8-K: Current report filing
Published on October 25, 2006
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
25, 2006
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
|
38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
(Address
of principal executive offices / Zip Code)
(410)
427-1700
(Registrant’s
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 14d—2(b) under the Exchange Act.
Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange Act.
Item
2.02. Results
of Operations and Financial Condition.
Omega
Healthcare Investors, Inc. (the “Company”) held a conference call with investors
at 11:00 a.m. (Eastern) on Wednesday, October 25, 2006 (during which the Company
provided certain preliminary information regarding the Company’s results of
operations and financial condition for the quarter ended September 30, 2006.
An
excerpt from the conference call providing such information is attached hereto
as Exhibit 99.1 and incorporated herein by reference. Replays of the conference
call will be available at the Company’s website at www.omegahealthcare.com for
at least two weeks. The information presented on the Company’s website is not a
part of this Current Report on Form 8-K.
In
the
conference call, in addition to discussing certain financial measures recognized
under generally accepted accounting principles (“GAAP”), the Company provided
certain non-GAAP financial measures as additional information for investors.
These measures are not in accordance with, or an alternative to, GAAP and may
be
different from measures used by other companies. The Company’s management
believes these non-GAAP measures are important supplemental measures of the
Company’s operating performance. A reconciliation of these non-GAAP measures to
the most directly comparable GAAP measure is included in the supplemental
information attached hereto as Exhibit 99.2.
The
information in this Item 2.02 of this Current Report on Form 8-K and the
exhibits attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item
7.01. Regulation
FD Disclosure.
See
Item
2.02 “Results of Operations and Financial Condition” above and Exhibit 99.1,
which are incorporated herein by reference. The information in this Item 7.01
is
being furnished under Item 7.01 and shall not be deemed to be “filed” for the
purposes of Section 18 of the Exchange Act or incorporated by reference in
any
filing under the Securities Act of the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01. Exhibits.
99.1 Excerpt
from conference call with investors held at 11:00 a.m. (Eastern) on Wednesday,
October 25, 2006.
99.2 Supplemental
information regarding Non-GAAP measures.
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)
Dated:
October 25, 2006 By:
/s/
C. Taylor Pickett
C.
Taylor
Pickett
President
and Chief Executive Officer