1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 10-Q/A (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO - ------------ ------------ COMMISSION FILE NUMBER 1-11316 OMEGA HEALTHCARE INVESTORS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND (State of Incorporation) 38-3041398 (I.R.S. Employer Identification No.) 905 W. EISENHOWER CIRCLE, SUITE 110, ANN ARBOR, MI 48103 (Address of principal executive offices) (313) 747-9790 (Telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ==== ==== Indicate the number of shares outstanding of each of the issuer's classes of common stock as of June 30, 1997 COMMON STOCK, $.10 PAR VALUE 19,065,324 (Class) (Number of shares) ================================================================================ 2 OMEGA HEALTHCARE INVESTORS, INC. PART II -- OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS -- THE FOLLOWING EXHIBITS ARE FILED HEREWITH: EXHIBIT DESCRIPTION ------- ----------- 10.1 Facility Agreement between Principal Healthcare PLC and Morgan Guaranty, with Omega Healthcare Investors, Inc. as Guarantor 10.2 Promissory Note Secured by Deed of Legal Mortgage and Deed of Legal Mortgage between Principal Healthcare Finance Limited as the mortgagor and Omega Healthcare Investors, Inc. as the mortgagee 12 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 27 Financial Data Schedule (B) REPORTS ON FORM 8-K. The following report on Form 8-K was filed since March 31, 1997 Form 8-K dated April 25, 1997: Report with exhibits in connection with issuance of Class A Cumulative Preferred Stock 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 By: /s/ ESSEL W. BAILEY, JR. President --------------------------------------------------- ESSEL W. BAILEY, JR. By: /s/ DAVID A. STOVER Chief Financial Officer --------------------------------------------------- DAVID A. STOVER Date: July 28, 1997 9