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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
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NEIGHBORCARE, INC.
(Name of Subject Company)
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NEIGHBORCARE, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.02 Per Share
(including the Associated Series B Junior
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
64015Y-10-4
(CUSIP Number of Class of Securities)
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John F. Gaither, Esq.
Senior Vice President, General Counsel and Secretary
NeighborCare, Inc.
601 East Pratt Street, 3rd Floor
Baltimore, MD 21202
(410) 528-7404
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Mark Gordon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
/_/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The purpose of this amendment is to amend and supplement item 7 and add
additional Exhibits to Item 9 in the Solicitation/Recommendation Statement on
Schedule 14D-9 previously filed by NeighborCare, Inc., a Pennsylvania
corporation, on June 14, 2004, as thereafter amended, and to revise the Exhibit
Index accordingly.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 7 of Schedule 14D-9 is hereby amended and supplemented as
follows:
On July 5, 2005, NeighborCare announced that it is in
negotiations with Omnicare regarding a definitive agreement for Omnicare's
acquisition of all of the outstanding shares of NeighborCare common
stock by tender offer and/or merger on the basis of a price of $34.75 per share
in cash. The text of the press release issued by NeighborCare on July 5,
2005 is filed as Exhibit (a)(35) hereto and is incorporated by reference.
ITEM 9. EXHIBITS.
Exhibit No. Description
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(a) (35) Press Release, dated July 5, 2005
(a) (36) Employee Letter, dated July 5, 2005
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment is true, complete and
correct.
NEIGHBORCARE, INC.
By: /s/ John F. Gaither, Jr.
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John F. Gaither, Jr.
Senior Vice President,
General Counsel and Secretary
Dated: July 5, 2005
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INDEX OF EXHIBITS
Exhibit No. Description
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(a) (35) Press Release, dated July 5, 2005
(a) (36) Employee Letter, dated July 5, 2005
3