SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 20, 1999
OMEGA HEALTHCARE INVESTORS, INC
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(Exact name of Registrant as specific in its 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.)
900 Victors Way, Suite 350, Ann Arbor, Michigan 48108
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(Address of principal executive offices) (Zip Code)
(734) 887-0200
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 20, 1999, the Board of Directors of Omega Healthcare Investors,
Inc. ("the Company") made certain modifications to the Amended and Restated
Bylaws of Omega Healthcare Investors, Inc. The Amended and Restated Bylaws are
filed as an exhibit to this report and are incorporated herein by reference.
On May 12, 1999, the Board of Directors of the Company declared a dividend
distribution of one preferred share purchase right (a "Right") for each share of
common stock, par value $0.10 per share (the "Common Stock"), of the Company
outstanding at the close of business on May 24, 1999 (the "Record Date"). The
dividend will be paid on the Record Date to holders of Common Stock on such
date. The holders of any additional shares of Common Stock issued after the
Record Date and before the redemption or expiration of the Rights (or the
Distribution Date, as defined below) will also be entitled to one Right for each
such additional share of Common Stock. Each Right entitles the registered holder
under certain circumstances to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Participating Preferred Stock"), of the Company at a price of $90.00
per one one-thousandth of a share of Participating Preferred Stock (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in the Rights Agreement dated as of May 12, 1999 between
the Company and First Chicago Trust Company, as rights agent (the "Rights
Agreement").
Initially, the Rights will be attached to and evidenced by certificates
evidencing Common Stock, and no separate certificates for the Rights will be
distributed. The Rights will become exercisable and will be evidenced by
separate certificates only after the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
has acquired beneficial ownership of 10% or more of the outstanding Common Stock
(thereby becoming an "Acquiring Person"), (ii) 15 business days (or such later
date as may be determined by the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
following the commencement of, or the announcement of an intention to commence,
a tender or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of persons of 10% or more of the
outstanding Common Stock, or (iii) 10 business days (or such later date as may
be determined by action of the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
after the filing of any application, request or other document with a
governmental agency seeking approval of, attempting to rebut any presumption of
control upon, or indicating an intention to enter into, any transaction or
series of transactions that would result in any person becoming the beneficial
owner of 10% or more of the outstanding Common Stock (the first of such dates to
occur being referred to herein as the "Distribution Date"). Common Stock
certificates issued upon transfer or issuance of Common Stock after the Record
Date and prior to the Distribution Date (or earlier redemption or expiration of
the Rights) will contain a notation incorporating the Rights Agreement by
reference. In addition, if the Board of Directors in good faith determines that
a person who would otherwise be an Acquiring Person has become such
inadvertently, and such person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such person would no longer be an
Acquiring Person, then such person shall not be deemed to be an Acquiring Person
for purposes of the Rights Agreement.
The Rights will expire on May 12, 2009 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Participating
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment under certain circumstances from time to time
to prevent dilution. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.
Participating Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Participating Preferred Stock will be
entitled to a minimum preferential quarterly distribution payment, when, as and
if authorized by the Board of Directors out of funds legally available for such
purpose, of $1.00 per share but will be entitled to an aggregate distribution of
1,000 times any distribution declared per share of Common Stock. In the event of
liquidation, the holders of the Participating Preferred Stock will be entitled
to a minimum preferential liquidation payment of $1.00 per share but will be
entitled to an aggregate payment of 1,000 times the payment made per share of
Common Stock. Each share of Participating Preferred Stock will have 1,000 votes,
voting together with the Common Stock. In the event of any merger, consolidation
or other transaction in which shares of Common Stock are exchanged, each share
of Participating Preferred Stock will be entitled to receive 1,000 times the
amount received per share of Common Stock. In the event of issuance of
Participating Preferred Stock upon exercise of the Rights, in order to
facilitate trading, a depositary receipt may be issued for each one
one-thousandth of a share of Participating Preferred Stock. The Rights will be
protected by customary antidilution provisions.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision will be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
exercise thereof, a number of shares of Common Stock having a market value
(determined in accordance with the Rights Agreement) equal to two times the
Purchase Price. In lieu of the issuance of Common Stock upon exercise of Rights,
the Board of Directors may under certain circumstances, and if there is an
insufficient number of shares of Common Stock authorized but unissued to permit
the exercise in full of the Rights, the Board is required to, take such action
as may be necessary to cause the Company to issue or pay upon the exercise of
Rights, cash (including by way of a reduction of the Purchase Price), property,
other securities or any combination of the foregoing having an aggregate value
equal to that of the Common Stock which otherwise would have been issuable upon
exercise of the Rights. The Company may permit the Rights to be exercised for
50% of the Common Stock (or cash, property or other securities that may be
substituted for Common Stock) that would otherwise be purchasable upon exercise
thereof in consideration of the surrender of the Rights so exercised and without
other payment of the Purchase Price.
In the event that, after any person or group becomes an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
Purchase Price, a number of shares of common stock of the acquiring company
having a market value (determined in accordance with the Rights Agreement) equal
to two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by that person or group of 50% or more of the
outstanding Common Stock, the Board of Directors may exchange the Rights (other
than Rights owned by that person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock (or one
one-thousandth of a share of Participating Preferred Stock) per Right (subject
to adjustment).
As soon as practicable after the Distribution Date, the Company is
obligated to use its best efforts to file a registration statement under the
Securities Act of 1933, as amended, relating to the securities issuable upon
exercise of Rights and to cause such registration statement to become effective
as soon as practicable.
At any time prior to the time a person or group of persons becomes an
Acquiring Person, the Board of Directors may redeem the Rights, in whole but not
in part, at a redemption price of $0.01 per Right (the "Redemption Price"),
payable in cash, Common Stock or any other form of consideration deemed
appropriate by the Board of Directors. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon the
effectiveness of any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights, except that from and after the
time any person or group of affiliated or associated persons becomes an
Acquiring Person, no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
since the Rights may be redeemed by the Company at the Redemption Price prior to
the time that a person or group has acquired beneficial ownership of 10% or more
of the Common Stock.
The Rights Agreement, which specifies the terms of the Rights and the
Participating Preferred Stock, and a press release announcing the declaration of
the dividend distribution of the Rights have been filed as exhibits to this
report and are incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the Rights Agreement, including the definitions
therein of certain terms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c)Exhibits
Exhibit No. Exhibit
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3.1 Amended and Restated Bylaws of Omega
Healthcare Investors, Inc. as of April 20,
1999
3.2 Articles of Restatement of Omega Healthcare
Investors, Inc., as amended on April 20,
1999
4 Rights Agreement, dated as of May 12, 1999,
between Omega Healthcare Investors, Inc.
and First Chicago Trust Company, as
Rights Agent, including Exhibit A thereto
(Form of Articles Supplementary relating
to the Series A Junior
Participating Preferred Stock) and Exhibit
B thereto (Form of Right Certificate)
99.1 Press Release issued by Omega Healthcare
Investors, Inc. on May 12, 1999
SIGNATURE
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.
Date: May 14, 1999 By: /s/ David A. Stover
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David A. Stover
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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3.1 Amended and Restated Bylaws of Omega
Healthcare Investors, Inc. as of April 20,
1999
3.2 Articles of Restatement of Omega Healthcare
Investors, Inc., as amended on April 20,
1999
4 Rights Agreement, dated as of May 12, 1999,
between Omega Healthcare Investors, Inc.
and First Chicago Trust Company, as
Rights Agent, including Exhibit A thereto
(Form of Articles Supplementary elating
to the Series A Junior
Participating Preferred Stock) and Exhibit
B thereto (Form of Right Certificate)
99.1 Press Release issued by Omega Healthcare
Investors, Inc. on May 12, 1999