Restricted Subsidiary. Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $7.5 million; (2) a transfer of assets between or among Omnicare and one or more Restricted Subsidiaries, (3) an issuance of Equity Interests by a Restricted Subsidiary to Omnicare or to another Restricted Subsidiary; (4) the sale, lease or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business; (5) the sale or other disposition of cash or Cash Equivalents; (6) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption ' -- Certain Covenants -- Restricted Payments'; (7) the sale and leaseback of any assets within 90 days of the acquisition of such assets; (8) a sale or other disposition of accounts receivable and related assets in connection with a financing transaction involving such assets (including, without limitation, in connection with a securitization or similar financing); (9) any disposition of property in the ordinary course of business by Omnicare or any Restricted Subsidiary that, in the good faith judgment of management of Omnicare, has become obsolete, worn out, damaged or no longer useful in the conduct of the business of Omnicare or the Restricted Subsidiaries; (10) any Asset Swap; (11) any sale of securities constituting Equity Interests that are issued by a subsidiary trust or similar financing vehicle in a transaction permitted under the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant; (12) any loans or other transfers of equipment to customers of Omnicare or any Restricted Subsidiary in the ordinary course of business for use with the products or services of Omnicare or any Restricted Subsidiary; and (13) the sale or issuance of a minimal number of Equity Interests in a Restricted Subsidiary that is a foreign entity to a foreign national to the extent required by local law or in a jurisdiction outside of the United States. 'Asset Swap' means an exchange by Omnicare or any Restricted Subsidiary of property or assets for property or assets of another Person; provided that (i) Omnicare or the applicable Restricted Subsidiary, as 89

the case may be, receives consideration at the time of such exchange at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of Omnicare's Board of Directors), and (ii) at least 75% of the consideration received in such exchange constitutes assets or other property of a kind usable by Omnicare and its Restricted Subsidiaries in a Permitted Business; provided, further, that any cash and Cash Equivalents received by Omnicare or any of its Restricted Subsidiaries in connection with such an exchange shall constitute Net Proceeds subject to the provisions under ' -- Asset Sales.' 'Beneficial Owner' has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular 'person' (as that term is used in Section 13(d)(3) of the Exchange Act), such 'person' will be deemed to have beneficial ownership of all securities that such 'person' has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms 'Beneficially Owns' and 'Beneficially Owned' have a corresponding meaning. 'Board of Directors' means: (1) with respect to a corporation, the board of directors of the corporation (or any duly authorized committee thereof); (2) with respect to a partnership, the Board of Directors (or any duly authorized committee thereof) of the general partner of the partnership; and (3) with respect to any other Person, the board or committee of such Person serving a similar function. 'Capital Lease Obligation' means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 'Capital Stock' means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 'Cash Equivalents' means: (1) United States dollars; (2) securities constituting direct obligations of the United States or any agency or instrumentality of the United States, the payment or guarantee of which constitutes a full faith and credit obligation of the United States, maturing in three years or less from the date of acquisition thereof; (3) securities constituting direct obligations of any State or municipality within the United States maturing in three years or less from the date of acquisition thereof which, in any such case, at the time of acquisition by Omnicare or any Restricted Subsidiary, is accorded one of the two highest long-term or short-term, as applicable, debt ratings by S&P or Moody's or any other United States nationally recognized credit rating agency of similar standing; (4) certificates of deposit with a maturity of one year or less or bankers' acceptances issued by a bank or trust company having capital, surplus and undivided profits aggregating at least $500.0 million and having a short-term unsecured debt rating of at least 'P-1' by Moody's or 'A-1' by S&P; (5) eurodollar time deposits with maturities of one year or less and overnight bank deposits with any bank or trust company having capital, surplus and undivided profits aggregating at least $500.0 90

million and having a short-term unsecured debt rating of at least 'P-1' by Moody's or 'A-1' by S&P; (6) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3), (4) and (5) above entered into with any financial institution meeting the qualifications specified in such clauses above; (7) commercial paper maturing in 270 days or less from the date of issuance which, at the time of acquisition by Omnicare or any Restricted Subsidiary, is accorded a rating of 'A2' or better by S&P or 'P2' or better by Moody's or any other United States nationally recognized credit rating agency of similar standing; and (8) any fund or other pooling arrangement at least 95% of the assets of which constitute Investments described in clauses (1) through (7) of this definition. 'Change of Control' means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Omnicare and its Restricted Subsidiaries taken as a whole to any 'person' (as that term is used in Section 13(d)(3) of the Exchange Act); (2) the adoption of a plan relating to the liquidation or dissolution of Omnicare; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any 'person' (as defined above), other than one or more Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 45% of the Voting Stock of Omnicare, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Board of Directors of Omnicare are not Continuing Directors. 'Consolidated Assets' of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries on a consolidated basis at such date, as determined in accordance with GAAP. 'Consolidated Cash Flow' means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus: (1) an amount equal to any extraordinary, unusual or non-recurring loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus (4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus 91

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Consolidated Cash Flow of Omnicare only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Omnicare by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 'Consolidated Net Income' means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; (3) for purposes of the 'Restricted Payments' covenant above, the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and (4) the cumulative effect of a change in accounting principles will be excluded. 'Consolidated Net Worth' of any Person as of any date means the stockholders' equity (including any preferred stock that is classified as equity under GAAP, other than Disqualified Stock) of such Person and its Restricted Subsidiaries (excluding any equity adjustment for foreign currency translation for any period subsequent to the date of the indenture) on a consolidated basis at such date, as determined in accordance with GAAP. 'Continuing Directors' means, as of any date of determination, any member of the Board of Directors of Omnicare who: (1) was a member of such Board of Directors on the date of the indenture; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. 'Convertible Preferred Stock' means any convertible preferred stock or similar securities of Omnicare or any subsidiary trust (or similar financing vehicle) that are convertible at the option of the holder thereof into common stock of Omnicare. 'Convertible Subordinated Indebtedness' means any Indebtedness of Omnicare that is subordinated to the notes and that is convertible at the option of the holder thereof into common stock of Omnicare (including, without limitation, any Indebtedness incurred in connection with a transaction involving the sale by Omnicare of purchase contracts to acquire Omnicare common stock at a future date), and, if applicable, any related securities issued by a subsidiary trust or similar financing vehicle in connection therewith. 'Credit Agreement' means that certain proposed Credit Agreement, as contemplated by the related commitment letter dated as of March 5, 2001, by and among Omnicare and Bank One, NA (having its 92

principal office in Chicago, Illinois), as administrative agent, Banc One Capital Markets, Inc., as joint lead arranger and sole book runner, UBS Warburg LLC, as joint lead arranger and syndication agent, Lehman Commercial Paper Inc., as syndication agent, SunTrust Bank, as documentation agent, and Deutsche Bank AG, New York branch, as documentation agent, providing for up to $500 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (including, without limitation, as to principal amount), modified, renewed, refunded, replaced or refinanced from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto). 'Credit Facilities' means, one or more debt facilities (including, without limitation, the Credit Agreement (and, if they are not refinanced, the Existing Credit Facilities)) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended (including, without limitation, as to principal amount), restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto). 'Default' means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 'Designated Senior Debt' means: (1) any Indebtedness outstanding under the Credit Agreement (and, if they are not refinanced, under the Existing Credit Facilities); and (2) after payment in full of all Obligations under the Credit Agreement (and, if they are not refinanced, under the Existing Credit Facilities), any other Senior Debt permitted under the indenture the principal amount of which is $35.0 million or more and that has been designated by Omnicare as 'Designated Senior Debt.' 'Disqualified Stock' means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the exchange notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Omnicare to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Omnicare may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption ' -- Certain Covenants -- Restricted Payments.' 'Domestic Subsidiary' means any Restricted Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia. 'Equity Interests' means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 'Equity Offering' means any public or private sale by Omnicare for cash (in an amount resulting in gross proceeds of not less than $25.0 million) of its common stock or preferred stock (excluding Disqualified Stock). 'Excluded Subsidiaries' means those Domestic Subsidiaries that are designated by Omnicare as Domestic Subsidiaries that will not be Guarantors; provided, however, that in no event will the Excluded Subsidiaries, either individually or collectively, hold more than 10% of the consolidated assets of Omnicare and its Domestic Subsidiaries as of the end of any fiscal quarter or account for more than 10% of the consolidated revenue of Omnicare and its Domestic Subsidiaries during the most recent four-quarter period (in each case determined as of the most recent fiscal quarter for which Omnicare has internal financial statements available); provided, further, that any Domestic Subsidiary that guarantees other 93

Indebtedness of Omnicare may not be designated as or continue to be an Excluded Subsidiary. In the event any Domestic Subsidiaries previously designated as Excluded Subsidiaries cease to meet the requirements of the previous sentence, Omnicare will promptly cause one or more of such Domestic Subsidiaries to become Guarantors so that the requirements of the previous sentence are complied with. 'Existing Credit Facilities' means that certain (i) $400 million revolving credit facility, dated October 1996, by and among Omnicare, Bank One, NA and the lenders thereto and (ii) $400 million 364-day credit facility, dated December 1998, by and among Bank One, NA and the lenders thereto, as amended in September 2000 to extend such credit facility through August 31, 2001 and reduce the commitment to $300 million. 'Existing Indebtedness' means Indebtedness of Omnicare and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture, until such amounts are repaid. 'Fixed Charges' means, with respect to any specified Person for any period, the sum, without duplication, of: (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, to the extent such Guarantee or Lien is called upon; plus (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Omnicare (other than Disqualified Stock) or to Omnicare or a Restricted Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. 'Fixed Charge Coverage Ratio' means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the 'Calculation Date'), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio pro forma effect will be given to: (1) acquisitions of any operations or businesses or assets (other than assets acquired in the ordinary course of business) that have been made by the specified Person or any of its Restricted Subsidiaries, including through purchases or through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, as if they had occurred on the first day of the four-quarter reference period; and 94

(2) the discontinuance of operations or businesses and dispositions of operations or businesses or assets (other than assets disposed of in the ordinary course of business) during the four quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, as if they had occurred on the first day of the four quarter reference period. 'GAAP' means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of determination. 'Guarantee' means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. 'Guarantors' means each of: (1) the Domestic Subsidiaries of Omnicare as of the indenture date other than Excluded Subsidiaries; and (2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns. 'Hedging Obligations' means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates. 'Indebtedness' means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker's acceptances; (4) representing Capital Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property; or (6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term 'Indebtedness' includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person, in each case limited to the maximum amount of liability of the specified Person with respect to such Lien or Guarantee on the date in question. Notwithstanding anything in the foregoing to the contrary, Indebtedness shall not include trade payables or accrued expenses for property or services incurred in the ordinary course of business. The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness. 'Investment Grade' means (1) with respect to S&P, any of the rating categories from and including AAA to and including BBB- and (2) with respect to Moody's, any of the rating categories from and including Aaa to and including Baa3. 'Investments' means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), 95

advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Omnicare or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, Omnicare will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption ' -- Certain Covenants -- Restricted Payments'; provided that Omnicare shall not have been deemed to have made an Investment pursuant to the foregoing if Omnicare shall have previously or concurrently therewith been deemed to have made an Investment in connection with such Equity Interests. The acquisition by Omnicare or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by Omnicare or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption ' -- Certain Covenants -- Restricted Payments'; provided, Omnicare or such Restricted Subsidiary shall not have been deemed to have made an Investment pursuant to the foregoing if Omnicare or any Restricted Subsidiary shall have previously or concurrently therewith been deemed to have made an Investment in connection with such acquisition. 'Investments' shall exclude extensions of trade credit. 'Lien' means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 'Liquidated Damages' means all liquidated damages then owing pursuant to Section 5 of the registration rights agreement. 'Net Income' means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any extraordinary, unusual or non-recurring gain, charge, expense or loss, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain, charge, expense or loss. 'Net Proceeds' means the aggregate cash proceeds and Cash Equivalents received by Omnicare or its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, any relocation expenses incurred as a result of the Asset Sale, any taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the repayment of Indebtedness, all distributions and other payments required to be made to non-majority interest holders in subsidiaries or joint ventures as a result of such Asset Sale and appropriate amounts to be provided by Omnicare or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by Omnicare or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale. 96

'Obligations' means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 'Permitted Business' means the definition assigned to the term 'Health Care Company' in the Credit Agreement (or, if not refinanced, the Existing Credit Facilities), plus any business that Omnicare or any Restricted Subsidiary is engaged in on the date of the indenture. 'Permitted Investments' means: (1) any Investment in Omnicare or in a Restricted Subsidiary; (2) any Investment in Cash Equivalents; (3) any Investment by Omnicare or any Restricted Subsidiary in a Person, if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Omnicare or a Restricted Subsidiary; (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption ' -- Repurchase at the Option of Holders -- Asset Sales'; (5) any Investment received to the extent the consideration therefor was the issuance of Equity Interests (other than Disqualified Stock) of Omnicare; (6) Hedging Obligations; (7) intercompany Indebtedness to the extent permitted under the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant; (8) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business and Investments to secure participation in government reimbursement programs; (9) loans and advances to officers, directors and employees made in the ordinary course of business; (10) Investments represented by accounts and notes receivable created or acquired in the ordinary course of business; (11) Investments existing on the date on which the notes were originally issued and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced; (12) Investments by any qualified or nonqualified benefit plan established by Omnicare or its Restricted Subsidiaries made in accordance with the terms of such plan, or any Investments made by Omnicare or any Restricted Subsidiary in connection with the funding thereof; (13) Investments received in settlement of debts owed to Omnicare or any Restricted Subsidiary, including, without limitation, as a result of foreclosure, perfection or enforcement of any Lien or indebtedness or in connection with any bankruptcy, liquidation, receivership or insolvency proceeding; (14) Investments as of the date of the indenture in Unrestricted Subsidiaries so designated as of the date of the indenture; (15) Investments in any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of issuing trust preferred or similar securities in a transaction permitted by the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant; and (16) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other outstanding Investments made pursuant to this clause (16), not to exceed 15.0% of Consolidated Assets in the aggregate at any one time outstanding. 97

'Permitted Junior Securities' means: (1) Equity Interests in Omnicare or any Guarantor; or (2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the exchange and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture. 'Permitted Liens' means: (1) Liens securing Senior Debt; (2) Liens in favor of Omnicare or its Restricted Subsidiaries; (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Omnicare or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Omnicare or the Restricted Subsidiary; (4) Liens on property existing at the time of acquisition of the property by Omnicare or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition; (5) Liens to secure Indebtedness (including, without limitation, Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled ' -- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock' covering only the assets acquired with such Indebtedness; (6) Liens existing on the date of the indenture; (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; (8) Liens securing any Hedging Obligations of Omnicare or any Restricted Subsidiary, (9) Liens securing any Indebtedness otherwise permitted to be incurred under the indenture, the proceeds of which are used to refinance Indebtedness of Omnicare or any Restricted Subsidiary, provided that such Liens extend to or cover only the assets secured by the Indebtedness being refinanced; (10) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary; provided that such Liens were not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (11) statutory Liens and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if Omnicare or any applicable Restricted Subsidiaries shall have made any reserves or other appropriate provision required by GAAP; (12) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance, return-of-money bonds, participation in government reimbursement programs and other similar obligations; (13) judgment Liens not giving rise to an Event of Default, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (14) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the conduct of the business of Omnicare or any of its Restricted Subsidiaries; 98

(15) any interest or title of a lessor in assets or property subject to Capitalized Lease Obligations or an operating lease of Omnicare or any Restricted Subsidiary; (16) Liens incurred in connection with a financing involving the sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing); (17) leases or subleases granted to others not interfering with the ordinary conduct of the business of Omnicare or any of the Restricted Subsidiaries; (18) bankers' liens with respect to the right of set-off arising in the ordinary course of business against amounts maintained in bank accounts or certificates of deposit in the name of Omnicare or any Restricted Subsidiary; (19) the interest of any issuer of a letter of credit in any cash or Cash Equivalents deposited with or for the benefit of such issuer as collateral for such letter of credit; provided that the Indebtedness so collateralized is permitted to be incurred by the terms of the indenture; (20) any Lien consisting of a right of first refusal or option to purchase an ownership interest in any Restricted Subsidiary or to purchase assets of Omnicare or any Restricted Subsidiary, which right of first refusal or option is entered into in the ordinary course of business or is otherwise permitted under the indenture; (21) any Lien granted to the Trustee pursuant to the terms of the indenture and any substantially equivalent Lien granted to the respective trustees under the indentures for other debt securities of Omnicare; and (22) Liens incurred in the ordinary course of business of Omnicare or any Restricted Subsidiary with respect to obligations that do not exceed $10.0 million at any one time outstanding. 'Permitted Refinancing Indebtedness' means any Indebtedness of Omnicare or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Omnicare or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith); (2) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is other than Senior Debt, such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than, the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes on terms not materially less favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by Omnicare, the obligor on the Permitted Refinancing Indebtedness may not be a Restricted Subsidiary. 'Person' means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 'Principal' means Joel Gemunder, an entity controlled by Joel Gemunder and/or a trust for his benefit or any employee benefit plan of Omnicare (including plans for the benefit of employees of its Restricted Subsidiaries). 99

'Related Party' means: (1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or (2) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1). 'Replacement Assets' mean properties or assets substantially similar to the assets disposed of in a particular Asset Sale and acquired to replace the properties or assets that were the subject of such Asset Sale or that are otherwise useful in a Permitted Business. 'Restricted Investment' means an Investment other than a Permitted Investment. 'Restricted Subsidiary' means any direct or indirect Subsidiary of Omnicare other than an Unrestricted Subsidiary. 'Senior Debt' means: (1) all obligations of Omnicare or any Guarantor related to the Credit Agreement (and, if they are not refinanced, the Existing Credit Facilities), whether for principal, premium, if any, interest, including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against Omnicare or such Guarantor under applicable bankruptcy laws, whether or not such interest is lawfully allowed as a claim after such filing, and all other amounts payable in connection therewith, including, without limitation, any fees, premiums, penalties, expenses, reimbursements, indemnities, damages and other liabilities; and (2) the principal of, premium, if any, and interest on all other Indebtedness of Omnicare or any Guarantor, other than the notes, and all Hedging Obligations, in each case whether outstanding on the date of the indenture or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness or Hedging Obligation, the instrument creating or evidencing the Indebtedness or Hedging Obligation expressly provides that such Indebtedness or Hedging Obligation shall not be senior in right of payment to the notes. Notwithstanding the foregoing, 'Senior Debt' does not include: (a) Indebtedness evidenced by the notes and the Subsidiary Guarantees; (b) Indebtedness of Omnicare or any Guarantor that is expressly subordinated in right of payment to any Senior Debt of Omnicare or such Guarantor or the notes or the applicable Subsidiary Guarantee; (c) Indebtedness of Omnicare or any Guarantor that by operation of law is subordinate to any general unsecured obligations of Omnicare or such Guarantor; (d) Indebtedness of Omnicare or any Guarantor to the extent incurred in violation of any covenant prohibiting the incurrence of Indebtedness under the indenture; (e) any liability for federal, state or local taxes or other taxes, owed or owing by Omnicare or any Guarantor; (f) accounts payable or other liabilities owed or owing by Omnicare or any Guarantor to trade creditors, including guarantees thereof or instruments evidencing such liabilities; (g) amounts owed by Omnicare or any Guarantor for compensation to employees or for services rendered to Omnicare or such Guarantor; (h) Indebtedness of Omnicare or any Guarantor to any Restricted Subsidiary or any other Affiliate of Omnicare or such Guarantor; (i) Capital Stock of Omnicare or any Guarantor; (j) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the U.S. Code is without recourse to Omnicare or any Restricted Subsidiary; and (k) the 5% Convertible Subordinated Debentures due 2007. 100

'Significant Subsidiary' means any Subsidiary that would be a 'significant subsidiary' as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as such Regulation is in effect on the date hereof. 'Stated Maturity' means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 'Subsidiary' means, with respect to any specified Person, (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Restricted Subsidiaries or by such Person and one or more of its Restricted Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. 'Unrestricted Subsidiary' means any Subsidiary of Omnicare that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: (1) has no Indebtedness other than Indebtedness that is without recourse to Omnicare or its Restricted Subsidiaries; (2) is not party to any agreement, contract, arrangement or understanding with Omnicare or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to Omnicare or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Omnicare; (3) is a Person with respect to which neither Omnicare nor any of its Restricted Subsidiaries has any (a) continuing direct or indirect obligation to subscribe for additional Equity Interests or (b) direct or indirect obligation to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Omnicare or any of its Restricted Subsidiaries. In addition, any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of issuing trust preferred or similar securities in connection with a transaction permitted by the 'Incurrence of Indebtedness and Issuance of Preferred Stock' covenant, shall be an Unrestricted Subsidiary. Any designation of a Subsidiary of Omnicare as an Unrestricted Subsidiary after the date of the indenture will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption ' -- Certain Covenants -- Restricted Payments.' If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Omnicare as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption ' -- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock,' Omnicare will be in default of such covenant. The Board of Directors of Omnicare may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption ' -- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock,' calculated on a pro forma basis as if such designation had occurred at the beginning of the four quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 101

'Voting Stock' of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 'Weighted Average Life to Maturity' means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness. 102

DESCRIPTION OF CERTAIN INDEBTEDNESS NEW CREDIT FACILITY Concurrently with the closing of the private offering of the old notes, we entered into a new $495 million revolving credit facility, including a $25 million letter of credit subfacility, with Bank One, NA (having its principal office in Chicago, Illinois) ('Bank One'), as administrative agent, Banc One Capital Markets, Inc., as joint lead arranger and sole book runner, UBS Warburg LLC, as joint lead arranger and syndication agent, Lehman Commercial Paper Inc., as syndication agent, SunTrust Bank, as documentation agent, and Deutsche Bank AG, New York Branch, as documentation agent (the 'New Credit Facility'). Subsequent to the closing of the New Credit Facility, we closed on an additional $5 million of commitments that has brought the total commitment to $500 million. The New Credit Facility consists of a $500 million revolving loan commitment that has a three-year final maturity and allows us to reduce the commitment in increments of $5 million. The $25 million letter of credit subcommitment allows for the issuance of letters of credit that have a maximum duration not to exceed the maturity of the facility. The New Credit Facility is guaranteed by subsidiaries that, together with Omnicare, Inc., in the aggregate account for at least 90% of our consolidated assets and revenues. Loans under the New Credit Facility bear interest, at our option, at a rate equal to either (i) the higher of (a) Bank One's prime rate or (b) the federal funds rate plus 0.50% or (ii) (a) the quotient of (A) the interest rate in the London interbank market for loans of the same general interest period duration, divided by (B) one minus the maximum aggregate reserves imposed on Eurocurrency liabilities, plus (b) between one and one-quarter percent and two and one-half percent (depending on certain senior long-term debt ratings). The New Credit Facility limits, among other things, our ability to incur contingent obligations, to make investments, to make additional acquisitions or merge with another entity, to sell or to create or incur liens on assets, to repay other indebtedness prior to its stated maturity (including the notes) and to amend the indenture relating to the notes. In addition, the New Credit Facility requires us to meet certain financial tests. We can reborrow amounts repaid under the New Credit Facility prior to maturity. The New Credit Facility replaced our two previous credit facilities that existed prior to the closing of the private offering of the old notes. CONVERTIBLE NOTES We have outstanding $345 million aggregate principal amount of our Convertible Notes. The Convertible Notes bear interest at a rate of 5% per annum. Interest on the Convertible Notes is payable semi-annually on June 1 and December 1. Principal on the Convertible Notes is payable on December 1, 2007. The Convertible Notes are redeemable in whole or in part at a price, expressed as a percentage of the principal amount, ranging from 103.5% during the period beginning December 6, 2000 and ending on November 30, 2001 to 100.5% for the period beginning December 1, 2006 and ending on November 30, 2007, in each case plus accrued interest. The Convertible Notes are convertible at the option of the holder, unless previously redeemed, into our common stock at a conversion price of $39.60 per share, subject to adjustment in certain events. In the event of a Fundamental Change (as defined below), each holder of Convertible Notes has the right, at the holder's option, to require us to redeem all or any part of the holder's Convertible Notes at a price, expressed as a percentage of the principal amount, ranging from 103.5% during the period beginning December 6, 2000 and ending on November 30, 2001 to 100.5% for the period beginning December 1, 2006 and ending on November 30, 2007, in each case plus accrued interest. Our ability to repurchase the Convertible Notes following a Fundamental Change is dependent upon our having sufficient funds and may be limited by the terms of our other indebtedness or the subordination provisions of the indenture relating to the Convertible Notes. As defined in the indenture relating to the Convertible Notes, 'Fundamental Change' means the occurrence of any transaction or event in connection with which all of our common stock is exchanged for, converted into, is acquired for, or constitutes in all material respects solely the right to receive, consideration which is not all or substantially all common stock listed (or upon consummation of or immediately following such transaction or event which will be listed) on a United States national securities exchange or approved for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices (whether by means of an exchange 103

offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise). The old notes and the exchange notes offered by this prospectus are senior to the Convertible Notes. MATERIAL FEDERAL INCOME TAX CONSIDERATIONS The following is a discussion of the material U.S. federal income tax considerations relevant to the exchange of notes for the exchange notes pursuant to the exchange offer. This discussion is based upon currently existing provisions of the Internal Revenue code of 1986, as amended, Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly on a retroactive basis. There can be no assurance that the Internal Revenue Service will not take positions contrary to those taken in this discussion, and no ruling from the Internal Revenue Service has been or will be sought. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to particular holders of exchange notes in light of their individual circumstances, not does it address the U.S. federal income tax considerations that may be relevant to holders subject to special rules, including, for example, banks and other financial institutions, insurance companies, tax-exempt entities, dealers in securities, and persons holding exchange notes as part of a hedging or conversion transaction or a straddle. Holders are urged to consult their own tax advisors as to the particular U.S. federal income tax consequences to them of exchanging old notes for exchange notes, as well as the tax consequences under state, local, foreign and other tax laws, and the possible effects of changes in tax laws. We believe that the exchange of old notes for the exchange notes pursuant to the exchange offer will not be treated as an 'exchange' for U.S. federal income tax purposes. Consequently, we believe that a holder that exchanges old notes for exchange notes pursuant to the exchange offer will not recognize taxable gain or loss on such exchange, such holder's adjusted tax basis in the exchange notes will be the same as its adjusted tax basis in the old notes exchanged therefor immediately before such exchange, and such holder's holding period for the exchange notes will include the holding period for the old notes exchanged therefor. PLAN OF DISTRIBUTION Each Participating Broker-Dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, until , or until all restricted securities covered by the exchange offer registration statement have been sold, whichever period is shorter, we will make this prospectus, as it may be amended or supplemented, available to any Participating Broker-Dealer for use in connection with any such resale. We will not receive any proceeds from any sale of exchange notes by Participating Broker-Dealers. Exchange notes received by Participating Broker-Dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or 104

to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Participating Broker-Dealer or the purchasers of any such exchange notes. Any Participating Broker-Dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an 'underwriter' within the meaning of the Securities Act of 1933 and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an 'underwriter' within the meaning of the Securities Act of 1933. Up until , we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any Participating Broker-Dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the old notes, other than commissions and concessions of any Participating Broker-Dealer and will indemnify the holders of the old notes, including any Participating Broker-Dealers, against certain liabilities, including liabilities under the Securities Act of 1933. LEGAL MATTERS The validity of the exchange notes will be passed upon for us by Dewey Ballantine LLP, New York, New York. EXPERTS The financial statements as of December 31, 2000 and 1999 and for each of the three years in the period ended December 31, 2000 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information required by the Securities Exchange Act of 1934 with the SEC. You may read and copy any document we file at the following SEC public reference rooms: <TABLE> <S> <C> <C> 450 5th Street, N.W. Seven World Trade Center Citicorp Center Room 1024 Suite 1300 500 West Madison Street Washington, D.C. 20549 New York, NY 10048 Suite 1400 Chicago, IL 60661 </TABLE> Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available from the SEC's web site at: http://www.sec.gov. Copies of these reports, proxy statements and other information also can be inspected at the following address: New York Stock Exchange 20 Broad Street New York, New York 10005 105

DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS We are incorporating the following documents by reference into this prospectus. The information in these documents is considered a part of this prospectus, and documents filed later with the SEC will update and supercede this information. <TABLE> <CAPTION> REPORT PERIOD ------ ------ <S> <C> Annual Report on Form 10-K....... Fiscal year ended December 31, 2000 (including those portions of our Definitive Proxy Statement dated April 10, 2001 incorporated by reference therein). Current Reports on Form 8-K...... Current Reports dated March 6, 2001 (exclusive of portions thereof, including exhibits, filed pursuant to Item 9 of Form 8-K) and March 23, 2001. Quarterly Report on Form 10-Q.... Quarterly period ended March 31, 2001 </TABLE> Any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the exchange offer expires will also be incorporated by reference in this prospectus. You may request a copy of our filings by writing or telephoning us at the following address: Omnicare, Inc. Attention: Peter Laterza -- Vice President and General Counsel 100 East RiverCenter Blvd., Suite 1600 Covington, Kentucky 41011 (859) 392-3300 Descriptions in this prospectus, including those contained in the documents incorporated by reference, of contracts and other documents are not necessarily complete and, in each instance, reference is made to the copies of these contracts and documents filed as exhibits to the documents incorporated by reference in this prospectus. 106

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> PAGE <S> <C> AUDITED FINANCIAL STATEMENTS AS OF AND FOR THE THREE YEARS ENDED DECEMBER 31, 2000 Report of Independent Accountants........................... F-2 Consolidated Statement of Income............................ F-3 Consolidated Balance Sheet.................................. F-4 Consolidated Statement of Cash Flows........................ F-5 Consolidated Statement of Stockholders' Equity.............. F-6 Notes to Consolidated Financial Statements.................. F-7 UNAUDITED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 Consolidated Statement of Income............................ F-26 Consolidated Balance Sheet.................................. F-27 Consolidated Statement of Cash Flows........................ F-28 Notes to Consolidated Financial Statements.................. F-29 </TABLE> F-1

REPORT OF INDEPENDENT ACCOUNTANTS [LOGO] To the Stockholders and Board of Directors of Omnicare, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income and stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Omnicare, Inc. and its subsidiaries at December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Cincinnati, Ohio February 2, 2001, except for the first paragraph of Note 6, as to which the date is March 28, 2001 F-2

CONSOLIDATED STATEMENT OF INCOME Omnicare, Inc. and Subsidiary Companies (In thousands, except per share data) <TABLE> <CAPTION> For the years ended December 31, 2000 1999 1998 ------------------------------------------------------------------------------------------------- <S> <C> <C> <C> Sales $1,971,348 $1,861,921 $1,517,370 Cost of sales 1,445,955 1,338,638 1,058,743 ------------------------------------------------------------------------------------------------- Gross profit 525,393 523,283 458,627 Selling, general and administrative expenses 367,507 351,639 283,438 Acquisition expenses, pooling-of-interests (Note 2) -- (55) 15,441 Restructuring and other related charges (Note 12) 27,199 35,394 3,627 ------------------------------------------------------------------------------------------------- Operating income 130,687 136,305 156,121 Investment income 1,910 1,532 3,356 Interest expense (55,074) (46,166) (23,611) ------------------------------------------------------------------------------------------------- Income before income taxes 77,523 91,671 135,866 Income taxes 28,706 33,950 55,487 ------------------------------------------------------------------------------------------------- Net income $ 48,817 $ 57,721 $ 80,379 ================================================================================================= Earnings per share: Basic $ 0.53 $ 0.63 $ 0.90 ================================================================================================= Diluted $ 0.53 $ 0.63 $ 0.90 ================================================================================================= Weighted average number of common shares outstanding: Basic 92,012 90,999 89,081 ================================================================================================= Diluted 92,012 91,238 89,786 ================================================================================================= Comprehensive income $ 47,616 $ 56,673 $ 80,431 ================================================================================================= </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-3

CONSOLIDATED BALANCE SHEET Omnicare, Inc. and Subsidiary Companies (In thousands, except share data) <TABLE> <CAPTION> December 31, 2000 1999 -------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 111,607 $ 97,267 Restricted cash 2,300 -- Accounts receivable, less allowances of $40,497 (1999-$36,883) 440,785 422,283 Unbilled receivables 18,933 18,450 Inventories 129,404 120,280 Deferred income tax benefits 26,338 17,336 Other current assets 88,371 76,729 -------------------------------------------------------------------------------------------------------------------------- Total current assets 817,738 752,345 Properties and equipment, at cost less accumulated depreciation of $132,308 (1999-$106,022) 158,535 162,133 Goodwill, less accumulated amortization of $115,832 (1999-$83,243) 1,168,151 1,188,941 Other noncurrent assets 65,794 64,554 -------------------------------------------------------------------------------------------------------------------------- Total assets $2,210,218 $2,167,973 ========================================================================================================================== LIABILITIES AND STOCKHOLDERS'EQUITY Current liabilities: Accounts payable $ 118,941 $ 108,189 Amounts payable pursuant to acquisition agreements 4,372 9,053 Current portion of long-term debt 1,619 77,413 Accrued employee compensation 30,113 50,498 Deferred revenue 28,333 24,321 Income taxes payable 14,238 -- Other current liabilities 59,393 52,769 -------------------------------------------------------------------------------------------------------------------------- Total current liabilities 257,009 322,243 Long-term debt 435,706 391,944 5% convertible subordinated debentures, due 2007 345,000 345,000 Deferred income taxes 63,579 37,360 Amounts payable pursuant to acquisition agreements 12,675 13,878 Other noncurrent liabilities 27,826 29,168 -------------------------------------------------------------------------------------------------------------------------- Total liabilities 1,141,795 1,139,593 Stockholders' equity: Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding -- -- Common stock, $1 par value, 200,000,000 shares authorized, 92,730,600 shares issued and outstanding (1999-91,611,800 shares issued and outstanding) 92,731 91,612 Paid-in capital 692,695 684,419 Retained earnings 315,638 275,114 -------------------------------------------------------------------------------------------------------------------------- 1,101,064 1,051,145 Treasury stock, at cost-574,200 shares (1999-325,500 shares) (10,808) (6,950) Deferred compensation (18,915) (14,098) Accumulated other comprehensive income (2,918) (1,717) -------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 1,068,423 1,028,380 -------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $2,210,218 $2,167,973 ========================================================================================================================== </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-4

CONSOLIDATED STATEMENT OF CASH FLOWS Omnicare, Inc. and Subsidiary Companies (In thousands) <TABLE> <CAPTION> For the years ended December 31, 2000 1999 1998 ----------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> Cash flows from operating activities: Net income $ 48,817 $ 57,721 $ 80,379 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 32,211 32,682 22,977 Amortization 41,762 36,682 24,659 Provision for doubtful accounts 26,729 22,056 12,405 Deferred tax provision 19,767 23,073 7,579 Non-cash portion of restructuring charges 6,804 4,198 1,948 Unrealized appreciation in fair value of investments 493 -- -- Changes in assets and liabilities, net of effects from acquisition of businesses: Accounts receivable and unbilled receivables (44,314) (83,959) (84,276) Inventories (8,988) 1,146 (18,786) Current and noncurrent assets (11,203) (43,837) (15,466) Accounts payable 11,115 29,072 27,413 Accrued employee compensation (14,436) 15,202 3,999 Deferred revenue 4,012 5,278 (3,190) Current and noncurrent liabilities 19,932 1,800 29,866 ----------------------------------------------------------------------------------------------------------- Net cash flows from operating activities 132,701 101,114 89,507 ----------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses (41,664) (144,079) (398,686) Capital expenditures (32,423) (58,749) (53,179) Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust (2,300) -- -- Marketable securities -- -- 2,084 Other 271 (689) 63 ----------------------------------------------------------------------------------------------------------- Net cash flows from investing activities (76,116) (203,517) (449,718) ----------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Borrowings on line of credit facilities -- 170,000 305,000 Payments on line of credit facilities (30,000) (10,000) -- Principal payments on long-term obligations (1,838) (3,502) (22,796) Fees paid for financing arrangements (635) (641) (1,761) (Payments) for and proceeds from exercise of stock options and warrants, net of stock tendered in payment (1,011) (2,152) 3,050 Dividends paid (8,293) (8,203) (6,841) ----------------------------------------------------------------------------------------------------------- Net cash flows from financing activities (41,777) 145,502 276,652 ----------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (468) (144) (191) ----------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 14,340 42,955 (83,750) Cash and cash equivalents at beginning of period 97,267 54,312 138,062 ----------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $111,607 $ 97,267 $ 54,312 =========================================================================================================== </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-5

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Omnicare, Inc. and Subsidiary Companies (In thousands, except per share data) <TABLE> <CAPTION> Accumulated Unallocate Other Total Common Paid-in Retained Treasury Deferred Stock of Comprehensive Stockholders' Stock Capital Earnings Stock Compensation ESOP Income Equity ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Balance at December 31, 1997 $88,261 $609,117 $151,153 $ (2,926) $(14,807) $(940) $ (105) $ 829,753 Pooling-of-interests (Note 2) 549 803 1,245 -- -- -- -- 2,597 Net income -- -- 80,379 -- -- -- -- 80,379 Dividends paid ($0.08 per share) -- -- (6,841) -- -- -- -- (6,841) Stock and warrants issued in connection with acquisitions 868 39,312 -- (4,107) -- -- -- 36,073 Exercise of warrants 175 1,965 -- 518 -- -- -- 2,658 Exercise of stock options 232 894 -- 3,669 -- -- -- 4,795 Stock awards, net of amortization 375 12,134 -- (1,320) 1,875 -- -- 13,064 Decrease in unallocated stock -- -- -- -- -- 940 -- 940 Cumulative translation adjustment -- -- -- -- -- -- 52 52 Other -- -- 1 -- -- -- -- 1 ---------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1998 90,460 664,225 225,937 (4,166) (12,932) -- (53) 963,471 Pooling-of-interests (Note 2) 333 326 (297) -- -- -- -- 362 Net income -- -- 57,721 -- -- -- -- 57,721 Dividends paid ($0.09 per share) -- -- (8,203) -- -- -- -- (8,203) Stock and warrants issued in connection with acquisitions 151 3,799 -- (3) -- -- -- 3,947 Stock acquired for benefit plans -- -- -- (1,092) -- -- -- (1,092) Exercise of warrants 52 697 -- -- -- -- -- 749 Exercise of stock options 14 (437) -- 806 -- -- -- 383 Stock awards, net of amortization 602 15,809 -- (2,495) (1,166) -- -- 12,750 Cumulative translation adjustment -- -- -- -- -- -- (1,664) (1,664) Other -- -- (44) -- -- -- -- (44) ---------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1999 91,612 684,419 275,114 (6,950) (14,098) -- (1,717) 1,028,380 Net income -- -- 48,817 -- -- -- -- 48,817 Dividends paid ($0.09 per share) -- -- (8,293) -- -- -- -- (8,293) Stock acquired for benefit plans -- -- -- (88) -- -- -- (88) Exercise of stock options 173 1,559 -- (1,882) -- -- -- (150) Stock awards, net of amortization 946 7,161 -- (1,840) (4,817) -- -- 1,450 Cumulative translation adjustment -- -- -- -- -- -- (1,694) (1,694) Unrealized appreciation in fair value of investments -- -- -- -- -- -- 493 493 Other -- (444) -- (48) -- -- -- (492) ---------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2000 $92,731 $692,695 $315,638 $(10,808) $(18,915) $ -- $(2,918) $ 1,068,423 ================================================================================================================================== </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Summary of Significant Accounting Policies ------------------------------- Principles of Consolidation The consolidated financial statements of Omnicare, Inc. ("Omnicare" or the "Company") include the accounts of all wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Translation of Foreign Financial Statements Assets and liabilities of the Company's foreign operations are translated at the year-end rate of exchange, and the income statements are translated at the average rate of exchange for the year. Gains or losses from translating foreign currency financial statements are accumulated in a separate component of stockholders' equity. Cash Equivalents Cash equivalents include all investments in highly liquid instruments with original maturities of three months or less. Inventories Inventories consist primarily of purchased pharmaceuticals and medical supplies held for sale to customers and are stated at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. Properties and Equipment Properties and equipment are stated at cost. Expenditures for maintenance, repairs, renewals and betterments that do not materially prolong the useful lives of the assets are charged to expense as incurred. Depreciation of properties and equipment is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to forty years. Leasehold improvements are amortized over the lesser of the lease terms, including renewal options, or their useful lives. Leases Leases that substantially transfer all of the benefits and risks of ownership of property to Omnicare or otherwise meet the criteria for capitalizing a lease under generally accepted accounting principles are accounted for as capital leases. An asset is recorded at the time a capital lease is entered into together with its related long-term obligation to reflect its purchase and financing. Property and equipment recorded under capital leases are depreciated on the same basis as previously described. Rental payments under operating leases are expensed as incurred. Goodwill, Intangibles and Other Assets Intangible assets, comprised primarily of goodwill arising from business combinations accounted for as purchase transactions, are amortized using the straight-line method over forty years. At each balance sheet date, the Company reviews the recoverability of goodwill. The measurement of possible impairment is based primarily on the ability to recover the balance of the goodwill from expected future operating cash flows on an undiscounted basis. In management's opinion, no such impairment exists as of December 31, 2000 or 1999. Debt issuance costs as of December 31, 2000 and 1999 are included in other assets and are amortized using the straight-line method (which approximates the effective interest method) over the life of the related debt. Fair Value of Financial Instruments The fair value of the Company's line of credit facilities approximates their carrying value, and the fair value of the convertible subordinated debentures was $277.7 million at December 31, 2000. Revenue Recognition Revenue is recognized when products or services are delivered or provided to the customer. Asignificant portion of the Company's revenues from sales of pharmaceutical and medical products is reimbursable from Medicaid and Medicare programs. The Company monitors its receivables from these reimbursement sources under policies established by management and reports such revenues at the net realizable amount expected to be received from these third-party payors. Additionally, a portion of the Company's revenues are earned by performing services under contracts with various pharmaceutical, biotechnology, medical device and diagnostics companies, based on contract terms. Most of the contracts provide for services to be performed on a units of service basis. These contracts specifically identify the units of service and unit pricing. Under these contracts, revenue is generally recognized upon completion of the units of service, unless the units of service are performed over an extended period of time. For extended units of service, revenue is recognized based on labor hours expended as a percentage of total labor hours expected to be expended. For time-and-materials contracts, revenue is recognized at contractual hourly rates, and for fixed-price contracts revenue is recognized using a method similar to that used for extended units of service. The Company's contracts provide for price renegotiations upon scope of work changes. The Company recognizes revenue related to these scope changes when underlying services are performed and realization is assured. In a number of cases, clients are required to make termination payments in addition to payments for services already rendered. Any anticipated losses resulting from contract performance are charged to earnings in the period identified. Billings and payments are specified in each contract. Revenue recognized in excess of billings is classified as unbilled receivables, while billings in excess of revenue are classified as deferred revenue on the accompanying balance sheets. Income Taxes The Company accounts for income taxes using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Earnings Per Share Data Basic earnings per share are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the dilutive effect of stock options and warrants. The $345.0 million of 5.0% Convertible Subordinated Debentures due 2007 were not included in the diluted earnings per share calculations during the three years ended December 31, 2000 since the impact was antidilutive. Comprehensive Income Comprehensive income of the Company differs from net income due to foreign currency translation adjustments and unrealized appreciation in the fair value of investments. Recently Issued Accounting Standards Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, establishes accounting and reporting standards for derivative instruments and hedging activities and requires recognition of all derivatives as either assets or liabilities measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. SFAS No. 133, as amended, is effective for fiscal years beginning after June 15, 2000 and its adoption on January 1, 2001 did not have a material effect on the Company's consolidated financial statements. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and amounts reported in the accompanying notes. Actual results could differ from those estimates. Reclassifications Certain reclassifications of prior year amounts have been made to conform with the current year presentation. Note 2 - Acquisitions --------------------- Since 1989, the Company has been involved in a program to acquire providers of pharmaceutical products and related pharmacy management services and medical supplies to long-term care facilities and their residents. The Company's strategy has included the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally insignificant in size, which have been combined with existing pharmacy operations to augment their internal growth. From time to time, the Company may acquire other businesses such as long-term care software companies, contract research organizations, pharmacy consulting companies and medical supply companies, which complement the Company's core business. No acquisitions of businesses were completed during the year ended December 31, 2000. During the year ended December 31, 1999, the Company completed five acquisitions (excluding insignificant acquisitions), all of which were institutional pharmacy businesses. Four of the acquisitions were accounted for as purchases and one as a pooling-of-interests. The impact of the pooling-of-interests transaction on the Company's historical consolidated financial statements was not material. Consequently, prior period and current year financial statements were not restated for this transaction. During the year ended December 31, 1998, the Company completed 15 acquisitions (excluding insignificant acquisitions), including 12 institutional pharmacy businesses, a long-term care software company and two contract research organizations. Eleven of the acquisitions were accounted for as purchases and four as poolings-of-interests. The impact of the CompScript, Inc. ("CompScript") and IBAH, Inc. ("IBAH") pooling-of-interests transactions, discussed below in the "Pooling-of-Interests" section, on the Company's historical consolidated financial statements was material. Consequently, Omnicare's financial statements were restated to include the accounts and results of operations of CompScript and IBAH for all periods presented. The impact of the other two pooling-of-interests transactions completed by Omnicare on the Company's historical consolidated financial statements was not material. Consequently, prior period and current year financial statements were not restated for these transactions. Purchases For all acquisitions accounted for as purchases, including insignificant acquisitions, the purchase price paid for each has been allocated to the fair value of the assets acquired and liabilities assumed. Purchase price allocations are subject to final determination within one year after the acquisition date. On June 2, 1999, Omnicare announced the completion of the acquisition of the institutional pharmacy operations of Life Care Pharmacy Services, Inc. ("Life Care"), an affiliate of Life Care Centers of America, for approximately $63 million in cash and 300,000 warrants to purchase Omnicare common stock at $29.70 per share. The warrants have a seven-year term and are first exercisable in June 2002. Life Care had, at the time of the acquisition, contracts to provide comprehensive pharmacy and related consulting services to approximately 17,000 residents in twelve states. On September 17, 1998, Omnicare announced the completion of the acquisition of the institutional pharmacy operations of Extendicare Health Services, Inc. ("EHSI"), a wholly owned subsidiary of Extendicare Inc., for approximately $250 million in cash, 125,000 shares of Omnicare common stock and 1.5 million warrants to purchase Omnicare common stock at $48.00 per share. The warrants have a seven-year term and are first exercisable in September 2001. Based in Milwaukee, Wisconsin, the F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS pharmacy business of EHSI, operating under the name United Professional Companies, Inc., had, at the time of the acquisition, contracts to provide comprehensive pharmacy, related consulting and infusion therapy services to approximately 55,000 residents in more than 550 facilities in 12 states. The following table summarizes the aggregate purchase price for all businesses acquired which have been accounted for as purchases (in thousands): <TABLE> <CAPTION> Businesses acquired in 1999 1998 -------------------------------------------------------------------- <S> <C> <C> Cash $ 95,058 $342,460 Amounts payable in the future 8,805 13,749 Common stock 2,482 22,314 Warrants 1,644 10,509 -------------------------------------------------------------------- $107,989 $389,032 ==================================================================== </TABLE> Cash in the above table represents payments made in the year of acquisition, including retirement of indebtedness. This amount differs from cash paid for acquisition of businesses in the Consolidated Statement of Cash Flows due primarily to purchase price payments made during the year pursuant to acquisition agreements entered into in prior years. Warrants outstanding as of December 31, 2000, issued in prior years in connection with acquisitions, represent the right to purchase 2.0 million shares of Omnicare common stock. These warrants can be exercised at any time through 2006 at prices ranging from $14.25 to $48.00 per share. There were no warrants to purchase shares of common stock exercised in 2000. The purchase agreements for acquisitions generally include clauses whereby the seller will or may be paid additional consideration at a future date depending on the passage of time and/or whether certain future events occur. The agreements also include provisions containing a number of representations and covenants by the seller and provide that if those representations or covenants are violated or found not to have been true, Omnicare may offset any payments required to be made at a future date against any claims it may have under indemnity provisions in the agreement. There are no significant anticipated future offsets against acquisition related payables and/or contingencies under indemnity provisions as of December 31, 2000 and 1999. Amounts contingently payable (primarily earnout payments) through 2001 total approximately $15 million as of December 31, 2000 and, if paid, will be recorded as additional purchase price, serving to increase goodwill in the period in which the contingencies are resolved and payment is made. The results of operations of the companies acquired in purchase transactions have been included in the consolidated results of operations of the Company from the dates of acquisition. Unaudited pro forma combined results of operations of the Company for the year ended December 31, 1999 are presented below. Such pro forma presentation has been prepared assuming that the acquisitions had been made as of January 1, 1999 and includes pooling-of-interests expenses and restructuring and other related charges (in thousands, except per share data). <TABLE> <CAPTION> For the year ended December 31, 1999 ------------------------------------------ <S> <C> Pro Forma Sales $1,883,987 Net income 57,522 Earnings per share: Basic $ 0.63 Diluted $ 0.63 ------------------------------------------ </TABLE> The pro forma information does not purport to be indicative of operating results which would have occurred had the acquisitions been made at the beginning of the period or of results which may occur in the future. The primary pro forma adjustments reflect amortization of goodwill acquired on a straight-line basis over 40 years and interest costs. The pro forma information does not give effect to any synergies anticipated by the Company's management as a result of the acquisitions, in particular improvements in gross margin attributable to the Company's purchasing leverage associated with purchases of pharmaceuticals and the elimination of duplicate payroll and other operating expenses. Pooling-of-Interests On June 26, 1998, the Company completed the acquisition of CompScript in a pooling-of-interests transaction. Pursuant to the terms of the merger agreement, CompScript stockholders received .12947 of a share of Omnicare common stock for each share owned of CompScript commonstock. Omnicare issued approximately 1.8 million shares of its common stock with a value of approximately $67 million in this transaction. CompScript is a Boca Raton, Florida-based provider of comprehensive pharmacy management, infusion therapy and related consulting services to the long-term care, alternate care and managed care markets. At the time of the acquisition, CompScript served approximately 20,000 residents in 137 long-term care facilities in five states. On June 29, 1998, the Company completed the acquisition of IBAH in a pooling-of-interests transaction. Pursuant to the terms of the merger agreement, IBAH stockholders received .1638 of a share of Omnicare common stock for each share owned of IBAH common stock. Omnicare issued approximately 4.3 million shares of its common stock with a value of approximately $159 million in this transaction. IBAH, then headquartered in Blue Bell, Pennsylvania, is an international provider of comprehensive product development services to client companies in the F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS pharmaceutical, biotechnology, medical device and diagnostics industries. IBAH offers services for all stages of drug development that are intended to help client companies to accelerate products from discovery through development and commercialization more cost effectively. Net sales and net income (including pooling-of-interests expenses and restructuring and other related charges) for Omnicare, CompScript and IBAH for the period prior to the transactions are as follows (in thousands): <TABLE> <CAPTION> Omnicare CompScript IBAH Total ----------------------------------------------------------------------- <S> <C> <C> <C> <C> Six months ended June 30, 1998 Sales $616,453 $28,237 $53,762 $698,452 Net income (loss) 35,085 (2,147) (4,426) 28,512 </TABLE> In connection with the CompScript and IBAH mergers, in the second quarter of 1998, Omnicare recorded a charge to operating expenses of $17.7 million ($15.4 million after taxes) for direct and other merger-related costs pertaining to the merger transactions and certain related restructuring actions. Merger transaction costs consisted primarily of fees for investment bankers, attorneys, accountants, financial printing and other related charges. Restructuring costs include severance and exit costs. Details of these costs follow (in thousands): <TABLE> <CAPTION> Balance at Balance at Initial 1998 December 31, 1999 December 31, Provision Activity 1998 Activity 1999 -------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Merger transaction costs $14,096 $(7,536) $6,560 $(6,560) $ -- Restructuring costs: Employee severance 1,413 (395) 1,018 (1,018) -- Exit costs 2,214 (1,502) 712 (712) -- -------------------------------------------------------------------------------- Total $17,723 $(9,433) $8,290 $(8,290) $ -- ================================================================================ </TABLE> Restructuring costs include the costs of restructuring the CompScript mail order pharmacy business and the cancellation of agreements with certain CompScript vendors, as well as severance and exit costs associated with the consolidation of certain IBAH facilities and the restructuring of IBAH's pharmaceutics business. Collectively, these actions resulted in the reduction of approximately 20 employees. Included in the exit costs were $1.9 million of non-cash items. All actions relating to these restructuring activities have been completed. In accordance with accounting rules for pooling-of-interests transactions, charges to operating income for acquisition-related expenses were recorded upon completion of the pooling acquisitions. There were no acquisition-related expenses in 2000. Acquisition-related expenses totaled $0.8 million ($0.6 million aftertax) for the 1999 transactions and $15.4 million ($13.9 million aftertax) for the 1998 transactions. During 1999, the Company recorded income of $0.9 million ($1.0 million aftertax) relating to the net reversal of estimated CompScript and IBAH acquisition-related expenses resulting from the finalization of those costs. Note 3 - Cash and Cash Equivalents ---------------------------------- A summary of cash and cash equivalents follows (in thousands): <TABLE> <CAPTION> December 31, 2000 1999 -------------------------------------------------------------------- <S> <C> <C> Cash (including restricted cash) $ 64,899 $37,115 Money market funds 6,668 8,658 U.S. government-backed repurchase agreements 42,340 51,494 -------------------------------------------------------------------- $113,907 $97,267 ==================================================================== </TABLE> Repurchase agreements represent investments in U.S. government-backed securities (government agency and treasury issues at December 31, 2000 and 1999, respectively), under agreements to resell the securities to the counterparty. The term of the agreement usually spans overnight, but in no case is longer than 30 days. The Company has a collateralized interest in the underlying securities of repurchase agreements, which are segregated in the accounts of the bank counterparty. Note 4 - Properties and Equipment --------------------------------- Asummary of properties and equipment follows (in thousands): <TABLE> <CAPTION> December 31, 2000 1999 --------------------------------------------------------------------- <S> <C> <C> Land $ 1,553 $ 1,553 Buildings and building improvements 6,347 6,246 Computer hardware and software 119,829 103,164 Machinery and equipment 95,621 92,925 Furniture, fixtures and leasehold improvements 67,493 64,267 --------------------------------------------------------------------- 290,843 268,155 Accumulated depreciation (132,308) (106,022) --------------------------------------------------------------------- $ 158,535 $ 162,133 ===================================================================== </TABLE> Note 5 - Leasing Arrangements ----------------------------- The Company has operating leases that cover various real and personal property. In most cases, the Company expects that these leases will be renewed or replaced by other leases in the normal course of business. There are no significant contingent rentals in the Company's operating leases. F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a schedule of future minimum rental payments required under operating leases that have initial or remaining noncancellable terms in excess of one year as of December 31, 2000 (in thousands): <TABLE> <S> <C> 2001 $ 19,406 2002 17,697 2003 15,109 2004 12,452 2005 9,799 Later years 36,059 ------------------------------------------------------------ Total minimum payments required $110,522 ============================================================ </TABLE> Total rent expense under operating leases for the years ended December 31, 2000, 1999 and 1998 were $27.9 million, $25.3 million and $20.5 million, respectively. Note 6 - Long-Term Debt ----------------------- On March 20, 2001, the Company completed the issuance of $375.0 million of 8.125% senior subordinated notes due 2011 (the "Senior Notes"). Concurrent with the issuance of the Senior Notes, the Company entered into a new three-year syndicated $495.0 million revolving credit facility (the "Revolving Credit Facility"), including a $25.0 million letter of credit subfacility, with various lenders. Net proceeds from the Senior Notes of approximately $365 million and borrowings under the new credit facility of approximately $70 million were used to repay outstanding indebtedness under the Company's existing credit facilities, which totaled $435.0 million at December 31, 2000, and such existing facilities were terminated. Subsequent to the closing of the Revolving Credit Facility, the Company received commitments from additional banks that will allow it to increase the size of the Revolving Credit Facility to $500.0 million. The Company has classified the $435.0 million as long-term debt at December 31, 2000 based on the transactions described above. The discussion which follows relates to the long-term debt facilities in existence at December 31, 2000. A summary of long-term debt follows (in thousands): <TABLE> <CAPTION> December 31, 2000 1999 ------------------------------------------------------------ <S> <C> <C> Revolving line-of-credit facilities $435,000 $465,000 5% Convertible Subordinated Debentures due 2007 345,000 345,000 Capitalized lease obligations 2,325 4,357 ------------------------------------------------------------ 782,325 814,357 Less current portion (1,619) (77,413) ------------------------------------------------------------ $780,706 $736,944 ============================================================ </TABLE> The following is a schedule of required long-term debt payments due during each of the next five years and thereafter, as of December 31, 2000 (in thousands): <TABLE> <S> <C> 2001 $ 1,619 2002 502 2003 80 2004 60,026 2005 98 Later years 720,000 ---------------------------------------------- $782,325 ============================================== </TABLE> Total interest payments made for the years ended December 31, 2000, 1999 and 1998 were $54.0 million, $46.2 million and $22.1 million, respectively. Revolving Credit Facilities In 1996, the Company negotiated a five-year, $400.0 million line of credit agreement with a consortium of sixteen banks. Borrowings under this agreement bear interest based upon LIBOR plus a spread of 90 to 125 basis points, depending on the Company's fixed charge coverage ratio, or other rates negotiated with the banks. Additionally, a commitment fee on the unused portion of the agreement ranges from 20 to 35 basis points, and is also based on the Company's fixed charge coverage ratio. A utilization fee also applies to this agreement and requires an additional spread of 10 to 25 basis points whenever borrowings exceed 50% of the $400.0 million line of credit. The agreement contains covenants which include a fixed charge coverage ratio and minimum consolidated net worth levels. The Company is in compliance with these covenants. The total amount outstanding under the five-year agreement as of December 31, 2000 was $390.0 million. In 1998, the Company amended its five-year, $400.0 million line of credit agreement to, among other modifications, permit an additional 364-day, $400.0 million line of credit facility, which is convertible at maturity into a one-year term loan. During 2000, Omnicare renewed this 364-day, line of credit facility until the third quarter of 2001, at a $300.0 million level. Borrowings under this facility bear interest at a rate based on LIBOR plus a spread of 100 to 200 basis points, dependent on the Company's debt ratings from Moody's Investors Service, Inc. ("Moody's") and Standard & Poors Ratings Group ("S&P"). A commitment fee on the unused portion of the facility ranges from 20 to 50 basis points, and is also based on the Company's debt ratings from Moody's and S&P. The facility contains covenants which include a fixed charge coverage ratio and minimum consolidated net worth levels. The Company is in compliance with these covenants. The total amount outstanding under the 364-day credit facility at December 31, 2000 was $45.0 million. In connection with the amended five-year, $400.0 million credit agreement and the renewed 364-day, $300.0 million line of credit facility, the Company has deferred $3.4 million in debt issuance costs which is being amortized over the life F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of the agreements. The Company amortized approximately $1.2 million and $0.9 million of deferred debt issuance costs relating to the revolving credit facilities in 2000 and 1999, respectively, and none in 1998. Convertible Subordinated Debentures On December 10, 1997, the Company issued $345.0 million principal amount of 5.0% Convertible Subordinated Debentures ("Debentures") due 2007. The Debentures are convertible into common stock at any time after March 4, 1998 at the option of the holder at a price of $39.60 per share. In connection with the issuance of the Debentures in 1997, the Company deferred $8.5 million in debt issuance costs. The Company amortized $0.9 million of this deferred debt issuance costs relating to the Debentures in each of the three years ended December 31, 2000. ESOP Loan Guarantee In 1988, the Company established an Employee Stock Ownership Plan ("ESOP") which covers certain acquired entities' employees and corporate headquarter's employees. The ESOP used proceeds from a $4 million bank loan to purchase approximately 2.0 million shares of the Company's common stock on the open market at prices ranging from $1.94 to $2.13 per share. The Company guaranteed the repayment of this obligation. Accordingly, the ESOP bank debt was recorded as long-term debt with a corresponding reduction of stockholders' equity in the consolidated balance sheet. The final installment payment on the ESOP debt was made in 1998. The ESOP serviced its debt with Company contributions made on behalf of its employees, which were previously made to the Company's Employee Savings and Investment Plan, and dividends received on shares held by the ESOP trust. Principal and interest payments on the ESOP debt were made in increasing quarterly installments over a ten-year period. The ESOP debt bore interest at a rate of 7% per annum and was secured by the unallocated shares of common stock held by the ESOP trust. There were no unallocated shares at December 31, 2000 and 1999. The Company funded ESOP expense as accrued. The components of total ESOP expense for the year ended December 31, 1998 were as follows (in thousands): <TABLE> <S> <C> Interest expense $ 30 Principal payments 940 Dividends on ESOP stock (102) --------------------------------------------------------- $ 868 ========================================================= </TABLE> Note 7 - Stock Incentive Plans ------------------------------ The Company has three stock incentive plans under which it may grant stock-based incentives to key employees. Under the 1992 Long-Term Stock Incentive Plan, the Company may grant stock awards, and stock options may be granted at a price equal to the fair market value at the date of grant. Under this plan, stock options generally become exercisable beginning one year following the date of grant and vest in four equal annual installments. As of December 31, 2000, approximately 0.9 million shares were available for grant under this plan. During 1995, the Company's Board of Directors and stockholders approved the 1995 Premium-Priced Stock Option Plan, providing options to purchase 2.5 million shares of Company common stock available for grant at an exercise price of 125% of the stock's fair market value at the date of grant. As of December 31, 2000, no shares were available for grant under this plan. During 1998, the Company's Board of Directors approved the 1998 Long-Term Employee Incentive Plan (the "1998 Plan"), under which the Company was authorized to grant stock-based incentives to employees (excluding executive officers and directors of the Company) in an amount initially aggregating up to 1.0 million shares of Company common stock for non-qualified options, stock awards and stock appreciation rights. In March 2000, the Company's Board of Directors amended the 1998 Plan to increase the shares available for granting to 3.5 million. As of December 31, 2000, approximately 2.2 million shares were available for grant under this plan. In connection with the 1998 pooling-of-interests business combinations described in Note 2 to the Consolidated Financial Statements, the Company converted all outstanding options to purchase common stock of CompScript and IBAH into options to acquire 0.9 million shares of the Company's common stock at exercise prices of $0.73 to $77.24 per share. Summary information for stock options is presented below (in thousands, except exercise price data): <TABLE> <CAPTION> 2000 ------------------------------------------------------------------ Weighted Average Shares Exercise Price ------------------------------------------------------------------ <S> <C> <C> Options outstanding, beginning of year 6,692 $18.42 Options granted 1,675 16.34 Options exercised (172) 6.30 Options forfeited (399) 21.41 ------------------------------------------------------------------ Options outstanding, end of year 7,796 $18.06 ------------------------------------------------------------------ Options exercisable, end of year 3,035 $19.48 ================================================================== </TABLE> <TABLE> <CAPTION> 1999 ------------------------------------------------------------------ Weighted Average Shares Exercise Price ------------------------------------------------------------------ <S> <C> <C> Options outstanding, beginning of year 3,137 $23.03 Options granted 3,793 14.59 Options exercised (114) 11.74 Options forfeited (124) 32.72 ------------------------------------------------------------------ Options outstanding, end of year 6,692 $18.42 ------------------------------------------------------------------ Options exercisable, end of year 2,721 $17.16 ================================================================== </TABLE> F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> 1998 ------------------------------------------------------------------ Weighted Average Shares Exercise Price ------------------------------------------------------------------ <S> <C> <C> Options outstanding, beginning of year 3,206 $17.85 Options granted 804 36.10 Options exercised (531) 12.66 Options forfeited (342) 26.19 ------------------------------------------------------------------ Options outstanding, end of year 3,137 $23.03 ------------------------------------------------------------------ Options exercisable, end of year 1,598 $16.13 ================================================================== </TABLE> The following summarizes information about stock options outstanding and exercisable as of December 31, 2000 (in thousands, except exercise price data): <TABLE> <CAPTION> OPTIONS OUTSTANDING ---------------------------------------------------------------- Weighted Average Number Remaining Weighted Range of Outstanding Contractual Average Exercise Prices at 12/31/00 Life (in years) Exercise Price ---------------------------------------------------------------- <S> <C> <C> <C> $ 3.00 - $12.34 2,023 5.92 $10.45 13.35 - 15.26 31 4.42 13.48 15.42 - 15.42 2,515 8.50 15.42 16.53 - 18.32 1,573 9.18 16.61 18.41 - 77.24 1,654 6.68 32.85 ---------------------------------------------------------------- $ 3.00 - $77.24 7,796 7.57 $18.06 ================================================================ </TABLE> <TABLE> <CAPTION> OPTIONS EXERCISABLE ---------------------------------------------------------------- Number Weighted Range of Exercisable Average Exercise Prices at 12/31/00 Exercise Price ---------------------------------------------------------------- <S> <C> <C> $ 3.00 - $12.34 1,162 $ 9.23 13.35 - 15.26 31 13.48 15.42 - 15.42 629 15.42 16.53 - 18.32 39 18.12 18.41 - 77.24 1,174 32.01 ---------------------------------------------------------------- $ 3.00 - $77.24 3,035 $19.48 ================================================================ </TABLE> Nonvested stock awards that are granted to key employees at the discretion of the Compensation and Incentive Committee of the Board of Directors are restricted as to the transfer of ownership and generally vest over a seven-year period with a greater proportion vesting in the latter years. Unrestricted stock awards are granted annually to members of the Board of Directors. The fair value of a stock award is equal to the fair market value of a share of Company stock at the grant date. Summary information relating to stock award grants is presented below: <TABLE> <CAPTION> For the years ended December 31, 2000 1999 1998 -------------------------------------------------------------- <S> <C> <C> <C> Nonvested shares 947,438 596,630 369,651 Unrestricted shares 5,200 5,308 5,600 Weighted-average grant date fair value $ 9.85 $ 26.63 $ 31.75 -------------------------------------------------------------- </TABLE> When granted, the cost of nonvested stock awards is deferred and amortized over the vesting period. Unrestricted stock awards are expensed during the year granted. During 2000, 1999 and 1998, the amount of compensation expense related to stock awards was $3.9 million, $3.8 million and $2.1 million, respectively. As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company accounts for stock-based incentives granted under these plans according to Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." As a result, no compensation cost has been recognized for the stock options granted under the incentive plans. The fair value of each option at grant date is estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2000, 1999 and 1998: risk-free interest rate of 5.0% in 2000 (6.75% in 1999 and 5.75% in 1998), volatility of 61% in 2000 (41% in 1999 and 36% in 1998), dividend yield of 0.4% in 2000 (0.8% in 1999 and 0.2% in 1998) and expected life of 4.0 years in 2000 (4.0 years in 1999 and 4.2 years in 1998). Based on these assumptions, the weighted average fair value of employee stock options granted during 2000, 1999 and 1998 was $8.36, $4.06 and $13.38, respectively. Pro forma data (including pooling-of-interests expenses and restructuring and other related charges) as though the Company had accounted for stock-based compensation cost in accordance with SFAS No. 123 are as follows (in thousands, except per share data): <TABLE> <CAPTION> For the years ended December 31, 2000 1999 1998 --------------------------------------------------------------- <S> <C> <C> <C> Pro Forma Net income $43,182 $53,604 $77,707 Earnings per share: Basic $ 0.47 $ 0.59 $ 0.87 Diluted $ 0.47 $ 0.59 $ 0.87 --------------------------------------------------------------- </TABLE> The above pro forma information includes only stock options granted in 1995 and thereafter, and does not purport to be representative of the effect of SFAS No. 123 on net income or earnings per share in future years. F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8 - Related Party Transactions ----------------------------------- The Company subleases offices from Chemed Corporation ("Chemed"), a stockholder, and is charged for consulting services pertaining to information systems development, the occasional use of Chemed's corporate aviation department, rent, and other incidental expenses based on Chemed's cost. The Company believes that the method by which such charges are determined is reasonable and that the charges are essentially equal to that which would have been incurred if the Company had operated as an unaffiliated entity. Charges to the Company for these services for the years ended December 31, 2000, 1999 and 1998 were $1.4 million, $1.9 million and $2.2 million, respectively. Net amounts owed by the Company to Chemed as of December 31, 2000 and 1999 were $0.1 million and $0.4 million, respectively. Note 9 - Employee Benefit Plans ------------------------------- The Company has various defined contribution savings plans under which eligible employees can participate by contributing a portion of their salary for investment, at the direction of each employee, in one or more investment funds. Several of the plans were adopted in connection with certain of the Company's acquisitions. The plans are tax-deferred arrangements pursuant to Internal Revenue Code ("IRC") Section 401(k) and are subject to the provisions of the Employee Retirement Income Security Act ("ERISA"). The Company matches employee contributions in varying degrees based on the contribution levels of the employees. The Company has a non-contributory, defined benefit pension plan covering certain corporate headquarters employees and the employees of several companies sold by the Company in 1992, for which benefits ceased accruing upon the sale (the "Qualified Plan"). Benefits accruing under this plan to corporate headquarters employees were fully vested and frozen as of January 1, 1994. The Company also has an excess benefits plan which provides retirement payments to participants in amounts consistent with what they would have received under the Qualified Plan if payments to them under the Qualified Plan were not limited by the IRC and other restrictions. Retirement benefits are based primarily on an employee's years of service and compensation near retirement. Plan assets are invested primarily in a mutual fund holding U.S. Treasury obligations. The Company's policy is to fund pension costs in accordance with the funding provisions of ERISA. In addition, the Company also has a supplemental pension plan ("SPP") in which certain of its executive officers participate. Retirement benefits under the SPPare calculated on the basis of a specified percentage of the executive's covered compensation, years of credited service and a vesting schedule, as specified in the plan document. The SPP terminated in 2000, resulting in benefit payments of $2.4 million. In November 1999, the Company's Board of Directors adopted the Omnicare StockPlus Program, a non-compensatory employee stock purchase plan (the "ESPP"). Under the ESPP, employees and non-employee directors of the Company who elect to participate may contribute up to 6% of eligible compensation (or an amount not to exceed $20,000 for non-employee directors), to purchase shares of the Company's common stock. For each share of stock purchased, the participant also receives two options to purchase additional shares of the Company's stock. The options are subject to a four-year vesting period and are generally subject to forfeiture in the event the related shares are not held by the participant for a minimum of two years. The options have a ten-year life from the date of issuance. Amounts contributed to the ESPP are used by the plan administrator to purchase the Company's stock on the open market. Options awarded under the ESPP are issued out of the 1992 Long-Term Stock Incentive Plan and the 1998 Long-Term Employee Incentive Plan, and are included in the option activity presented in Note 7 to the Consolidated Financial Statements. Actuarial assumptions used to calculate the benefit obligations and expenses include a 7.75% interest rate as of December 31, 2000 (7.75% and 6.75% at December 31, 1999 and 1998, respectively), an expected long-term rate of return on assets of 8% and a 6% rate of increase in compensation levels. The aggregate assets invested for settlement of the Company's pension obligations ("plan assets") as of December 31, 2000 and 1999 are greater (less) than the aggregate Accumulated Benefit Obligation by $2.9 million and $(1.1) million, respectively. The plan assets as of December 31, 2000 and 1999 are greater (less) than the aggregate Projected Benefit Obligation ("PBO") by $2.2 million and $(6.6) million, respectively. The decrease in the net PBO from the prior year of $8.8 million primarily relates to an actuarial gain of $5.1 million, a net increase in plan assets of $3.7 million and benefit payments of $2.4 million, offset in part by interest expense of $1.4 million and service costs of $1.0 million. Plan assets amounted to $17.0 million and $13.3 million at December 31, 2000 and 1999, respectively. Expense relating to the Company's defined benefit plans for the years ended December 31, 2000, 1999 and 1998 was $4.0 million, $3.4 million and $2.5 million, respectively. Expense relating to the Company's defined contribution plans (including the ESOP described in Note 6 to the Consolidated Financial Statements) for the years ended December 31, 2000, 1999 and 1998 was $4.0 million, $2.5 million and $1.6 million, respectively. Note 10 - Income Taxes ---------------------- The provision for income taxes is comprised of the following (in thousands): F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> For the years ended December 31, 2000 1999 1998 ------------------------------------------------------------ <S> <C> <C> <C> Current Provision: Federal $ 8,304 $ 8,161 $44,958 State and local 575 2,615 2,940 Foreign 60 101 10 ------------------------------------------------------------ 8,939 10,877 47,908 ------------------------------------------------------------ Deferred Provision: Federal 17,967 23,134 7,131 State 1,800 (61) 448 ------------------------------------------------------------ 19,767 23,073 7,579 ------------------------------------------------------------ Total income tax provision $28,706 $33,950 $55,487 ============================================================ </TABLE> Tax benefits related to the exercise of stock options, stock awards and stock warrants have been credited to paid-in capital in amounts of $0.9 million and $6.4 million for 1999 and 1998, respectively. These amounts were not significant during 2000. The difference between the Company's reported income tax expense and the federal income tax expense computed at the statutory rate of 35% is explained in the following table (in thousands): <TABLE> <CAPTION> For the years ended December 31, 2000 1999 1998 -------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Federal income tax at the statutory rate $27,133 35.0% $32,085 35.0% $47,553 35.0% State and local income taxes, net of federal income tax benefit 1,123 1.5 1,660 1.8 3,012 2.2 Amortization of nondeductible intangible assets 3,037 3.9 1,998 2.2 1,894 1.4 Nondeductible pooling-of- interest/merger and acquisition costs (622) (0.8) (1,197) (1.3) 2,291 1.7 Impact of net operating loss (373) (0.5) -- -- -- -- Other, net (including tax accrual adjustments) (1,592) (2.1) (596) (0.7) 737 0.5 -------------------------------------------------------------------------------- Total income tax provision $28,706 37.0% $33,950 37.0% $55,487 40.8% ================================================================================ </TABLE> Income tax (refunds) payments, net, amounted to $(6.8) million, $18.6 million and $27.3 million in 2000, 1999 and 1998, respectively. A summary of deferred tax assets and liabilities follows (in thousands): <TABLE> <CAPTION> December 31, 2000 1999 --------------------------------------------------------- <S> <C> <C> Accounts receivable reserves $ 9,474 $ 5,387 Accrued liabilities 36,997 34,086 Other 424 1,118 --------------------------------------------------------- Gross deferred tax assets $46,895 $40,591 ========================================================= Fixed assets and depreciation methods $23,203 $17,004 Amortization of intangibles 53,614 38,187 Other current and noncurrent assets 5,863 5,361 Other 1,456 63 --------------------------------------------------------- Gross deferred tax liabilities $84,136 $60,615 ========================================================= </TABLE> Note 11 - Earnings Per Share Data --------------------------------- The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share ("EPS") computations (in thousands, except per share data): <TABLE> <CAPTION> For the year ended December 31, 2000 Income Shares Per Share (Numerator) (Denominator) Amounts ----------------------------------------------------------------- <S> <C> <C> <C> Basic EPS Net income $48,817 92,012 $0.53 ========= Effect of Dilutive Securities Stock options and stock warrants -- -- ---------------------------------------------------- Diluted EPS Net income plus assumed conversions $48,817 92,012 $0.53 ==================================================== ========= </TABLE> <TABLE> <CAPTION> For the year ended December 31, 1999 Income Shares Per Share (Numerator) (Denominator) Amounts ----------------------------------------------------------------- <S> <C> <C> <C> Basic EPS Net income $57,721 90,999 $0.63 ========= Effect of Dilutive Securities Stock options and stock warrants -- 239 ---------------------------------------------------- Diluted EPS Net income plus assumed conversions $57,721 91,238 $0.63 ==================================================== ========= </TABLE> F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> For the year ended December 31, 1998 Income Shares Per Share (Numerator) (Denominator) Amounts ----------------------------------------------------------------- <S> <C> <C> <C> Basic EPS Net income $80,379 89,081 $0.90 ========= Effect of Dilutive Securities Stock options and stock warrants -- 705 ---------------------------------------------------- Diluted EPS Net income plus assumed conversions $80,379 89,786 $0.90 ==================================================== ========= </TABLE> The $345.0 million of Debentures that are convertible into approximately8.7 million shares at $39.60 per share were outstanding during 2000, 1999 and 1998, but were not included in the computation of diluted EPS because the impact during these periods was anti-dilutive. Note 12 - Restructuring and Other Related Charges --------------------- In the second quarter of 1999, the Company announced a comprehensive restructuring plan to streamline company-wide operations through the implementation of a productivity and consolidation program. This program, which was finalized in the fourth quarter of 2000, was in response to changes in the healthcare industry and complemented Omnicare's ability to gain maximum benefits from its acquisition program. The productivity and consolidation initiatives have eliminated redundant efforts, simplified work processes and applied technology to maximize employee productivity, and standardize operations around best practices. Facilities in overlapping geographic territories were consolidated to better align pharmacies around customers to improve efficiency and enhance the Company's ability to deliver innovative services and programs to its customers. Productivity initiatives were also introduced at the majority of the Company's pharmacy and other operating locations, which totaled approximately 220 sites at the commencement of the program. As part of the initiative, the roster of pharmacies and other operating locations was reconfigured through the consolidation, relocation, closure and opening of sites, resulting in a net reduction of 59 locations. The plan resulted in the reduction of the Company's work force by 16%, or approximately 1,800 full- and part-time employees, and annualized pretax savings in excess of $46 million upon completion. In connection with this program, Omnicare recorded a total of $62.6 million ($39.8 million after taxes) for restructuring and other related charges, of which $27.2 million ($17.1 million after taxes) and $35.4 million ($22.7 million after taxes) were recorded during the years ended December 31, 2000 and 1999, respectively. The restructuring charges include severance pay, the buy-out of current employment agreements, the buy-out of lease obligations, the write-off of other assets (representing a project-to-date cumulative amount of $11.0 million of pretax non-cash items, through December 31, 2000) and facility exit costs. The other related charges are primarily comprised of consulting fees and duplicate costs associated with the program, as well as the write-off of certain non-core health care investments. Details of the restructuring and other related charges relating to the productivity and consolidation program follow (in thousands): <TABLE> <CAPTION> Utilized Balance at 2000 during December 31, Provision 2000 2000 ------------------------------------------------------------------- <S> <C> <C> <C> Restructuring charges: Employee severance $ 3,296 $ (8,367) $ 3,390 Employment agreement buy-outs 1,048 (3,735) 676 Lease terminations 1,881 (3,811) 2,593 Other assets and facility exit costs 10,627 (9,737) 2,538 ------------------------------------------------------------------- Total restructuring charges 16,852 $(25,650) $ 9,197 =========================== Other related charges 10,347 ------------------------------------- Total restructuring and other related charges $27,199 ===================================== </TABLE> <TABLE> <CAPTION> Utilized Balance at 1999 during December 31, Provision 1999 1999 ------------------------------------------------------------------- <S> <C> <C> <C> Restructuring charges: Employee severance $12,178 $ (3,717) $ 8,461 Employment agreement buy-outs 6,740 (3,377) 3,363 Lease terminations 5,612 (1,089) 4,523 Other assets and facility exit costs 8,310 (6,662) 1,648 ------------------------------------------------------------------- Total restructuring charges 32,840 $(14,845) $17,995 =========================== Other related charges 2,554 ------------------------------------- Total restructuring and other related charges $ 35,394 ===================================== </TABLE> F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2000, the Company had incurred approximately $19.2 million of severance and other employee-related costs relating to the reduction of approximately 1,800 employees. The remaining liabilities at December 31, 2000 represent amounts not yet paid relating to actions taken in connection with the program (primarily severance payments, lease payments and professional fees), and will be adjusted as these matters are settled. In connection with the 1998 pooling-of-interests transactions with CompScript and IBAH, the Company recorded a restructuring charge of $3.6 million before taxes ($2.7 million after taxes), as further discussed at Note 2 to the Consolidated Financial Statements. Note 13 - Shareholders'Rights Plan ---------------------------------- In May 1999, the Company's Board of Directors declared a dividend, payable on June 2, 1999, of one preferred share purchase right (a "Right") for each outstanding share of the Company's $1.00 per share par value common stock, that, when exercisable, entitles the registered holder to purchase from the Company one ten-thousandth of a share of Series AJunior Participating Preferred Stock of the Company, without par value (the "Preferred Shares"), at a price of $135 per one ten-thousandth of a share, subject to adjustment. Upon certain events relating to the acquisition of, commencement or announcement of, or announcement of an intention to make a tender offer or exchange offer that would result in the beneficial ownership of 15% or more of the Company's outstanding common stock by an individual or group of individuals (the "Distribution Date"), the Rights not owned by the 15% stockholder will entitle its holder to purchase, at the Right's then current exercise price, common shares having a market value of twice such exercise price. Additionally, if after any person has become a 15% stockholder, the Company is involved in a merger or other business combination with any other person, each Right will entitle its holder (other than the 15% stockholder) to purchase, at the Right's then current exercise price, common shares of the acquiring company having a value of twice the Right's then current exercise price. The Rights will expire on May 17, 2009, unless redeemed earlier by the Company at $0.01 per Right until the Distribution Date. Note 14 - Segment Information ----------------------------- Based on the "management approach" as defined by SFAS No. 131, Omnicare has two business segments. The Company's largest segment is Pharmacy Services. Pharmacy Services provides distribution of pharmaceuticals, related pharmacy consulting, data management services and medical supplies to long-term care facilities in 43 states in the United States of America ("USA"). The Company's other reportable segment is Contract Research Organization ("CRO") Services, which provides comprehensive product development services to client companies in pharmaceutical, biotechnology, medical devices and diagnostics industries in 23 countries around the world, including the USA. The table below presents information about the reportable segments as of and for the years ended December 31, 2000, 1999 and 1998 (in thousands): <TABLE> <CAPTION> Corporate Pharmacy CRO and Consolidated 2000: Services Services Consolidating Totals ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Sales $1,858,697 $112,651 $ -- $1,971,348 Depreciation and amortization 69,346 3,458 1,169 73,973 Operating income (expense), excluding restructuring and other related charges 178,204 7,248 (27,566) 157,886 Restructuring and other related charges (21,615) (5,584) -- (27,199) Operating income (expense) 156,589 1,664 (27,566) 130,687 Total assets 1,960,870 117,212 132,136 2,210,218 Expenditures for additions to long-lived assets 26,866 3,119 2,438 32,423 ================================================================================================================= 1999: ----------------------------------------------------------------------------------------------------------------- Sales $1,728,055 $133,866 $ -- $1,861,921 Depreciation and amortization 62,589 5,734 1,041 69,364 Operating income (expense), excluding acquisition expenses and restructuring and other related charges 181,087 16,550 (25,993) 171,644 Acquisition (expenses)/income 352 (297) -- 5 Restructuring and other related charges (32,216) (3,178) -- (35,394) Operating income (expense) 149,223 13,075 (25,993) 136,305 Total assets 1,889,763 125,122 153,088 2,167,973 Expenditures for additions to long-lived assets 52,560 3,113 3,076 58,749 ================================================================================================================= </TABLE> F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> Corporate Pharmacy CRO and Consolidated 1998: Services Services Consolidating Totals ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Sales $1,394,768 $122,602 $ -- $1,517,370 Depreciation and amortization 41,994 5,091 551 47,636 Operating income (expense), excluding acquisition expenses and restructuring and other related charges 185,305 12,725 (22,841) 175,189 Acquisition expenses (10,172) (5,269) -- (15,441) Restructuring and other related charges (1,245) (2,382) -- (3,627) Operating income (expense) 173,888 5,074 (22,841) 156,121 Total assets 1,686,643 120,693 96,493 1,903,829 Expenditures for additions to long-lived assets 45,789 5,306 2,084 53,179 ================================================================================================================= </TABLE> The following summarizes sales and long-lived assets by geographic area as of and for the years ended December 31, 2000, 1999 and 1998 (in thousands): <TABLE> <CAPTION> Sales Long-Lived Assets ---------------------------------------------------------------------------------------------------- 2000 1999 1998 2000 1999 1998 ---------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> United States $1,941,220 $1,821,083 $1,483,443 $156,610 $159,530 $133,173 Foreign 30,128 40,838 33,927 1,925 2,603 3,198 ---------------------------------------------------------------------------------------------------- Total $1,971,348 $1,861,921 $1,517,370 $158,535 $162,133 $136,371 ---------------------------------------------------------------------------------------------------- </TABLE> Foreign sales are based on the country in which the sales originate. No individual foreign country's sales were material to the consolidated sales of Omnicare. Note 15 - Summary of Quarterly Results (Unaudited) -------------------------------------------------- The following table presents the Company's quarterly financial information for 2000 and 1999 (in thousands, except per share data): <TABLE> <CAPTION> First Second Third Fourth Full Quarter Quarter Quarter Quarter Year ---------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> 2000(a) Sales $493,026 $480,510 $491,262 $506,550 $1,971,348 Cost of sales 360,409 353,716 361,141 370,689 1,445,955 ---------------------------------------------------------------------------------------------------- Gross profit 132,617 126,794 130,121 135,861 525,393 Selling, general and administrative expenses 92,768 90,424 90,687 93,628 367,507 Restructuring and other related charges 4,278 6,150 4,263 12,508 27,199 ---------------------------------------------------------------------------------------------------- Operating income 35,571 30,220 35,171 29,725 130,687 Investment income 459 357 472 622 1,910 Interest expense (13,165) (13,634) (14,204) (14,071) (55,074) ---------------------------------------------------------------------------------------------------- Income before income taxes 22,865 16,943 21,439 16,276 77,523 Income taxes 8,472 6,267 7,930 6,037 28,706 ---------------------------------------------------------------------------------------------------- Net income $ 14,393 $ 10,676 $ 13,509 $ 10,239 $ 48,817 ==================================================================================================== Earnings per share: Basic $ 0.16 $ 0.12 $ 0.15 $ 0.11 $ 0.53 ==================================================================================================== Diluted $ 0.16 $ 0.12 $ 0.15 $ 0.11 $ 0.53 ==================================================================================================== Weighted average number of common shares outstanding: Basic 91,599 92,155 92,160 92,132 92,012 ==================================================================================================== Diluted 91,599 92,155 92,160 92,587 92,012 ==================================================================================================== Comprehensive income $ 14,081 $ 10,283 $ 13,040 $ 10,212 $ 47,616 ==================================================================================================== </TABLE> F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15 - Summary of Quarterly Results (Unaudited)-Continued ------------------------------------------------------------ <TABLE> <CAPTION> First Second Third Fourth Full Quarter Quarter Quarter Quarter Year ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> 1999(a) Sales $445,688 $454,645 $474,007 $487,581 $1,861,921 Cost of sales 309,893 322,607 348,007 358,131 1,338,638 ----------------------------------------------------------------------------------------------------------------- Gross profit 135,795 132,038 126,000 129,450 523,283 Selling, general and administrative expenses 81,983 85,546 90,888 93,222 351,639 Acquisition expenses, pooling-of-interests -- 822 (877) -- (55) Restructuring and other related charges -- 26,713 2,144 6,537 35,394 ----------------------------------------------------------------------------------------------------------------- Operating income 53,812 18,957 33,845 29,691 136,305 Investment income 282 367 266 617 1,532 Interest expense (9,981) (10,848) (12,629) (12,708) (46,166) ----------------------------------------------------------------------------------------------------------------- Income before income taxes 44,113 8,476 21,482 17,600 91,671 Income taxes 16,306 3,598 7,538 6,508 33,950 ----------------------------------------------------------------------------------------------------------------- Net income $ 27,807 $ 4,878 $ 13,944 $ 11,092 $ 57,721 ================================================================================================================= Earnings per share: Basic $ 0.31 $ 0.05 $ 0.15 $ 0.12 $ 0.63 ================================================================================================================= Diluted $ 0.31 $ 0.05 $ 0.15 $ 0.12 $ 0.63 ================================================================================================================= Weighted average number of common shares outstanding: Basic 90,526 90,890 91,276 91,292 90,999 ================================================================================================================= Diluted 90,881 91,073 91,276 91,292 91,238 ================================================================================================================= Comprehensive income $ 27,303 $ 4,524 $ 14,083 $ 10,763 $ 56,673 ================================================================================================================= </TABLE> (a) Included in the 2000 and 1999 net income amounts are the following aftertax pooling-of-interests expenses and restructuring and other related charges (in thousands): <TABLE> <CAPTION> First Second Third Fourth Full Quarter Quarter Quarter Quarter Year ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> 2000 Restructuring and other related charges (Note 12) $2,695 $ 3,874 $2,686 $7,880 $17,135 ======================================================================================================================== 1999 Acquisition expenses, pooling-of-interests (Note 2) $ -- $ 586 $ (962) $ -- $ (376) ------------------------------------------------------------------------------------------------------------------------ Restructuring and other related charges (Note 12) -- 17,229 1,351 4,118 22,698 ------------------------------------------------------------------------------------------------------------------------ Total $ -- $17,815 $ 389 $4,118 $22,322 ======================================================================================================================== </TABLE> F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - GUARANTOR SUBSIDIARIES The Company's Senior Notes are fully and unconditionally guaranteed on an unsecured, joint and several basis by certain wholly owned subsidiaries of the Company (the 'Guarantor Subsidiaries'). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. ('Parent'), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of December 31, 2000 and 1999 for the balance sheet, as well as the statement of income and cash flows for each of the three year periods ended December 31, 2000, 1999 and 1998 (in thousands). Separate complete financial statements of the respective Guarantor Subsidiaries would not provide additional information which would be useful in assessing the financial condition of the Guarantor Subsidiaries and thus are not presented. No eliminations column is presented for the condensed consolidating statement of cash flows since there were no significant eliminating amounts during the periods presented. SUMMARY CONSOLIDATING STATEMENT OF INCOME <TABLE> <CAPTION> Year ended December 31, ------------------------------------------------------------------------ Omnicare, Inc. Guarantor Non-Guarantor and 2000: PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Sales $ -- $1,875,791 $155,611 $(60,054) $1,971,348 Cost of sales -- 1,373,297 132,712 (60,054) 1,445,955 ----------------------------------------------------------------------------------------------------------------- Gross profit -- 502,494 22,899 -- 525,393 Selling, general and administrative expenses 13,383 326,415 27,709 -- 367,507 Restructuring and other related charges -- 25,052 2,147 -- 27,199 ----------------------------------------------------------------------------------------------------------------- Operating income (13,383) 151,027 (6,957) -- 130,687 Investment income 1,774 (274) 410 -- 1,910 Interest expense (54,126) (767) (181) -- (55,074) ----------------------------------------------------------------------------------------------------------------- Income before income taxes (65,735) 149,986 (6,728) -- 77,523 Income taxes (24,322) 53,990 (962) -- 28,706 Equity in net income of subsidiaries 90,230 -- -- (90,230) -- ----------------------------------------------------------------------------------------------------------------- Net income $ 48,817 $ 95,996 $ (5,766) $(90,230) $ 48,817 ================================================================================================================= 1999: ----------------------------------------------------------------------------------------------------------------- Sales $ -- $1,746,239 $181,845 $(66,163) $1,861,921 Cost of sales -- 1,254,627 150,174 (66,163) 1,338,638 ----------------------------------------------------------------------------------------------------------------- Gross profit -- 491,612 31,671 -- 523,283 Selling, general and administrative expenses 9,903 309,041 32,695 -- 351,639 Acquisition expenses, pooling of interests -- (55) -- -- (55) Restructuring and other related charges -- 35,394 -- -- 35,394 ----------------------------------------------------------------------------------------------------------------- Operating income (9,903) 147,232 (1,024) -- 136,305 Investment income 1,432 (185) 285 -- 1,532 Interest expense (44,605) (1,487) (74) -- (46,166) ----------------------------------------------------------------------------------------------------------------- Income before income taxes (53,076) 145,560 (813) -- 91,671 Income taxes (19,638) 53,771 (183) -- 33,950 Equity in net income of subsidiaries 91,159 -- -- (91,159) -- ----------------------------------------------------------------------------------------------------------------- Net income $ 57,721 $ 91,789 $ (630) $(91,159) $ 57,721 ================================================================================================================= </TABLE> F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY CONSOLIDATING STATEMENT OF INCOME-CONTINUED <TABLE> <CAPTION> Year ended December 31, ------------------------------------------------------------------------ Omnicare, Inc. Guarantor Non-Guarantor and 1998: Parent Subsidiaries Subsidiaries Eliminations Subsidiaries ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Sales $ -- $1,398,405 $157,874 $ (38,909) $1,517,370 Cost of sales -- 975,715 121,937 (38,909) 1,058,743 ----------------------------------------------------------------------------------------------------------------- Gross profit -- 422,690 35,937 -- 458,627 Selling, general and administrative expenses 13,588 240,910 28,940 -- 283,438 Acquisition expenses, pooling of interests -- 15,441 -- -- 15,441 Restructuring and other related charges -- 3,627 -- -- 3,627 ----------------------------------------------------------------------------------------------------------------- Operating income (13,588) 162,712 6,997 -- 156,121 Investment income 2,990 200 166 -- 3,356 Interest expense (22,986) (516) (109) -- (23,611) ----------------------------------------------------------------------------------------------------------------- Income before income taxes (33,584) 162,396 7,054 -- 135,866 Income taxes (12,426) 64,439 3,474 -- 55,487 Equity in net income of subsidiaries 101,537 -- -- (101,537) -- ----------------------------------------------------------------------------------------------------------------- Net income $ 80,379 $ 97,957 $ 3,580 $(101,537) $ 80,379 ================================================================================================================= </TABLE> F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET <TABLE> <CAPTION> Omnicare, Inc. Guarantor Non-Guarantor and DECEMBER 31, 2000 Parent Subsidiaries Subsidiaries Eliminations Subsidiaries ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> ASSETS Cash and cash equivalents $ 48,663 $ 59,274 $ 3,670 $ -- $ 111,607 Restricted cash -- 2,300 -- -- 2,300 Accounts receivable, net (including intercompany) -- 433,061 30,150 (22,426) 440,785 Inventories -- 120,519 8,885 -- 129,404 Other current assets 580 127,341 5,721 -- 133,642 ----------------------------------------------------------------------------------------------------------------- Total current assets 49,243 742,495 48,426 (22,426) 817,738 ----------------------------------------------------------------------------------------------------------------- Properties and equipment, net 4,277 141,429 12,829 -- 158,535 Goodwill, net -- 1,101,120 67,031 -- 1,168,151 Other noncurrent assets 29,640 35,251 903 -- 65,794 Investment in subsidiaries 1,778,655 -- -- (1,778,655) -- ----------------------------------------------------------------------------------------------------------------- Total assets $1,861,815 $2,020,295 $129,189 $(1,801,081) $2,210,218 ================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY Other current liabilities (including intercompany) $ 12,716 $ 230,415 $ 36,304 $ (22,426) $ 257,009 ----------------------------------------------------------------------------------------------------------------- Total current liabilities 12,716 230,415 36,304 (22,426) 257,009 ----------------------------------------------------------------------------------------------------------------- Long-term debt 435,000 633 73 -- 435,706 5.0% convertible subordinated debentures, due 2007 345,000 -- -- -- 345,000 Other noncurrent liabilities 676 102,405 999 -- 104,080 Stockholders' equity 1,068,423 1,686,842 91,813 (1,778,655) 1,068,423 ----------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,861,815 $2,020,295 $129,189 $(1,801,081) $2,210,218 ================================================================================================================= </TABLE> F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET-CONTINUED <TABLE> <CAPTION> Omnicare, Inc. Guarantor Non-Guarantor and DECEMBER 31, 1999 Parent Subsidiaries Subsidiaries Eliminations Subsidiaries ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> ASSETS Cash and cash equivalents $ 52,009 $ 39,274 $ 5,984 $ -- $ 97,267 Accounts receivable, net (including intercompany) -- 430,201 40,426 (48,344) 422,283 Inventory -- 110,967 9,313 -- 120,280 Other current assets 314 104,420 7,781 -- 112,515 ----------------------------------------------------------------------------------------------------------------- Total current assets 52,323 684,862 63,504 (48,344) 752,345 ----------------------------------------------------------------------------------------------------------------- Properties and equipment, net 2,418 147,301 12,414 -- 162,133 Goodwill, net -- 1,118,729 70,212 -- 1,188,941 Other noncurrent assets 23,059 40,302 1,193 -- 64,554 Investment in subsidiaries 1,783,270 -- -- (1,783,270) -- ----------------------------------------------------------------------------------------------------------------- Total assets $1,861,070 $1,991,194 $147,323 $(1,831,614) $2,167,973 ================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY Current debt $ 75,000 $ 2,030 $ 383 $ -- $ 77,413 Other current liabilities (including intercompany) 22,363 215,520 55,291 (48,344) 244,830 ----------------------------------------------------------------------------------------------------------------- Total current liabilities 97,363 217,550 55,674 (48,344) 322,243 ----------------------------------------------------------------------------------------------------------------- Long-term debt 390,000 1,848 96 -- 391,944 5.0% convertible subordinated debentures, due 2007 345,000 -- -- -- 345,000 Other noncurrent liabilities 327 77,872 2,207 -- 80,406 Stockholders' equity 1,028,380 1,693,924 89,346 (1,783,270) 1,028,380 ----------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,861,070 $1,991,194 $147,323 $(1,831,614) $2,167,973 ================================================================================================================= </TABLE> F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS <TABLE> <CAPTION> Year ended December 31, -------------------------------------------------------- Omnicare, Inc. Guarantor Non-Guarantor and 2000: PARENT SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES --------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Cash flows from operating activities: Provision for doubtful accounts $ -- $ 22,604 $ 4,125 $ 26,729 Other (57,558) 158,883 4,647 105,972 --------------------------------------------------------------------------------------------------------------- Net cash flows from operating activities (57,558) 181,487 8,772 132,701 --------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses -- (36,018) (5,646) (41,664) Capital expenditures (1,859) (26,423) (4,141) (32,423) Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust -- (2,300) -- (2,300) Other -- 1,044 (773) 271 --------------------------------------------------------------------------------------------------------------- Net cash flows from investing activities (1,859) (63,697) (10,560) (76,116) --------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Payments on line of credit facilities (30,000) -- -- (30,000) Fees paid for financing arrangements -- (635) -- (635) Other 86,071 (97,155) (58) (11,142) --------------------------------------------------------------------------------------------------------------- Net cash flows from financing activities 56,071 (97,790) (58) (41,777) --------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash -- -- (468) (468) --------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (3,346) 20,000 (2,314) 14,340 Cash and cash equivalents at beginning of period -- unrestricted 52,009 39,274 5,984 97,267 --------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period -- unrestricted $ 48,663 $ 59,274 $ 3,670 $ 111,607 =============================================================================================================== 1999: --------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Provision for doubtful accounts $ -- $ 20,194 $ 1,862 $ 22,056 Other (39,127) 110,540 7,645 79,058 --------------------------------------------------------------------------------------------------------------- Net cash flows from operating activities (39,127) 130,734 9,507 101,114 --------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses -- (140,351) (3,728) (144,079) Capital expenditures (1,107) (53,602) (4,040) (58,749) Other -- (565) (124) (689) --------------------------------------------------------------------------------------------------------------- Net cash flows from investing activities (1,107) (194,518) (7,892) (203,517) --------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Borrowing on line of credit facilities 170,000 -- -- 170,000 Payments on line of credit facilities (10,000) -- -- (10,000) Other (83,374) 68,876 -- (14,498) --------------------------------------------------------------------------------------------------------------- Net cash flows from financing activities 76,626 68,876 -- 145,502 --------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash -- -- (144) (144) --------------------------------------------------------------------------------------------------------------- Net increase in cash and cash equivalents 36,392 5,092 1,471 42,955 Cash and cash equivalents at beginning of period -- unrestricted 15,617 34,182 4,513 54,312 --------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period -- unrestricted $ 52,009 $ 39,274 $ 5,984 $ 97,267 =============================================================================================================== </TABLE> F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS-CONTINUED <TABLE> <CAPTION> Year ended December 31, --------------------------------------------------------- Omnicare, Inc. Guarantor Non-Guarantor and 1998: Parent Subsidiaries Subsidiaries Subsidiaries ---------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Cash flows from operating activities: Provision for doubtful accounts $ -- $ 11,855 $ 550 $ 12,405 Other (19,708) 95,395 1,415 77,102 ---------------------------------------------------------------------------------------------------------------- Net cash flows from operating activities (19,708) 107,250 1,965 89,507 ---------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses -- (398,686) -- (398,686) Capital expenditures (1,105) (49,413) (2,661) (53,179) Other -- 2,157 (10) 2,147 ---------------------------------------------------------------------------------------------------------------- Net cash flows from investing activities (1,105) (445,942) (2,671) (449,718) ---------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Borrowings on line of credit facilities 305,000 -- -- 305,000 Other (363,565) 334,988 229 (28,348) ---------------------------------------------------------------------------------------------------------------- Net cash flows from financing activities (58,565) 334,988 229 276,652 ---------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash -- -- (191) (191) ---------------------------------------------------------------------------------------------------------------- Net (decrease) in cash and cash equivalents (79,378) (3,704) (668) (83,750) Cash and cash equivalents at beginning of period -- unrestricted 94,995 37,886 5,181 138,062 ---------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period -- unrestricted $ 15,617 $ 34,182 $ 4,513 $ 54,312 ================================================================================================================ </TABLE> F-25

CONSOLIDATED STATEMENT OF INCOME Omnicare, Inc. and Subsidiary Companies (In thousands, except per share data) Unaudited <TABLE> <CAPTION> Three Months Ended March 31, 2001 2000 ------------------------------------------------------------------------------------------- <S> <C> <C> Sales $523,645 $493,026 Cost of sales 383,381 360,409 ------------------------------------------------------------------------------------------- Gross profit 140,264 132,617 Selling, general and administrative expenses 95,916 92,768 Other expense (Note 5) 1,817 -- Restructuring and other related charges (Note 3) -- 4,278 ------------------------------------------------------------------------------------------- Operating income 42,531 35,571 Investment income 474 459 Interest expense (13,909) (13,165) ------------------------------------------------------------------------------------------- Income before income taxes 29,096 22,865 Income taxes 11,052 8,472 ------------------------------------------------------------------------------------------- Net income $ 18,044 $ 14,393 =========================================================================================== Earnings per share: Basic $ 0.20 $ 0.16 =========================================================================================== Diluted $ 0.19 $ 0.16 =========================================================================================== Weighted average number of common shares outstanding: Basic 92,422 91,599 =========================================================================================== Diluted 93,170 91,599 =========================================================================================== Comprehensive income $ 18,167 $ 14,081 =========================================================================================== </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-26

CONSOLIDATED BALANCE SHEET Omnicare, Inc. and Subsidiary Companies (In thousands, except share data) <TABLE> <CAPTION> Unaudited March 31, December 31, 2001 2000 ------------------------------------------------------------------------------------------- <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 115,266 $ 111,607 Restricted cash 6,396 2,300 Accounts receivable, less allowances of $42,216 (2000-$40,497) 446,968 440,785 Unbilled receivables 21,589 18,933 Inventories 116,038 129,404 Deferred income tax benefits 28,692 26,338 Other current assets 88,594 88,371 ------------------------------------------------------------------------------------------- Total current assets 823,543 817,738 Properties and equipment, at cost less accumulated depreciation of $138,579 (2000-$132,308) 155,030 158,535 Goodwill, less accumulated amortization of $123,488 (2000-$115,832) 1,159,725 1,168,151 Other noncurrent assets 77,708 65,794 ------------------------------------------------------------------------------------------- Total assets $2,216,006 $2,210,218 =========================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 114,254 $ 118,941 Amounts payable pursuant to acquisition agreements 4,597 4,372 Current debt 1,378 1,619 Accrued employee compensation 21,761 30,113 Deferred revenue 22,549 28,333 Income taxes payable 16,721 14,238 Other current liabilities 64,937 59,393 ------------------------------------------------------------------------------------------ Total current liabilities 246,197 257,009 Long-term debt 60,852 435,706 5.0% convertible subordinated debentures, due 2007 345,000 345,000 8.125% senior subordinated notes, due 2011 375,000 -- Deferred income taxes 61,403 63,579 Amounts payable pursuant to acquisition agreements 9,001 12,675 Other noncurrent liabilities 29,161 27,826 ------------------------------------------------------------------------------------------- Total liabilities 1,126,614 1,141,795 Stockholders' equity: Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding -- -- Common stock, $1 par value, 200,000,000 shares authorized, 93,919,000 shares issued (2000-92,730,600 shares issued) 93,919 92,731 Paid-in capital 711,305 692,695 Retained earnings 331,599 315,638 ------------------------------------------------------------------------------------------- 1,136,823 1,101,064 Treasury stock, at cost-820,000 shares (2000-574,200 shares) (16,214) (10,808) Deferred compensation (28,422) (18,915) Accumulated other comprehensive income (2,795) (2,918) ------------------------------------------------------------------------------------------- Total stockholders' equity 1,089,392 1,068,423 ------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $2,216,006 $2,210,218 =========================================================================================== </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-27

CONSOLIDATED STATEMENT OF CASH FLOWS Omnicare, Inc. and Subsidiary Companies (In thousands) Unaudited <TABLE> <CAPTION> Three Months Ended March 31, 2001 2000 ------------------------------------------------------------------------------------------- <S> <C> <C> Cash flows from operating activities: Net income $ 18,044 $ 14,393 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 8,266 8,859 Amortization 9,870 10,853 Provision for doubtful accounts 7,219 7,006 Deferred tax (benefit) provision (3,058) 1,248 Non-cash portion of restructuring charges -- 724 Changes in assets and liabilities, net of effects from acquisition of businesses: Accounts receivable and unbilled receivables (9,132) (11,380) Inventories 13,590 (7,835) Current and noncurrent assets (3,045) (3,932) Accounts payable (4,474) (8,825) Accrued employee compensation (6,283) (6,867) Deferred revenue (5,784) (1,806) Current and noncurrent liabilities 6,895 25,043 ------------------------------------------------------------------------------------------- Net cash flows from operating activities 32,108 27,481 ------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses (5,154) (16,912) Capital expenditures (4,606) (8,444) Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust (4,096) (4,900) Other 286 58 ------------------------------------------------------------------------------------------- Net cash flows from investing activities (13,570) (30,198) ------------------------------------------------------------------------------------------- Cash flows from financing activities: Borrowings on line of credit facilities 70,000 -- Payments on line of credit facilities (445,000) (10,000) Proceeds from long-term borrowings 375,000 -- Fees paid for financing arrangements (14,314) -- Proceeds from and (payments) for exercise of stock options, net of stock tendered in payment 1,964 (762) Dividends paid (2,083) (2,074) Other (350) (353) ------------------------------------------------------------------------------------------- Net cash flows from financing activities (14,783) (13,189) ------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (96) (40) ------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 3,659 (15,946) Cash and cash equivalents at beginning of period 111,607 97,267 ------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $115,266 $ 81,321 =========================================================================================== </TABLE> The Notes to Consolidated Financial Statements are an integral part of this statement. F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The interim financial data is unaudited; however, in the opinion of the management of Omnicare, Inc., the interim data includes all adjustments (which include only normal adjustments, except as described in Notes 3 and 5) considered necessary for a fair presentation of the consolidated financial position, results of operations and cash flows of Omnicare, Inc. and its consolidated subsidiaries ('Omnicare' or the 'Company'). These financial statements should be read in conjunction with the Consolidated Financial Statements and related notes included in Omnicare's Annual Report on Form 10-K for the year ended December 31, 2000. Certain reclassifications of prior year amounts have been made to conform with the current year presentation. 2. Based on the 'management approach,' as defined by Statement of Financial Accounting Standards (SFAS) No. 131, Omnicare has two business segments. The Company's largest segment is Pharmacy Services. Pharmacy Services provides distribution of pharmaceuticals, related pharmacy consulting, data management services and medical supplies to long-term care facilities in 43 states in the United States of America ('USA'). The Company's other reportable segment is Contract Research Organization ('CRO') Services, which provides comprehensive product development services to client companies in pharmaceutical, biotechnology, medical devices and diagnostics industries in 26 countries around the world, including the USA. The table below presents information about the reportable segments as of and for the three months ended March 31, 2001 and 2000 (in thousands): <TABLE> <CAPTION> Three Months Ended March 31, ---------------------------------------------------- Corporate Pharmacy CRO and Consolidated 2001: Services Services Consolidating Totals ---------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Sales $ 495,401 $ 28,244 $ -- $ 523,645 Depreciation and amortization 16,624 1,137 375 18,136 Operating income (expense), excluding other (expense) 49,222 2,012 (6,886) 44,348 Other (expense) (1,817) -- -- (1,817) Operating income (expense) 47,405 2,012 (6,886) 42,531 Total assets 1,955,775 111,299 148,932 2,216,006 Expenditures for additions to long-lived assets 4,310 77 219 4,606 ================================================================================================================ 2000: ---------------------------------------------------------------------------------------------------------------- Sales $ 460,946 $ 32,080 $ -- $ 493,026 Depreciation and amortization 18,465 1,005 242 19,712 Operating income (expense), excluding restructuring and other related charges 43,341 2,732 (6,224) 39,849 Restructuring and other related charges (4,278) -- -- (4,278) Operating income (expense) 39,063 2,732 (6,224) 35,571 Total assets 1,935,327 120,178 114,204 2,169,709 Expenditures for additions to long-lived assets 7,378 1,013 53 8,444 ================================================================================================================ </TABLE> F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. In 2000, the Company completed its previously disclosed productivity and consolidation program (the 'Program'). As part of the Program, the roster of pharmacies and other operating locations was reconfigured through the consolidation, relocation, closure and opening of sites, resulting in a net reduction of 59 locations. The Program also resulted in the reduction of the Company's work force by 16%, or approximately 1,800 full and part-time employees, and annualized pretax savings in excess of $46 million upon completion. Details of the year-to-date March 31, 2001 and December 31, 2000 activity relating to the Program follow (in thousands): <TABLE> <CAPTION> Balance at Utilized Balance at December 31, during March 31, 2000 2001 2001 --------------------------------------------------------------------- <S> <C> <C> <C> Restructuring charges: Employee severance $3,390 $(1,734) $1,656 Employment agreement buy-outs 676 (453) 223 Lease terminations 2,593 (746) 1,847 Other assets and facility exit costs 2,538 (1,340) 1,198 --------------------------------------------------------------------- Total restructuring charges $9,197 $(4,273) $4,924 ===================================================================== </TABLE> <TABLE> <CAPTION> Balance at Utilized Balance at December 31, 2000 during December 31, 1999 Provision 2000 2000 -------------------------------------------------------------------------- <S> <C> <C> <C> <C> Restructuring charges: Employee severance $ 8,461 $ 3,296 $ (8,367) $ 3,390 Employment agreement buy-outs 3,363 1,048 (3,735) 676 Lease terminations 4,523 1,881 (3,811) 2,593 Other assets and facility exit costs 1,648 10,627 (9,737) 2,538 -------------------------------------------------------------------------- Total restructuring charges $17,995 16,852 $(25,650) $ 9,197 ============= ========================= Other related charges 10,347 ----------------------- ------------- Total restructuring and other related charges $27,199 ======================= ============= </TABLE> In connection with the Program, Omnicare expensed a total of $4.3 million pretax ($2.7 million after taxes) in the first quarter of 2000, and $62.6 million pretax ($39.8 million after taxes) for restructuring and other related charges over the duration of the entire Program (including 1999 activity). The restructuring charges included severance pay, the buy-out of employment agreements, the buy-out of lease obligations, the write-off of other assets (representing approximately $11.0 million of pretax non-cash items over the life of the Program) and facility exit costs. The other related charges were primarily comprised of consulting fees and duplicate costs associated with the Program, as well as the write-off of certain non-core health care investments. As of March 31, 2001, the Company had paid approximately $21.4 million of severance and other employee-related costs relating to the employee reductions. The remaining liabilities at March 31, 2001 represent amounts not yet paid relating to actions taken in connection with the Program (primarily severance payments, lease payments and professional fees), and will be adjusted as these matters are settled. 4. On March 20, 2001, the Company completed the offering of $375.0 million of 8.125% senior subordinated notes due 2011 (the 'Senior Notes'), issued at par through a private placement. Concurrent with the issuance of the Senior Notes, the Company entered into a new three-year syndicated $495.0 million revolving credit facility (the 'Revolving Credit Facility'), including a $25.0 million letter of credit subfacility, with various lenders. Net proceeds from the Senior Notes of approximately $365.0 million and borrowings under the new credit facility of $70.0 million were used to repay outstanding indebtedness under the Company's existing credit facilities, which totaled $435.0 million at December 31, 2000, and such existing facilities were terminated. Subsequent to the closing of the Revolving Credit Facility, the Company received commitments from additional banks that allowed it to increase the size of the Revolving Credit Facility to $500.0 million. The Revolving Credit Facility bears interest at the Company's option at a rate equal to either (i) the higher of (a) the administrative agent's prime rate and (b) the sum of the federal funds rate plus 0.50%, or (ii) LIBOR plus a margin that varies depending on certain ratings on the Company's senior long-term debt. The current interest rate is LIBOR plus 1.375%. The Company is also charged a commitment fee, currently 0.375%, on the unused portion of the Revolving Credit Facility that also varies depending on such ratings. There is no utilization fee associated with the Revolving Credit Facility. The Company classified the $435.0 million as long-term debt at December 31, 2000 based on the transactions described above. 5. Included in the 2001 first quarter results is an other expense item totaling $1.8 million pretax ($1.1 million aftertax, or 1 cent per diluted share). This one-time charge represents a repayment to the Medicare Part B program of overpayments made to one of the Company's pharmacy units during the period from January 1997 through April 1998. As part of its corporate compliance program, the Company learned of the overpayments, which related to Medicare Part B claims that contained documentation errors, and notified the Health Care Financing Administration for review and determination of the amount of overpayment. F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. The Company's Senior Notes are fully and unconditionally guaranteed on an unsecured, joint and several basis by certain wholly owned subsidiaries of the Company (the 'Guarantor Subsidiaries'). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. ('Parent'), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of March 31, 2001 and December 31, 2000 for the balance sheet, as well as the statement of income and cash flows for each of the three month periods ended March 31, 2001 and 2000 (in thousands). Separate complete financial statements of the respective Guarantor Subsidiaries would not provide additional information which would be useful in assessing the financial condition of the Guarantor Subsidiaries and thus are not presented. No eliminations column is presented for the condensed consolidating statement of cash flows since there were no significant eliminating amounts during the periods presented. SUMMARY CONSOLIDATING STATEMENT OF INCOME <TABLE> <CAPTION> Three Months Ended March 31, ----------------------------------------------------------------------- Omnicare, Inc. Guarantor Non-Guarantor and 2001: PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Sales $ -- $500,536 $42,721 $(19,612) $523,645 Cost of sales -- 365,583 37,410 (19,612) 383,381 ----------------------------------------------------------------------------------------------------------------- Gross profit -- 134,953 5,311 -- 140,264 Selling, general and administrative expenses 3,893 85,671 6,352 -- 95,916 Other expense -- 1,817 -- -- 1,817 ----------------------------------------------------------------------------------------------------------------- Operating income (3,893) 47,465 (1,041) -- 42,531 Investment income 395 11 68 -- 474 Interest expense (13,402) (139) (368) -- (13,909) ----------------------------------------------------------------------------------------------------------------- Income before income taxes (16,900) 47,337 (1,341) -- 29,096 Income taxes (6,422) 17,854 (380) -- 11,052 Equity in net income of subsidiaries 28,522 -- -- (28,522) -- ----------------------------------------------------------------------------------------------------------------- Net income $ 18,044 $ 29,483 $ (961) $(28,522) $ 18,044 ================================================================================================================= 2000: ----------------------------------------------------------------------------------------------------------------- Sales $ -- $467,997 $39,453 $(14,424) $493,026 Cost of sales -- 341,826 33,007 (14,424) 360,409 ----------------------------------------------------------------------------------------------------------------- Gross profit -- 126,171 6,446 -- 132,617 Selling, general and administrative expenses 3,097 82,245 7,426 -- 92,768 Restructuring and other related charges -- 4,278 -- -- 4,278 ----------------------------------------------------------------------------------------------------------------- Operating income (3,097) 39,648 (980) -- 35,571 Investment income 444 (36) 51 -- 459 Interest expense (13,209) 114 (70) -- (13,165) ----------------------------------------------------------------------------------------------------------------- Income before income taxes (15,862) 39,726 (999) -- 22,865 Income taxes (5,869) 14,505 (164) -- 8,472 Equity in net income of subsidiaries 24,386 -- -- (24,386) -- ----------------------------------------------------------------------------------------------------------------- Net income $ 14,393 $ 25,221 $ (835) $(24,386) $ 14,393 ================================================================================================================= </TABLE> F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET <TABLE> <CAPTION> Omnicare, Inc. Guarantor Non-Guarantor and MARCH 31, 2001 Parent Subsidiaries Subsidiaries Eliminations Subsidiaries ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> ASSETS Cash and cash equivalents $ 77,232 $ 32,033 $ 6,001 $ -- $ 115,266 Restricted cash -- 6,396 -- -- 6,396 Accounts receivable, net (including intercompany) -- 443,517 27,520 (24,069) 446,968 Inventories -- 109,131 6,907 -- 116,038 Other current assets 883 132,466 5,526 -- 138,875 ----------------------------------------------------------------------------------------------------------------- Total current assets 78,115 723,543 45,954 (24,069) 823,543 ----------------------------------------------------------------------------------------------------------------- Properties and equipment, net 4,242 138,670 12,118 -- 155,030 Goodwill, net -- 1,093,625 66,100 -- 1,159,725 Other noncurrent assets 44,205 32,698 805 -- 77,708 Investment in subsidiaries 1,763,055 -- -- (1,763,055) -- ----------------------------------------------------------------------------------------------------------------- Total assets $1,889,617 $1,988,536 $124,977 $(1,787,124) $2,216,006 ================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY Other current liabilities (including intercompany) $ 19,490 $ 216,821 $ 33,955 $ (24,069) $ 246,197 ----------------------------------------------------------------------------------------------------------------- Total current liabilities 19,490 216,821 33,955 (24,069) 246,197 ----------------------------------------------------------------------------------------------------------------- Long-term debt 60,000 705 147 -- 60,852 5.0% convertible subordinated debentures, due 2007 345,000 -- -- -- 345,000 8.125% senior subordinated notes, due 2011 375,000 -- -- -- 375,000 Other noncurrent liabilities 735 97,602 1,228 -- 99,565 Stockholders' equity 1,089,392 1,673,408 89,647 (1,763,055) 1,089,392 ----------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,889,617 $1,988,536 $124,977 $(1,787,124) $2,216,006 ================================================================================================================= December 31, 2000 ----------------------------------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 48,663 $ 59,274 $ 3,670 $ -- $ 111,607 Restricted cash -- 2,300 -- -- 2,300 Accounts receivable, net (including intercompany) -- 433,061 30,150 (22,426) 440,785 Inventories -- 120,519 8,885 -- 129,404 Other current assets 580 127,341 5,721 -- 133,642 ----------------------------------------------------------------------------------------------------------------- Total current assets 49,243 742,495 48,426 (22,426) 817,738 ----------------------------------------------------------------------------------------------------------------- Properties and equipment, net 4,277 141,429 12,829 -- 158,535 Goodwill, net -- 1,101,120 67,031 -- 1,168,151 Other noncurrent assets 29,640 35,251 903 -- 65,794 Investment in subsidiaries 1,778,655 -- -- (1,778,655) -- ----------------------------------------------------------------------------------------------------------------- Total assets $1,861,815 $2,020,295 $129,189 $(1,801,081) $2,210,218 ================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY Other current liabilities (including intercompany) $ 12,716 $ 230,415 $ 36,304 $ (22,426) $ 257,009 ----------------------------------------------------------------------------------------------------------------- Total current liabilities 12,716 230,415 36,304 (22,426) 257,009 ----------------------------------------------------------------------------------------------------------------- Long-term debt 435,000 633 73 -- 435,706 5.0% convertible subordinated debentures, due 2007 345,000 -- -- -- 345,000 Other noncurrent liabilities 676 102,405 999 -- 104,080 Stockholders' equity 1,068,423 1,686,842 91,813 (1,778,655) 1,068,423 ----------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,861,815 $2,020,295 $129,189 $(1,801,081) $2,210,218 ================================================================================================================= </TABLE> F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS <TABLE> <CAPTION> Three Months Ended March 31, --------------------------------------------------------- Omnicare, Inc. Guarantor Non-Guarantor and 2001: Parent Subsidiaries Subsidiaries Subsidiaries ---------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Cash flows from operating activities: Provision for doubtful accounts $ -- $ 6,805 $ 414 $ 7,219 Other (18,478) 45,525 (2,158) 24,889 ---------------------------------------------------------------------------------------------------------------- Net cash flows from operating activities (18,478) 52,330 (1,744) 32,108 ---------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses -- (5,154) -- (5,154) Capital expenditures -- (4,011) (595) (4,606) Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust -- (4,096) -- (4,096) Other -- 9 277 286 ---------------------------------------------------------------------------------------------------------------- Net cash flows from investing activities -- (13,252) (318) (13,570) ---------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Borrowings on line of credit facilities 70,000 -- -- 70,000 Payments on line of credit facilities (445,000) -- -- (445,000) Proceeds from long-term obligations 374,930 -- 70 375,000 Fees paid for financing arrangements (14,314) -- -- (14,314) Other 61,431 (66,319) 4,419 (469) ---------------------------------------------------------------------------------------------------------------- Net cash flows from financing activities 47,047 (66,319) 4,489 (14,783) ---------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash -- -- (96) (96) ---------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 28,569 (27,241) 2,331 3,659 Cash and cash equivalents at beginning of period -- unrestricted 48,663 59,274 3,670 111,607 ---------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period -- unrestricted $ 77,232 $ 32,033 $ 6,001 $ 115,266 ================================================================================================================ 2000: ---------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Provision for doubtful accounts $ -- $ 6,689 $ 317 $ 7,006 Other (7,743) 31,370 (3,152) 20,475 ---------------------------------------------------------------------------------------------------------------- Net cash flows from operating activities (7,743) 38,059 (2,835) 27,481 ---------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of businesses -- (16,912) -- (16,912) Capital expenditures (61) (7,178) (1,205) (8,444) Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust -- (4,900) -- (4,900) Other -- 42 16 58 ---------------------------------------------------------------------------------------------------------------- Net cash flows from investing activities (61) (28,948) (1,189) (30,198) ---------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Payments on line of credit facilities (10,000) -- -- (10,000) Other 1,274 (4,467) 4 (3,189) ---------------------------------------------------------------------------------------------------------------- Net cash flows from financing activities (8,726) (4,467) 4 (13,189) ---------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash -- -- (40) (40) ---------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (16,530) 4,644 (4,060) (15,946) Cash and cash equivalents at beginning of period -- unrestricted 52,009 39,274 5,984 97,267 ---------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period -- unrestricted $ 35,479 $ 43,918 $ 1,924 $ 81,321 ================================================================================================================ </TABLE> F-33

____________________________________ ___________________________________ ALL TENDERED OLD NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE AGENT AS FOLLOWS: By Courier: SunTrust Bank 424 Church Street, 6th Floor Nashville, TN 37219 By Mail: SunTrust Bank 424 Church Street, 6th Floor Nashville, TN 37219 By Hand: SunTrust Bank 424 Church Street, 6th Floor Nashville, TN 37219 Facsimile for Eligible Institutions: (615) 748-5331 To Confirm by Telephone: (615) 748-5324 ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY BY HAND, OVERNIGHT DELIVERY, OR REGISTERED BY CERTIFIED MAIL. NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION TO OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO EXCHANGE OLD NOTES ONLY FOR THE EXCHANGE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE. ____________________________________ ___________________________________ OMNICARE, INC. $375,000,000 8 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 ---------------- PROSPECTUS ---------------- TABLE OF CONTENTS <TABLE> <S> <C> PROSPECTUS SUMMARY.......................................... 2 SUMMARY OF THE EXCHANGE OFFER............................... 7 SUMMARY OF TERMS OF THE EXCHANGE NOTES...................... 10 SUMMARY CONSOLIDATED FINANCIAL DATA......................... 13 FORWARD-LOOKING INFORMATION................................. 15 RISK FACTORS................................................ 17 THE EXCHANGE OFFER.......................................... 23 USE OF PROCEEDS............................................. 34 CAPITALIZATION.............................................. 34 SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION...... 35 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................. 38 BUSINESS.................................................... 47 MANAGEMENT.................................................. 63 DESCRIPTION OF NOTES........................................ 65 DESCRIPTION OF CERTAIN INDEBTEDNESS......................... 103 MATERIAL FEDERAL INCOME TAX CONSIDERATIONS.................. 104 PLAN OF DISTRIBUTION........................................ 104 LEGAL MATTERS............................................... 105 EXPERTS..................................................... 105 WHERE YOU CAN FIND MORE INFORMATION......................... 105 DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.... 106 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.................. F-1 </TABLE> , 2001 ____________________________________ ___________________________________

PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Restated Certificate of Incorporation of Omnicare, Inc. provides that a director of Omnicare, Inc. will not be liable to Omnicare, Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director, to the full extent permitted by the Delaware General Corporation Law (the 'DGCL'), as amended or interpreted from time to time. In addition, the Omnicare, Inc. Restated Certificate of Incorporation states that Omnicare, Inc. shall, to the full extent permitted by the DGCL, as amended or interpreted from time to time, indemnify all directors, officers and employees whom it may indemnify pursuant thereto and, in addition, Omnicare, Inc. may, to the extent permitted by the DGCL, indemnify agents of Omnicare, Inc. or other persons. Section 145 of the DGCL permits indemnification against expenses, fines, judgments and settlements incurred by any director, officer or employee of a company in the event of pending or threatened civil, criminal, administrative or investigative proceeding, if such person was, or was threatened to be made, a party by reason of the fact that he or she is or was a director, officer, or employee of the company. Section 145 also provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. In addition, Omnicare, Inc. maintains a directors' and officers' liability insurance policy. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION ----------- ----------- <C> <S> 3.1 -- Restated Certificate of Incorporation of Omnicare, Inc. (incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 31, 1996). 3.2 -- By-Laws of Omnicare, Inc., as amended (incorporated by reference herein by reference to our registration statement on Form S-3 dated September 28, 1998). 4.1 -- Indenture dated as of March 20, 2001, by and among Omnicare, Inc., the Guarantors named therein and SunTrust Bank, as trustee, relating to the Company's $375.0 million 8.125% Senior Subordinated Notes due 2011 (incorporated herein by reference to our Current Report on Form 8-K dated March 23, 2001). 4.2 -- Registration Rights Agreement dated as of March 20, 2001 by and among Omnicare, Inc., the Guarantors named therein and the Initial Purchasers named therein, relating to the Registrant's 8 1/8% Senior Subordinated Notes due 2011 (incorporated herein by reference to our Current Report on Form 8-K dated March 23, 2001). 5.1 -- Opinion of Dewey Ballantine LLP regarding the validity of the exchange notes. 5.2 -- Opinion of Thompson Hine LLP regarding the validity of the exchange guarantees. 12 -- Statement of Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of Dewey Ballantine LLP (included in its opinion filed as Exhibit 5.1 hereto). 23.3 -- Consent of Thompson Hine LLP (included in its opinion filed as Exhibit 5.2 hereto). 24 -- Powers of Attorney (included on page II-3). 25 -- Statement of Eligibility of Trustee. 99.1 -- Form of Letter of Transmittal. 99.2 -- Form of Notice of Guaranteed Delivery. 99.3 -- Form of Letter to Clients. 99.4 -- Form of Letter to Brokers. 99.5 -- Form of Instructions to Registered Holders. </TABLE> II-1

ITEM 22. UNDERTAKINGS. 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the 'Calculation of Registration Fee' table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 4. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. 5. The undersigned registrant hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-2

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE, INC. By: /S/ CHERYL D. HODGES .................................. (CHERYL D. HODGES) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ EDWARD L. HUTTON Chairman; Director June 8, 2001 ......................................... (EDWARD L. HUTTON) /s/ JOEL F. GEMUNDER President; Director June 8, 2001 ......................................... (JOEL F. GEMUNDER) /s/ PATRICK E. KEEFE Executive Vice President -- June 8, 2001 ......................................... Operations; Director (PATRICK E. KEEFE) /s/ TIMOTHY E. BIEN Senior Vice President -- June 8, 2001 ......................................... Professional Services (TIMOTHY E. BIEN) and Purchasing; Director /s/ DAVID W. FROESEL, JR. Senior Vice President and Chief June 8, 2001 ......................................... Financial Officer; Director (DAVID W. FROESEL, JR.) /s/ CHERYL D. HODGES Senior Vice President and Secretary; June 8, 2001 ......................................... Director (CHERYL D. HODGES) /s/ CHARLES H. ERHART, JR. Director June 8, 2001 ......................................... (CHARLES H. ERHART, JR.) /s/ SANDRA E. LANEY Director June 8, 2001 ......................................... (SANDRA E. LANEY) /s/ ANDREA R. LINDELL, DNSc, RN Director June 8, 2001 ......................................... (ANDREA R. LINDELL, DNSc, RN) </TABLE> II-3

<TABLE> <C> <S> <C> /s/ SHELDON MARGEN, M.D. Director June 8, 2001 ......................................... (SHELDON MARGEN, M.D.) /s/ KEVIN J. MCNAMARA Director June 8, 2001 ......................................... (KEVIN J. MCNAMARA) /s/ JOHN T. TIMONEY Director June 8, 2001 ......................................... (JOHN T. TIMONEY) </TABLE> II-4

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CHP ACQUISITION CORP. By: /s/ ROBERT A. FUSCO .................................. ROBERT A. FUSCO PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ ROBERT A. FUSCO President June 8, 2001 ......................................... ROBERT A. FUSCO /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-5

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. MED WORLD ACQUISITION CORP. By: /s/ MICHAEL ROSENBLUM .................................. MICHAEL ROSENBLUM PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ MICHAEL ROSENBLUM President June 8, 2001 ......................................... MICHAEL ROSENBLUM /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-6

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. NIHAN & MARTIN, INC. By: /s/ JODY FENELON .................................. JODY FENELON PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JODY FENELON President June 8, 2001 ......................................... JODY FENELON /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-7

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC. By: /s/ DANIEL CARTO .................................. DANIEL CARTO PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DANIEL CARTO President June 8, 2001 ......................................... DANIEL CARTO /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-8

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. PRN PHARMACEUTICAL SERVICES, INC. By: /s/ CAROLYN COPEN .................................. CAROLYN COPEN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ CAROLYN COPEN President June 8, 2001 ......................................... CAROLYN COPEN /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-9

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. AAHS ACQUISITION CORP. EVERGREEN PHARMACEUTICAL, INC. EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC. THG ACQUISITION CORP. By: /s/ CARL E. WOOD, JR. .................................. CARL E. WOOD, JR. PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ CARL E. WOOD, JR. President June 8, 2001 ......................................... CARL E. WOOD, JR. /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-10

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CREEKSIDE MANAGED CARE PHARMACY, INC. By: /s/ DAVID W. MEDINA .................................. DAVID W. MEDINA PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DAVID W. MEDINA President; Director June 8, 2001 ......................................... DAVID W. MEDINA /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ CARL E WOOD, JR. Director June 8, 2001 ......................................... CARL E WOOD, JR. </TABLE> II-11

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. ACCU-MED SERVICES, INC. By: /s/ THOMAS LUDEKE .................................. THOMAS LUDEKE PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ THOMAS LUDEKE President; Director June 8, 2001 ......................................... THOMAS LUDEKE /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-12

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. AMC-NEW YORK, INC. ELECTRA ACQUISITION CORP. HOME PHARMACY SERVICES, INC. NORTH SHORE PHARMACY SERVICES, INC. OCR-RA ACQUISITION CORP. OMNICARE PHARMACIES OF MAINE HOLDING COMPANY PHARMACY ASSOCIATES OF GLENN FALLS, INC. VALUE PHARMACY, INC. WILLIAMSON DRUG COMPANY, INCORPORATED WINSLOW'S PHARMACY By: /s/ JEFFREY M. STAMPS .................................. JEFFREY M. STAMPS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JEFFREY M. STAMPS President June 8, 2001 ......................................... JEFFREY M. STAMPS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-13

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. AMC-TENNESSEE, INC By: /s/ JULIE FRAZIER .................................. JULIE FRAZIER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JULIE FRAZIER President June 8, 2001 ......................................... JULIE FRAZIER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-14

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CARE PHARMACEUTICAL SERVICES, INC. By: /s/ JOHN A. SCHREINER .................................. JOHN A. SCHREINER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JOHN A. SCHREINER President June 8, 2001 ......................................... JOHN A. SCHREINER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-15

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. ACP ACQUISITION CORP. BPNY ACQUISITION CORP. BPTX ACQUISITION CORP. HMIS, INC. OFL CORP. PHARMACY CONSULATANTS, INC. By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-16

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. HOME CARE PHARMACY, INC. By: /s/ MICHAEL J. ARNOLD .................................. MICHAEL J. ARNOLD PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ MICHAEL J. ARNOLD President June 8, 2001 ......................................... MICHAEL J. ARNOLD /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-17

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. MOSI ACQUISITION CORP. By: /s/ LINDA BUTLER .................................. LINDA BUTLER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ LINDA BUTLER President June 8, 2001 ......................................... LINDA BUTLER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-18

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. PHARMACON CORP. By: /s/ WILLIAM J. LYONS .................................. WILLIAM J. LYONS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ WILLIAM J. LYONS President June 8, 2001 ......................................... WILLIAM J. LYONS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-19

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SHORE PHARMACEUTICAL PROVIDERS, INC. By: /s/ PAUL B. MEYEROFF .................................. PAUL B. MEYEROFF PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ PAUL B. MEYEROFF President June 8, 2001 ......................................... PAUL B. MEYEROFF /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-20

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SOUTHSIDE APOTHECARY, INC. By: /s/ MARK MALAHOSKY .................................. MARK MALAHOSKY PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ MARK MALAHOSKY President June 8, 2001 ......................................... MARK MALAHOSKY /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-21

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. THREE FORKS APOTHECARY, INC. By: /s/ SCARLET GRUBBS .................................. SCARLET GRUBBS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ SCARLET GRUBBS President June 8, 2001 ......................................... SCARLET GRUBBS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-22

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. VALUE HEALTH CARE SERVICES, INC. By: /s/ LAWRENCE SOBEL .................................. LAWRENCE SOBEL PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ LAWRENCE SOBEL President June 8, 2001 ......................................... LAWRENCE SOBEL /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-23

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. VITAL CARE INFUSION SUPPLY, INC. By: /s/ STANLEY KAPLAN .................................. STANLEY KAPLAN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ STANLEY KAPLAN President June 8, 2001 ......................................... STANLEY KAPLAN /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JEFFREY M. STAMPS Director June 8, 2001 ......................................... JEFFREY M. STAMPS </TABLE> II-24

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BIO-PHARM INTERNATIONAL, INC. EURO BIO-PHARM CLINICAL SERVICES, INC. OMNICARE CLINICAL RESEARCH, INC. OMNICARE PHARMACEUTICALS, INC. THE HARDARDT GROUP, INC. By: /s/ DAVID MORRA .................................. DAVID MORRA CHIEF EXECUTIVE OFFICER KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DAVID MORRA Chief Executive Officer; Director June 8, 2001 ......................................... DAVID MORRA /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-25

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. ENLOE DRUGS, INC. JHC ACQUISITION, INC. LPI ACQUISITION CORP. NIV ACQUISITION CORP. OMNICARE PHARMACY OF THE MIDWEST, INC. WEBER MEDICAL SYSTEMS, INC. By: /s/ A. SAMUEL ENLOE .................................. A. SAMUEL ENLOE PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ A. SAMUEL ENLOE President June 8, 2001 ......................................... A. SAMUEL ENLOE /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-26

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CTLP ACQUISITION CORP. By: /s/ THOMAS D. MACPHERSON .................................. THOMAS D. MACPHERSON PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ THOMAS D. MACPHERSON President June 8, 2001 ......................................... THOMAS D. MACPHERSON /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ A. SAMUEL ENLOE Director June 8, 2001 ......................................... A. SAMUEL ENLOE </TABLE> II-27

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. HOME PHARMACY SERVICES, INC. INTERLOCK PHARMACY SYSTEMS, INC. By: /s/ MARK E. PRICE .................................. MARK E. PRICE PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ MARK E. PRICE President June 8, 2001 ......................................... MARK E. PRICE /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ A. SAMUEL ENLOE Director June 8, 2001 ......................................... A. SAMUEL ENLOE </TABLE> II-28

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. PBM-PLUS, INC. By: THOMAS LUDEKE .................................. THOMAS LUDEKE CHIEF EXECUTIVE OFFICER KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ THOMAS LUDEKE Chief Executive Officer June 8, 2001 ......................................... THOMAS LUDEKE /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ A. SAMUEL ENLOE Director June 8, 2001 ......................................... A. SAMUEL ENLOE </TABLE> II-29

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. ROESCHEN'S HEALTHCARE CORP. By: /s/ PETER HOVIS .................................. PETER HOVIS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ PETER HOVIS President June 8, 2001 ......................................... PETER HOVIS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ A. SAMUEL ENLOE Director June 8, 2001 ......................................... A. SAMUEL ENLOE </TABLE> II-30

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CAMPO'S MEDICAL PHARMACY, INC. LANGSAM HEALTH SERVICERS, INC. PHARMED HOLDINGS, INC. STERLING HEALTHCARE SERVICES, INC. By: /s/ JOSEPH L. DUPUY .................................. JOSEPH L. DUPUY PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JOSEPH L. DUPUY President June 8, 2001 ......................................... JOSEPH L. DUPUY /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-31

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SPECIALIZED PATIENT CARE SERVICES, INC. By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JOSEPH L. DUPUY Director June 8, 2001 ......................................... JOSEPH L. DUPUY </TABLE> II-32

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY OMNICARE PHARMACY AND SUPPLY SERVICES, INC. TCPI ACQUISITION CORP. WESTHAVEN SERVICES COMPANY, INCORPORATED By: /s/ GARY W. KADLEC .................................. GARY W. KADLEC PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ GARY W. KADLEC President; Director June 8, 2001 ......................................... GARY W. KADLEC /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-33

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. LO-MED PRESCRIPTION SERVICES, INC. By: /s/ ANTHONY SOLARO .................................. ANTHONY SOLARO PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ ANTHONY SOLARO President June 8, 2001 ......................................... ANTHONY SOLARO /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ GARY W. KADLEC Director June 8, 2001 ......................................... GARY W. KADLEC </TABLE> II-34

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SPECIALIZED PHARMACY SERVICES, INC. By: /s/ DANIEL E. LOHMEIER .................................. DANIEL E. LOHMEIER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DANIEL E. LOHMEIER President June 8, 2001 ......................................... DANIEL E. LOHMEIER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ GARY W. KADLEC Director June 8, 2001 ......................................... GARY W. KADLEC </TABLE> II-35

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. UC ACQUISITION CORP. By: /s/ JOHN B. DUNBAR III .................................. JOHN B. DUNBAR III PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JOHN B. DUNBAR III President; Director June 8, 2001 ......................................... JOHN B. DUNBAR III /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-36

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CIP ACQUISITION CORP. By: /s/ BUDDY CARTER .................................. BUDDY CARTER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ BUDDY CARTER President June 8, 2001 ......................................... BUDDY CARTER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JOHN B. DUNBAR III Director June 8, 2001 ......................................... JOHN B. DUNBAR III </TABLE> II-37

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. MEDICAL ARTS HEALTH CARE, INC. By: /s/ HAL J. HENDERSON .................................. HAL J. HENDERSON PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ HAL J. HENDERSON President; Director June 8, 2001 ......................................... HAL J. HENDERSON /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY /s/ JOHN B. DUNBAR III Director June 8, 2001 ......................................... JOHN B. DUNBAR III </TABLE> II-38

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. MANAGED HEALTHCARE, INC. By: /s/ JOHN E. SHERWOOD .................................. JOHN E. SHERWOOD PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JOHN E. SHERWOOD President; Director June 8, 2001 ......................................... JOHN E. SHERWOOD /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-39

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SUPERIOR CARE PHARMACY, INC. By: /s/ OWEN E. WOOD .................................. OWEN E. WOOD PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ OWEN E. WOOD President; Director June 8, 2001 ......................................... OWEN E. WOOD /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-40

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. COMPSCRIPT, INC. COMPSCRIPT - BOCA, INC. COMPSCRIPT - MOBILE, INC. HYTREE PHARMACY, INC. MEDICAL SERVICES CONSORTIUM, INC. By: /s/ ROBERT J. GARDNER .................................. ROBERT J. GARDNER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ ROBERT J. GARDNER President June 8, 2001 ......................................... ROBERT J. GARDNER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ L. TRACY FINN Director June 8, 2001 ......................................... L. TRACY FINN /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-41

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. CP ACQUISITION CORP. By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President; Director June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-42

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE MANAGEMENT COMPANY By: /s/ JOEL F. GEMUNDER .................................. JOEL F. GEMUNDER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JOEL F. GEMUNDER President; Director June 8, 2001 ......................................... JOEL F. GEMUNDER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ DAVID W. FROESEL Director June 8, 2001 ......................................... DAVID W. FROESEL /s/ CHERYL D. HODGES Director June 8, 2001 ......................................... CHERYL D. HODGES </TABLE> II-43

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BACH'S PHARMACY SERVICES, LLC By: Sole Member: BACH'S PHARMACY (EAST), INC. By: /s/ JEFFREY M. STAMPS .................................. JEFFREY M. STAMPS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ TOM R. MARSH Director June 8, 2001 ......................................... TOM R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-44

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION LLC By: Sole Member: OMNICARE HOLDING COMPANY By: /s/ CHERYL D. HODGES .................................. CHERYL D. HODGES VICE PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President; Director June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-45

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNIBILL SERVICES LLC By: Sole Member: OMNICARE HOLDING COMPANY By: /s/ CHERYL D. HODGES .................................. CHERYL D. HODGES VICE PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ GARY W. KADLEC President June 8, 2001 ......................................... GARY W. KADLEC /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-46

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF BROOKSVILLE LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-47

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF KENTUCKY LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-48

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF MINNESOTA LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-49

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF OHIO LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JEFFREY M. STAMPS President June 8, 2001 ......................................... JEFFREY M. STAMPS /s/ DOUGLAS ACKLEY Vice President June 8, 2001 ......................................... DOUGLAS ACKLEY /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT </TABLE> II-50

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF ORLANDO LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-51

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF TAMPA LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-52

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. BADGER ACQUISITION OF TEXAS LLC By: Sole Member: BADGER ACQUISITION LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-53

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. LCPS ACQUISITION, LLC By: Sole Member: LANGSAM HEALTH SERVICES, INC. By: /s/ JOSEPH L. DUPUY .................................. JOSEPH L. DUPUY PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-54

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE CLINICAL RESEARCH, LLC By: Sole Member: OMNICARE, INC. By: /s/ CHERYL D. HODGES .................................. CHERYL D. HODGES SENIOR VICE PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DALE B. EVANS President; Director June 8, 2001 ......................................... DALE B. EVANS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-55

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PENNSYLVANIA MED SUPPLY, LLC By: Sole Member: OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC. By: /s/ DANIEL CARTO .................................. DANIEL CARTO PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DANIEL CARTO President; Director June 8, 2001 ......................................... DANIEL CARTO /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-56

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC By: Sole Member: OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC. By: /s/ DANIEL CARTO .................................. DANIEL CARTO PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DANIEL CARTO President; Director June 8, 2001 ......................................... DANIEL CARTO /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-57

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACY OF COLORADO LLC By: Sole Member: LCPS ACQUISITION, LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-58

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACY OF MASSACHUSETTS LLC By: Sole Member: LCPS ACQUISITION, LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-59

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACY OF TENNESSEE LLC By: Sole Member: LCPS ACQUISITION, LLC By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ L. TRACY FINN President June 8, 2001 ......................................... L. TRACY FINN /s/ BRADLEY S. ABBOTT Vice President June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Treasurer June 8, 2001 ......................................... THOMAS R. MARSH </TABLE> II-60

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACY OF MAINE LLC By: Sole Member: OMNICARE PHARMACIES OF MAINE HOLDING COMPANY By: /s/ JEFFREY M. STAMPS .................................. JEFFREY M. STAMPS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ JEFFREY M. STAMPS President June 8, 2001 ......................................... JEFFREY M. STAMPS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-61

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. PHARM-CORP OF MAINE LLC By: Sole Member: OMNICARE PHARMACIES OF MAINE HOLDING COMPANY By: /s/ JEFFREY M. STAMPS .................................. JEFFREY M. STAMPS PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ MONICA LEVOIE President June 8, 2001 ......................................... MONICA LEVOIE /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-62

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACY OF NEBRASKA LLC By: Sole Member: OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY By: /s/ GARY W. KADLEC .................................. GARY W. KADLEC PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ GARY W. KADLEC President June 8, 2001 ......................................... GARY W. KADLEC /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-63

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. OMNICARE PHARMACY OF SOUTH DAKOTA LLC By: Sole Member: OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY By: /s/ GARY W. KADLEC .................................. GARY W. KADLEC PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ GARY W. KADLEC President June 8, 2001 ......................................... GARY W. KADLEC /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-64

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. ROYAL CARE OF MICHIGAN LLC By: Sole Member: SPECIALIZED PHARMACY SERVICES, INC. By: /s/ DANIEL E. LOHMEIER .................................. DANIEL E. LOHMEIER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DANIEL E. LOHMEIER President; Director June 8, 2001 ......................................... DANIEL E. LOHMEIER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-65

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SPECIALIZED HOME INFUSION OF MICHIGAN LLC By: Sole Member: SPECIALIZED PHARMACY SERVICES, INC. By: /s/ DANIEL E. LOHMEIER .................................. DANIEL E. LOHMEIER PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ DANIEL E. LOHMEIER President; Director June 8, 2001 ......................................... DANIEL E. LOHMEIER /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-66

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on June 8, 2001. SHC ACQUISITION CO, LLC By: Sole Member: HMIS, INC. By: /s/ L. TRACY FINN .................................. L. TRACY FINN PRESIDENT KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D. Hodges and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <C> <S> <C> /s/ EDWIN M. LEWIS President June 8, 2001 ......................................... EDWIN M. LEWIS /s/ BRADLEY S. ABBOTT Treasurer June 8, 2001 ......................................... BRADLEY S. ABBOTT /s/ THOMAS R. MARSH Director June 8, 2001 ......................................... THOMAS R. MARSH /s/ CATHERINE I. GREANY Director June 8, 2001 ......................................... CATHERINE I. GREANY </TABLE> II-67

INDEX TO EXHIBITS <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION ----------- ----------- <C> <S> 3.1 -- Restated Certificate of Incorporation of Omnicare, Inc. (incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 31, 1996). 3.2 -- By-Laws of Omnicare, Inc., as amended (incorporated herein by reference to our registration statement on Form S-3 dated September 28, 1998). 4.1 -- Indenture dated as of March 20, 2001, by and among Omnicare, Inc., the Guarantors named therein and SunTrust Bank, as trustee, relating to the Company's $375.0 million 8.125% Senior Subordinated Notes due 2011 (incorporated herein by reference to our Current Report on Form 8-K dated March 23, 2001). 4.2 -- Registration Rights Agreement dated as of March 20, 2001 by and among Omnicare, Inc., the Guarantors named therein and the Initial Purchasers named therein, relating to the Registrant's 8 1/8% Senior Subordinated Notes due 2011 (incorporated herein by reference to our Current Report on Form 8-K dated March 23, 2001). 5.1 -- Opinion of Dewey Ballantine LLP regarding the validity of the exchange notes. 5.2 -- Opinion of Thompson Hine LLP regarding the validity of the exchange guarantees. 12 -- Statement of Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of Dewey Ballantine LLP (included in its opinion filed as Exhibit 5.1 hereto). 23.3 -- Consent of Thompson Hine LLP (included in its opinion filed as Exhibit 5.2 hereto). 24 -- Powers of Attorney (included on page II-3). 25 -- Statement of Eligibility of Trustee. 99.1 -- Form of Letter of Transmittal. 99.2 -- Form of Notice of Guaranteed Delivery. 99.3 -- Form of Letter to Clients. 99.4 -- Form of Letter to Brokers. 99.5 -- Form of Instructions to Registered Holders. </TABLE> STATEMENT OF DIFFERENCES ------------------------ The registered trademark symbol shall be expressed as.................. 'r'

Exhibit 5.1 [Letterhead of Dewey Ballantine LLP] June 8, 2001 Omnicare, Inc. 100 East RiverCenter Blvd., Suite 1600 Covington, KY 41011 Ladies and Gentlemen: We have acted as counsel to Omnicare, Inc., a Delaware corporation (the "Company"), in connection with the Company's offer to exchange (the "Exchange Offer") up to $375,000,000 aggregate principal amount of its 8 1/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") which are being registered under the Securities Act of 1933, as amended (the "Securities Act"), for its existing 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), as described in the Registration Statement on Form S-4 relating to the Exchange Offer (as amended or supplemented, the "Registration Statement") to be filed with the Securities and Exchange Commission. The Old Notes were issued, and the Exchange Notes are proposed to be issued, pursuant to an indenture dated as of March 20, 2001 (the "Indenture"), by and between the Company and Sun Trust Bank (the "Trustee"). The terms of the Exchange Notes to be issued are substantially identical to the Old Notes, except for certain transfer restrictions and registration rights relating to the Old Notes. The Indenture is an exhibit to the Registration Statement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement. In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company and such agreements, instruments, certificates of public officials, certificates of officers of the Company and such other documents as we have deemed necessary or appropriate for the purpose of this opinion, including the following: (a) a copy of the certificate of incorporation of the Company, as amended as of the date hereof; (b) a copy of the by-laws of the Company, as amended as of the date hereof; (c) a record of corporate proceedings of the Company relating to the authorization of the execution and delivery of the Indenture, and the authorization of the issuance thereunder of the Old Notes and the Exchange Notes; and (d) an executed counterpart of the Indenture (including the form of Notes contained therein).

Omnicare, Inc. June 8, 2001 Page 2 In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the correctness of all statements of fact in all documents examined. We have further assumed that (i) all parties to the foregoing documents (other than the Company) are validly existing and in good standing under the laws of all jurisdictions where they are conducting their businesses or otherwise required to be so qualified, and have full power and authority and all necessary consents and approvals to execute, deliver and perform their respective obligations under such documents, (ii) all such documents have been duly authorized by all necessary corporate or other action on the part of the parties thereto (other than the Company), have been duly executed by such parties and have been duly delivered by such parties and (iii) all such documents constitute the legal, valid and binding obligation of each party thereto (other than the Company) enforceable against such party in accordance with its terms. In rendering the opinion set forth below, we have relied as to factual matters upon certificates, statements and representations of the Company, its officers and representatives and public officials. Based upon and subject to the foregoing, we are of the opinion that the Exchange Notes have been duly authorized by the Company and, upon due authentication of the Exchange Notes by the Trustee and issuance pursuant to the Exchange Offer in accordance with the terms thereof, the Exchange Notes will be duly executed, issued and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought. In rendering the foregoing opinion, we express no opinion, either directly or indirectly, as to laws other than the laws of the State of New York and the general corporate laws of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution). The foregoing opinion is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur.

Omnicare, Inc. June 8, 2001 Page 3 We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ DEWEY BALLANTINE LLP

Exhibit 5.2 June 8, 2001 Omnicare, Inc. 100 East RiverCenter Blvd., Suite 1600 Covington, KY 41011 Ladies and Gentlemen: We have acted as counsel to each of the corporations and limited liability companies listed on Annex I hereto, each of which is organized under the laws of a state of the United States (collectively, the "Subsidiaries"), in connection with the offer by Omnicare, Inc., a Delaware corporation (the "Company") to exchange (the "Exchange Offer") up to $375,000,000 aggregate principal amount of Exchange Notes which will be registered under the Securities Act of 1933, as amended (the "Securities Act") for its existing 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), as described in the Prospectus (the "Prospectus") contained in the Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement"), to be filed with the Securities and Exchange Commission. The Old Notes were issued, and the Exchange Notes are proposed to be issued, pursuant to an indenture dated as of March 20, 2001 (the "Indenture"), by and between the Company and SunTrust Bank (the "Trustee"). The terms of the Exchange Notes to be issued are substantially identical to the Old Notes, except for certain transfer restrictions and registration rights relating to the Old Notes. The Indenture is filed as an exhibit to the Registration Statement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement. In connection with the opinions expressed in this letter, we have reviewed the Indenture (including the form of Exchange Notes and Notation of Guarantee contained thereon) and the corporate records and proceedings of each of the Subsidiaries. We also have investigated such questions of law and examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents and records, in each case as we have deemed necessary or appropriate for the purpose of expressing the opinions set forth herein. In addition, we have obtained and relied upon such certificates and assurances from officers and representatives of the Subsidiaries and public officials as we have deemed necessary for purposes of expressing the opinions contained herein. In giving this opinion, we have assumed the authenticity of all instruments presented to us as originals, the conformity to the originals of all instruments presented to us as copies, the genuineness of all signatures, the competency of all individuals signing all instruments presented to us, the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof and, insofar as any opinion relates to agreements between the Company and third parties, the due and valid authorization, execution and delivery of such agreements by such third parties.

Omnicare, Inc. June 8, 2001 Page 2 Based upon and subject to the foregoing, we are of the opinion that the guarantees to be endorsed on the Exchange Notes by each of the Guarantors have been duly authorized by each of them and, when the Exchange Notes are issued, authenticated and delivered by the Company and so endorsed by each of the Guarantors in accordance with the terms of the Exchange Offer and the Indenture, will be valid and legally binding obligations of the Guarantors, enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought. We are members of the Bar of the State of Ohio, and we express no opinion as to matters governed by the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of Ohio, the Delaware General Corporation Law, the Delaware Limited Liability Company Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the Delaware General Corporation Law, the Delaware Limited Liability Company Act and such applicable provisions of the Delaware Constitution) and the Kentucky Business Corporation Act. The foregoing opinion is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. This opinion is given as a legal opinion only and shall not be construed as a guaranty of the matters stated herein. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Thompson Hine LLP

ANNEX 1 <TABLE> <CAPTION> Name Domicile ---- -------- <S> <C> AAHS ACQUISITION CORP . DE ACCU-MED SERVICES, INC DE ACP ACQUISITION CORP. DE AMC-NEW YORK, INC. DE AMC-TENNESSEE, INC. DE BACH'S PHARMACY SERVICES, LLC DE BADGER ACQUISITION LLC DE BADGER ACQUISITION OF BROOKSVILLE LLC DE BADGER ACQUISITION OF KENTUCKY LLC DE BADGER ACQUISITION OF MINNESOTA LLC DE BADGER ACQUISITION OF OHIO LLC DE BADGER ACQUISITION OF ORLANDO LLC DE BADGER ACQUISITION OF TAMPA LLC DE BADGER ACQUISITION OF TEXAS LLC DE BIO-PHARM INTERNATIONAL, INC. DE BPNY ACQUISITION CORP. DE BPTX ACQUISITION CORP. DE CAMPO'S MEDICAL PHARMACY, INC. LA CARE PHARMACEUTICAL SERVICES, INC. DE CHP ACQUISITION CORP. DE CIP ACQUISITION CORP. DE COMPSCRIPT, INC. FL COMPSCRIPT - BOCA, INC. FL COMPSCRIPT - MOBILE, INC. DE CP ACQUISITION CORP. OK CREEKSIDE MANAGED CARE PHARMACY, INC. DE CTLP ACQUISITION CORP. DE D & R PHARMACEUTICAL SERVICES, INC. KY ELECTRA ACQUISITION CORP. DE ENLOE DRUGS, INC. DE EURO BIO-PHARM CLINICAL SERVICES, INC. DE EVERGREEN PHARMACEUTICAL, INC. WA EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC. CA HMIS, INC. DE HOME CARE PHARMACY, INC. DE HOME PHARMACY SERVICES, INC. MO HYTREE PHARMACY, INC. OH INTERLOCK PHARMACY SYSTEMS, INC. MO JHC ACQUISITION, INC. DE LANGSAM HEALTH SERVICES, INC. DE </TABLE>

<TABLE> <S> <C> LCPS ACQUISITION LLC DE LO-MED PRESCRIPTION SERVICES, INC. OH LPI ACQUISITION CORP. DE MANAGED HEALTHCARE, INC. DE MED WORLD ACQUISITION CORP. DE MEDICAL ARTS HEALTH CARE, INC. GA MEDICAL SERVICES CONSORTIUM, INC. FL MOSI ACQUISITION CORP. DE NIHAN & MARTIN, INC. DE NIV ACQUISITION CORP. DE NORTH SHORE PHARMACY SERVICES, INC. DE OCR-RA ACQUISITION CORP. DE OFL CORP. DE OMNIBILL SERVICES LLC DE OMNICARE CLINICAL RESEARCH, INC. DE OMNICARE CLINICAL RESEARCH, LLC DE OMNICARE MANAGEMENT COMPANY DE OMNICARE PENNSYLVANIA MED SUPPLY, LLC DE OMNICARE PHARMACEUTICS, INC. DE OMNICARE PHARMACIES OF MAINE HOLDING COMPANY DE OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC DE OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC. PA OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY DE OMNICARE PHARMACY AND SUPPLY SERVICES, INC. SD OMNICARE PHARMACY OF COLORADO LLC DE OMNICARE PHARMACY OF MAINE LLC DE OMNICARE PHARMACY OF MASSACHUSETTS LLC DE OMNICARE PHARMACY OF NEBRASKA LLC DE OMNICARE PHARMACY OF SOUTH DAKOTA LLC DE OMNICARE PHARMACY OF TENNESSEE LLC DE OMNICARE PHARMACY OF THE MIDWEST, INC. DE PBM-PLUS, INC. WI PHARMACON CORP. NY PHARMACY ASSOCIATES OF GLENS FALLS, INC. NY PHARMACY CONSULTANTS, INC. SC PHARM-CORP OF MAINE LLC DE PHARMED HOLDINGS, INC. DE PRN PHARMACEUTICAL SERVICES, INC. DE ROESCHEN'S HEALTHCARE CORP. WI ROYAL CARE OF MICHIGAN LLC DE SHC ACQUISITION CO, LLC DE SHORE PHARMACEUTICAL PROVIDERS, INC. DE SOUTHSIDE APOTHECARY, INC. NY SPECIALIZED HOME INFUSION OF MICHIGAN LLC DE SPECIALIZED PATIENT CARE SERVICES, INC. AL </TABLE> 2

<TABLE> <S> <C> SPECIALIZED PHARMACY SERVICES, INC. MI STERLING HEALTHCARE SERVICES, INC. DE SUPERIOR CARE PHARMACY, INC. DE SWISH, INC. DE TCPI ACQUISITION CORP. DE THE HARDARDT GROUP, INC. DE THG ACQUISITION CORP. DE THREE FORKS APOTHECARY, INC. KY UC ACQUISITION CORP. DE VALUE HEALTH CARE SERVICES, INC. DE VALUE PHARMACY, INC. MA VITAL CARE INFUSION SUPPLY, INC. NY WEBER MEDICAL SYSTEMS, INC. DE WESTHAVEN SERVICES CO. OH WILLIAMSON DRUG COMPANY, INCORPORATED VA WINSLOW'S PHARMACY NJ </TABLE> 3



                                                                      EXHIBIT 12


                                 Omnicare, Inc.
                Computation of Ratio of Earnings to Fixed Charges
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                                            Three months
                                                         For the years ended December 31,                 ended March 31,
                                        -----------------------------------------------------------   -----------------------
                                           1996          1997         1998         1999        2000        2000       2001
                                           ----          ----         ----         ----        ----        ----       ----
<S>                                      <C>           <C>          <C>          <C>         <C>          <C>        <C>
Income before Income Taxes (1)           $ 74,410      $108,575     $154,934     $127,010    $104,722     $27,143    $30,913
Add:
  Interest Expense, Net                    (7,807)          836       20,255       44,634      53,164      12,706     13,435
  Capitalized Interest                        385           744          976        1,688           -           -          -
  Interest Portion of Rent Expense          3,270         4,448        6,838        8,436       9,294       2,060      2,164
                                         --------      --------     --------     --------    ---------    --------   -------

     Income, as Adjusted                 $ 70,258      $114,603     $183,003     $181,768    $167,180     $41,909    $46,512
                                         ========      ========     ========     ========    =========    ========   =======

Fixed Charges
  Interest Expense, Net                  $ (7,807)        $ 836      $20,255      $44,634     $53,164     $12,706    $13,435
  Capitalized Interest                        385           744          976        1,688           -           -          -
  Interest Portion of Rent Expense          3,270         4,448        6,838        8,436       9,294       2,060      2,164
                                         --------      ---------    --------     --------    ---------    --------   -------

     Fixed Charges                       $ (4,152)     $  6,028      $28,069      $54,758     $62,458     $14,766    $15,599
                                         ========      ========     ========     ========    =========    ========   =======

Ratio of Earnings to Fixed Charges (2)      (16.9)x        19.0 x        6.5 x        3.3 x       2.7 x       2.8 x      3.0 x
                                         ========      ========     ========     ========    =========    ========   =======
</TABLE>

(1)  Excludes certain special items such as restructuring and other related
     charges, pooling-of-interests acquisition expenses and other expenses.

(2)  The ratio of earnings to fixed charges has been computed by dividing
     earnings before income taxes plus fixed charges by fixed charges. Fixed
     charges consist of interest expense on debt (including amortization of debt
     expense and capitalized interest, net of interest income) and one-third
     (the proportion deemed representative of the interest portion) of rent
     expense.

Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-4 of Omnicare, Inc. of our report dated February 2, 2001, except for the first paragraph of Note 6, as to which the date is March 28, 2001 relating to the financial statements of Omnicare, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Cincinnati, Ohio June 8, 2001

Exhibit 25 ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0110 ------------------------------- Expires: June 30, 2003 ------------------------------- Estimated average burden hours per response. . . 15 ------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) -------------- ------------------------------------- SUNTRUST BANK (Exact name of trustee as specified in its charter) <TABLE> <S> <C> Georgia 58-0466330 (Jurisdiction of incorporation if not a U.S. national bank) (I.R.S. Employer Identification Number) 303 Peachtree Street, Suite 300 Atlanta, Georgia 30303 (Address of Principal Executive Offices) (Zip Code) </TABLE> Wallace L. Duke, Jr. SunTrust Bank 424 Church Street, 6th Floor Nashville, Tennessee 37219 (615) 748-5324 (Name, address and telephone number of agent for service) OMNICARE, Inc. (Exact name of obligor as specified in its charter) <TABLE> <S> <C> Delaware 31-1001351 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 100 East RiverCenter Boulevard, Suite 1600 Covington, Kentucky 41011 (Address of principal executive offices) (Zip Code) </TABLE> Senior Subordinated Notes due on 2011 (Title of the indenture securities)

Item 1. General Information (a) The following are the names and addresses of each examining or supervising authority to which the Trustee is subject. <TABLE> <S> <C> Name Address Department of Banking and Finance Atlanta, Georgia State of Georgia Federal Reserve Bank of Atlanta 104 Marietta Street, N.W. Atlanta, GA Federal Deposit Insurance Corp. Washington, D.C. </TABLE> (b) The Trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. The obligor is not an affiliate of the Trustee. No Responses are included for items 3 through 12, 14 and 15. Responses to those items are not required because, as provided in general instruction (b) to Item 13, the obligor is not in default on any Securities issued under indentures under which SunTrust Bank is a Trustee. Item 13. Defaults by the obligor. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. <TABLE> <S> <C> Exhibit 1 A copy of the Articles of Amended and Restated Articles of Association of SunTrust Bank now in effect (dated as of August 8, 2000). Exhibit 2 A copy of the Certificate of Authority of SunTrust Bank to commence business. (Included in Exhibit 1). Exhibit 3 A copy of the authorization of SunTrust Bank to exercise corporate trust powers. (Included in Exhibit 1). Exhibit 4 A copy of the Existing Bylaws of SunTrust Bank, as amended and restated February 13, 2001. Exhibit 5 Not applicable. Exhibit 6 Consent of SunTrust Bank, required by Section 321(b) of the Act. Exhibit 7 The latest report of condition of SunTrust Bank, dated as of March 31, 2001. Exhibit 8 Not Applicable. Exhibit 9 Not Applicable. </TABLE>

SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville and State of Tennessee on this 8 day of June, 2001. SunTrust Bank By: /s/ Wallace L. Duke, JR. ------------------------------- Wallace L. Duke, Jr. Title: Group Vice President

EXHIBIT 1 Articles of Amended and Restated Articles of Association of SunTrust Bank Certificate of Authority to Commence Business Authorization of SunTrust Bank to Exercise Corporate Trust Powers

[Letterhead of DOCKET NUMBER : 002350060 Secretary of State CONTROL NUMBER : J715952 Corporations Division] EFFECTIVE DATE : 08/18/2000 REFERENCE : 0077 PRINT DATE : 08/22/2000 FORM NUMBER : 101 MARGARET U. HODGSON SUNTRUST BANKS, INC. POST OFFICE BOX 4418, MAIL CODE 643 ATLANTA, GEORGIA 30302-4418 CERTIFICATE OF AMENDMENT I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby certify under the seal of my office that articles of amendment have been filed to amend certain articles of incorporation and that the Department of Banking and Finance has filed a certificate of approval authorizing the amendment of said articles for SUNTRUST BANK Atlanta, Fulton County, Georgia The required fees as provided by Title 14 of the official code of Georgia Annotated have been paid. THEREFORE, the Secretary, of State hereby issues this certificate of amendment. WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above. [SEAL] Cathy Cox Cathy Cox Secretary of State

ARTICLES OF AMENDMENT AND RESTATED ARTICLES OF INCORPORATION OF SUNTRUST BANK Pursuant to the Financial Institutions Code of Georgia, SunTrust Bank, a Georgia banking corporation (the "Bank"), submits Articles of Amendment and Restated Articles of Incorporation and shows as follows: 1. The Bank was chartered by a special act of the General Assembly of Georgia approved on September 21, 1891 with banking and trust powers. 2. The Bank's main office is located at One Park Place, N.E., Atlanta, Fulton County, Georgia, 30302. 3. By a written consent and waiver of notice dated August 8, 2000, the sole shareholder of the 4.320.000 shares of Common Stock then outstanding and entitled to vote did authorize, approve and adopt these Articles of Amendment and Restated Articles of Incorporation of the Bank, as submitted by a Resolution of the Board of Directors, and as set forth in Paragraph 4 below. The Bank has only one class of stock authorized, issued and outstanding. 4. The Articles of Incorporation of the Bank shall be amended by changing the address of the registered office in Article IV, authorizing the issuance of preferred stock in Article VI, and by restating in their entirety the Articles of Incorporation, as heretofore amended, and substituting therefor in all respects, the Restated Articles of Incorporation as follows:

RESTATED ARTICLES OF INCORPORATION OF SUNTRUST BANK Article I The name of the bank is SunTrust Bank (the "Bank"). Article II The Bank is organized pursuant to the provisions of the Financial Institutions Code of Georgia. Article III The Bank shall have perpetual duration. Article IV The principal place of business of the Bank is located in Atlanta, Fulton County, Georgia, and the Bank may establish branches or agencies at other places in Georgia or elsewhere. The address of the main office of the Bank is 303 Peachtree Street, N.E., Atlanta, Fulton County, Georgia 30308. Article V The purposes for which the Bank is organized are to act as a bank and as a trust company and to enjoy and be subject to the powers and restrictions of a bank and a trust company under the laws of the State of Georgia, and to conduct any other businesses, to exercise any powers, and to engage in any other activities not specifically prohibited to corporations organized to act as a bank and as a trust company under the laws of the State of Georgia. Article VI Section 6.01. The aggregate number of common shares which the Bank has authority to issue is 4,750,000, all of which are of one class only, each such share having a par value of $5.00 (the "Common Stock"), The Bank shall also have authority to issue 15.000 shares of preferred stock, par value $1,000 per share (the "Preferred Stock"). Section 6.02. Pursuant to the provisions of this Article VI, a series of Preferred Stock, all designated as the Series A Non-Cumulative Preferred Stock, consisting of 1,000 shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article VI, such Series A Non-Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock shall be designated as the Series A Non-Cumulative Preferred Stock ("Series A Preferred Stock"), and the number of shares constituting the Series A Preferred Stock shall be 1,000. The liquidation preference of the Series A Preferred Stock shall be $100,000 per share ("Series A Liquidation Value"). (b) Maturity. The Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption. (c) Rank. The Series A Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the Bank, rank (i) senior to all classes and series of Common Stock of the Bank and to all classes and series of equity securities of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank, or which do not specify their rank (collectively with the Common Stock, the "Series A Junior Securities"); (ii) on a parity with the Series B Preferred Stock and each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively with the Series B Preferred Stock, the "Series A Parity Securities"); and (iii) junior to each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively, the "Series A Senior Securities"), provided that any such Series A Senior Securities and Series A Parity Securities issued after the date hereof that are not approved by the holders of Series A Preferred Stock as required by Section 6.02(i)(i)(D) hereof shall be deemed to be Series A Junior Securities and not Series A Senior Securities or Series A Parity Securities, as the case may be. (d) Dividends. Dividends are payable on the Series A Preferred Stock as follows: (i) The holders of shares of the Series A Preferred Stock in preference to the Series A Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, preferential non-cumulative dividends payable in cash at the annual rate of nine percent (9.00%) of the Series A Liquidation Value (the "Series A Dividend Rate"). (ii) Dividends on the Series A Preferred Stock shall be noncumulative. Dividends not paid on any Series A Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series A Dividend Period to but excluding the immediately succeeding Series A Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series A Dividend Payment Date of each year with respect to the Series A Dividend Period ending on the day immediately prior to such

Series A Dividend Payment Date at the Series A Dividend Rate to holders of record at the close of business on the applicable Record Date, commencing on March 31, 2001 with respect to any shares of Series A Preferred Stock issued prior to that Series A Dividend Payment Date; provided that dividends payable on the Series A Preferred Stock on the initial Series A Dividend Payment Date (and any dividend payable for a period less than a full semiannual period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Series A Dividend Period; and provided, further, that dividends payable on the Series A Preferred Stock on the initial Series A Dividend Payment Date shall include any accumulated and unpaid dividends on the Series B Non-Cumulative Exchangeable Preferred Stock of the Corporation exchanged for the Series A Preferred Stock as of the Exchange Date for the then current dividend period. Dividends on such Series A Preferred Stock shall be paid only in cash. (iii) No dividends on shares of Series A Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the Bank at such time as the terms and provisions of any agreement of the Bank, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (iv) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends in excess of full non-cumulative dividends declared, as herein provided, on the shares of Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series A Preferred Stock that may be in arrears. (v) (A) So long as any shares of Series A Preferred Stock are outstanding, no dividends shall be declared, paid or set aside for payment or other distribution upon any Series A Junior Securities (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of Series A Junior Securities and other than as provided in clause (B) below), nor shall any shares of any Series A Junior Securities or any Series A Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Series A Junior Securities) whenever, in each case, full non-cumulative dividends on all outstanding shares of the Series A Preferred Stock for the related series A Dividend Period shall not have been declared and paid, when due, for the two consecutive Series A Dividend Periods terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition.

(B) When dividends for any dividend period are not paid in full, as provided in clause (A) above, on the shares of the Series A Preferred Stock or any Series A Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paid pro rata so that the amount of dividends declared and paid per share on the shares of the Series A Preferred Stock and any Series A Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series A Preferred Stock for such Series A Dividend Period and such Series A Parity Securities for the corresponding dividend period bear to each other. (e) Liquidation Preference, (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series A Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated and unpaid dividends thereon for the then current Series A Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series A Junior Securities. If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and any Series A Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Series A Parity Securities are entitled were paid in full. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends for the then current Series A Dividend Period, to which holders of Series A Preferred Stock are entitled, holders of Series A Preferred Stock will have no right or claim to any remaining assets of the Bank. (ii) For the purpose of this Section 6.02(e), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank, nor the consolidation or merger of the Bank, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank. (f) Redemption. The Series A Preferred Stock is not redeemable prior to March 31, 2021. On or after such date, the Series A Preferred Stock shall be redeemable, in whole or in part, at the option of the Bank, but only with the prior written approval of the Federal Reserve and, if such approval is then required under any applicable law, rule, guideline or policy, with the prior written approval of the Georgia Department of Banking and Finance, for cash out of any source of funds legally available, at a

redemption price equal to 100% of the Series A Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series A Dividend Payment Date (the "Series A Redemption Price"). Any date of such redemption is referred to as the "Series A Redemption Date." If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the Bank will select those to be redeemed by lot or pro rata or by any other method as may be determined by the Board of Directors to be equitable. (g) Procedure for Redemption. (i) Upon redemption of the Series A Preferred Stock pursuant to Section 6.02(f) hereof, notice of such redemption (a "Series A Notice of Redemption") shall be mailed by first-class mail, postage prepaid, not less than 30 days nor more than 60 days prior to the Series A Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank; provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series A Redemption Date; (B) the Series A Redemption Price; (C) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price; and (D) the CUSIP number of the shares being redeemed. (ii) If a Series A Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series A Preferred Stock as to which a Series A Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series A Redemption Price to the holders thereof, or if no such deposit is made, then upon the Series A Redemption Date (unless the Bank shall default in making payment of the Series A Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series A Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series A Preferred Stock so called for redemption shall not claim the Series A Redemption Price for its shares within six months after the related Series A Redemption Date, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof. (iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series A Redemption Date, the Bank shall

irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series A Redemption Price for the shares to be redeemed on the Series A Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series A Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such investment will be available to the Transfer Agent in Atlanta, Georgia at the opening of business on such Series A Redemption Date. (iv) Except as otherwise expressly set forth in this Section 6.02(g), nothing contained in these Restated Articles of Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series A Preferred Stock at any price, whether higher or lower than the Series A Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise. (v) If the Bank shall not have funds legally available for the redemption of all of the shares of Series A Preferred Stock on any Series A Redemption Date, the Bank shall redeem on the Series A Redemption Date only the number of shares of Series A Preferred Stock as it shall have legally available funds to redeem, as determined in an equitable manner, and the remainder of the shares of Series A Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practicable date next following the day on which the Bank shall first have funds legally available for the redemption of such shares. (h) Reacquired Shares. Shares of the Series A Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series A Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series. (i) Voting Rights. Holders of Series A Preferred Stock will not have any voting rights, except as otherwise from time to time required by law and except as follows: (i) In addition to any vote or consent of stockholders required by law, the approval of the holders of two-thirds of the outstanding shares of Series A Preferred Stock, voting as a class, shall be required for the Bank: (A) to amend, alter or repeal any of the provisions of these Restated Articles of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series A Preferred Stock so as to materially and adversely affect them, except as permitted in Section 6.02(j)(i)(A); (B) to authorize the merger, consolidation, or reclassification of the Bank with or into another Person, except as permitted in Section 6.02(j)(i)(B); (C) to dissolve, liquidate or wind up the affairs of the Bank; and (D) to authorize or issue, or obligate itself to authorize or issue, any Series A Senior Securities or any Series A Parity Securities unless, for

purposes of this clause (D) only, the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series A Preferred Stock then outstanding, (ii) If at any time dividends on the Series A Preferred Stock or any Series A Parity Securities shall not have been declared and paid in an amount equal to three semiannual dividends, whether consecutive or not, the number of directors constituting the Board of Directors of the Bank shall be increased by two and the holders of the Series A Preferred Stock and any Series A Parity Securities with similar voting rights, voting together as a single class, shall be entitled to elect two additional persons to fill such newly created directorships. The directors so elected shall meet the qualifications set forth in the Bank's bylaws and any applicable statutory or regulatory qualifications. At such time as dividends for at least two consecutive Series A Dividend Periods have been fully paid or set apart for full payment on the outstanding Series A Preferred Stock and any Series A Parity Securities with similar voting rights, the rights of such holders to vote for the election of directors as provided in this Section 6.02(i)(ii) shall cease and such directors shall no longer serve on the Board of Directors of the Bank, subject to renewal from time to time in the event of each and every subsequent default in the aggregate amount equivalent of three full semiannual dividends. During any period when the holders of the Series A Preferred Stock and any Series A Parity Securities have the right to vote as a class for directors as provided above, the directors so elected by the holders of the Series A Preferred Stock and any Series A Parity Securities with similar voting rights shall continue in office until their successors shall have been elected or until termination of the right of the holders of the Series A Preferred Stock and any Series A Parity Securities to vote as a class for directors. For purposes of the foregoing, the holders of the Series A Preferred Stock and any Series A Parity Securities shall vote in proportion to their respective liquidation preference of the shares of such stock held by them. (iii) With respect to any right of the holders of shares of Series A Preferred Stock to vote on any matter, whether such right is created by this Section 6.02(i), by applicable law or otherwise, no holder of any share of Series A Preferred Stock shall be entitled to vote, and no share of Series A Preferred Stock shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or of shares deemed outstanding for quorum purposes, as the case may be, funds sufficient for the redemption of such shares are irrevocably deposited with the Transfer Agent and a Series A Notice of Redemption has been given by the Bank or an affiliate thereof to the holders of the Series A Preferred Stock.

(j) Covenants. So long as any shares of Series A Preferred Stock are outstanding. the Bank covenants and agrees with and for the benefit of the holders of shares of Series A Preferred Stock that: (i) the Bank shall not, without the affirmative vote or consent of holders of two-thirds of the number of shares of Series A Preferred Stock then outstanding, voting as a separate class: (A) amend, alter or repeal any provisions of these Restated Articles of Incorporation (existing prior to and at the time of such vote) so as to materially and adversely affect the rights, preferences, privileges or restrictions of the holders of Series A Preferred Stock, except that this subsection (A) shall not apply to steps taken by the Bank to issue and the issuance of other preferred stock by the Bank; or (B) consolidate, merge, or reclassify with or into any other Person, or permit any merger of another Person into the Bank, or enter into a voluntary liquidation or voluntary dissolution of the Bank or enter into a share exchange with another Person, except that (1) the Bank may consolidate, merge or reclassify with or into another Person or enter into a share exchange with another Person if such other Person is a consolidated subsidiary (in accordance with generally accepted accounting principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate, merge, or reclassify with or into another Person or enter into a share exchange with another Person if (a) such other Person is a Depository Institution or corporation organized under the laws of the United States or of a state of the United States, (b) such other Person expressly assumes all obligations and commitments of the Bank pursuant to such consolidation, merger, reclassification or share exchange, (c) the outstanding shares of Series A Preferred Stock are exchanged for, reclassified as or converted into shares of the surviving Depository Institution or corporation which have preferences, limitations and relative voting and other rights substantially identical to those of the Series A Preferred Stock, (d) after giving effect to such merger, consolidation, reclassification or share exchange, no default, or event which with the giving of notice or passage of time or both could become a default by the Bank of its obligations under these Restated Articles of Incorporation. shall have occurred and be continuing, and (e) the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that such merger, consolidation, reclassification or share exchange will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series A Preferred Stock then outstanding; provided that, for purposes of this subsection (B)(2), the Bank shall have delivered to the Transfer Agent and caused to be mailed to each holder of record of Series A Preferred Stock, at least thirty days prior to any such merger, consolidation, reclassification or share exchange becoming effective, a notice describing such merger, consolidation, reclassification or share exchange, together with an Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation, reclassification or share exchange complies with the requirements

of these Restated Articles of Incorporation and that all conditions precedent herein provided for relating to such transaction have been complied with. (ii) the Bank will not issue additional shares of Series A Senior Securities or Series A Parity Securities unless the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series A Preferred Stock then outstanding. Section 6.03. Pursuant to the provisions of this Article VI, a series of Preferred Stock, all designated as the Series B Non-Cumulative Preferred Stock, consisting 9,000 shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article VI, such Series B Non-Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions: (a) Designation and Amount. The shares of such series of Preferred Stock shall be designated as the Series B Non-Cumulative Preferred Stock ("Series B Preferred Stock"), and the number of shares constituting the Series B Preferred Stock shall be 9,000. The liquidation preference of the Series B Preferred Stock shall be $100,000 per share ("Series B Liquidation Value"). (b) Maturity. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption. (c) Rank. The Series B Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the Bank, rank (i) senior to all classes and series of Common Stock of the Bank and to all classes and series of equity securities of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series B Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank. or which do not specify their rank (collectively with the Common Stock, the "Series B Junior Securities"); (ii) on a parity with the Series A Preferred Stock and each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively with the Series A Preferred Stock, the "Series B Parity Securities"); and (iii) junior to each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series B Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively, the "Series B Senior Securities"), provided that any such Series B Senior Securities or Series B Parity Securities issued after the date hereof that are not approved by the holders of Series B Preferred Stock as required by Section 6.03(i)(i)(D) hereof shall be deemed to be Series B Junior Securities and not Series B Senior Securities or Series B Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series B Preferred Stock as follows: (i) The holders of shares of the Series B Preferred Stock in preference to the Series B Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, preferential non-cumulative dividends payable in cash in an amount determined by applying the annual rate of LIBOR plus 200 basis points to the Series B Liquidation Value (the "Series B Dividend Rate"). (ii) Dividends on the Series B Preferred Stock shall be noncumulative. Dividends not paid on any Series B Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series B Dividend Period to but excluding the immediately succeeding Series B Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series B Dividend Payment Date of each year with respect to the Series B Dividend Period ending on the day immediately prior to such Series B Dividend Payment Date at the Series B Dividend Rate per share to holders of record at the close of business on the applicable Record Date, commencing on the Exchange Date with respect to any shares of Series B Preferred Stock issued prior to that Series B Dividend Payment Date; provided that dividends payable on the Series B Preferred Stock on the initial Series B Dividend Payment Date (and any dividend payable for a period less than a full quarterly period) shall be prorated for the period and computed on the basis of a 360-day year and the actual number of days in such Series B Dividend Period; and provided, further, that dividends payable on the Series B Preferred Stock on the initial Series B Dividend Payment Date shall include any accumulated and unpaid dividends on the Series C Non-Cumulative Exchangeable Preferred Stock of the Corporation exchanged for the Series B Preferred Stock as of the Exchange Date for the then current dividend period. Dividends on such Series B Preferred Stock shall be paid only in cash. (iii) No dividends on shares of Series B Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the Bank at such time as the terms and provisions of any agreement of the Bank, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (iv) Holders of shares of Series B Preferred Stock shall not be entitled to any dividends in excess of full non-cumulative dividends declared, as herein provided, on the shares of Series B Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series B Preferred Stock that may be in arrears.

(v) (A) So long as any shares of Series B Preferred Stock are outstanding, no dividends shall be declared, paid or set aside for payment or other distribution upon any Series B Junior Securities (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Series B Junior Securities and other than as provided in clause (B) below), nor shall any shares of any Series B Junior Securities or any Series B Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Series B Junior Securities) whenever, in each case, full non-cumulative dividends on all outstanding shares of the Series B Preferred Stock for the related Series B Dividend Period shall not have been declared and paid, when due, for the four consecutive Series B Dividend Periods terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition. (B) When dividends for any dividend period are not paid in full, as provided in clause (A) above, on the shares of the Series B Preferred Stock or any Series B Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paid pro rata so that the amount of dividends declared and paid per share on the shares of the Series B Preferred Stock and any Series B Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series B Preferred Stock for such Series B Dividend Period and such Series B Parity Securities for the corresponding dividend period bear to each other. (e) Liquidation Preference, (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series B Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated and unpaid dividends thereon for the then current Series B Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series B Junior Securities, If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series B Preferred Stock and any Series B Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series B Preferred Stock and the holders of outstanding shares of such Series B Parity Securities are entitled were paid in full. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends for the then current Series B Dividend Period, to which holders of Series B

Preferred Stock are entitled, holders of Series B Preferred Stock will have no right or claim to any remaining assets of the Bank. (ii) For the purpose of this Section 6.03(e), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank, nor the consolidation or merger of the Bank, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank. (f) Redemption. The Series B Preferred Stock is not redeemable prior to March 31, 2011. On March 31, 2011 and on each Series B Dividend Payment Date thereafter, the Series B Preferred Stock shall be redeemable, in whole or in part, at the option of the Bank, but with the prior written approval of the Federal Reserve and, if approval is then required under any applicable law, rule, guideline or policy, the Georgia Department of Banking and Finance, for cash out of any source of funds legally available, at a redemption price equal to 100% of the Series B Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series B Dividend Payment Date (the "Series B Redemption Price"). Any date of such redemption is referred to as the "Series B Redemption Date." If fewer than all the outstanding shares of Series B Preferred Stock are to be redeemed, the Bank will select those to be redeemed by lot or pro rata or by any other method as may be determined by the Board of Directors to be equitable. (g) Procedure for Redemption. (i) Upon redemption of the Series B Preferred Stock pursuant to Section 6.03(f) hereof, notice of such redemption (a "Series B Notice of Redemption") shall be mailed by first-class mail, postage prepaid, not less than 30 days nor more than 60 days prior to the Series B Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank; provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series B Redemption Date; (B) the Series B Redemption Price; (C) the place or places where certificates for such shares are to be surrendered for payment of the Series B Redemption Price; and (D) the CUSIP number of the shares being redeemed. (ii) If a Series B Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series B Preferred Stock as to which a Series B Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series B Redemption Price to the holders thereof, or if no such deposit is trade, then upon the Series B

Redemption Date (unless the Bank shall default in making payment of the Series B Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series B Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series B Preferred Stock so called for redemption shall not claim the Series B Redemption Price for its shares within six months after the related Series B Redemption Date, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof. (iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series B Redemption Date, the Bank shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series B Redemption Price for the shares to be redeemed on the Series B Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series B Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such investment will be available to the Transfer Agent in Atlanta, Georgia at the opening of business on such Series B Redemption Date. (iv) Except as otherwise expressly set forth in this Section 6.03(g), nothing contained in these Restated Articles of Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series B Preferred Stock at any price, whether higher or lower than the Series B Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise. (v) If the Bank shall not have funds legally available for the redemption of all of the shares of Series B Preferred Stock on any Series B Redemption Date, the Bank shall redeem on the Series B Redemption Date only the number of shares of Series B Preferred Stock as it shall have legally available funds to redeem, as determined in an equitable manner, and the remainder of the shares of Series B Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practicable date next following the day on which the Bank shall first have funds legally available for the redemption of such shares. (h) Reacquired Shares. Shares of the Series B Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series B Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock,

undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series. (i) Voting Rights. Holders of Series B Preferred Stock will not have any voting rights, except as otherwise from time to time required by law and except as follows: (i) In addition to any vote or consent of stockholders required by law, the approval of the holders of two-thirds of the outstanding shares of Series B Preferred Stock, voting as a class, shall be required for the Bank: (A) to amend, alter or repeal any of the provisions of these Restated Articles of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series B Preferred Stock so as to materially and adversely affect them, except as permitted in Section 6.03(j)(i)(A); (B) to authorize the merger, consolidation, or reclassification of the Bank with or into another Person, except as permitted in Section 6.03(j)(i)(B); (C) to dissolve, liquidate or wind up the affairs of the Bank; and (D) to authorize or issue, or obligate itself to authorize or issue, any Series B Senior Securities or Series B Parity Securities, unless, for purposes of this clause (D), the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance of Series B Parity Securities will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series B Preferred Stock then outstanding. (ii) If at any time dividends on the Series B Preferred Stock or any Series B Parity Securities shall not have been declared and paid in an amount equal to six quarterly dividends, whether consecutive or not, the number of directors constituting the Board of Directors of the Bank shall be increased by two and the holders of the Series B Preferred Stock and any Series B Parity Securities with similar voting rights, voting together as a single class, shall be entitled to elect two additional persons to fill such newly created directorships. The directors so elected shall meet the qualifications set forth in the Bank's bylaws and any applicable statutory or regulatory qualifications. At such time as dividends for at least four consecutive Series B Dividend Periods have been fully paid or set apart for full payment on the outstanding Series B Preferred Stock and any Series B Parity Securities with similar voting rights, the rights of such holders to vote for the election of directors as provided in this Section 6.03(i)(ii) shall cease and such directors shall no longer serve on the Board of Directors of the Bank, subject to renewal from time to time upon the same terms and conditions in the event of each and every subsequent default in the aggregate amount equivalent of six full quarterly dividends. During any period when the holders of the Series B Preferred Stock and any Series B Parity Securities have the right to vote as a class for directors as provided above, the directors so elected by the holders of the Series B Preferred Stock and any Series B Parity Securities with similar voting rights shall continue in office until their successors shall have been elected or until termination of the right of the holders of the Series B Preferred Stock and any Series B Parity

Securities to vote as a class for directors. For purposes of the foregoing, the holders of the Series B Preferred Stock and any Series B Parity Securities shall vote in proportion to their respective liquidation preference of the shares of such stock held by them. (iii) With respect to any right of the holders of shares of Series B Preferred Stock to vote on any matter, whether such right is created by this Section 6.03(i), by applicable law or otherwise, no holder of any share of Series B Preferred Stock shall be entitled to vote, and no share of Series B Preferred Stock shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or of shares deemed outstanding for quorum purposes, as the case may be, funds sufficient for the redemption of such shares are irrevocably deposited with the Transfer Agent and a Series B Notice of Redemption has been given by the Bank or an affiliate thereof to the holders of the Series B Preferred Stock. (j) Covenants. So long as any shares of Series B Preferred Stock are outstanding, the Bank covenants and agrees with and for the benefit of the holders of shares of Series B Preferred Stock that: (i) the Bank shall not, without the affirmative vote or consent of holders of two-thirds of the number of shares of Series B Preferred Stock then outstanding, voting as a separate class: (A) amend, alter or repeal any provisions of these Restated Articles of Incorporation (existing prior to and at the time of such vote) so as to materially and adversely affect the rights, preferences, privileges or restrictions of the holders of Series B Preferred Stock, except that this subsection (A) shall not apply to steps taken by the Bank to issue and the issuance of other preferred stock by the Bank; or (B) consolidate, merge, or reclassify with or into any other Person, or permit any merger of another Person into the Bank, or enter into a voluntary liquidation or voluntary dissolution of the Bank or enter into a share exchange with another Person, except that (1) the Bank may consolidate, merge or reclassify with or into another Person or enter into a share exchange with another Person if such other Person is a consolidated subsidiary (in accordance with generally accepted accounting principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate, merge, or reclassify with or into another Person or enter into a share exchange with another Person if (a) such other Person is a Depository Institution or corporation organized under the laws of the United States or a state of the United States, (b) such other Person expressly assumes all obligations and commitments of the Bank pursuant to such consolidation, merger, reclassification or share exchange, (c) the outstanding shares of Series B Preferred Stock are exchanged for, reclassified as or converted into shares of the surviving Depository Institution or corporation which have preferences, limitations and relative voting

and other rights substantially identical to those of the Series B Preferred Stock, (d) after giving effect to such merger, consolidation, reclassification or share exchange, no default, or event which with the giving of notice or passage of time or both could become a default by the Bank of its obligations under these Restated Articles of Incorporation, shall have occurred and be continuing, and (e) the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that such merger, consolidation, reclassification or share exchange will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series B Preferred Stock then outstanding; provided that, for purposes of this subsection (B)(2), the Bank shall have delivered to the Transfer Agent and caused to be mailed to each holder of record of Series B Preferred Stock, at least thirty days prior to any such merger, consolidation, reclassification or share exchange becoming effective, a notice describing such merger, consolidation, reclassification or share exchange, together with an Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation, reclassification or share exchange complies with the requirements of these Restated Articles of Incorporation and that all conditions precedent herein provided for relating to such transaction have been complied with. (ii) The Bank covenants and agrees with and for the benefit of the holders of shares of Series B Preferred Stock that the Bank will not issue additional shares of Series B Senior Securities or Series B Parity Securities unless the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series B Preferred Stock then outstanding. Section 6.04. Definitions. For the purpose of Sections 6.02 and 6,03 hereof, the following terms shall have the meanings indicated: "Business Day" means a day on which the New York Stock Exchange is open for trading and which is not a day on which banking institutions in The City of New York or Atlanta, Georgia are authorized or required by law or executive order to close. "Calculation Agent" means any Person authorized by the Bank to determine the Series B Dividend Rate, which initially shall be the Bank. "Corporation" means SunTrust Real Estate Investment Corporation, a Virginia corporation, or any successor thereto. "Depository Institution" has the meaning given to such term in 12 U.S.C.'SS'1813(c)(i), or any successor thereto. "Determination Date" means, with respect to any Series B Dividend Period, the date that is two London Business Days prior to the first day of such Series B Dividend Period.

"Dividend Payment Date" means, as the context requires, a Series A Dividend Payment Date or a Series B Dividend Payment Date. "Exchange Date" means any date on which the Series B Non-Cumulative Exchangeable Preferred Stock of the Corporation is exchanged for the Series A Preferred Stock or any date on which the Series C Non-Cumulative Exchangeable Preferred Stock of the Corporation is exchanged for the Series B Preferred Stock "Federal Reserve" means the Board of Governors of the Federal Reserve System, or any successor thereto. "Issue Date" means, with respect to the Series A Preferred Stock, the first date on which shares of Series A Preferred Stock are issued and with respect to the Series B Preferred Stock, the first date on which shares of the Series B Preferred Stock are issued. "LIBOR" means, with respect to a Series B Dividend Period relating to a Series B Dividend Payment Date (in the following order of priority): (i) the rate (expressed as a percentage per annum) for Eurodollar deposits having a three-month maturity that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date; (ii) if such rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date, LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest whole multiple of .00001%) of the rates (expressed as percentages per annum) for Eurodollar deposits having a three-month maturity that appear on Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00 a.m. (London time) on such Determination Date; (iii) if such rate does not appear on Reuters Page LIBO as of 11:00 a.m. (London time) on the related Determination Date, the Calculation Agent will request the principal London offices of four leading banks in the London interbank market of the Bank's selection to provide such banks' offered quotations (expressed as percentages per annum) to prime banks in the London interbank market for Eurodollar deposits having a three-month maturity as of 11:00 a.m. (London time) on such Determination Date. If at least two quotations are provided, LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest whole multiple of .00001%) of such quotations; (iv) if fewer than two such quotations are provided as requested in clause (iii) above, the Calculation Agent will request four major New York City banks of the Bank's selection to provide such banks' offered quotations (expressed as percentages per annum) to leading European banks for loans in Eurodollars as of 11:00 a.m. (London time) on such Determination Date. If at least two such quotations are provided, LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest whole multiple of .00001%) of such quotations; and

(v) if fewer than two such quotations are provided as requested in clause (iv) above, LIBOR will be LIBOR determined with respect to the Series B Dividend Period immediately preceding such current Series B Dividend Period. If the rate for Eurodollar deposits having a three-month maturity that initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may be. as of 11:00 a.m. (London time) on the related Determination Date is superseded on Telerate Page 3750 or Reuters Page LIBO, as the case may be, by a corrected rate before 12:00 noon (London time) on such Determination Date, the corrected rate as so substituted on the applicable page will be the applicable LIBOR for such Determination Date. "London Business Day" means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business, including dealings in foreign exchange and foreign currency deposits, in London. "Moody's" means Moody's Investors Service, Inc., or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series A Preferred Stock or the Series B Preferred Stock. "Officer's Certificate" means a certificate signed by the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Bank. "Opinion of Counsel" means a written opinion of counsel, who may be in-house counsel for the Bank. "Person" means any individual, firm, Depository Institution or other entity and shall include any successor (by merger or otherwise) of such entity. "Rating Agencies" means Moody's (and any successor thereto), Standard & Poor's (and any successor thereto) and any other nationally recognized statistical rating organizations assigning, at the Bank's request, ratings to the shares of Series A Preferred Stock or Series B Preferred Stock. "Record Date" means the 15th day of the month in which the applicable Dividend Payment Date falls for dividends declared by the Board of Directors. "Series A Dividend Payment Date" means each March 31 and September 30 of each year. "Series A Dividend Period" is the period from a Series A Dividend Payment Date to, but excluding, the next succeeding Series A Dividend Payment Date; provided, however, that the initial Series A Dividend Period is the period from the Issue Date of the Series B Preferred Stock to the next succeeding Series A Dividend Payment Date. "Series A Dividend Rate" has the meaning set forth in Section 6.02(d)(i) hereof.

"Series A Junior Securities" has the meaning set forth in Section 6.02(c) hereof. "Series A Liquidation Value" has the meaning set forth in Section 6.02(a) hereof. "Series A Notice of Redemption" has the meaning set forth in Section 6.02(g)(i) hereof. "Series A Parity Securities" has the meaning set forth in Section 6.02(c) hereof. "Series A Preferred Stock" has the meaning set forth in Section 6.02(a) hereof. "Series A Redemption Date" has the meaning set forth in Section 6.02(f) hereof. "Series A Redemption Price" has the meaning set forth in Section 6.02(f) hereof. "Series A Senior Securities" has the meaning set forth in Section 6.02(c) hereof. "Series B Dividend Payment Date" means each March 31, June 30, September 30 and December 31 of each year. "Series B Dividend Period" is the period from a Series B Dividend Payment Date to, but excluding, the next succeeding Series B Dividend Payment Date; provided, however, that the initial Series B Dividend Period is the period from the Issue Date of the Series B Preferred Stock to the next succeeding Series B Dividend Payment Date. "Series B Dividend Rate" has the meaning set forth in Section 6.03(d)(i) hereof. "Series B Junior Securities" has the meaning set forth in Section 6.03(c) hereof. "Series B Liquidation Value" has the meaning set forth in Section 6.03(a) hereof. "Series B Notice of Redemption" has the meaning set forth in Section 6.03(g)(i) hereof. "Series B Parity Securities" has the meaning set forth in Section 6.03(c) hereof. "Series B Preferred Stock" has the meaning set forth in Section 6.03(a) hereof. "Series B Redemption Date" has the meaning set forth in Section 6.03(f) hereof. "Series B Redemption Price" has the meaning set forth in Section 6.03(f) hereof. "Series B Senior Securities" has the meaning set forth in Section 6.03(c) hereof. "Standard & Poor's" means Standard & Poor's Ratings Group, a division of the McGraw-Hill Companies, Inc. or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series A Preferred Stock or the Series B Preferred Stock.

"Transfer Agent" means a bank or trust company as may be appointed from time to time by the Board of Directors of the Bank, or a committee thereof, to act as transfer agent, paying agent and registrar of the Series A Preferred Stock and the Series B Preferred Stock. Section 6.05. Authority is hereby expressly granted to the Board of Directors from time to time to issue additional Preferred Stock, for such consideration and on such terms as it may determine, as Preferred Stock of one or more series and in connection with the creation of any such series to fix by the resolution or resolutions providing for the issue of shares thereof the designation, powers and relative participating, optional, or other special rights of such series, and the qualifications, limitations, or restrictions thereof. Article VII No stockholder shall have any preemptive right to subscribe for or to purchase any shares or other securities issued by the Bank Article VIII The number of directors shall be not less than eleven nor more than twenty-five, which number shall be fixed as provided by law. Article IX Section 9,01. No director of the Bank shall be personally liable to the shareholders of the Bank for monetary damages for breach of his duty of care or other duty as a director, provided that this provision shall eliminate or limit the liability of a director only to the maximum extent permitted from time to time by the Financial Institutions Code of Georgia or any successor law or laws. Section 9.02. Any repeal or modification of clause (a) of this Article IX by the shareholders of the Bank shall not adversely affect any right or protection of a director of the Bank existing at the time of such repeal or modification.

IN WITNESS WHEREOF, SunTrust Bank has caused these Restated Articles of Incorporation to be executed and its corporate seal to be affixed and has caused the foregoing to be attested, all by its duly authorized officers on this 8th day of August, 2000. SUNTRUST BANK By: /s/ L. Phillip Humann --------------------------------------- Name: L. Phillip Humann Title: Chairman of the Board, President and Chief Executive Officer By: /s/ John W. Spiegel -------------------------------------- Name: John Spiegel Title: Executive Vice President and Chief Financial Officer (SEAL) Attest: /s/ Raymond D. Fortin ------------------------ Name: Raymond D. Fortin Title: Corporate Secretary

[SEAL OF THE STATE OF GEORGIA DEPARTMENT OF BANKING AND FINANCE] This is to certify that SUNTRUST BANK ATLANTA, FULTON COUNTY, GEORGIA is a state bank and trust company, approved to exercise trust powers, operating under Articles of Incorporation (Charter) granted by this State on September 21, 1891. It is validly existing at the present tinge and, to the best of our knowledge, its deposits are insured by the Federal Deposit Insurance Corporation. This the 23rd day of March 2001. /s/ Murali Ramachandran ------------------------ Murali Ramachandran Corporate Manager

[Letterhead of Secretary of State DOCKET NUMBER : 010B60845 Corporations Division] CONTROL NUMBER : J715952 DATE INCORPORATED: 09/21/1891 JURISDICTION : GEORGIA PRINT DATE : 03/21/2001 FORM NUMBER : 256 SUNTRUST BANK P.O. BOX 4418 ATLANTA, GA 30302 CERTIFICATE OF EXISTENCE I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby certify under the seal of my office that SUNTRUST BANK A DOMESTIC BANK was duly incorporated on the above date. Said corporation is in compliance with the applicable filing and annual registration provisions of Title 14 of the Official Code of Georgia Annotated and has not filed articles of dissolution. This certificate is issued under the authority of Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein. This certificate applies only to filings pursuant to Title 14 of the Official Code of Georgia Annotated, Information concerning bank related filings must be certified by the Georgia Department of Banking and Finance. [STATE SEAL] Cathy Cox

[Letterhead of Secretary of State DOCKET NUMBER : 000030647/61233 Corporations Division] CONTROL NUMBER: J715952 EFFECTIVE DATE: 01/01/2000 REFERENCE : 0077 PRINT DATE : 01/01/2000 FORM NUMBER : 402 MARGARET U. HODGSON SUNTRUST BANKS, INC. P.O. BOX 4418, MAIL CODE 643-SP ATLANTA, GEORGIA 30302-4418 CERTIFICATE OF MERGER AND NAME CHANGE I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby issue this certificate pursuant to Georgia Law certifying the filing of articles or a certificate of merger, fees and required statutory approval regarding the merger of the below entities, effective as of the date shown above. Surviving or Acquiring Entity: SUNTRUST BANK, ATLANTA Atlanta, Fulton County, Georgia Changing its name to: SUNTRUST BANK Nonsurviving Entity/Entities; SUNTRUST BANK, ALABAMA, NATIONAL ASSOCIATION SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION SUNTRUST BANK, EAST CENTRAL FLORIDA SUNTRUST BANK, GULF COAST SUNTRUST BANK, MIAMI, NATIONAL ASSOCIATION SUNTRUST BANK, MID-FLORIDA, NATIONAL ASSOCIATION Cathy Cox Cathy Cox Secretary of State

[Letterhead of Secretary of State DOCKET NUMBER : 000030647 Corporations Division] CONTROL NUMBER: J715952 EFFECTIVE DATE: 01/01/2000 REFERENCE : 0077 PRINT DATE : 01/06/2000 FORM NUMBER : 402 CERTIFICATE OF MERGER CONT'D SUNTRUST BANK, NATURE COAST SUNTRUST BANK, NORTH CENTRAL FLORIDA SUNTRUST BANK, NORTH FLORIDA, NATIONAL ASSOCIATION SUNTRUST BANK, NORTHWEST FLORIDA SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION SUNTRUST BANK, SOUTHWEST FLORIDA SUNTRUST BANK, TAMPA BAY SUNTRUST BANK, AUGUSTA, NATIONAL ASSOCIATION SUNTRUST BANK; MIDDLE GEORGIA, NATIONAL ASSOCIATION SUNTRUST BANK, NORTHEAST GEORGIA, NATIONAL ASSOCIATION SUNTRUST BANK, NORTHWEST GEORGIA, NATIONAL ASSOCIATION SUNTRUST BANK, SAVANNAH, NATIONAL ASSOCIATION SUNTRUST BANK, SOUTH GEORGIA, NATIONAL ASSOCIATION SUNTRUST BANK, SOUTHEAST GEORGIA, NATIONAL ASSOCIATION SUNTRUST BANK, WEST GEORGIA, NATIONAL ASSOCIATION SUNTRUST BANK, CHATTANOOGA, NATIONAL ASSOCIATION SUNTRUST BANK, EAST TENNESSEE, NATIONAL ASSOCIATION SUNTRUST BANK, NASHVILLE, NATIONAL ASSOCIATION SUNTRUST BANK, SOUTH CENTRAL TENNESSEE, NATIONAL ASSOCIATION

SECRETARY'S CERTIFICATE I, Raymond D. Fortin, Corporate Secretary of SunTrust Bank, hereby certify that the attached is a true and correct copy of an action taken by the Chief Executive Officer of SunTrust Bank in accordance with Article VI, Section III of SunTrust Bank's Bylaws, and that such action has not been amended or rescinded. Dated this 8th day of May, 2001. /s/ Raymond D. Fortin ------------------------- Raymond D. Fortin Corporate Secretary [CORPORATE SEAL]

SUNTRUST BANK DESIGNATION OF AUTHORITY Pursuant to Article VI, Section 3 of SunTrust Bank's Bylaws, I hereby direct that any Assistant Vice President or Corporate Trust Officer performing functions for the Corporate Trust Division of SunTrust Bank may execute and deliver on behalf of SunTrust Bank any indenture, escrow agreement, custody agreement, fiscal agency agreement or any other instrument or agreement. /s/ L. Phillip Humann ------------------------------------ L. Phillip Humann Chairman of the Board, President and Chief Executive Officer SunTrust Bank February 17, 2000

SECRETARY'S CERTIFICATE I, Raymond D. Fortin, do hereby certify that I am the duly elected and qualified Corporate Secretary of SunTrust Bank, a Georgia state bank (the "Bank"), and that the attached is a true and correct copy of Article VI of the Bylaws of the Bank, and that such Bylaws have not been rescinded or modified. 1N WITNESS WHEREOF, I have affixed my name as Corporate Secretary and have caused the seal of the Bank to be hereunto affixed this 8th day of May, 2001, /s/ Raymond D. Fortin ------------------------- Raymond D. Fortin Corporate Secretary [CORPORATE SEAL]

purpose, the Board. of Directors may fix, in advance, a date as the record date for determination of the shareholder. ARTICLE VI DEPOSITORIES, SIGNATURES AND SEAL SECTION I. Depositories. All funds of the Bank shall be deposited in the name of the Bank in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Bank by such person or persons as the Board, its Executive Committee or the Chief Executive Officer may, from time to time, direct. SECTION 2. Seal. The seal of the Bank shall be in such form as the Board of Directors may, from time to time, direct. Unless otherwise directed by the Board of Directors, the official seal of the Bank shall be as follows: If the seal is affixed to a document, the signature of the Corporate Secretary or his or her designee shall attest to the seal. The seal and its attestation may be lithographed or otherwise printed on any document and shall have, to the extent permitted by law, the same force and effect as if it has been affixed and attested manually. SECTION 3. Execution of Instruments. All bills, notes, checks, and other instruments for the payment of money, all agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered, or accepted on behalf of the Bank by the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President or Vice President, the Secretary or the Treasurer. Any such instrument may also be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Bank in such manner and by such other officers, employees or agents of the Bank as the Board of Directors, Executive Committee or Chief Executive Officer may, from time to time, direct. ARTICLE VII INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES SECTION 1. Definitions. The following terms are defined, for purposes of this Article, as: (A) "Bank" includes any domestic or foreign predecessor entity of this Bank in merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. 7

CORPORATE RESOLUTION RESOLVED, that any officer of the rank of Vice President and above is authorized to execute on behalf of SunTrust Bank (the "Bank") any instrument, document, or writing for the conduct of the business of the Bank, either in its own right or in any fiduciary capacity. Any officer of the Bank is authorized to execute loan and loan related documents, and trust and trust related documents, on behalf of the Bank, either in its own right or in any fiduciary capacity. Any officer of the Bank is authorized to execute on behalf of the Bank any documents necessary to transfer securities held in the name of the Bank, whether for its own account or in a fiduciary capacity. Any officer of the Bank is authorized to execute releases of land held as security for any debt with the Bank, quitclaim deeds of release and other releases, and any such officer may affix the Corporate Seal when required. Any officer is authorized to execute on behalf of the Bank guaranty of signature customarily required for the transfer of stocks, bonds and other securities, and for other purposes where a guaranty of a signature may be useful or necessary. Any officer is authorized to execute on behalf of the Bank, as Transfer Agent or Registrar, any stock certificate and any certificate evidencing any other security. Any officer of the Bank, or an employee of the Bank specifically designated by either the Board of Directors or the Executive Committee, is authorized to sign savings certificates, certificates of deposit, certifications of checks and treasurer's checks. Checks or other written orders for withdrawal of funds from a depository of the Bank may be signed by any officer of the Bank, or by an employee specifically designated by either the Board of Directors or the Executive Committee. ***** I, Raymond D. Fortin, hereby certify that I am Corporate Secretary of SunTrust Bank (formerly SunTrust Bank, Atlanta) and that the above and foregoing is a true and correct copy of a resolution unanimously adopted at a meeting of the Board of Directors of the Bank at which a quorum was present and which was duly called and regularly held on the 13th day of February, 2001, and that said resolution has not since been amended.

I further certify that the following are the titles of officers of the Bank of the rank of Vice President and above: Chairman of the Board Group Vice President President General Counsel Executive Vice President First Vice President Corporate Executive Vice President Vice President Senior Vice President Treasurer Corporate Senior Vice President Controller Managing Director Associate Corporate Counsel Director Vice Chairman This the 8th day of May, 2001. /s/ Raymond D. Fortin ------------------------- Raymond D. Fortin Corporate Secretary [CORPORATE SEAL] 2

EXHIBIT 4 Existing Bylaws of SunTrust Bank, as amended and restated February 13, 2001

SUNTRUST BANK BYLAWS (As Amended and Restated February 13, 2001) ARTICLE I SHAREHOLDERS SECTION 1. Annual Meeting. The annual meeting of the shareholder for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, on such date and at such time as the Board of Directors may by resolution provide. If the Board of Directors fails to provide such date and time, the meeting shall be held at the Bank's headquarters at 10:00 AM local time on the third Tuesday in April of each year, or, if that date is a legal holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any special meeting of the shareholder that such meeting shall be in lieu of the annual meeting. SECTION 2. Special Meeting; Call of Meetings. Special meetings of the shareholder may be called at any time by the Chairman of the Board, the President, or the Board itself, and shall be held at such place as is stated in the notice. ARTICLE II DIRECTORS SECTION 1. Board of Directors. The Board of Directors shall manage the business and affairs of the Bank and may exercise all of the powers of the Bank, subject to whatever restrictions are imposed by law. SECTION 2. Composition of the Board. The Board of Directors of the Bank shall consist of not less than ten (10) nor more than twenty (20) natural persons, the exact number to be set from time to time by the Board of Directors. In the absence of the Board setting the number of Directors, the number shall be sixteen (16). Each Director, unless he or she dies, resigns, retires or is removed from office, shall hold office until the next annual meeting of the shareholder, and may be reelected for successive terms. SECTION 3. Election of Directors. Nominations for election to the Board of Directors may be made by the Board, or by the Bank's shareholder. Nominations shall specify the class of Directors to which each person is nominated. SECTION 4. Vacancies. Vacancies resulting from retirement, resignation, removal from office (with or without cause), death or an increase in the number of Directors comprising the Board, shall be filled by the Board of Directors. Any Director so elected shall hold office until the next annual meeting of the shareholder. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

SECTION 5. Retirement. Each Director serving as an officer of the Bank or any of its affiliates shall cease to be a Director on the date of the first to occur of (a) his or her 65th birthday, or (b) the date of his or her termination, resignation or retirement of employment. Each Director who is not an officer of the Bank or any of its affiliates shall cease to be a Director at the end of his or her term that coincides with or follows his or her 70th birthday. SECTION 6. Removal. Any or all Directors may be removed from office at any time with or without cause, by the affirmative vote of the shareholder. SECTION 7. Resignations. Any Director may resign at any time by giving written notice to the Chairman of the Board, the President or the Corporate Secretary. Such resignation shall take effect when delivered unless the notice specifies a later effective date, and the acceptance of the resignation shall not be necessary to make it effective, unless otherwise stated in the resignation. ARTICLE III ACTION OF THE BOARD OF DIRECTORS; COMMTTEES SECTION I. Quorum; Vote Requirement. A majority of the Directors holding office shall constitute a quorum for the transaction of the Board's business. If a quorum is present, a vote of a majority of the Directors present at such time shall be the act of the Board of Directors, unless a greater vote is required by law, the Articles of Incorporation or these Bylaws. SECTION 2. Executive Committee. An Executive Committee, consisting of not less than four (4) Directors, is hereby established. The members of the Executive Committee shall be elected by the Board at its meeting immediately following the annual shareholder's meeting, or at such other time as the Board determines to be appropriate. The Executive Committee shall have and may exercise all the authority of the Board as permitted by law. In addition, the Executive Committee shall serve as the Nominating Committee and shall have the power to recommend candidates for election to the Board and consider other issues related to the size and composition of the Board. The Board shall elect the Chairman of the Executive Committee, who shall be entitled to preside at all meetings of the Executive Committee and perform such other duties as may be designated by the Committee. SECTION 3. Audit Committee. An Audit Committee, consisting of not less than four (4) Directors, is hereby established. No Director who is an officer of the Bank or any affiliate shall be a member of the Audit Committee. The members of the Audit Committee shall be elected by the Board at its meeting immediately following the annual shareholder's meeting, or at such other time as the Board determines to be appropriate. The Audit Committee shall require that an audit of the books and records of the affairs of the Bank be made at such time or times as the members of the Audit Committee choose, and shall review the scope of the audit and approve of any non-audit services to be performed for the Bank by the independent accountants. The Audit Committee shall also review examination reports by the independent accountants and regulatory agencies; review credit issues, loan policies and procedures, the classification of loans and the adequacy of the allowance for loan losses; monitor the credit process review function; review the 2

Bank's CRA policy, plans and performance; review internal programs to assure compliance with laws and regulations and the adequacy of internal controls, and exercise oversight for the Bank's fiduciary actions and duties. The Board shall elect the Chairman of the Audit Committee who shall be entitled to preside at all meetings of the Committee and perform such other duties as may be designated by the Committee. SECTION 4. Other Committees. The Board of Directors may designate one or more other committees, each consisting of one or more Directors, and each of which, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all authority of the Board of Directors. SECTION 5. Committee Meetings. Regular meetings of each committee, of which no notice is necessary, shall be held at such times and places as fixed, from time to time, by resolution adopted by the committee. Special meetings of any committee may be called at any time by the Chairman of the Board or the President, by the Chairman of such committee or by two members of the committee. Notice of any special meeting of any committee may be given in the manner provided in the Bylaws for giving notice of a special meeting of the Board of Directors. However, notice of any special meeting need not be given to any member of the committee who is present at the meeting or who, before or after the meeting, waives notice in writing (including telegram, cablegram, facsimile, or radiogram). Any regular or special meeting of any committee shall be a legal meeting, without any notice being given, if all the members are present. A majority of the members of any committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. SECTION 6. Committee Records. Each committee shall keep a record of its acts and proceedings and shall report them from time to time to the Board of Directors. SECTION 7. Alternate Members; Vacancies. The Board of Directors may designate one or more Directors as alternate members of any committee, to act in the place and stead of one or more members who are absent from such committee. The Board of Directors may fill any vacancy or vacancies occurring in any committee. SECTION 8. Place, Time, Notice and Call of Directors' Meetings. The annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of the shareholder or at such other time and place as the Chairman of the Board may designate. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may determine from time to time. Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors shall be held upon notice of the date, time and place of the meeting as given to each Director orally, by telephone or in person, or in writing, by personal delivery or by mail, telegram, facsimile, or cablegram. Notice of special meetings shall be given no later than the day before the meeting, except that notice of a special meeting need not be given to any Director who signs and delivers to the Bank, either before or after the meeting, a waiver of notice. Attendance of a Director at a Board meeting shall constitute a waiver of notice of that meeting, as well as a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or 3

convened, except when a Director states, at the beginning of the meeting (or promptly upon his or her arrival), any such objection or objections to the transaction of business and thereafter does not vote for or assent to action taken at the meeting. The business to be transacted at, and the purpose of, any regular or special meeting of the Board of Directors need not be specified in the notice or waiver of notice of the meeting unless required by law or these Bylaws. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. No notice of any adjourned meeting need be given. Meetings of the Board of Directors may be called by the Chairman of the Board, the President or any two Directors. SECTION 9. Action by Directors Without a Meeting; Participation in Meeting by Telephone. Except as limited by law, any action to be taken at a meeting of the Board, or by any committee of the Board, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the members of the Board or such Committee and shall be filed with the minutes of the proceedings of the Board or such committee. Such written consent shall have the same force and effect as a unanimous vote of the Board or such committee and any document executed on behalf of the Corporation may recite that the action was duly taken at a meeting of the Board or such committee. Participation at Board and committee meetings may occur by conference telephone or similar communication equipment so long as all persons participating in the meeting can hear and speak to one other, and such participation shall constitute personal presence at the meeting. SECTION 10. Directors' Compensation. The Board of Directors shall have authority to determine, from time to time, the amount of compensation paid to its members for attendance at meetings of, or services on, the Board or any committee thereof. The Board shall also have the power to reimburse Directors for reasonable expenses of attendance at Directors' meetings and committee meetings. ARTICLE IV OFFICERS SECTION 1. Executive Structure. The Board of Directors shall elect a Chairman of the Board, President, Chief Financial Officer, Corporate Secretary and Treasurer, and may elect one or more Vice Chairmen and Executive Vice Presidents as the Board of Directors may deem necessary. The Board of Directors shall designate a Chief Executive Officer from among these officers. The Chief Executive Officer shall designate duties of each designated officer and may appoint assistant officers, to assist one or more of the designated officers in discharging their duties. Titles of the assistant officers will be designated by the Chief Executive Officer as he or she deems appropriate. The Chief Executive Officer may also appoint other officers and may delegate the authority to appoint officers to other officers of the Bank. The local or regional boards or the local or regional chief executive officers or their designees may appoint officers of SunTrust Bank. Each officer elected by the Board and each officer appointed by the Chief Executive Officer or his or her designee shall serve until the next annual meeting of the Board, or 4

until he or she earlier resigns, retires, dies or is removed from office. Any two or more offices may be held by the same person. SECTION 2. Chief Executive Officer. The Chief Executive Officer shall be the most senior officer of the Bank and all other officers and agents of the Bank shall be subject to his or her direction. He or she shall be accountable to the Board of Directors for the fulfillment of his or her duties and responsibilities and, in the performance and exercise of all such duties, responsibilities and powers, he or she shall be subject to the supervision and direction of, and any limitations imposed by, the Board of Directors. The Chief Executive Officer shall be responsible for interpretation and implementation of the policies of the Bank as determined and specified from time to time by the Board of Directors, and shall be responsible for the general management and direction of the business and affairs of the Bank. For the purpose of fulfilling his or her duties and responsibilities and subject to these Bylaws and the direction of the Board, the Chief Executive Officer shall have plenary authorities and powers, including general executive powers, the authority to delegate and assign duties, responsibilities and authorities, and, in the name of the Bank and on its behalf, the authority to negotiate and make any agreements, waivers or commitments that do not require the express approval of the Board. SECTION 3. Chairman of the Board. The Chairman shall be a member of the Board of Directors and shall be entitled to preside at all meetings of the Board. SECTION 4. President. The President shall have such powers and perform such duties as may be assigned by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. SECTION 5. Vice Chairman. Any Vice Chairman elected shall have such duties and authority as may be conferred upon him by the Board or delegated to him by the Chief Executive Officer. SECTION 6. Chief Financial Officer. The Chief Financial Officer shall have the care, custody, control and handling of the funds and assets of the Bank, and shall render a statement of the assets, liabilities and operations of the Bank to the Board at its regular meetings. SECTION 7. Treasurer. The Treasurer shall perform such duties as may be assigned to him or her and shall report to the Chief Financial Officer or, in the absence of the Chief Financial Officer, to the President. SECTION 8. Corporate Secretary. Due notice of all meetings of the shareholder and Directors shall be given by the Corporate Secretary or the person or persons calling such meeting. The Corporate Secretary shall report the proceedings of all meetings in a book of minutes and shall perform all the duties pertaining to his or her office, including authentication of corporate documents, and shall have custody of the Seal of the Bank. Each Assistant Corporate Secretary appointed by the Chief Executive Officer or his or her designee may perform all duties of the Corporate Secretary. 5

SECTION 9. Bank Officers. Each officer, employee and agent of the Bank shall have the duties and authority conferred upon him or her by the Board of Directors or delegated to him or her by the Chief Executive Officer, or his or her designee. SECTION 10. Removal of Officers. Any officer may be removed by the Board of Directors with or without cause whenever, in its judgment, the best interests of the Bank will be served thereby. In addition, an officer of the Bank shall cease to be an officer upon ceasing to be an employee of the Bank or its affiliates. ARTICLE V STOCK SECTION 1. Stock Certificates. The shares of stock of the Bank shall be represented by certificates in such form as may be approved by the Board of Directors, which certificates shall be issued to the shareholder of the Bank and shall be signed by the Chairman of the Board, or the President, together with the Corporate Secretary or an Assistant Secretary of the Bank; and which shall be sealed with the seal of the Bank. The described signatures on any certificate may be a facsimile signature if the certificate is countersigned by a transfer agent or registrar other than the Bank itself or an employee of the Bank. No share certificates shall be issued until consideration for the shares represented thereby has been fully paid. If any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if he or she was such officer at the date of issue. SECTION 2. Transfer of Stock. Shares of stock of the Bank shall be transferred on the books of the Bank only upon surrender to the Bank of the certificate or certificates representing the shares to be transferred, accompanied by an assignment in writing of such shares, properly executed by the shareholder of record or his or her duly authorized attorney-in-fact, and after payment of all taxes due upon the transfer. The Bank may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper. Upon the surrender of a certificate for transfer of stock, such certificate shall be marked on its face "Canceled". The Board of Directors may make such additional rules concerning the issuance, transfer and registration of stock and requirements regarding the establishment of lost, destroyed or wrongfully taken stock certificates (including any requirement of an indemnity bond prior to issuance of any replacement certificate and provision for appointment of a transfer agent and a registrar) as it deems appropriate. SECTION 3. Registered Shareholder. The Bank may deem and treat the holder of record of any stock as the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person. SECTION 4. Record Date. For the purpose of determining the shareholder entitled to notice of, or to vote at, any meeting of shareholder or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of the shareholder for any other 6

purpose, the Board of Directors may fix, in advance, a date as the record date for determination of the shareholder. ARTICLE VI DEPOSITORIES, SIGNATURES AND SEAL SECTION 1. Depositories. All funds of the Bank shall be deposited in the name of the Bank in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Bank by such person or persons as the Board, its Executive Committee or the Chief Executive Officer may, from time to time, direct. SECTION 2. Seal. The seal of the Bank shall be in such form as the Board of Directors may, from time to time, direct. Unless otherwise directed by the Board of Directors, the official seal of the Bank shall be as follows: If the seal is affixed to a document, the signature of the Corporate Secretary or his or her designee shall attest to the seal. The seal and its attestation may be lithographed or otherwise printed on any document and shall have, to the extent permitted by law, the same force and effect as if it has been affixed and attested manually. SECTION 3. Execution of Instruments. All bills, notes, checks, and other instruments for the payment of money, all agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered, or accepted on behalf of the Bank by the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President or Vice President, the Secretary or the Treasurer. Any such instrument may also be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Bank in such manner and by such other officers, employees or agents of the Bank as the Board of Directors, Executive Committee or Chief Executive Officer may, from time to time, direct. ARTICLE VII INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES SECTION 1. Definitions. The following terms are defined, for purposes of this Article, as: (A) "Bank" includes any domestic or foreign predecessor entity of this Bank in merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. 7

(B) "Director" means an individual who is or was a director of the Bank or an individual who, while a director of the Bank, is or was serving at the Bank's request as director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A Director is considered to be serving an employee benefit plan at the Bank's request if his or her duties to the Bank also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a Director. (C) "Disinterested Director" means a Director who, at the time of a vote referred to in Section 3(C) or a vote or selection referred to in Section 4(B), 4(C) or 7(A) is not: (I) a party to the proceedings; or (ii) an individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the Director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the Director's judgement when voting on the decision being made. (D) "Employee" means an individual who is or was an employee of the Bank or an individual who, while an employee of the Bank, is or was serving at the Bank's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. An Employee is considered to be serving an employee benefit plan at the Bank's request if his or her duties to the Bank also imposes duties on, or otherwise involves services by, him or her to the plan or to participants in or beneficiaries of the plan. Employee includes, unless the context requires otherwise, the estate or personal representative of an Employee. (E) "Expenses" includes counsel fees. (F) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. (G) "Officer" means an individual who is or was an officer of the Bank, including an assistant officer, or an individual who, while an officer of the Bank, is or was serving at the Bank's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. An Officer is considered to be serving an employee benefit plan at the Bank's request if his or her duties to the Bank also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. Officer includes, unless the context requires otherwise, the estate or personal representative of an Officer. (H) "Official Capacity" means: (i) when used with respect to a director, the office of a director in a corporation; and (ii) when used with respect to an officer, the office in a corporation held by the officer. Official Capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity. 8

(I) "Party" means an individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding. (J) "Proceeding" means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal. Section 2. Basic Indemnification Arrangement. (A) Except as provided in subsections 2(D) and 2(E) below and, if required by Section 4 below, upon a determination pursuant to Section 4 in the specific case that such indemnification is permissible in the circumstances under this subsection because the individual has met the standard of conduct set forth in this subsection (A), the Bank shall indemnify an individual who is made a party to a proceeding because he or she is or was a Director or Officer against liability incurred by him or her in the proceeding if he or she conducted himself or herself in good faith and, in the case of conduct in his or her official capacity, he or she reasonably believed such conduct was in the best interest of the Bank, or in all other cases, he or she reasonably believed such conduct was at least not opposed to the best interests of the Bank and, in the case of any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful. (B) A person's conduct with respect to an employee benefit plan for a purpose he or she believes in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 2(A) above. (C) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the proposed indemnitee did not meet the standard of conduct set forth in subsection 2(A) above. (D) The Bank shall not indemnify a person under this Article (i) in connection with a proceeding by or in the right of the Bank, except for reasonable expenses incurred in connection with the proceeding if it is determined that such person has met the relevant standard of conduct under this section, or (ii) with respect to conduct for which such person was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his official capacity. SECTION 3. Advances for Expenses. (A) The Bank may advance funds to pay for or reimburse the reasonable expenses incurred by a Director or Officer who is a party to a proceeding because he or she is a Director or Officer in advance of final disposition of the proceeding if (i) such person furnishes the Bank a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct set forth in subsection 2(A) above or that the proceeding involves conduct for which liability has been eliminated under the Bank's Articles of Incorporation; and (ii) such person furnishes the Bank a written undertaking meeting the qualifications set forth below in subsection 3(B), executed personally or on his or her behalf, to repay any funds advanced if it is ultimately determined that he or she is not entitled to any indemnification under this Article or otherwise. 9

(B) The undertaking required by subsection 3(A)(ii) above must be an unlimited general obligation of the Director or Officer but need not be secured and shall be accepted without reference to financial ability to make repayment. (C) Authorizations under this Section shall be made: (i) by the Board of Directors (a) when there are two or more Disinterested Directors, by a majority vote of all Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; or (b) when there are fewer than two Disinterested Directors, by a majority of the Directors present in a meeting in which Directors who do not qualify as Disinterested Directors may participate; or (ii) by the shareholder. SECTION 4. Authorization of and Determination of Entitlement to Indemnification. (A) The Bank shall not indemnify a Director or Officer under Section 2 above unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of such person is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in subsection 2(A) above; provided, however, that regardless of the result or absence of any such determination, to the extent that a Director or Officer has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director or Officer, the Bank shall indemnify such person against reasonable expenses incurred by him or her in connection therewith. (B) The determination referred to in subsection 4(A) above shall be made (i) if there are two or more Disinterested Directors, by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; (ii) by special legal counsel (1) selected by the Board of Directors or its committee in the manner prescribed in subdivision (i), or (2) if there are fewer than two Disinterested Directors, selected by the Board of Directors (in' which selection Directors who do not qualify as Disinterested Directors may participate); or (iii) by the shareholder; but shares owned by or voted under the control of a Director who at the time does not qualify as a Disinterested Director may not be voted on the determination. (C) Authorization of indemnification or an obligation to indemnify, and evaluation as to reasonableness of expenses of a Director or Officer in the specific case shall be made in the same manner as the determination that indemnification is permissible, as described in subsection 4(B) above, except that if there are fewer than two Disinterested Directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection 4(B)(ii)(2) above to select counsel. (D) The Board of Directors, a committee thereof, or special legal counsel acting pursuant to subsection (B) above or Section 5 below, shall act expeditiously upon an application for indemnification or advances, and cooperate in the procedural steps required to obtain a judicial determination under Section 5 below. 10

(E) The Bank may, by a provision in its Articles of Incorporation or Bylaws or in a resolution adopted or a contract approved by its Board of Directors or shareholder, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses consistent with this part. Any such obligatory provision shall be deemed to satisfy the requirements referred to in Section 3(C) or Section 4(C). SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A Director or Officer who is a party to a proceeding because he or she is a Director or Officer may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall order indemnification or advances for expenses if it determines that: (i) the Director is entitled to indemnification under this part; or (ii) in view of all the relevant circumstances, it is fair and reasonable to indemnify the Director or Officer or to advance expenses to the Director or Officer, even if the Director or Officer has not met the relevant standard of conduct set forth in subsection 2(A) above, failed to comply with Section 3, or was adjudged liable in a proceeding referred to in subsections (i) or (ii) of Section 2(D), but if the Director or Officer was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding, unless the Articles of Incorporation of the Bank or a Bylaw, contract or resolution approved or ratified by the shareholder pursuant to Section 7 below provides otherwise. If the court determines that the Director or Officer is entitled to indemnification or an advance for expenses, it may also order the Bank to pay the Director's or Officer's reasonable expenses to obtain court-ordered indemnification or advance for expenses. SECTION 6. Indemnification of Officers and Employees. (A) Unless the Bank's Articles of Incorporation provide otherwise, the Bank shall indemnify and advance expenses under this Article to an employee of the Bank who is not a Director or Officer to the same extent, consistent with public policy, as to a Director or Officer. (B) The Bank may indemnify and advance expenses under this Article to an officer of the Bank who is a party to a proceeding because he or she is an Officer of the Bank: (i) to the same extent as a Director; and (ii) if he is not a Director, to such further extent as may be provided by the Articles of Incorporation, the Bylaws, a resolution of the Board of Directors, or contract except for liability arising out of conduct that is enumerated in subsections (A)(i) through (A)(iv) of Section 7. The provisions of this Section shall also apply to an Officer who is also a Director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an Officer. SECTION 7. Shareholder Approved Indemnification. (A) If authorized by the Articles of Incorporation or a Bylaw, contract or resolution approved or ratified by shareholder of the Bank, the Bank may indemnify or obligate itself to indemnify a person made a party to a proceeding, including a proceeding brought by or in the right of the Bank, without regard to the limitations in other sections of this Article, but shares owned or voted under the control of a Director who at the time does not qualify as a Disinterested Director with respect to any existing or threatened 11

proceeding that would be covered by the authorization may not be voted on the authorization. The Bank shall not indemnify a person under this Section 7 for any liability incurred in a proceeding in which the person is adjudged liable to the Bank or is subjected to injunctive relief in favor of the Bank: (i) for any appropriation, in violation of his duties, of any business opportunity of the Bank; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction from which he or she received an improper personal benefit. (B) Where approved or authorized in the manner described in subsection 7(A) above, the Bank may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if: (i) the proposed indemnitee furnishes the Bank a written affirmation of his good faith belief that his or her conduct does not constitute behavior of the kind described in subsection 7(A)(i)-(iv) above; and (ii) the proposed indemnitee furnishes the Bank a written undertaking, executed personally, or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. SECTION 8. Liability Insurance. The Bank may purchase and maintain insurance on behalf of an individual who is a Director, Officer, Employee, or agent of the Bank or who, while a director, officer, employee, or agent of the Bank, is or was serving at the request of the Bank as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by, him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the Bank would have power to indemnify him against the same liability under Section 2 or Section 3 above. SECTION 9. Witness Fees. Nothing in this Article shall limit the Bank's power to pay or reimburse expenses incurred by a person in connection with his appearance as a witness in a proceeding at a time when he is not a party. SECTION 10. Report to Shareholders. If the Bank indemnifies or advances expenses to a Director in connection with a proceeding by or in the right of the Bank, the Bank shall report the indemnification or advance, in writing, to the shareholder. SECTION 11. Severability. In the event that any of the provisions of this Article (including any provision within a single section, subsection, division or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Article shall remain enforceable to the fullest extent permitted by law. SECTION 12. Indemnification Not Exclusive. The rights of indemnification provided in this Article VII shall be in addition to any rights which any such Director, Officer, Employee or other person may otherwise be entitled by contract or as a matter of law. 12

ARTICLE VIII AMENDMENTS OF BYLAWS SECTION 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new Bylaws, but any Bylaws adopted by the Board of Directors may be altered, amended or repealed and new Bylaws adopted by the shareholder. Action by the Directors with respect to the Bylaws shall be taken by an affirmative vote of a majority of all of the Directors then elected and serving, unless a greater vote is required by law, the Articles of Incorporation or these Bylaws. ARTICLE IX EMERGENCY TRANSFER OF RESPONSIBILITY SECTION 1. Emergency Defined. In the event of a national emergency threatening national security or a major disaster declared by the President of the United States or the person performing his functions, which directly or severely affects the operations of the Bank, the officers and employees of the Bank will continue to conduct the affairs of the Bank under such guidance from the Directors as may be available except as to matters which by law or regulation require specific approval of the Board of Directors and subject to conformance with any applicable laws, regulations, and governmental directives during the emergency. SECTION 2. Officers Pro Tempore. The Board of Directors shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act as a result of said national emergency directly and severely affecting the operations of the Bank, to delegate and prescribe such officer's powers and duties to any other officer, or to any Director. In the event of a national emergency or state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Bank by its Directors and officers as contemplated by the Bylaws, any two or more available members or alternate members of the then incumbent Executive Committee shall constitute a quorum of such Committee for the full conduct and management of the Bank in accordance with the provisions of Articles II and III of the Bylaws. If two members or alternate members of the Executive Committee cannot be expeditiously located, then three available Directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Bank until the then remaining Board can be convened. These provisions shall be subject to implementation by resolutions of the Board of Directors passed from time to time, and any provisions of the Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or the provisions of any such implementary resolutions shall be suspended until it shall be determined by any such interim Executive Committee acting under this Section that it shall be to the advantage of this Corporation to resume the conduct and management of its affairs and business under all of the other provisions of these Bylaws. SECTION 3. Officer Succession. If, in the event of a national emergency or disaster which directly and severely affects the operations of the Bank, the Chief Executive Officer cannot be located expeditiously or is unable to assume or to continue normal duties, then the authority and 13

duties of the office shall be automatically assumed, without Board of Directors action, in order of title, and subject only to willingness and ability to serve, by the Chairman of the Board, President, Vice Chairman, Executive Vice President, Senior Vice President, Vice President, Corporate Secretary or their successors in office at the time of the emergency or disaster. Where two or more officers hold equivalent titles and are willing and able to serve, seniority in title controls initial appointment. If, in the same manner, the Corporate Secretary or Treasurer cannot be located or is unable to assume or continue normal duties, the responsibilities attached thereto shall, in like manner as described immediately above, be assumed by any Executive Vice President, Senior Vice President, or Vice President. Any officer assuming authority and position hereunder shall continue to serve until the earlier of his resignation or the elected officer or a more senior officer shall become available to perform the duties of the position of Chief Executive Officer, Corporate Secretary, or Treasurer. SECTION 4. Certification of Authority. In the event of a national emergency or disaster that directly and severely affects the operations of the Bank, anyone dealing with the Bank shall accept a certification by the Corporate Secretary or any three officers that a specified individual is acting as Chairman of the Board, Chief Executive Officer, President, Corporate Secretary, or Treasurer, in accordance with these Bylaws; and that anyone accepting such certification shall continue to consider it in force until notified in writing of a change, such notice of change to carry the signature of the Corporate Secretary or three officers of the Bank. SECTION 5. Alternative Locations. In the event of a national emergency or disaster which destroys, demolishes, or renders the Bank's offices or facilities unserviceable, or which causes, or in the judgment of the Board of Directors or the Executive Committee probably will cause, the occupancy or use thereof to be a clear and imminent hazard to personal safety, the Bank shall temporarily lease or acquire sufficient facilities to carry on its business as may be designated by the Board of Directors. Any temporarily relocated place of business of this Bank shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued. SECTION 6. Amendments to Article IX. At any meeting called in accordance with Section 2 of this Article IX, the Board of Directors or Executive Committee, as the case may be, may modify, amend or add to the provisions of this Article IX so as to make any provision that may be practical or necessary for the circumstances of the emergency. 14

EXHIBIT 6 Consent of Trustee Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of Senior Subordinated Notes of Omnicare, Inc., SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. SunTrust Bank By: /s/ Wallace L. Duke, Jr. -------------------------------- Wallace L. Duke, Jr. Title: Group Vice President

EXHIBIT 7 The latest report of condition of SunTrust Bank, dated as of March 31, 2001

SUNTRUST BANK FFIEC 031 ------------------------- RC-1 Legal Title of Bank ---------- 11 ATLANTA ---------- ------------------------- City GA 30302 ------------------------- State Zip Code FDIC Certificate Number - 00867 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2001 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet <TABLE> <CAPTION> Dollar Amounts in Thousands RCFD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) .......................................... 0081 3,752,683 1.a b. Interest-bearing balances (2) ................................................................... 0071 253,289 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ...................................... 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B. column D) .................................... 1773 17,660,633 2.b 3. Federal funds sold and securities purchased under agreements to resell ............................. 1350 2,339,417 3 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale .................................................................. 5389 2,371,711 4.a b. Loans and leases, net of unearned income.................................. 8528.... 70,147,551 4.b c. LESS: Allowance for loan and lease losses................................. 3123.... 854,744 4.c d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c) ..................... 8529 69,292,807 4.d 5. Trading assets (from Schedule RC-D) ................................................................ 3545 566,751 5 6. Premises and fixed assets (including capitalized leases) ........................................... 2145 1,297,516 6 7. Other real estate owned (from Schedule RC-M) ....................................................... 2150 34,863 7 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ........... 2130 0 8 9. Customers' liability to this bank on acceptances outstanding ....................................... 2155 103,607 9 10.Intangible assets .................................................................................. a. Goodwill ........................................................................................ 3163 257,967 10.a b. Other intangible assets (from Schedule RC-M) .................................................... 0426 377,437 10.b 11.Other assets (from Schedule RC-F) .................................................................. 2160 2,134,204 11 12.Total assets (sum of items 1 through 11) ........................................................... 2170 100,442,885 12 </TABLE> ------------ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.

SUNTRUST BANK FFIEC 031 ----------------------- RC-2 Legal Title of Bank --------- 12 --------- FDIC Certificate Number - 00867 Schedule RC--Continued <TABLE> <CAPTION> Dollar Amounts in Thousands Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON part 1)........................................................................................ 2200 58,032,413 13.a (1) Noninterest-bearing (1)............................................... 6631.. 9,032,006 13.a.1 (2) Interest-bearing ..................................................... 6636.. 49,000,407 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E. part II) 2200 4,984,307 13.b (1) Noninterest-bearing .................................................. 6631........... 0 13.b.1 (2) Interet bearing ...................................................... 6636... 4,984,307 RCFD 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase ....................... 2800 14,325,221 14 15. Trading liabilities (from Schedule RC-D) ......................................................... 3548 0 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): .................................................. 3180 9,862,320 16 17. Not applicable 18. Bank's liability on acceptances executed and outstanding ......................................... 2920 103,607 18 19. Subordinated notes and debentures (2) ............................................................ 3200 1,493,549 19 20. Other liabilities (from Schedule RC-G) ........................................................... 2930 2,712,588 20 21. Total liabilities (sum of Items 13 through 20) ................................................... 2948 91,513,985 21 22. Minority Interest in consolidated subsidiaries ................................................... 3000 166,493 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus .................................................... 3838 0 23 24. Common stock ..................................................................................... 3230 21,600 24 25. Surplus (exclude ail surplus related to preferred stock) ......................................... 3839 2,516,538 25 26. a. Retained earnings ............................................................................. 3632 5,262,819 26.a b. Accumulated other comprehensive income (3) .................................................... 8530 961,450 26.b 27. Other equity capital components (4) .............................................................. A130 0 27 28. Total equity capital (sum of Items 23 through 27) ................................................ 3210 8,762,407 28 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28) ............ 3300 100,442,885 29 </TABLE> Memorandum <TABLE> <S> <C> <C> To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCFD Number auditors as of any date during 2000 ........................................................... 6724 2 M.1 1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted with generally accepted auditing standards by a certified in accordance with generally accepted auditing public accounting firm which submits a report on the bank standards by a certified public accounting firm 2 = Independent audit of the bank's parent holding company (may be required by state chartering authority) conducted in accordance with generally accepted auditing 5 = Directors' examination of the bank performed by standards by a certified public accounting firm which other external auditors (may be required by state submits a report on the consolidated holding company (but chartering authority) not on the bank separately) 6 = Review of the bank's financial statements by 3 = Attestation on bank management's assertion on the external auditors effectiveness of the bank's internal control over financial 7 = Compilation of the bank's financial statements by reporting by a certified public accounting firm. external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work </TABLE> ------------ (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. STATEMENT OF DIFFERENCES ------------------------ The section symbol shall be expressed as................................. 'SS'

Exhibit 99.1 OMNICARE, INC. LETTER OF TRANSMITTAL for Tender of all Outstanding 8 1/8% Senior Subordinated Notes due 2011 in exchange for 8 1/8% Series B Senior Subordinated Notes due 2011 Which Have Been Registered Under the Securities Act of 1933 Pursuant to the Prospectus dated , 2001 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED. To: SunTrust Bank. (the "Exchange Agent") <TABLE> <S> <C> <C> By Registered or Certified Mail: By Hand: By Courier: SunTrust Bank SunTrust Bank SunTrust Bank 424 Church Street, 6th Fl. 424 Church Street, 6th Fl. 424 Church Street, 6th Fl. Nashville, TN 37219 Nashville, TN 37219 Nashville, TN 37219 Facsimile for Eligible Institutions: (615) 748-5331 To Confirm by Telephone: (615) 748-5324 </TABLE> DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. The undersigned acknowledges that he or she has received the Prospectus, dated , 2001 (the "Prospectus") of Omnicare, Inc., a Delaware corporation (the "Company") and this Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of each of its 8 1/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of each of its outstanding 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), of which $375,000,000 aggregate principal amount is outstanding, upon the terms and subject to the conditions set forth in the Prospectus. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on , 2001, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended by the Company. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus. This Letter of Transmittal is to be used either if (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders, (ii) tender of Old Notes is to be made by

book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the procedures set forth in "The Exchange Offer--Procedures for Tendering" in the Prospectus by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures." Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent. Delivery of documents to DTC does not constitute delivery to the Exchange Agent. The term "Holder" as used herein means any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder. All Holders of Old Notes who wish to tender their Old Notes must, prior to the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address set forth above; and (2) tender (and not withdraw) his or her Old Notes or, if a tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance with the procedures for tendering described in the Instructions to this Letter of Transmittal. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this Letter of Transmittal to be delivered to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 2.) Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Old Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Company has given written notice thereof to the Exchange Agent. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Old Notes must complete this Letter of Transmittal in its entirety. Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. The instructions included in this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 12 herein. Holders who wish to accept the Exchange Offer and tender their Old Notes must complete this Letter of Transmittal in its entirety and comply with all of its terms. 2

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule, attached hereto. The minimum permitted tender is $1,000 in principal amount of each of the 8 1/8% Senior Subordinated Notes due 2011. All other tenders must be in integral multiples of $1,000. DESCRIPTION OF 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 Box I <TABLE> <CAPTION> ------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s)* (Please fill in, if blank) ------------------------------------------------------------------------------------------------------------- <S> <C> <C> (A) (B) Aggregate Principal Amount Tendered Certificate Number(s)* (if less than all)** -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- Total Principal Amount of Old Notes Tendered ------------------------------------------------------------------------------------------------------------- </TABLE> * Need not be completed by book-entry holders. ** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. 3

PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS <TABLE> <CAPTION> Box II Box III ---------------------------------------------------- -------------------------------------------------- <S> <C> SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6) To be completed ONLY if certificates for To be completed ONLY if certificates for Old Notes in a principal amount not tendered, or Old Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Old Notes Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be issued in the accepted for exchange, are to be delivered to name of someone other than the undersigned. someone other than the undersigned. Issue certificate(s) to: Deliver certificate(s) to: Name............................................. Name............................................. (Please Print) (Please Print) ................................................. ................................................. (Please Print) (Please Print) Address.......................................... Address.......................................... ................................................. ................................................. (Including Zip Code) (Including Zip Code) ................................................. ................................................. (Tax Identification or Social Security Number) (Tax Identification or Social Security Number) ---------------------------------------------------- -------------------------------------------------- </TABLE> IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF SUCH OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. [ ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ___________ The Depository Trust Company Account Number ________________________________________________________ Transaction Code Number________________________________________________ Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date may tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery Procedures." (See Instruction 2.) 4

[ ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of tendering Holder(s)_________________________________________ Date of Execution of Notice of Guaranteed Delivery_____________________ Name of Institution which Guaranteed Delivery__________________________ Transaction Code Number________________________________________________ [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:__________________________________________________________________ Address:_______________________________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to Omnicare, Inc. (the "Company") the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered hereby in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee and Registrar under the Indenture for the Old Notes and the Exchange Notes) with respect to the tendered Old Notes with full power of substitution (such power of attorney being deemed an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for such Old Notes to the Company or transfer ownership of such Old Notes on the account books maintained by DTC, together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretative advice given by the staff of the Securities and Exchange Commission to third parties in connection with transactions similar to the Exchange Offer, so that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such Old Notes directly from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act or a person that is an "affiliate" of the Company or any Guarantor within the meaning of Rule 405 under the 5

Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. The undersigned agrees that acceptance of any tendered Old Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, (as defined in the Prospectus) and that, upon the issuance of the Exchange Notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances). The undersigned represents and warrants that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving Exchange Notes (which shall be the undersigned unless otherwise indicated in the box entitled "Special Delivery Instructions" above) (the "Recipient"), (ii) neither the undersigned nor the Recipient (if different) is engaged in, intends to engage in or has any arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and (iii) neither the undersigned nor the Recipient (if different) is an "affiliate" of the Company or any Guarantor as defined in Rule 405 under the Securities Act. If the undersigned is not a broker-dealer, the undersigned further represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer, the undersigned further (x) represents that it acquired Old Notes for the undersigned's own account as a result of market-making activities or other trading activities, (y) represents that it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company (within the meaning of Rule 405 under the Securities Act) to distribute the Exchange Notes to be received in the Exchange Offer and (z) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act (for which purposes delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of Exchange Notes received in the Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of such acknowledgment and prospectus delivery, to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned understands and agrees that the Company reserves the right not to accept tendered Old Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed to be necessary or desirable by the Exchange Agent or the Company in order to complete the exchange, assignment and transfer of tendered Old Notes or transfer of ownership of such Old Notes on the account books maintained by a book-entry transfer facility. The undersigned understands and acknowledges that the Company reserves the right in its sole discretion to purchase or make offers for any Old Notes that remain outstanding subsequent to the Expiration Date or, as set forth in the Prospectus under the caption "The Exchange Offer--Procedures for Tendering," to terminate the Exchange Offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the Exchange Offer. The undersigned understands that the Company may accept the undersigned's tender by delivering written notice of acceptance to the Exchange Agent, at which time the undersigned's right to withdraw such tender will terminate. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral (which shall be confirmed in writing) or written notice thereof to the Exchange Agent. 6

The undersigned understands that the first interest payment following the Expiration Date will include unpaid interest on the Old Notes accrued through the date of issuance of the Exchange Notes. The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter of Transmittal, the Prospectus shall prevail. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to tenders through DTC), at the Company's cost and expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in this Letter of Transmittal. By acceptance of the Exchange Offer, each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon the receipt of notice by the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer. Unless otherwise indicated under "Special Registration Instructions," please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange and return any certificates for Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in either such event in the case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Registration Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange in the name(s) of, and return any certificates for Old Notes not tendered or not exchanged to, the person(s) so indicated. The undersigned understands that the Company has no obligations pursuant to the "Special Registration Instructions" or "Special Delivery Instructions" to transfer any Old Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered. Holders who wish to tender the Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date, may tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer-- Guaranteed Delivery Procedures." See Instruction 1 regarding the completion of the Letter of Transmittal. 7

PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY AND WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES This Letter of Transmittal must be signed by the registered holder(s) as their name(s) appear on the Old Notes or, if tendered by a participant in DTC, exactly as such participant's name appears on a security listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. (See Instruction 4.) X ____________________________________________ __________________________ Date X ____________________________________________ __________________________ Date Signature(s) of Holder(s) or Authorized Signatory Name(s): _____________________________ Address: _______________________________ Name(s): _____________________________ Address: _______________________________ (Please Print) (including Zip Code) Capacity: ____________________________ Area Code and Telephone Number: ________ Social Security No.: _________________ PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN 8

Box IV -------------------------------------------------------------------------------- SIGNATURE GUARANTEE (See Instruction 1) Certain Signatures Must Be Guaranteed by an Eligible Institution -------------------------------------------------------------------------------- (Name of Eligible Institution Guaranteeing Signatures) -------------------------------------------------------------------------------- (Address (including zip code) and Telephone Number (including area code) of Firm) -------------------------------------------------------------------------------- (Authorized Signature) -------------------------------------------------------------------------------- (Printed Name) -------------------------------------------------------------------------------- (Title) Date: ___________________________ -------------------------------------------------------------------------------- 9

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Guarantee of Signatures. Signatures on this Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered herewith and such holder(s) have not completed the box set forth herein entitled "Special Registration Instructions" or the box entitled "Special Delivery Instructions" or (b) such Old Notes are tendered for the account of an Eligible Institution. (See Instruction 6.) Otherwise, all signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (an "Eligible Institution"). All signatures on bond powers and endorsements on certificates must also be guaranteed by an Eligible Institution. 2. Delivery of this Letter of Transmittal and Old Notes. Certificates for all physically delivered Old Notes or confirmation of any book-entry transfer to the Exchange Agent at DTC of Old Notes tendered by book-entry transfer, as well as, in each case (including cases where tender is affected by book-entry transfer), a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If Old Notes are sent by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No Letter of Transmittal or Old Notes should be sent to the Company. The Exchange Agent will make a request to establish an account with respect to the Old Notes at the Depositary for purposes of the Exchange Offer within two business days after receipt of this Prospectus, and any financial institution that is a participant in the Depositary may make book-entry delivery of Old Notes by causing the Depositary to transfer such Old Notes into the Exchange Agent's account at the Depositary in accordance with the Depositary's procedures for transfer. However, although delivery of Old Notes may be effected through book-entry transfer at the Depositary, the Letter of Transmittal, with any required signature guarantees or an Agent's Message (as defined below) in connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of the Letter of Transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with. A Holder may tender Old Notes that are held through the Depositary by transmitting its acceptance through the Depositary's Automatic Tender Offer Program, for which the transaction will be eligible, and the Depositary will then edit and verify the acceptance and send an Agent's Message to the Exchange Agent for its acceptance. The term "Agent's Message" means a message transmitted by the Depositary to, and received by, the Exchange Agent and forming part of the Book-Entry Confirmation, which states that the Depositary has received an express acknowledgment from each participant in the Depositary tendering the Old Notes and that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against such participant. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available, or (ii) who cannot deliver their Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus. See "The Exchange Offer--Guaranteed Delivery Procedures." Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed 10

and duly executed Notice of Guaranteed Delivery (by facsimile transmission, overnight courier, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof) together with the certificate(s) representing the Old Notes and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or facsimile hereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered Old Notes in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at DTC), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all in the manner provided in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery Procedures." Any Holder who wishes to tender his Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Old Notes according to the guaranteed delivery procedures set forth above. All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Old Notes, and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Old Notes for exchange. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes, the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to particular Old Notes, The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured to the Company's satisfaction or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders pursuant to the Company's determination, unless otherwise provided in this Letter of Transmittal as soon as practicable following the Expiration Date. The Exchange Agent has no fiduciary duties to the Holders with respect to the Exchange Offer and is acting solely on the basis of directions of the Company. 3. Inadequate Space. If the space provided is inadequate, the certificate numbers and/or the number of Old Notes should be listed on a separate signed schedule attached hereto. 4. Tender by Holder. Only a Holder of Old Notes may tender such Old Notes in the Exchange Offer. Any beneficial owner of Old Notes who is not the registered Holder and who wishes to tender should arrange with such registered holder to execute and deliver this Letter of Transmittal on such beneficial owner's behalf or must, prior to completing and executing this Letter of Transmittal and delivering his Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such beneficial owner's name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such Old Notes. 5. Partial Tenders; Withdrawals. Tenders of Old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Old Notes is tendered, the tendering Holder should fill in the principal amount tendered in the third column of the box entitled "Description of 8 1/8% Senior Subordinated Notes due 2011" above. The entire principal amount of any Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old 11

Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange for any Old Notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the "Special Delivery Instructions" box above on this Letter of Transmittal or unless tender is made through DTC, promptly after the Old Notes are accepted for exchange. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes, or, in the case of Old Notes transferred by book-entry transfer the name and number of the account at DTC to be credited), (iii) be signed by the Depositor in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Registrar with respect to the Old Notes register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes which have been tendered but which are not accepted for exchange by the Company will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described in the Prospectus under "The Exchange Offer--Procedures for Tendering" at any time prior to the Expiration Date. 6. Signatures on the Letter of Transmittal; Bond Powers and Endorsements. If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Old Note without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this Letter of Transmittal as there are different registrations of Old Notes. If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder or Holders (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of Old Notes tendered and the certificate or certificates for Exchange Notes issued in exchange therefor is to be issued (or any untendered principal amount of Old Notes to be reissued) to the registered Holder, then such Holder need not and should not endorse any tendered Old Notes, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal with the signatures on the endorsement or bond power guaranteed by an Eligible Institution. If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder or Holders of any Old Notes listed, such Old Notes must be endorsed or accompanied by appropriate bond powers in each case signed as the name of the registered Holder or Holders appears on the Old Notes. If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting 12

in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal. Endorsements on Old Notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution. 7. Special Registration and Delivery Instructions. Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. 8. Backup Federal Income Tax Withholding and Substitute Form W-9. Under the federal income tax laws, payments that may be made by the Company on account of Exchange Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rate of 31%. In order to avoid such backup withholding, each tendering Holder should complete and sign the Substitute Form W-9 included in this Letter of Transmittal and either (a) provide the correct taxpayer identification number ("TIN") and certify, under penalties of perjury, that the TIN provided is correct and that (i) the Holder has not been notified by the Internal Revenue Service (the "IRS") that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the Holder that the Holder is no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the tendering Holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such Holder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If the box in Part 3 is checked, the Company (or the Paying Agent under the Indenture governing the Exchange Notes) shall retain 31% of payments made to the tendering Holder during the sixty-day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company with its TIN within sixty days after the date of the Substitute Form W-9, the Company (or the Paying Agent) shall remit such amounts retained during the sixty-day period to the Holder and no further amounts shall be retained or withheld from payments made to the Holder thereafter. If, however, the Holder has not provided the Exchange Agent or the Company with its TIN within such sixty-day period, the Company (or the Paying Agent) shall remit such previously retained amounts to the IRS as backup withholding. In general, if a Holder is an individual, the TIN is the Social Security number of such individual. If either the Exchange Agent or the Company is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS. Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such Holder must submit a statement (generally, IRS Form W-8), signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Exchange Agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Old Notes are registered in more than one name), consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." Failure to complete the Substitute Form W-9 will not, by itself, cause Old Notes to be deemed invalidly tendered, but may require the Company (or the Paying Agent) to withhold 31% of the amount of any payments made on account of the Exchange Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. 9. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered in the name of, any person other than the registered holder of the Old Notes tendered hereby, or 13

if tendered Old Notes are registered in the name of a person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder. See the Prospectus under "The Exchange Offer--Solicitation of Tenders; Fees and Expenses." Except as provided in this Instruction 9, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal. 10. Waiver of Conditions. The Company reserves the right, in its sole discretion, to amend, waive or modify specified conditions of the Exchange Offer in the case of any Old Notes tendered. 11. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions. 12. Requests for Assistance or Additional Copies. Requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. (DO NOT WRITE IN SPACE BELOW) <TABLE> <CAPTION> Certificate Surrendered Old Notes Tendered Old Notes Accepted <S> <C> <C> --------------------------------- ---------------------------------- ---------------------------- --------------------------------- ---------------------------------- ---------------------------- Date Received Accepted by Checked by ------------------- ---------------------- ----------------- Delivery Prepared by Checked by Date ------------ ----------------------- ----------------------- </TABLE> 14

IMPORTANT TAX INFORMATION Under federal income tax laws, a Holder whose tendered Old Notes are accepted for exchange is required to provide the Exchange Agent (as payer) with such Holder's correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such Holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service, and payments made pursuant to the Exchange Offer may be subject to backup withholding. Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Exchange Agent a properly completed Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. If backup withholding applies, the Exchange Agent is required to withhold 31% of any payments made to the Holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. Purpose of Substitute Form W-9 To prevent backup withholding on payments made with respect to the Exchange Offer, the Holder is required to provide the Exchange Agent with either: (i) the Holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder has been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (B) the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding or (ii) an adequate basis for exemption. What Number to Give the Exchange Agent The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered Holder of the Old Notes. If the Old Notes are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 15

TO BE COMPLETED BY ALL TENDERING HOLDERS <TABLE> <CAPTION> ------------------------------------------------------------------------------------------------------------- PAYER'S NAME: OMNICARE, INC. ------------------------------------------------------------------------------------------------------------- <S> <C> <C> SUBSTITUTE Part 1-- PLEASE PROVIDE YOUR Social Security Number(s) or TIN IN THE BOX AT RIGHT AND Employer Identification Form W-9 CERTIFY BY SIGNING AND Number(s) DATING BELOW Department of the Treasury Internal Revenue Service __________________________________ Payer's Request For Taxpayer Identification Number ("TIN") and Certification ------------------------------------------------------------------------------ Part 2 -- Certification -- Under penalties of perjury, I certify that: ------------------------------------------------------------------------------ (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to back up withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to back up withholding. Certification Instructions -- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. ------------------------------------------------------------------------------ Name _______________________________ Part 3-- Awaiting TIN Address ____________________________ Signature___________________________ Date:_______________________________ ------------------------------------------------------------------------------------------------------------- </TABLE> NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF ANY REPORTABLE CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. -------------------------------------------------------------------------------- CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number. _____________________________________ _____________________________________ Signature Date -------------------------------------------------------------------------------- 16

Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 OF OMNICARE, INC. As set forth in the Prospectus dated , 2001 (the "Prospectus") of Omnicare, Inc. (the "Company") and in the Letter of Transmittal (the "Letter of Transmittal"), this form or a form substantially equivalent to this form must be used to accept the Exchange Offer (as defined below) if the certificates for the outstanding 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes") of the Company and all other documents required by the Letter of Transmittal cannot be delivered to the Exchange Agent by the expiration of the Exchange Offer or compliance with book-entry transfer procedures cannot be effected on a timely basis. Such form may be delivered by hand or transmitted by facsimile transmission, telex or mail to the Exchange Agent no later than the Expiration Date, and must include a signature guarantee by an Eligible Institution as set forth below. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Prospectus. <TABLE> To: SunTrust Bank <S> <C> <C> By Mail: By Hand: By Courier: SunTrust Bank SunTrust Bank SunTrust Bank 424 Church Street, 6th Floor 424 Church Street, 6th Floor 424 Church Street, 6th Floor Nashville, Tennessee 37219 Nashville, Tennessee 37219 Nashville, Tennessee 37219 By Facsimile for Eligible Institutions: (615) 748-5331 To Confirm by Telephone: (615) 748-5324 </TABLE> DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instruction thereto, such signatures must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signature(s).

Ladies and Gentlemen: The undersigned acknowledges receipt of the Prospectus and the related Letter of Transmittal which describes the Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of a new series of 81/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") for each $1,000 in principal amount of the Old Notes. The undersigned hereby tenders to the Company the aggregate principal amount of Old Notes set forth below on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal pursuant to the guaranteed delivery procedure set forth in the "The Exchange Offer-Guaranteed Delivery Procedures" section in the Prospectus and the accompanying Letter of Transmittal. The undersigned understand that no withdrawal of a tender of Old Notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date. The undersigned understands that the exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) such Old Notes (or Book-Entry Confirmation of the transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company (the "Depositary" or "DTC")) and (ii) a Letter of Transmittal (or facsimile thereof) with respect to such Old Notes, properly completed and duly executed, with any required signature guarantees, this Notice of Guaranteed Delivery and any other documents required by the Letter of Transmittal or a properly transmitted Agent's Message. The term "Agent's Message" means a message transmitted by the Depositary to, and received by, the Exchange Agent and forming part of the confirmation of a book-entry transfer, which states that the Depositary has received an express acknowledgment from each participant in the Depositary tendering the Old Notes and that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against such participant. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. 2

PLEASE SIGN AND COMPLETE <TABLE> <S> <C> Signature(s) or Registered Owner(s) or Authorized Name(s) of Registered Holder(s) Signatory: ________________________________ _________________________________________ ___________________________________________ _________________________________________ ___________________________________________ _________________________________________ Principal Amount of Old Notes Tendered: Address: ________________________________ ___________________________________________ _________________________________________ Certificate No(s) of Old Notes (if available): Area Code and Telephone No.: ____________ ___________________________________________ If Old Notes will be delivered by book-entry transfer at The Depository Trust Company, insert ___________________________________________ Depository Account No.: ____________________ ___________________________________________ Date: ____________________________________ </TABLE> This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. Please print name(s) and address(es) Name(s): ________________________________________________________________ ________________________________________________________________ Capacity: ________________________________________________________________ ________________________________________________________________ Address(es): ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL. 3

GUARANTEE (Not to be used for signature guarantee) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States, or otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that each holder of Old Notes on whose behalf this tender is being made "own(s)" the Old Notes covered hereby within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) represents that such tender of Old Notes complies with Rule 14e-4 of the Exchange Act and (c) guarantees that, within three New York Stock Exchange trading days from the expiration date of the Exchange Offer, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Old Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent. The undersigned acknowledges that it must deliver the Letter of Transmittal and Old Notes tendered hereby to the Exchange Agent within the time period set forth above and the failure to do so could result in financial loss to the undersigned. <TABLE> <S> <C> Name of Firm: _______________________________ __________________________________________ Authorized Signature Address: ____________________________________ Name: ____________________________________ _____________________________________________ Title: ___________________________________ Area Code and Telephone No.: ________________ Date: ____________________________________ </TABLE> 4

Exhibit 99.3 OMNICARE, INC. OFFER TO EXCHANGE 8 1/8% Series B Senior Subordinated Notes due 2011 for any and all of its 8 1/8% Senior Subordinated Notes due 2011 To Our Clients: Enclosed for your consideration are the Prospectus, dated , 1999 (the "Prospectus") and the related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer") in connection with the offer by Omnicare, Inc., a Delaware corporation (the "Company"), to exchange its 8 1/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") for any and all of the outstanding 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer. We are the Registered Holders of Old Notes held for your account. An exchange of the Old Notes can be made only by us as the Registered Holders and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Old Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery. We request information as to whether you wish us to exchange any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer. Your attention is directed to the following: 1. The Exchange Notes will be issued in exchange for the Old Notes at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of Old Notes. Interest on the Exchange Notes issued pursuant to the Exchange Offer will accrue from the last interest payment date on which interest was paid on the Old Notes surrendered in exchange therefor or, if no interest has been paid, from the original date of issuance of the Old Notes. Interest on the Exchange Notes is payable semi-annually on each March 15 and September 15, commencing on September 15, 2001. The Exchange Notes will bear interest (as do the Old Notes) at a rate equal to 8 1/8% per annum. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes, except that (i) the offering of the Exchange Notes has been registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) the Exchange Notes will not be subject to transfer restrictions (except as otherwise set forth herein) and (iii) certain provisions relating to liquidated damages on the Old Notes provided for under certain circumstances will be eliminated. 2. Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes

are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. See the discussion in the Prospectus under "The Exchange Offer--Purpose and Effect of the Exchange Offer." 3. The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered. 4. Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Old Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes, if any of the conditions described in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" exist. 5. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on , 2001. 6. Any transfer taxes applicable to the exchange of the Old Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Prospectus under "The Exchange Offer--Solicitation of Tenders; Fees and Expenses" and in Instruction 9 of the Letter of Transmittal. If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, detaching and returning to us the instruction form attached hereto. An envelope to return your instructions is enclosed. If you authorize a tender of your Old Notes, the entire principal amount of Old Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date. The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, (i) holders of the Old Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable security law and (ii) holders of Old Notes who are affiliates of the Company. 2

Exhibit 99.4 OMNICARE, INC. OFFER TO EXCHANGE 8 1/8% Series B Senior Subordinated Notes due 2011 for any and all of its 8 1/8% Senior Subordinated Notes due 2011 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing herewith an offer by Omnicare, Inc., a Delaware corporation (the "Company"), to exchange its 8 1/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") for any and all of its outstanding 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated , 2001 (the "Prospectus"), and related Letter of Transmittal (which together with the Prospectus constitutes the "Exchange Offer"). The Exchange Offer provides a procedure for holders to tender the Old Notes by means of guaranteed delivery. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2001, unless extended (the "Expiration Date"). Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. See the discussion in the Prospectus under "The Exchange Offer--Purpose and Effect of the Exchange Offer." The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered. Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Old Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes, if any of the conditions described in the Prospectus under "The Exchange Offer--Terms of the Exchange Offer" exist. The Company reserves the right not to accept tendered Old Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, we are enclosing the following documents: 1. A Prospectus dated , 2001. 2. A Letter of Transmittal for your use and for the information of your clients.

3. A printed form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer. 4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal Revenue Service (included in Letter of Transmittal). WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from the Exchange Agent at the following telephone number: (615) 748-5324. Very truly yours, OMNICARE, INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2

Exhibit 99.5 OMNICARE OFFER TO EXCHANGE 8-1/8% Series B Senior Subordinated Notes due 2011 for any and all of its outstanding 8-1/8% Senior Subordinated Notes due 2011 Instruction to Registered Holder from Beneficial Owner The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal, in connection with the offer by the company to exchange the 8-1/8% Senior Subordinated Notes due 2011 (the "Old Notes"). This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. The undersigned represents that (i) the 8-1/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") to be acquired pursuant to the Exchange Offer in exchange for the Old Notes designated below are being obtained in the ordinary course of business of the person receiving such Exchange Notes, (ii) neither the undersigned nor any other person receiving such Exchange Notes is participating, intends to participate, or has any arrangement or understanding with any person to participate, in the distribution of such Exchange Notes, and (iii) it is not an "affiliate," as defined under rule 405 of the Securities Act of 1933 (the "Securities Act"), of the Company. Affiliates of the Company may not tender their Old Notes in the Exchange Offer. If the undersigned is a "broker" or "dealer" registered under the Securities Exchange Act of 1934 that acquired Old Notes for its own account pursuant to its market-making or other trading activities (other than Old Notes acquired directly from the Company), the undersigned understands and acknowledges that it may be deemed to be an "underwriter" within the meaning of the Securities Act and, therefore, must deliver a prospectus relating to the Exchange Notes in connection with any resales by it of Exchange Notes acquired for its own account in the Exchange Offer. Notwithstanding the foregoing, the undersigned does not thereby admit that it is an "underwriter" within the meaning of the Securities Act. You are hereby instructed to tender all Old Notes held for the account of the undersigned unless otherwise indicated below. Do not tender any Old Notes Tender Old Notes in the aggregate principal amount of $ ____________ SIGNATURE: _________________________________________________________________________ Name of Beneficial Owner (please print) By ______________________________________________________________________ Signature _________________________________________________________________________ Address _________________________________________________________________________ Area Code and Telephone Number Dated: , 2001