SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 21, 2002
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Omega Healthcare Investors, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
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(State or other jurisdiction of incorporation or organization)
1-11316 38-3041398
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(Commission File Number) (I.R.S. Employer Identification No.)
9690 Deereco Road, Suite 100, Timonium, Maryland 21093
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(Address of principal executive offices) (Zip Code)
(410) 427-1700
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(Registrant's telephone number, including area code)
900 Victors Way, Suite 350, Ann Arbor, Michigan 48108
(Former Name or Former Address, if Changed Since Last Report)
Item 1. CHANGES IN CONTROL OF REGISTRANT.
See Item 5 below.
Item 5. OTHER EVENTS.
On February 21, 2002, Omega Healthcare Investors, Inc. completed its
previously announced rights offering and related private placement to Explorer
Holdings, L.P ("Explorer"), resulting in aggregate gross proceeds to the Company
of $50 million before expenses. In the rights offering, the Company issued
stockholders (other than Explorer) a total of 6,402,632 shares of common stock
for gross proceeds of $18,695,685. On February 21, 2002, the Company also
consummated the transactions with Explorer contemplated by the Investment
Agreement dated as of October 31, 2001, as amended. In accordance with the
Investment Agreement, Explorer purchased 10,720,656 shares of newly issued
common stock for $31,304,315 and the Company entered into an Amended and
Restated Stockholders Agreement and an Amended and Restated Registration Rights
Agreement and Advisory Letter with Explorer, each of which are attached as
exhibits hereto. Based on its Schedule 13D filing reporting the completion of
the February 21, 2002 investment, the source of funds for Explorer's purchase of
the Company's Common Stock was Explorer's working capital, which was derived
from capital contributions from its partners. Based on its Schedule 13D filing,
Explorer holds 28,049,226 shares of Common Stock, representing approximately 52%
of the Company's outstanding Common Stock, which amount includes 16,774,720
shares of Common Stock issuable upon conversion of 1,048,420 shares of the
Company's Series C Preferred Stock. Explorer may be deemed to have acquired or
increased its control of the Company as a result of such transactions. The terms
of the Amended and Restated Stockholders Agreement, Amended and Restated
Registration Rights Agreement, Advisory Letter and other agreements with
Explorer, including Explorer's right to designate directors of the Company, are
described in the Company's definitive proxy statement for the special meeting of
stockholders held on February 18, 2002 and filed pursuant to Regulation 14A.
Item 7. EXHIBITS.
4.1 Articles of Amendment amending the terms of the Company's Series C
Convertible Preferred Stock
10.1 Amended and Restated Stockholders Agreement between Explorer Holdings, L.P.
and Omega Healthcare Investors, Inc., dated as of February 21, 2002
10.2 Amended and Restated Registration Rights Agreement between Explorer
Holdings, L.P. and Omega Healthcare Investors, Inc., dated as of February
21, 2002
10.3 Advisory Letter from The Hampstead Group, L.L.C. to Omega Healthcare
Investors, Inc., dated February 21, 2002
99.1 Press Release issued by Omega Healthcare Investors, Inc. on February 21,
2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 21, 2002 By: /s/ C. TAYLOR PICKETT
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C.Taylor Pickett
Chief Executive Officer