OHI Tender Offer
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): December 16, 2005
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
|
38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
(Address
of principal executive offices / Zip Code)
(410) 427-1700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act.
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange Act.
Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange Act.
Item
8.01 Other
Events
On
December 16, 2005, Omega Healthcare Investors, Inc. (the "Company") issued
a
press release announcing that it has commenced a tender offer and consent
solicitation for any and all of its $100 million aggregate principal amount
of
6.95% notes due 2007. The tender offer is being made pursuant to an Offer to
Purchase and Consent Solicitation Statement, dated December 16, 2005, and a
related Consent and Letter of Transmittal. The offer to purchase
will
expire at 12:00 midnight, New York City time, on January 17, 2006, unless
extended. The consent solicitation will expire at 5:00 p.m., New York City
time,
on December 30, 2005, unless extended. A
copy of
the Company's press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference into this Item
8.01.
On
December 16, 2005, the Company announced its intention to offer $175 million
in
principal amount of unsecured notes due 2016. A copy of the Company's press
release announcing the foregoing is attached as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated by reference into this Item
8.01.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
|
99.1
|
Press
Release dated December 16, 2005.
|
|
99.2
|
Press
Release dated December 16, 2005.
|
SIGNATURES
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.
(Registrant)
Dated:
December 16, 2005 By:
/s/
Taylor Pickett
C.
Taylor
Pickett
President
and Chief Executive Officer
EXHIBIT
INDEX
Exhibit
Number Description
|
99.1
|
Press
Release dated December 16, 2005.
|
|
99.2
|
Press
Release dated December 16, 2005.
|