0001377581-13-000005.txt : 20130213
0001377581-13-000005.hdr.sgml : 20130213
20130212183407
ACCESSION NUMBER: 0001377581-13-000005
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130213
DATE AS OF CHANGE: 20130212
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: OMNICARE INC
CENTRAL INDEX KEY: 0000353230
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 311001351
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-33074
FILM NUMBER: 13598860
BUSINESS ADDRESS:
STREET 1: 900 OMNICARE CENTER
STREET 2: 201 E. FOURTH STREET
CITY: CINCINNATI
STATE: OH
ZIP: 45202
BUSINESS PHONE: 5137192600
MAIL ADDRESS:
STREET 1: 900 OMNICARE CENTER
STREET 2: 201 E. FOURTH STREET
CITY: CINCINNATI
STATE: OH
ZIP: 45202
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: First Pacific Advisors, LLC
CENTRAL INDEX KEY: 0001377581
IRS NUMBER: 201362771
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200
CITY: LOS ANGELES
STATE: CA
ZIP: 90064
BUSINESS PHONE: 310-996-5436
MAIL ADDRESS:
STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200
CITY: LOS ANGELES
STATE: CA
ZIP: 90064
SC 13G
1
ocrllc.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _2_)*
Omnicare, Inc.
(Name of Issuer)
Common Stock
(Title of Class Securities)
681904108
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person?s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be ?filed? for the purpose of Section 18 of the
Securities Exchange Act of 1934 (?Act?) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form
displays a currently valid OMB control number.
CUSIP No. 681904108
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FIRST PACIFIC ADVISORS, LLC
20-1362771
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
733,434
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
6,844,526
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,844,526
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FPA FUNDS TRUST?S FPA CRESCENT FUND
13-3704901
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6,099,592
6
SHARED VOTING POWER
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
6,099,592
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,099,592
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ROBERT L. RODRIGUEZ
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
733,434
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
6,844,526
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,844,526
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
J. RICHARD ATWOOD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
733,434
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
6,844,526
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,844,526
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
STEVEN T. ROMICK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
733,434
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
6,844,526
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,844,526
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
Item 1.
(a) Name of Issuer
Omnicare, Inc.
(b) Address of Issuer?s Principal Executive Offices
1600 RiverCenter II, 100 East RiverCenter Blvd.,
Covington, KY 41011
Item 2.
(a) Name of Person Filing
This Schedule 13G is being filed on behalf of First Pacific
Advisors, LLC, a Delaware limited liability company
(?FPA?),FPA Funds Trust?s FPA Crescent Fund, a Delaware
corporation and a registered open-end investment company,
Robert L. Rodriguez, Managing Member of FPA, J. Richard Atwood,
and Steven T. Romick, Managing Member of FPA (each, a
?Reporting Person?).
(b) Address of Principal Business office or, if None,
Residence
The address for each Reporting Person is as follows:
11400 West Olympic Blvd., Suite 1200, Los Angeles, CA
90064
(c) Citizenship
FPA is a Delaware limited liability company
FPA Funds Trust?s FPA Crescent Fund, a Delaware corporation
Robert L. Rodriguez is a United States citizen
J. Richard Atwood is a United States citizen
Steven T. Romick is a United States citizen
(d) Title of Class Securities
Common Stock
(e) CUSIP Number
681904108
Item 3. If this statement is filed pursuant to Section 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78c).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [X] Investment company registered under Section 8 of the
Investment Company Act (15 U.S.C. 80a-8).*
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).**
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G).***
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group in accordance with Section 240.13d-1(b)(ii)(J).
* FPA Funds Trust?s FPA Crescent Fund, a
Delaware corporation registered under Section
8 of the Investment Company Act (15
U.S.C. 80a-8).
**FPA is an investment adviser in accordance
with Section 240.13d-1(b)(1)(ii)(E).
***Robert L. Rodriguez, J. Richard Atwood and
Steven T. Romick are control person(s) in
accordance with Section 240.13d-
1(b)(1)(ii)(G).
Item 4. Ownership
FPA
(a) Amount beneficially owned: 6,844,526
(b) Percent of class: 6.2
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 733,434
(iii) Sole power to dispose or to direct the disposition
of: None
(iv) Shared power to dispose or to direct the disposition
of: 6,844,526
FPA Funds Trust?s FPA Crescent Fund
(a) Amount beneficially owned: 6,099,592
(b) Percent of class: 5.5
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: 6,099,592
(ii) Shared power to direct the vote: None
(iii) Sole power to dispose or to direct the disposition
of: None
(iv) Shared power to dispose or to direct the disposition
of: 6,099,592
Robert L. Rodriguez
(a) Amount beneficially owned: 6,844,526
(b) Percent of class: 6.2
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 733,434
(iii) Sole power to dispose or to direct the disposition
of: None
(iv) Shared power to dispose or to direct the disposition
of: 6,844,526
J. Richard Atwood
(a) Amount beneficially owned: 6,844,526
(b) Percent of class: 6.2
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 733,434
(iii) Sole power to dispose or to direct the disposition
of: None
(iv) Shared power to dispose or to direct the disposition
of: 6,844,526
Steven T. Romick
(a) Amount beneficially owned: 6,844,526
(b) Percent of class: 6.2
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 733,434
(iii) Sole power to dispose or to direct the disposition
of: None
(iv) Shared power to dispose or to direct the disposition
of: 6,844,526
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class
securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
FPA, in its capacity as investment adviser to its various
clients, may be deemed to be the beneficial owner
of 6,844,526 shares owned by such clients, as in its capacity
as investment adviser it has the power to dispose, direct the
disposition of, and vote the shares of the issuer owned by its
clients.
FPA funds Trust?s FPA Crescent Fund in its capacity as
investment company, may be deemed to be the beneficial owner
of 6,099,592 shares, and it has the power to dispose, direct
the disposition of, and vote the shares it owns of the issuer.
Robert L. Rodriguez is a part-owner of FPA and a Managing
Member. As a controlling person of FPA, he may be deemed to
beneficially own 6,844,526 shares of the issuer owned by FPA's
clients.
J. Richard Atwood is a part-owner of FPA and a Managing
Member. As a controlling person of FPA, he may be deemed to
beneficially own 6,844,526 shares of the issuer owned by FPA's
clients.
Steven T. Romick is a part-owner of FPA and a Managing Member.
As a controlling person of FPA, he may be deemed to
beneficially own 6,844,526 shares of the issuer owned by FPA's
clients.
Pursuant to Rule 13d-4, Robert L. Rodriguez, J. Richard Atwood
and Steven T. Romick disclaim beneficial ownership of the
securities owned by FPA's clients.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose or with the effect of changing
or influencing the control of the issuer and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Date: February 11, 2013
FIRST PACIFIC ADVISORS, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Chief Operating Officer
FPA FUNDS TRUST?S FPA CRESCENT FUND
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Treasurer
_/s/ Robert L. Rodriguez __
Robert L. Rodriguez
_/s/ J. Richard Atwood __
J. Richard Atwood
_/s/ Steven T. Romick __
Steven T. Romick
?
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
[This agreement is made pursuant to Rule 13d-l(k)(1) under the
Securities and Exchange Act of 1934, as amended (the ?Act?) by and
among the parties listed below, each referenced to herein as a ?Joint
Filer.? The Joint Filers agree that a statement of beneficial
ownership as required by Sections 13(g) or 13(d) of the Act and the
Rules thereunder may be filed on each of their behalf on Schedule 13G or
Schedule 13D, as appropriate, and that said joint filing may thereafter
be amended by further joint filings. The Joint Filers state that they
each satisfy the requirements for making a joint filing under Rule 13d-
1.
Date: February 11, 2013
FIRST PACIFIC ADVISORS, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Chief Operating Officer
FPA FUNDS TRUST?S FPA CRESCENT FUND
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Treasurer
_/s/ Robert L. Rodriguez __
Robert L. Rodriguez
_/s/ J. Richard Atwood __
J. Richard Atwood
_/s/ Steven T. Romick __
Steven T. Romick
LEGAL_US_W # 54556829.2
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