UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)
NeighborCare, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
64015Y104
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(CUSIP Number)
9/20/04
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] 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
disclosures 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).
CUSIP No. 64015Y104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chesapeake Partners Management Co., Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
5. Sole Voting Power
-0-
Number of
Shares 6. Shared Voting Power
Beneficially 2,514,293
Owned by
Each
Reporting 7. Sole Dispositive Power
Person With -0-
8. Shared Dispositive Power
2,514,293
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,514,293
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9)
5.7%
12. Type of Reporting Person (See Instructions) CO
Includes shares under a management agreement for unrelated party.
CUSIP No. 64015Y104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chesapeake Partners Limited Partnership
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
5. Sole Voting Power
-0-
Number of
Shares 6. Shared Voting Power
Beneficially 1,342,993
Owned by
Each
Reporting
Person With 7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
1,342,993
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,342,993
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9)
3.0%
12. Type of Reporting Person (See Instructions) PN
CUSIP No. 64015Y104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chesapeake Partners Institutional Fund Limited Partnership
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
5. Sole Voting Power
-0-
Number of 6. Shared Voting Power
Shares 45,000
Beneficially
Owned by
Each 7. Sole Dispositive Power
Reporting -0-
Person With
8. Shared Dispositive Power
45,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
45,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person (See Instructions) PN
CUSIP No. 64015Y104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chesapeake Partners International Ltd.
none
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
5. Sole Voting Power
-0-
Number of
Shares 6. Shared Voting Power
Beneficially 1,036,800
Owned by
Each
Reporting 7. Sole Dispositive Power
Person With -0-
8. Shared Dispositive Power
1,036,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,036,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9)
2.4%
12. Type of Reporting Person (See Instructions) CO
CUSIP No. 64015Y104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Barclays Global Investors Event Drive Fund II
none
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Ireland
5. Sole Voting Power
-0-
Number of 6. Shared Voting Power
Shares 89,500
Beneficially
Owned by
Each Reporting 7. Sole Dispositive Power
Person With -0-
8. Shared Dispositive Power
89,500
9. Aggregate Amount Beneficially Owned by Each Reporting Person
89,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9)
0.2%
12. Type of Reporting Person (See Instructions) CO
The above mentioned shares are managed pursuant to a sub-advisory agreement with
CPMC and Barclays Global Investors Limited.
Item 1. (a) Name of Issuer NeighborCare, Inc.
(b) Address of Issuer's Principal Executive Offices
601 East Pratt Street, 3rd Floor, Baltimore, MD 21202
Item 2. (a) Name of Person Filing Chesapeake Partners Management Co., Inc.
(b) Address of Principal Business Office or, if none, Residence
1829 Reisterstown Road, Suite 420, Baltimore, Maryland 21208
(c) Citizenship U.S.A.
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 64015Y104
Item 3. If this statement is filed pursuant to ss.ss.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. 78o).
(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)[ ] Investment company registered under section 8 of the
Investment Company Act ] of 1940 (15 U.S.C 80a-8).
(e)[ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings associations 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 ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
CPMC 2,514,293
CPLP 1,342,993
CPIFLP 45,000
CPINTL 1,036,800
BARCLAYS 89,500
(b) Percent of class:
CPMC 5.7%
CPLP 3.0%
CPIFLP 0.1%
CPINTL 2.4%
BARCLAYS 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0- for all.
(ii) Shared power to vote or to direct the vote
CPMC 2,514,293
CPLP 1,342,993
CPIFLP 45,000
CPINTL 1,036,800
BARCLAYS 89,500
(iii) Sole power to dispose or to direct the disposition of
-0- for all.
(iv) Shared power to dispose or to direct the disposition of
CPMC 2,514,293
CPLP 1,342,993
CPIFLP 45,000
CPINTL 1,036,800
BARCLAYS 89,500
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see ss.240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class N/A
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 of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
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
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
N/A
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group
N/A
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b): By signing below I certify that,
to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
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 of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable 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.
Chesapeake Partners Management Co., Inc.
BY: /s/ Mark D. Lerner
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Name: Mark D. Lerner
Title: Vice President
Chesapeake Partners Limited Partnership
By: Chesapeake Partners Management Co., Inc.
BY: /s/ Mark D. Lerner
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Name: Mark D. Lerner
Title: Vice President
Chesapeake Partners Institutional Fund Limited Partnership
By: Chesapeake Partners Management Co., Inc.
BY: /s/ Mark D. Lerner
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Name: Mark D. Lerner
Title: Vice President
Chesapeake Partners International Ltd.
By: Chesapeake Partners Management Co., Inc.
BY: /s/ Mark D. Lerner
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Name: Mark D. Lerner
Title: Vice President
Barclays Global Investors Event Driven Fund II
By: Chesapeake Partners Management Co., Inc.
BY: /s/ Mark D. Lerner
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Name: Mark D. Lerner
Title: Vice President