UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
NEIGHBORCARE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
____________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________
(5) Total fee paid:
____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________
(3) Filing Party:
____________________________________________
(4) Date Filed:
____________________________________________
FOR IMMEDIATE RELEASE
Investor Contact: Media Contact:
----------------- -------------
Tania Almond Denise DesChenes/Dan Gagnier
Investor Relations Citigate Sard Verbinnen
410-528-7555 212-687-8080
NEIGHBORCARE COMMENTS ON OMNICARE'S INTENTION TO NOMINATE DIRECTORS
BALTIMORE, MD - December 23, 2004 - NeighborCare, Inc. (NASDAQ: NCRX) today
responded to Omnicare's (NYSE:OCR) announcement of their intention to file a
definitive proxy statement and nominate three directors to NeighborCare's eight
member Board.
John J. Arlotta, NeighborCare's Chairman, President, and Chief Executive
Officer, said: "Our Competitor's intention to file a definitive proxy statement
is yet another step in their efforts to acquire our company at an inadequate
price. This is clearly a self-serving attempt to benefit their shareholders at
the expense of ours. This is made clear by the fact that they continue to
emphasize to their investors that the offer they have made would be very
accretive to Omnicare. As demonstrated by our performance over the last year,
NeighborCare remains focused on executing the business plan that we outlined in
a presentation to investors on June 14, 2004. Our Board of Directors continues
to believe in our plan and management's ability to deliver shareholder value
greater than the $30 per share offer. Our Board has worked hard to protect this
value and shareholders should question whether a competitor's nominees will act
in their best interests.
NeighborCare's proxy materials, which will contain important information about
NeighborCare, will be filed and distributed in advance of the 2005 annual
meeting, once the date has been set. NeighborCare urges shareholders to wait
until they have had an opportunity to review that information before determining
which slate of directors will best represent their interests.
ABOUT NEIGHBORCARE, INC.
NeighborCare, Inc. (NASDAQ: NCRX) is one of the nation's leading institutional
pharmacy providers serving long term care and skilled nursing facilities,
specialty hospitals, assisted and independent living communities, and other
assorted group settings. NeighborCare also provides infusion therapy services,
home medical equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing. In total, NeighborCare's operations span the
nation, providing pharmaceutical services in 32 states and the District of
Columbia.
Visit our website at www.neighborcare.com.
--------------------
STATEMENTS MADE IN THIS PRESS RELEASE, OUR WEBSITE AND IN OUR OTHER PUBLIC
FILINGS AND RELEASES, WHICH ARE NOT HISTORICAL FACTS CONTAIN "FORWARD-LOOKING"
STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995)
THAT INVOLVE RISKS AND UNCERTAINTIES AND ARE SUBJECT TO CHANGE AT ANY TIME.
THESE FORWARD-LOOKING STATEMENTS MAY INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS
CONTAINING WORDS SUCH AS "ANTICIPATE," "BELIEVE," "PLAN," "ESTIMATE," "EXPECT,"
"INTEND," "MAY", "TARGET" AND SIMILAR EXPRESSIONS. SUCH FORWARD LOOKING
STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS REGARDING THE EFFECT OF THE
SPIN-OFF ON OUR OPERATIONS, EXPECTED CHANGES IN
REIMBURSEMENT RATES AND INFLATIONARY INCREASES IN STATE MEDICAID RATES, EXPECTED
BED COUNT, EXPECTED SG&A EXPENSE, ANTICIPATED RESTRUCTURING CHARGES AND
ESTIMATES OF TIMING AND COSTS SAVINGS RELATED TO COST IMPROVEMENT INITIATIVES.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE
NOT LIMITED TO, THE FOLLOWING: COSTS, CHANGES IN THE REIMBURSEMENT RATES OR
METHODS OF PAYMENT FROM MEDICARE OR MEDICAID, OR THE IMPLEMENTATION OF OTHER
MEASURES TO REDUCE REIMBURSEMENT FOR OUR SERVICES; CHANGES IN PHARMACY
LEGISLATION AND PAYMENT FORMULAS; THE EXPIRATION OF ENACTMENTS PROVIDING FOR
ADDITIONAL GOVERNMENT FUNDING; EFFORTS OF THIRD PARTY PAYORS TO CONTROL COSTS;
THE IMPACT OF FEDERAL AND STATE REGULATIONS; CHANGES IN PAYOR MIX AND PAYMENT
METHODOLOGIES; FURTHER CONSOLIDATION OF MANAGED CARE ORGANIZATIONS AND OTHER
THIRD PARTY PAYORS; COMPETITION IN OUR BUSINESS; AN INCREASE IN INSURANCE COSTS
AND POTENTIAL LIABILITY FOR LOSSES NOT COVERED BY, OR IN EXCESS OF, OUR
INSURANCE; COMPETITION FOR QUALIFIED STAFF IN THE HEALTHCARE INDUSTRY; OUR
ABILITY TO CONTROL OPERATING COSTS, AND GENERATE SUFFICIENT CASH FLOW TO MEET
OPERATIONAL AND FINANCIAL REQUIREMENTS; AND AN ECONOMIC DOWNTURN OR CHANGES IN
THE LAWS AFFECTING OUR BUSINESS IN THOSE MARKETS IN WHICH NEIGHBORCARE OPERATES.
OUR BUSINESS, OPERATIONS OR RESULTS COULD ALSO BE AFFECTED BY THE EFFECTS OF
OMNICARE'S TENDER OFFER OR ITS PENDENCY ON THE COMPANY AND ITS BUSINESS,
EMPLOYEES, CUSTOMERS AND SUPPLIERS.
THE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS THAT ARE, IN SOME CASES, BEYOND OUR CONTROL. WE CAUTION
INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS MADE BY US ARE NOT GUARANTEES OF
FUTURE PERFORMANCE. WE DISCLAIM ANY OBLIGATION TO UPDATE ANY SUCH FACTORS OR TO
ANNOUNCE PUBLICLY THE RESULTS OF ANY REVISIONS TO ANY OF THE FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.
NEIGHBORCARE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
REGARDING OMNICARE'S TENDER OFFER. NEIGHBORCARE'S SHAREHOLDERS ARE STRONGLY
ADVISED TO READ CAREFULLY NEIGHBORCARE'S SOLICITATION/RECOMMENDATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) REGARDING OMNICARE'S TENDER OFFER,
BECAUSE IT CONTAINS IMPORTANT INFORMATION. FREE COPIES OF THE
SOLICITATION/RECOMMENDATION STATEMENT AND THE RELATED AMENDMENTS OR SUPPLEMENTS,
WHICH HAVE BEEN FILED BY NEIGHBORCARE WITH THE SECURITIES AND EXCHANGE
COMMISSION, ARE AVAILABLE AT THE SEC'S WEB SITE AT WWW.SEC.GOV, OR AT
NEIGHBORCARE'S WEB SITE AT WWW.NEIGHBORCARE.COM, AND ALSO BY DIRECTING REQUESTS
TO NEIGHBORCARE'S INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT
1-800-322-2885.
NEIGHBORCARE, INC. PLANS TO FILE A PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION RELATING TO NEIGHBORCARE'S SOLICITATION OF PROXIES FROM ITS
STOCKHOLDERS WITH RESPECT TO NEIGHBORCARE'S 2005 ANNUAL MEETING OF STOCKHOLDERS.
NEIGHBORCARE ADVISES SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
DETAILED INFORMATION ABOUT INDIVIDUALS WHO MAY PARTICIPATE IN NEIGHBORCARE'S
SOLICITATION OF PROXIES. NEIGHBORCARE'S PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS WILL BE AVAILABLE FOR FREE AT WWW.SEC.GOV OR AT NEIGHBORCARE'S WEB
SITE AT WWW.NEIGHBORCARE.COM. YOU MAY ALSO OBTAIN A FREE COPY OF NEIGHBORCARE'S
PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, BY CONTACTING MACKENZIE PARTNERS,
INC., TOLL FREE AT 1-800-322-2885.
###
[NEIGHBORCARE LOGO]
December 23, 2004
Dear NeighborCare Associate,
Today "the other guy" announced that they intend to nominate a slate of three
directors to our eight member board and begin a process commonly referred to as
a "proxy contest" against our company. Several of you have asked what this means
for us, so I would like to take this opportunity to summarize the implications
of this proxy contest.
Like all publicly-traded companies, NeighborCare holds an annual shareholder
meeting. During each annual meeting, our shareholders elect two or three
directors, out of a total of eight, to our Board. In connection with this
election, NeighborCare sends to each of its shareholders a document known as a
proxy statement. This document identifies the persons who NeighborCare has
nominated as directors to serve on the board and solicits the "proxy" of
NeighborCare's shareholders to vote their shares in support of this group. A
"proxy contest" occurs when a shareholder or group of shareholders nominates one
or more directors to oppose those nominated by the company. That shareholder
will also seek the "proxies" of NeighborCare's shareholders to vote in support
of their nominees and in opposition to the Company's nominees. The nominees who
receive the majority of votes cast win and will serve as NeighborCare directors.
Even though we are confident that our shareholders will support our nominees, it
is important to note that even if the other guy wins the election, they will not
control NeighborCare's Board. They would only have one, two or three seats on
our eight member Board, depending on the outcome of the election.
From the other guy's perspective, this is an attempt to gain representation on
our board and, from there, try and convince us to accept their opportunistic
offer. Management and the Board remain steadfast in our belief that the offer
made by the other guy is inadequate and does not serve the best interests of our
customers, shareholders, or other constituencies.
I hope that this has answered some of your questions. As always, I will keep you
posted on any developments. If you have any questions, feel free to contact me
or speak to your supervisor.
Sincerely,
/s/ John J. Arlotta
John J. Arlotta
Chairman, President and Chief Executive Officer
NeighborCare, Inc.
601 East Pratt Street, 3rd Floor Baltimore, Maryland, 21202-6000
TEL 410.528.7300 FAX 410.528.7447
EMPLOYEE FREQUENTLY ASKED QUESTIONS - PROXY CONTEST
Q. WHAT EXACTLY HAS OMNICARE ANNOUNCED?
A. The other guy announced that they intend to nominate three directors to our
board and begin a process commonly referred to as a "proxy contest" against our
company.
Q. HOW CAN THEY NOMINATE DIRECTORS TO OUR BOARD?
A. Like all publicly-traded companies, NeighborCare holds an annual shareholder
meeting. During each annual meeting, our shareholders elect two or three
directors, out of a total of eight, to our Board. In connection with this
election, NeighborCare sends to each of its shareholders a document known as a
proxy statement. This document identifies the persons who NeighborCare has
nominated as directors to serve on the board and solicits the "proxy" of
NeighborCare's shareholders to vote their shares in support of this group. A
"proxy contest" occurs when a shareholder or group of shareholders nominates one
or more directors to oppose those nominated by the company. That shareholder
will also seek the "proxies" of NeighborCare's shareholders to vote in support
of their nominees and in opposition to the Company's nominees. The nominees who
receive the majority of votes cast win and will serve as NeighborCare directors.
Q. WHY ARE THEY DOING THIS?
A. From the other guy's perspective, this is an attempt to gain representation
on our board and, from there, try and convince us to accept their opportunistic
offer. We are confident, however, that our shareholders will support our
nominees.
Q. WHAT DIRECTOR SEATS ARE UP FOR ELECTION?
A. The three seats up for election are those currently being held by Jim
Dondero, Jim Bloem and Phyllis Yale.
Q. ARE YOU GOING TO NOMINATE THESE SAME THREE INDIVIDUALS FOR REELECTION?
A. We will be announcing our nominees for these Board seats when we file our own
definitive proxy materials in advance of the 2005 annual meeting of
shareholders.
Q. WHEN IS THE ANNUAL SHAREHOLDER MEETING?
A. The board of directors has not yet set a date for the 2005 annual meeting of
shareholders.
Q. WHAT IF THE OTHER GUY WINS THE PROXY CONTEST?
A. It is much too early to determine the outcome of this contest. However, we
are confident that our shareholders will support our nominees. It is also
important to note that even if the other guy wins the election, they will not
control NeighborCare's Board. They would only have one, two or three seats on
our eight member board. In addition, management and the Board remain steadfast
in our belief that the offer made by the other guy is inadequate and does not
serve the best interests of our customers, shareholders, or other
constituencies.
Q. WHAT CAN EMPLOYEES DO TO HELP THE COMPANY?
A. The most impact you can have is to continue to service our customers with the
same quality they have come to expect. It is important that you remain focused
on executing our business plan as it relates to the Top Five Priorities. All of
the employees at NeighborCare have put in a significant effort over the last
year and it has truly been recognized. We ask that you keep it up the good work
and we promise to keep you informed of any new developments.
STATEMENTS MADE IN THIS DOCUMENT, OUR WEBSITE AND IN OUR OTHER PUBLIC FILINGS
AND RELEASES, WHICH ARE NOT HISTORICAL FACTS CONTAIN "FORWARD-LOOKING"
STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995)
THAT INVOLVE RISKS AND UNCERTAINTIES AND ARE SUBJECT TO CHANGE AT ANY TIME.
THESE FORWARD-LOOKING STATEMENTS MAY INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS
CONTAINING WORDS SUCH AS "ANTICIPATE," "BELIEVE," "PLAN," "ESTIMATE," "EXPECT,"
"INTEND," "MAY", "TARGET" AND SIMILAR EXPRESSIONS. SUCH FORWARD LOOKING
STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS REGARDING THE EFFECT OF THE
SPIN-OFF ON OUR OPERATIONS, EXPECTED CHANGES IN REIMBURSEMENT RATES AND
INFLATIONARY INCREASES IN STATE MEDICAID RATES, EXPECTED BED COUNT, EXPECTED
SG&A EXPENSE, ANTICIPATED RESTRUCTURING CHARGES AND ESTIMATES OF TIMING AND
COSTS SAVINGS RELATED TO COST IMPROVEMENT INITIATIVES. FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THE
FOLLOWING: COSTS, CHANGES IN THE REIMBURSEMENT RATES OR METHODS OF PAYMENT FROM
MEDICARE OR MEDICAID, OR
THE IMPLEMENTATION OF OTHER MEASURES TO REDUCE REIMBURSEMENT FOR OUR SERVICES;
CHANGES IN PHARMACY LEGISLATION AND PAYMENT FORMULAS; THE EXPIRATION OF
ENACTMENTS PROVIDING FOR ADDITIONAL GOVERNMENT FUNDING; EFFORTS OF THIRD PARTY
PAYORS TO CONTROL COSTS; THE IMPACT OF FEDERAL AND STATE REGULATIONS; CHANGES IN
PAYOR MIX AND PAYMENT METHODOLOGIES; FURTHER CONSOLIDATION OF MANAGED CARE
ORGANIZATIONS AND OTHER THIRD PARTY PAYORS; COMPETITION IN OUR BUSINESS; AN
INCREASE IN INSURANCE COSTS AND POTENTIAL LIABILITY FOR LOSSES NOT COVERED BY,
OR IN EXCESS OF, OUR INSURANCE; COMPETITION FOR QUALIFIED STAFF IN THE
HEALTHCARE INDUSTRY; OUR ABILITY TO CONTROL OPERATING COSTS, AND GENERATE
SUFFICIENT CASH FLOW TO MEET OPERATIONAL AND FINANCIAL REQUIREMENTS; AND AN
ECONOMIC DOWNTURN OR CHANGES IN THE LAWS AFFECTING OUR BUSINESS IN THOSE MARKETS
IN WHICH NEIGHBORCARE OPERATES. OUR BUSINESS, OPERATIONS OR RESULTS COULD ALSO
BE AFFECTED BY THE EFFECTS OF OMNICARE'S TENDER OFFER OR ITS PENDENCY ON THE
COMPANY AND IT BUSINESS, EMPLOYEES, CUSTOMERS AND SUPPLIERS.
THE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS THAT ARE, IN SOME CASES, BEYOND OUR CONTROL. WE CAUTION
INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS MADE BY US ARE NOT GUARANTEES OF
FUTURE PERFORMANCE. WE DISCLAIM ANY OBLIGATION TO UPDATE ANY SUCH FACTORS OR TO
ANNOUNCE PUBLICLY THE RESULTS OF ANY REVISIONS TO ANY OF THE FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.
NEIGHBORCARE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
REGARDING OMNICARE'S TENDER OFFER. NEIGHBORCARE'S SHAREHOLDERS ARE STRONGLY
ADVISED TO READ CAREFULLY NEIGHBORCARE'S SOLICITATION/RECOMMENDATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) REGARDING OMNICARE'S TENDER OFFER,
BECAUSE IT CONTAINS IMPORTANT INFORMATION. FREE COPIES OF THE
SOLICITATION/RECOMMENDATION STATEMENT AND THE RELATED AMENDMENTS OR SUPPLEMENTS,
WHICH HAVE BEEN FILED BY NEIGHBORCARE WITH THE SECURITIES AND EXCHANGE
COMMISSION, ARE AVAILABLE AT THE SEC'S WEB SITE AT WWW.SEC.GOV, OR AT
NEIGHBORCARE'S WEB SITE AT WWW.NEIGHBORCARE.COM, AND ALSO BY DIRECTING REQUESTS
TO NEIGHBORCARE'S INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT
1-800-322-2885.
NEIGHBORCARE, INC. PLANS TO FILE A PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION RELATING TO NEIGHBORCARE'S SOLICITATION OF PROXIES FROM ITS
STOCKHOLDERS WITH RESPECT TO NEIGHBORCARE'S 2005 ANNUAL MEETING OF STOCKHOLDERS.
NEIGHBORCARE ADVISES SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
DETAILED INFORMATION ABOUT INDIVIDUALS WHO MAY PARTICIPATE IN NEIGHBORCARE'S
SOLICITATION OF PROXIES. NEIGHBORCARE'S PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS WILL BE AVAILABLE FOR FREE AT WWW.SEC.GOV OR AT NEIGHBORCARE'S WEB
SITE AT WWW.NEIGHBORCARE.COM. YOU MAY ALSO OBTAIN A FREE COPY OF NEIGHBORCARE'S
PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, BY CONTACTING MACKENZIE PARTNERS,
INC., TOLL FREE AT 1-800-322-2885.