UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 5, 2004
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 1-11316 | 38-3041398 | ||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
(410) 427-1700
(Address and telephone number of Registrant)
We are separately filing a prospectus pursuant to Rule 424(b) of the Securities Act of 1933 in connection with the proposed offer and sale to the public of a new class of our Series D cumulative preferred stock in a public offering at a price of $25.00 per share.
We have entered into a Repurchase and Conversion Agreement with Explorer Holdings, L.P., or Explorer, pursuant to which Explorer has granted us an option to repurchase up to 700,000 shares of Series C preferred stock at $145.92 per share (or $9.12 per share of common stock on an as converted basis). The repurchase option is subject to a minimum repurchase of $100 million and expires on February 27, 2004. Upon exercise of the repurchase option Explorer has agreed to convert all of its remaining shares of Series C preferred stock into shares of our common stock. The conversion of Explorer's shares of Series C preferred stock and our purchase of a portion of our Series C preferred stock owned by Explorer is contingent on the consummation of the offering.
We expect to use the net proceeds of the offering to purchase shares of Series C preferred stock held by Explorer. In the event that the net proceeds exceed $100 million, our repurchase option will permit us to repurchase up to a maximum of 700,000 shares of Explorer's Series C preferred stock for an aggregate purchase price of approximately $102 million. Any additional net proceeds from the offering not used to repurchase shares of Series C preferred stock from Explorer will be used for general corporate purposes which could include repaying existing indebtedness, redeeming Series A preferred shares or funding additional investments by us. In the event that the net proceeds from the offering are less than $100 million, we have the option to use the net proceeds from the offering together with funds from other sources to purchase shares of Series C preferred stock from Explorer.
Based on an assumed aggregate repurchase price of $100 million, we would repurchase 685,307 of its Series C preferred shares and Explorer would be issued approximately 5.8 million shares of common stock upon conversion of the remaining Series C preferred shares. Immediately following the repurchase and conversion, Explorer would hold approximately 18.3 million common shares or approximately 42% of our outstanding common shares. The Repurchase and Conversion Agreement is filed as an exhibit hereto and incorporated by reference herein.
Item 7. Exhibits.
| 5.1 | Opinion of Powell, Goldstein, Frazer & Murphy LLP | |
8.1 |
Opinion of Powell, Goldstein, Frazer & Murphy LLP regarding certain tax matters. |
|
10.1 |
Repurchase and Conversion Agreement by and between Omega Healthcare Investors, Inc. and Explorer Holdings, L.P. dated as of February 5, 2004. |
|
12.1 |
Statement re: Computation of Certain Ratios. |
|
27.1 |
Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibits 5.1 and 8.1.) |
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OMEGA HEALTHCARE INVESTORS, INC. | ||||
/s/ C. TAYLOR PICKETT Name: C. Taylor Pickett Title: Chief Executive Officer |
||||
Dated: February 5, 2004
3