8-K: Current report filing
Published on March 15, 2005
PRESS
RELEASE - FOR IMMEDIATE RELEASE
OMEGA
HEALTHCARE DECLARES REGULAR QUARTERLY DIVIDENDS ON PREFERRED STOCK AND ANNOUNCES
REDEMPTION OF SERIES B PREFERRED STOCK
AND
ANNUAL MEETING
TIMONIUM,
MARYLAND - March 15, 2005 - Omega
Healthcare Investors, Inc. (NYSE:OHI) announced today that its Board of
Directors declared dividends for all classes of the Company’s outstanding
preferred stock. In addition, the Company announced the redemption of all
outstanding shares of its 8.625% Series B Cumulative Preferred Stock (“Series B
Preferred Stock”) (NYSE:OHI PrB; CUSIP: 681936308). Also, the Company announced
the date, time and location of its 2005 Annual Meeting of
Stockholders.
The
Company’s Board of Directors will take action with respect to common stock
dividends at its regularly scheduled meeting to be held on April 19,
2005.
Series
D Preferred Stock Quarterly Dividends
The
Company’s Board of Directors declared the regular quarterly dividends for its
8.375% Series D Cumulative Redeemable Preferred Stock to stockholders of record
on May 2, 2005. The
stockholders of record of the Series D Preferred Stock on May 2, 2005 will be
paid dividends in the amount of $0.52344 per
preferred share on May 16, 2005. The liquidation preference for the Company’s
Series D Preferred Stock is $25.00 per share. Regular quarterly preferred
dividends for the Series D Preferred Stock represent dividends for the period
February 1, 2005 through April 30, 2005.
Series
B Preferred Stock Redemption and Quarterly Dividends
The
Company’s Board of Directors also authorized the redemption of all outstanding
shares of the Company’s Series B Preferred Stock, and declared dividends for the
Series B Preferred Stock to stockholders of record on May 2, 2005. The
stockholders of record of the Series B Preferred Stock on May 2, 2005 will be
paid dividends in the amount of $0.55105 per
preferred share. The Series B Preferred Stock dividends include regular
quarterly dividends for the period February 1, 2005 through April 30, 2005, plus
two additional days of accrued dividends through and including May 2, 2005. The
Company expects the Series B Preferred Stock to be redeemed on May 2, 2005 for
$25.00 per share, plus $0.55105 per share in accrued and unpaid dividends
through the redemption date, for an aggregate redemption price of $25.55105 per
share. On and after the redemption date, dividends on the shares of Series B
Preferred Stock will cease to accrue, the Series B Preferred Stock will cease to
be outstanding, and holders of the Series B Preferred Stock will have only the
right to receive the redemption price.
The
notice of redemption and related materials will be mailed to the holders of the
Series B Preferred Stock on or about April 1, 2005. EquiServe Trust Company,
located at 66 Brooks Drive, Braintree, MA 02184, will act as the Company’s
redemption and paying agent. On or before the redemption date, the Company will
deposit with EquiServe the aggregate redemption price to be held in trust for
the benefit of the holders of the Series B Preferred Stock. Holders of the
Series B Preferred Stock who hold shares through the Depository Trust Company
will have their shares of the Series B Preferred Stock redeemed in accordance
with the Depository Trust Company’s procedures.
Requests
for copies of the materials or questions relating to the notice of redemption
and related materials should be directed to EquiServe at 1-800-251-4215 or to
Tom Peterson, Omega’s Director of Finance, at (410) 427-1740.
In
connection with the redemption of the Series B Preferred Stock, Omega’s second
quarter 2005 results will reflect a non-recurring reduction in net income
attributable to common shareholders of approximately $2.0 million or
approximately $0.04 per common share. This reduction will be taken in accordance
with the Securities and Exchange Commission’s Interpretation of FASB-EITF Topic
D-42 (“The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock”), issued on July 31, 2003. Under this
interpretation, all costs associated with the original issuance of the Series B
Preferred Stock will be recorded as a reduction of net income attributable to
common stockholders.
Annual
Meeting
The
Company also announced that its 2005 Annual Meeting of Stockholders will be held
on Thursday, May 26, 2005, at 10:00 a.m., EDT, at the Holiday Inn Select,
Baltimore-North, 2004 Greenspring Drive, Timonium, Maryland. Stockholders of
record as of the close of business on April 22, 2005 will be entitled to receive
notice of and to participate at the 2005 Annual Meeting of Stockholders.
* * * * *
*
Omega is
a real estate investment trust investing in and providing financing to the
long-term care industry. At December 31, 2004, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities with
approximately 23,105 beds located in 29 states and operated by 42 third-party
healthcare operating companies.
FOR
FURTHER INFORMATION, CONTACT
Bob
Stephenson, Chief Financial Officer, at (410) 427-1700
________________________
This
announcement
includes forward-looking statements. All forward-looking statements included
herein are based on current expectations and speak only as of the date of such
statements. Omega undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of future events, new information
or otherwise Such forward-looking statements should be regarded solely as
reflections of Omega's current operating plans and estimates. Statements
regarding future events and developments and Omega’s future performance, as well
as management's expectations, beliefs, plans, estimates or projections relating
to the future, are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, the Private Securities Litigation Reform Act of 1995, or in releases
issued by the Securities and Exchange Commission (the “SEC”), all of which may
be amended from time to time. All forward-looking statements are subject to
certain risks and uncertainties that could cause actual events to differ
materially from those projected. Management believes that these forward-looking
statements are reasonable; however, you should not place undue reliance on such
statements. Actual results may differ materially from those reflected in such
forward-looking statements as a result of a variety of factors, including, among
other things: (i) uncertainties relating to the business operations of the
operators of Omega’s properties, including those relating to reimbursement by
third-party payors, regulatory matters and occupancy levels; (ii) regulatory and
other changes in the healthcare sector, including without limitation, changes in
Medicare reimbursement; (iii) changes in the financial position of Omega's
operators; (iv) the ability of operators in bankruptcy to reject unexpired lease
obligations, modify the terms of Omega’s mortgages, and impede the ability of
Omega to collect unpaid rent or interest during the pendency of a bankruptcy
proceeding and retain security deposits for the debtor's obligations; (v) the
availability and cost of capital; (vi) competition in the financing of
healthcare facilities; and (vii) other factors identified in Omega’s filings
with the SEC.