8-K: Current report filing
Published on March 15, 2005
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
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Date of
Report (Date of Earliest Event Reported):
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March
15, 2005
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OMEGA
HEALTHCARE INVESTORS, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Maryland
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1-11316
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38-3041398
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
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(Address
of Principal Executive Offices)
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(410)
427-1700
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address if Changed Since Last
Report)
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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 (see General
Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-14(c)).
ITEM
2.04. Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
See Item
7.01 below for a discussion of the redemption of certain cumulative preferred
stock, which is incorporated herein by reference.
ITEM
7.01. Regulation
FD Disclosure.
On March
15, 2005, Omega Healthcare Investors, Inc., a Maryland corporation (the
“Registrant”), issued a press release announcing that the Registrant has elected
to fully redeem its outstanding 8.625% Series B Cumulative Preferred Stock, par
value $1.00 per share (the “Series B Preferred Stock”), at the redemption price
of $25 per share, plus accrued and unpaid dividends (collectively, the
“Redemption Price”) to the redemption date of May 2, 2005 (the “Redemption
Date”).
The
shares of the Series B Preferred Stock were issued pursuant to the Registrant’s
Articles Supplementary (the “Articles Supplementary”), filed with the State
Department of Assessments and Taxation of the State of Maryland on April 23,
1998. As of March 15, 2005, the Registrant had 2,000,000 shares of the Series B
Preferred Stock issued and outstanding.
Pursuant
to the Articles Supplementary, the Series B Preferred Stock is not convertible
into or exchangeable for any other property or securities of the Registrant. The
Series B Preferred Stock will be automatically redeemed for cash on the
Redemption Date in the amount of the Redemption Price. From and after the
Redemption Date, the Series B Preferred Stock will cease to accrue dividends,
and holders of the Series B Preferred Stock will only have the right to receive
the Redemption Price.
A copy of
a press release discussing the redemption of the Series B Preferred Stock is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
ITEM
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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Exhibit
No.
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Document
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99.1
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Press
Release of Omega Healthcare Investors, Inc., issued on March 15,
2005.
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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 hereunto
duly authorized.
Omega
Healthcare Investors, Inc.
(Registrant)
Date:
March 15, 2005 By:/S/
C. Taylor Pickett
C. Taylor
Pickett
Chief
Executive Officer