8-K: Current report filing
Published on October 18, 2004
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 Exchange Act of 1934
Date of report (Date of earliest event reported): October 18, 2004 (October 12, 2004)
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in charter)
|
Maryland
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1-11316
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38-3041398
|
|
(State of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
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9690 Deereco Road
Suite 100
Timonium, Maryland 21093
(Address of principal executive offices / Zip Code)
(410) 427-1700
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act.
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Pre-commencement communications pursuant to Rule 14d2(b) under the Exchange Act.
Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act.
Item 1.01. Entry Into a Material Definitive Agreement
Effective October 12, 2004, Omega Healthcare Investors, Inc. (the "Company" or "Omega") entered into a binding Put Agreement ("Put") whereby the Company agreed to buy the stock and/or assets of thirteen skilled nursing facilities in the State of Ohio (the "Properties") for a purchase price of $78.8 million (the "Purchase Price"). The holder of the Put, American Health Care Centers, Inc. ("American") and its affiliated companies paid $1,000 and agreed to eliminate the right to repay the current Omega mortgage in the event the option is not exercised. American has 90 days from the effective date of the Put in which to exercise its option to sell the Properties to the Company, and if the option is exercised, then the transaction will close within ten days of exercise. A portion of the Purchase Price equal to $6.9 million was paid by the Company to American in 1997 to obtain a separate option to acquire the properties and will now be applied to the Purchase Price.
The Properties are currently subject to a master lease with Essex Healthcare Corporation. The lease and related agreements have six and one half years remaining and in 2005 annual payments are approximately $8.9 million with annual escalators.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
| 10.1 | Put Agreement, effective as of October 12, 2004, by and between American Health Care Centers, Inc. and Omega Healthcare Investors, Inc. |
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)
Dated: October 18, 2004 By: /S/C.TAYLOR PICKETT
C. Taylor Pickett
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
| 10.1 | Put Agreement, effective as of October 12, 2004, by and between American Health Care Centers, Inc. and Omega Healthcare Investors, Inc. |