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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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 24, 1998
OMEGA HEALTHCARE INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 1-11316 NO. 38-3041398
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
905 WEST EISENHOWER CIRCLE, SUITE 110, ANN ARBOR, MI 48103
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (734) 747-9790
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
In October, 1997 the Company purchased 24 nursing homes and 2 rehabilitation
hospitals from Regency Health Services (Regency) for a net purchase price of
$80.9 million, after assumption of unsecured borrowings of $4.9 million which
bear interest at an effective cost of approximately 6%. Simultaneously, Regency
was acquired by Sun Healthcare Group, Inc. (Sun) and entered into a lease
agreement with the Company for these same facilities. Subsequent to the actual
funding of the purchase, the Company reached an agreement with Sun whereby it
agreed to invest an additional $15 million in these properties when cash flow
coverage ratios for the acquired facilities exceeded 2.00:1.00. Such ratios
have been exceeded, and an additional $15 million purchase consideration was
funded on April 24, 1998. This increases the Company's investment in the
facilities to $100.8 million. The yield on the additional investment is 9.50%.
Rent on the additional investment is subject to annual increases as with
respect to the original investment.
Following is condensed consolidated information derived from filings with the
Securities and Exchange Commission by Sun for the periods ended December 31,
1997 and December 31, 1996.
YEAR ENDED DECEMBER 31
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1997 1996
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(IN THOUSANDS)
Cash flows:
Operating Activities................. $ 21,733 $ 26,812
Financing Activities................. 661,327 107,619
Investing Activities................. (680,121) (142,189)
Operations:
Net Revenues......................... 2,010,820 1,316,308
Net Earnings......................... 34,801 21,536
AS OF DECEMBER 31
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1997 1996
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(IN THOUSANDS)
Financial Position:
Current Assets....................... $ 645,211 $ 363,148
Current Liabilities.................. 325,692 151,566
Total Assets......................... 2,579,236 1,229,426
Total Liabilities.................... 1,945,898 654,592
Shareholders' Equity................. 617,053 572,137
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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, thereto duly authorized.
OMEGA HEALTHCARE INVESTORS, INC.
April 30, 1998 By /s/ David A. Stover
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David A. Stover,
Chief Financial Officer
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Exhibit Index
Exhibit 99.1 First Amendment of Purchase Agreement, Master Lease
Agreement, Facility Leases and Guaranty between Delta
Investors I, LLC and Sun Healthcare Group, Inc.
Exhibit 99.2 First Amendment of Purchase Agreement, Master Lease Agreement,
Facility Leases and Guaranty between Delta Investors
II, LLC and Sun Healthcare Group, Inc.
Exhibit 99.3 Pro Forma Consolidated Statements of Operations for the Year
Ended December 31, 1997