UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
PHARMERICA CORPORATION
(Name of Subject Company)
PHARMERICA CORPORATION
(Names of Persons Filing Statement)
Common stock, $0.01 par value
(Title of Class of Securities)
71714F104
(CUSIP Number of Class of Securities)
Tom Caneris
Senior Vice President & General Counsel
PharMerica Corporation
1901 Campus Place, Louisville, KY 40299
(502) 627-7536
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Rodney H. Bell
Holland & Knight LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
(305) 374-8500
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This Amendment No. 6 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Statement”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) by PharMerica Corporation, a Delaware corporation (“PharMerica” or the “Company”), on September 20, 2011, as amended on September 23, 2011, September 27, 2011, October 13, 2011, October 24, 2011 and October 27, 2011. The Statement relates to the tender offer by Omnicare, Inc. (“Omnicare”) through Philadelphia Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Omnicare (“Omnicare Sub”), to purchase all of the outstanding Shares at a price of $15.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes, on the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, the “Schedule TO”) filed by Omnicare and Omnicare Sub with the SEC on September 7, 2011, and subsequently amended on September 9, 2011, September 23, 2011, September 30, 2011, October 5, 2011, October 25, 2011 and October 27, 2011. The value of the consideration offered, together with all of the terms and conditions applicable to the tender offer, is referred to as the “Offer.”
Except as otherwise set forth below, the information set forth in the original Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
| Item 9. | Exhibits |
Item 9 of the Statement is hereby amended and supplemented by inserting the following exhibit thereto:
| Exhibit No. |
Description | |
| (a)(15) | Excerpt of transcript of conference call held by PharMerica Corporation on November 4, 2011 regarding its third quarter 2011 earnings release. | |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| PHARMERICA CORPORATION | ||||||
| By: | /s/ Thomas A. Caneris | |||||
| Name: | Thomas A. Caneris | |||||
| Title: |
Senior Vice President, General Counsel, Compliance Officer and Secretary | |||||
Dated: November 7, 2011
Exhibit Index
| Exhibit No. |
Description | |
| (a)(15) | Excerpt of transcript of conference call held by PharMerica Corporation on November 4, 2011 regarding its third quarter 2011 earnings release. | |