4//SEC Filing
NEIGHBORCARE INC 4
Accession 0000898822-05-000901
CIK 0000874265operating
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 5:30 PM ET
Size
16.3 KB
Accession
0000898822-05-000901
Insider Transaction Report
Form 4
NEIGHBORCARE INCNCRX
ARLOTTA JOHN
DirectorChairman, President and CEO
Transactions
- Disposition to Issuer
Common Stock
2005-07-28$34.75/sh−64,684$2,247,769→ 0 total - Disposition from Tender
Common Stock
2005-07-28$34.75/sh−75,283$2,616,084→ 0 total - Disposition to Issuer
Common Stock (right to buy)
2005-07-28$34.75/sh−250,000$8,687,500→ 0 totalExercise: $21.50From: 2005-07-28Exp: 2013-12-09→ Common Stock (250,000 underlying)
Footnotes (2)
- [F1]Pursuant to an Agreement and Plan of Merger, dated as of July 6, 2005 (the "Merger Agreement"), among NeighborCare, Inc. ("NeighborCare"), Omnicare, Inc. ("Omnicare") and Nectarine Acquisition Corp. ("Purchaser"), on July 28, 2005, Purchaser accepted for purchase all of the issued and outstanding shares of common stock, par value $0.02 per share ("Shares") of NeighborCare tendered to it in connection with its previously announced tender offer (the "Offer"), including 75,283 Shares of the Reporting Person's Shares, at a purchase price of $34.75 per Share in cash. Also on July 28, 2005, pursuant to the Merger Agreement, Purchaser was merged with and into NeighborCare (the "Merger"), as a result of which all of the Reporting Person's remaining Shares were converted into the right to receive $34.75 per Share in cash.
- [F2]Pursuant to the Merger Agreement, as a result of the Merger, all options to purchase NeighborCare common stock outstanding immediately prior to the Merger were cancelled and Omnicare became obligated to pay to each former holder of any such cancelled options a cash amount equal to the product of (i) the excess, if any, of the $34.75 Merger Consideration over the exercise price per Share and (ii) the number of Shares of NeighborCare common stock covered by such holder's options, subject to applicable income and employment withholding taxes.
Documents
Issuer
NEIGHBORCARE INC
CIK 0000874265
Entity typeoperating
IncorporatedPA
Related Parties
1- filerCIK 0000874265
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 5:30 PM ET
- Size
- 16.3 KB