NCS Healthcare, Inc.
Ticker: NCSS 3201 Enterprise Parkway, Suite 220
Exchange: NASDAQ-National Market Beachwood, Ohio 44122
Industry: Service (216) 464-5154

Type of Shares:Class A Common Shares Filing Date:12/18/95
U.S. Shares:4,240,000 Offer Date:2/13/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:3,840,000 Offer Price:$16.50
Secondary Shares:400,000 Gross Spread:$1.16
Offering Amount: $59,360,000 Selling:$0.70
Expenses:$1,180,000 Reallowance:$0.10
Shares Out After:11,486,340

ManagerTierPhone
Smith Barney Inc.Lead Manager (718) 921-8473
McDonald & Company Securities, Inc.Co-manager (216) 443-2300
William Blair & CompanyCo-manager (312) 236-1600

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 12/31/95 12/31/94 12/31/95
Revenue:$65.60$50.03$29.03Assets:$66.89
Net Income:$1.87-$0.32$0.77Liabilities:$55.06
EPS:$0.28-$0.05$0.12Equity:$11.83

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is an independent provider of pharmacy services to long term care institutions including skilled nursing, assisted living facilities and other institutional health care settings. The company purchases and dispenses prescription and non-prescription pharmaceuticals and provides client facilities with related management services, automated medical records keeping, drug therapy evaluation and regulatory assistance. The company also provides a broad array of ancillary health care services to complement its core pharmacy services, including infusion therapy, physical, speech and occupational therapies and nutritution management. NSC currently provides pharmacy services to approximately 48,500 residents at over 600 facilities located in Ohio, Pennsylvania, Indiana and Michigan. NCS believes that it is the nation's second largest institutional pharmacy not owned or controlled by a company which operates long-term care facilities.

Use of Proceeds
The proceeds from the proposed offering will be used to repay debt, working capital and other general corporate purposes, including possible acquisitions.

Last updated: 10/28/96

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