================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
-------------------------
Omega Worldwide, Inc.
(Name of Subject Company)
-------------------------
Delta I Acquisition, Inc.
Four Seasons Health Care Limited
Alchemy Partners (Guernsey) Limited
(Names of Filing Persons)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
68210B108
(CUSIP Number of Class of Securities)
-------------------------
Hamilton D. Anstead
Chief Executive Officer
Four Seasons Health Care Limited
Alderley Road
Wilmslow
Cheshire
SK9 1NX
(44-1625) 417-800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-------------------------
Copy to:
Timothy B. Goodell, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
/ / Check the box if any part of the fee is offset as provided by Rule 0-11 (a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/x/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
================================================================================
This Amendment No. 1 ("Amendment No. 1") to the Tender Offer Statement on
Schedule TO amends and supplements the Tender Offer Statement on Schedule TO
filed by Delta I Acquisition, Inc. (the "Purchaser"), Four Seasons Health Care
Limited (the "Parent") and Alchemy Partners (Guernsey) Limited with the
Securities and Exchange Commission (the "SEC") on August 7, 2002 (as amended,
the "Schedule TO"), relating to the offer by the Purchaser, the Parent and
Alchemy Partners (Guernsey) Limited to purchase all of the outstanding shares of
common stock, par value $0.10 per share (the "Common Stock"), including the
associated preferred stock purchase rights, of Omega Worldwide, Inc. (the
"Company") at a price of $3.32 per share of Common Stock, net to the seller in
cash, without interest thereon, on the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 7, 2002 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, as they may be amended and
supplemented from time to time, together constitute the "Offer"). This Amendment
No. 1 also constitutes Amendment No. 1 to Schedule 13D filed by the Purchaser,
Delta I Acquisition, LLC, Four Seasons Health Care (Capital) Limited, Four
Seasons Health Care Holdings PLC, Four Seasons Health Care Investments Limited,
the Parent, Alchemy Partners (Guernsey) Limited and Alchemy Partners LLP with
the SEC on August 12, 2002 (as amended, the "Schedule 13D"). Delta I
Acquisition, LLC, Four Seasons Health Care (Capital) Limited, Four Seasons
Health Care Holdings PLC, Four Seasons Health Care Investments Limited and
Alchemy Partners LLP are signatories hereto solely for the purpose of amending
the Schedule 13D.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delta I Acquisition, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; BK; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delta I Acquisition, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; BK; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Four Seasons Health Care (Capital) Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; BK; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Four Seasons Health Care Holdings PLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; BK; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Four Seasons Health Care Investments Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; BK; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Four Seasons Health Care Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; BK; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alchemy Partners (Guernsey) Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership is based solely on the provisions of (i) the Tender
and Option Agreements and Irrevocable Proxies described in Item 6 of the
Schedule 13D, pursuant to which certain holders of shares of common stock,
par value $0.10 per share (the "Common Stock"), of Omega Worldwide, Inc., a
Maryland corporation, have individually agreed with Delta I Acquisition,
Inc., Four Seasons Health Care Limited and Omega Worldwide, Inc. to: tender
in the Offer (defined below) such stockholder's shares of Common Stock; to
vote (or cause to be voted) such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 1, 2002, by and among Delta I Acquisition, Inc., Four
Seasons Health Care Limited and Omega Worldwide, Inc. (the "Merger
Agreement"); to grant proxies to Delta I Acquisition, Inc. and Four Seasons
Health Care Limited to vote such stockholder's shares of Common Stock in
favor of the transactions contemplated by the Merger Agreement; and to
grant to Delta I Acquisition, Inc. and Four Seasons Health Care Limited an
irrevocable option to purchase, under certain circumstances, all of the
shares of Common Stock of Omega Worldwide, Inc. owned by such stockholder,
and (ii) the Stock Purchase Agreement described in Item 6 of the Schedule
13D, pursuant to which Omega Healthcare Investors, Inc. has agreed to sell
to Delta I Acquisition, Inc. 260,000 shares of Series C Preferred Shares of
Omega Worldwide, Inc. which are convertible into 260,000 shares of Common
Stock; to vote the Series C Preferred Shares owned by it in favor of the
transactions contemplated by the Merger Agreement; and to grant proxies to
Delta I Acquisition, Inc. and Four Seasons Health Care Limited to vote such
shares of Series C Preferred Shares in favor of the transactions
contemplated by the Merger Agreement.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alchemy Partners LLP*
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED* BY None
EACH REPORTING PERSON ------------------------------------------------
WITH 8 SHARED VOTING POWER
5,119,646**
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,119,646**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,119,646**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%***
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14 TYPE OF REPORTING PERSON
PN
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* Alchemy Partners LLP is listed here solely because of its ownership of the
entire issued share capital of Alchemy Partners (Guernsey) Limited. Alchemy
Partners LLP disclaims beneficial ownership of the shares of Common Stock
reported on the previous cover pages as beneficially owned by Delta I
Acquisition, Inc., Delta I Acquisition, LLC, Four Seasons Health Care
(Capital) Limited, Four Seasons Health Care Holdings PLC, Four Seasons
Health Care Investments Limited, Four Seasons Health Care Limited and
Alchemy Partners (Guernsey) Limited.
** Included in this figure are 260,000 shares of Series C Preferred Shares
that, if converted, would total 260,000 shares of Common Stock.
*** This percentage reflects an adjustment to outstanding shares of Common
Stock to reflect the converted Series C Preferred Shares.
Item 1. Summary Term Sheet.
Item 1 is hereby amended to include the following information:
The following text is added to the end of the first sentence of the
paragraph under the caption "When will I know the outcome of the PHFL Offer?" on
page 4 of the Offer to Purchase:
"A press release will be issued after the expiration or, as the case
may be, extension of the offer announcing the outcome of the PHFL Offer and
will be filed with the Securities and Exchange Commission."
Item 4. Terms of the Transaction.
Item 4 is hereby amended to include the following information:
The fourth sentence of the second paragraph on page 11 is hereby
amended and restated in its entirety to read as follows:
"Additionally, subject to any applicable rules of the Commission (and
the limitations set forth below), the Purchaser is not required to accept
for payment, or, to pay for any shares of Common Stock tendered pursuant to
the Offer and may elect not to commence the Offer, may terminate, subject
to the terms of the Merger Agreement, or amend the Offer and may postpone
the acceptance for payment of or, subject to the restrictions referred to
above, the payment for, any tendered shares of Common Stock if, at any time
on or after the date of the Merger Agreement and at or before the time of
payment for any such shares of Common Stock (whether or not any shares of
Common Stock have theretofore been accepted for payment, or paid for,
pursuant to the Offer), any of the other conditions referred to in Section
14--"Conditions of the Offer" exist or any other events specified in
Section 14--"Conditions of the Offer" have occurred."
The second sentence of the 13th paragraph of Section 11--"Purpose of
the Offer; Plans for the Company; Certain Agreements" under the caption "The
Offer" on page 44 of the Offer to Purchase is hereby amended and restated in its
entirety to read as follows:
"Assuming the satisfaction or waiver of the conditions referred to in
Section 14--"Conditions of the Offer," the Purchaser will, and the Parent
will cause the Purchaser to, accept for payment and pay for all shares of
Common Stock validly tendered and not withdrawn pursuant to the Offer
promptly after the Expiration Date and, in any event, no later than three
business days after the Expiration Date."
The parenthetical language following clause (j) in the second sentence
of the first paragraph of Section 14--"Conditions of the Offer" on page 68 of
the Offer to Purchase is hereby amended and restated in its entirety to read as
follows:
"(other than any action by the Purchaser or the Parent)"
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 5 is hereby amended to include the following information:
The following text is added to the end of the 28th paragraph of
Section 10--"Background of the Offer" on page 39 of the Offer to Purchase:
"On July 31, 2002 each of Messrs. Bailey and Robinson entered into
settlement agreements with the Company with respect to their claims against
the Company. The terms of such settlement agreements were satisfactory to
the Parent."
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 6 is hereby amended to include the following information:
The first sentence of the second paragraph of Section 11--"Purpose of
the Offer; Plans for the Company; Certain Agreements" under the caption "Plans
for the Company" on page 42 of the Offer to Purchase is hereby amended and
restated in its entirety to read as follows:
"Following the Merger, the Parent also intends to dispose of all or
substantially all of the assets of, or its equity interests in, both
Principal Healthcare Finance Unit Trust No. 1, Principal Healthcare Finance
Unit Trust No. 2 and Omega (Australia) Pty Limited. The Company indirectly
owns approximately 38% of Principal Healthcare Finance Unit Trust No. 1 and
Principal Healthcare Finance Unit Trust No. 2, which in turn indirectly
(together with certain other wholly owned subsidiaries of the Company) own
100% of the three trusts (Principal Finance Healthcare Trust, Principal
Healthcare Finance Trust No. 2 and Principal Healthcare Finance (NZ)
Limited) that together own 48 nursing home facilities and 399 assisted
living facilities in the Commonwealths of Australia and New Zealand. The
Company is a 100% owner of Omega (Australia) Pty Ltd, the entity that
manages the trusts.
In the Spring of 2002, the Company engaged a sales agent to conduct a
sales process with respect to a disposition of the Australian and New
Zealand assets. Although a number of indications of interest have been
received, no definitive proposals have yet been made and there can be no
assurance that any transaction will occur."
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 30, 2002 DELTA I ACQUISITION, INC.
By: /s/ Paul Guilbert
-----------------------------
Name: Paul Guilbert
Title: Vice President
FOUR SEASONS HEALTH CARE LIMITED
By: /s/ Graeme Willis
-----------------------------
Name: Graeme Willis
Title: Director
ALCHEMY PARTNERS (GUERNSEY) LIMITED
By: /s/ Paul Guilbert
-----------------------------
Name: Paul Guilbert
Title: Director
DELTA I ACQUISITION, LLC*
By: /s/ Graeme Willis
-----------------------------
Name: Graeme Willis
Title: Manager
FOUR SEASONS HEALTH CARE (CAPITAL) LIMITED*
By: /s/ Graeme Willis
-----------------------------
Name: Graeme Willis
Title: Director
FOUR SEASONS HEALTH CARE HOLDINGS PLC*
By: /s/ Graeme Willis
-----------------------------
Name: Graeme Willis
Title: Director
FOUR SEASONS HEALTH CARE INVESTMENTS LIMITED*
By: /s/ Graeme Willis
-----------------------------
Name: Graeme Willis
Title: Director
ALCHEMY PARTNERS LLP*
By: /s/ Martin Bolland
-----------------------------
Name: Martin Bolland
Title: Partner
* Solely for the purpose of amending the Schedule 13D.