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Published on 2/7/2005 in the Prospect News Convertibles Daily.

Omnicare starts exchange for 4% Piers

New York, Feb. 7 - Omnicare, Inc. said it has begun an exchange for its $345 million liquidation value of 4% trust Preferred Income Equity Redeemable Securities in which it is offering new securities with net share settlement.

Under the net share settlement provision, Omnicare will pay cash up to the liquidation value in response to a conversion request and stock for the remainder.

The new securities are identical to the old apart from the net share settlement.

The Covington, Ky., provider of pharmaceutical care for the elderly is also offering an exchange fee of $0.125 per $50 liquidation value.

Omicare said the exchange is in response to new accounting rules for contingent convertible securities. The new convertibles will be accounted for under the treasury stock method rather than the if-converted method.

The offer runs through midnight ET on March 7.

Lehman Brothers Inc. is the dealer manager and D.F. King & Co., Inc. is the information agent (800 758-5378).


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