S-3D: Automatically effective registration statement for securities issued pursuant to dividend or interest reinvestment plans
Published on December 21, 2007
AS
FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2007
REGISTRATION
NO.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in its charter)
______________
MARYLAND
38-3041398
(State
or other jurisdiction of
incorporation or
organization)
(IRS Employer Identification Number)
______________
9690
Deereco Road, Suite 100
Timonium,
Maryland 21093
(410)
427-1700
(Address,
including zip code and telephone number, including area code,
of
registrant's principal executive offices)
______________
C.
Taylor
Pickett
with copy to:
Chief
Executive
Officer
Eliot W. Robinson, Esq.
Omega
Healthcare Investors,
Inc.
Robert D. Klingler, Esq.
9690
Deereco Road, Suite
100
Powell Goldstein LLP
Timonium,
Maryland
21093
One Atlantic Center, Fourteenth Floor
(410)
427-1700
1201 West Peachtree Street, NW
Atlanta,
Georgia
30309-3488
(404)
572-6600
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
______________
Approximate
date of commencement of
proposed sale to the public: From time to time after the
effective date of this Registration Statement.
______________
If
the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
If
any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If
this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective
amendment filed pursuant to Section 462(c) under the Securities Act, check
the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ]
If
this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant
to
Rule 462(e) under the Securities Act, check the following box. [
]
If
this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction
I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class
of
Securities to Be Registered
|
Amount
to Be Registered(1)
|
Proposed
Maximum Offering Price Per Share(2)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration
Fee(3)
|
|
Common
Stock, $0.10 par value
|
3,326,649
shares
|
$15.60
|
$51,895,724
|
$1,143.38
|
|
(1)
|
This
Registration Statement shall also cover any additional shares of
Common
Stock that become available under Omega Healthcare Investors, Inc.
Dividend Reinvestment and Common Stock Purchase Plan by reason of
any
stock dividend, stock split or other similar
transactions.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) under the Securities Act of 1933. The proposed
maximum offering price per share is based upon the average of the
high and
low prices of Omega Healthcare Investors, Inc. Common Stock in New
York
Stock Exchange transactions on December 17,
2007.
|
|
(3)
|
Pursuant
to Rule 457(p) under the Securities Act of 1933, the currently due
filing
fee of $1,593.20 has been reduced by $449.82 previously paid by Omega
Healthcare Investors, Inc. with respect to $4,203,973 of unsold securities
registered by the registrant on Registration Statement no. 333-132029,
which was filed on February 24,
2006.
|
OMEGA
HEALTHCARE INVESTORS, INC.
PROSPECTUS
DIVIDEND
REINVESTMENT AND
COMMON
STOCK PURCHASE PLAN
3,326,649
shares of common stock
_____________________________________
Please
read this prospectus carefully
and keep it for future reference. If you have any questions about the
Omega Healthcare Investors, Inc. Dividend Reinvestment and Common Stock Purchase
Plan, please call the plan administrator at (800) 519-3111.
Under
the Plan:
|
·
|
If
you are an existing stockholder, you may purchase additional shares
of
common stock by automatically reinvesting all or any part of the
cash
dividends paid on your shares of our common stock, and you may purchase
additional shares of common stock by making optional cash purchases
of
between $50 and $6,250 in any calendar month, for an annual maximum
of
$75,000.
|
|
·
|
If
you are not an existing stockholder, you may make an initial cash
purchase
of common stock of at least $250 with a maximum of
$6,250.
|
|
·
|
We
may sell newly issued shares directly to the administrator or instruct
the
administrator to purchase shares in the open market or privately
negotiated transactions, or elect a combination of these
alternatives.
|
|
·
|
The
purchase price for newly issued shares of common stock purchased
directly
from us will be the market price less a discount ranging from 0%
to 5%,
determined from time to time by us in accordance with the terms of
the
Plan. This discount applies to either optional cash purchases
or reinvested dividends. However, no discount will be available
for common stock purchased in the open market or in privately negotiated
transactions.
|
Our
common stock is listed on the New
York Stock Exchange under the symbol “OHI.”
See
“Risk
Factors” on page 2 for
matters to consider before participating in the Plan or before purchasing shares
of our common stock.
This
prospectus is not an offer to sell
services and is not soliciting an offer to buy securities in any state or
country where the offer or sale is not permitted.
Neither
the Securities and Exchange
Commission nor any state securities commission has approved or disapproved
of
these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
______________________________________________
The
date of this Prospectus is December 21 , 2007.
Table
of Contents
|
Dividend
Reinvestment and Common Stock Purchase Plan
1
|
|
About
This Prospectus
1
|
|
The
Company
2
|
|
Risk
Factors
2
|
|
Where
You Can Find More Information
3
|
|
The
Plan
4
|
|
Certain
Federal Income Tax Consequences Associated with Participating in
the
Plan
17
|
|
Plan
of Distibution
19
|
|
Use
of Proceeds
20
|
|
Indemnification
of Directors and Officers
20
|
|
Legal
Matters
20
|
|
Events
20
|
Dividend
Reinvestment and Common Stock Purchase Plan
We
hereby
offer participation in our Dividend Reinvestment and Common Stock Purchase
Plan,
or the Plan. The Plan is being administered by Computershare Trust Company,
N.A., or the administrator. To enroll in the Plan, a participant must complete
and return an Enrollment Authorization Form to the administrator.
Some
of
the significant features of the Plan include:
|
·
|
If
you are an existing stockholder, you may purchase additional shares
of
common stock by automatically reinvesting all or any part of the
cash
dividends paid on your shares of our common stock. There is no minimum
or
maximum limitation on the amount of dividends you may reinvest in
the
Plan.
|
|
·
|
If
you are an existing stockholder, you may purchase additional shares
of
common stock by making optional cash purchases of between $50 and
$6,250
in any calendar month, for an annual maximum of $75,000. Optional
cash
purchases of our common stock in excess of this maximum may only
be made
pursuant to a written request for waiver and with our prior written
consent.
|
|
·
|
If
you are not an existing stockholder, you may make an initial cash
purchase
of common stock of at least $250 with a maximum of $6,250. Initial
optional cash purchases of our common stock in excess of this maximum
may
only be made pursuant to a written request for waiver and with our
prior
written consent.
|
|
·
|
We
may sell newly issued shares directly to the administrator or instruct
the
administrator to purchase shares in the open market or privately
negotiated transactions, or elect a combination of these
alternatives.
|
|
·
|
You
can purchase shares of our common stock without brokerage fees,
commissions or charges. We will bear the expenses for open market
purchases.
|
|
·
|
The
purchase price for newly issued shares of common stock purchased
directly
from us will be the market price less a discount ranging from 0%
to 5%,
determined from time to time by us in accordance with the terms of
the
Plan. This discount applies to either optional cash purchases or
reinvested dividends. However, no discount will be available for
common
stock purchased in the open market or in privately negotiated
transactions.
|
|
·
|
Beneficial
owners (stockholders whose shares of our common stock are registered
in a
name other than his or her name; for example, in the name of a broker,
bank or nominee) may participate in the Plan by instructing their
brokers,
banks or nominees to reinvest dividends and make optional cash purchases
on their behalf.
|
|
·
|
You
may also make automatic monthly investments by authorizing monthly
automatic deductions from your designated U.S. bank account. You
may make
automatic deductions for as little as $50 per month, after the initial
investment, but in no case for more than $6,250 per
month.
|
Participation
in the Plan is entirely voluntary, and you may terminate your participation
at
any time. Once enrolled, your participation in the Plan will continue unless
you
affirmatively withdraw from the Plan. You may also change your dividend election
at any time. Those holders of our common stock who do not wish to participate
in
the Plan will continue to receive cash dividends in the usual
manner.
About
This Prospectus
This
document is called a prospectus and is part of a registration statement that
we
filed with the SEC relating to the shares of our Common Stock
offered. This prospectus does not include all of the information in
the registration statement. The registration statement containing
this prospectus, including exhibits to the registration statement, provides
additional information about Omega Healthcare Investors Inc., the Plan, and
the
securities offered. The registration statement can be read at the SEC
web site or at the SEC office mentioned under the heading “Where You Can Find
More Information.”
-1-
When
acquiring any securities discussed in this prospectus, you should rely only
on
the information provided in this prospectus, including the information
incorporated by reference. We have not authorized anyone to provide
you with different information. We are not offering the securities in any state
or jurisdiction where the offer is not permitted. You should not assume that
the
information in this prospectus or any document incorporated by reference is
accurate and complete as of any date other than the date on the front cover
page
of those documents.
Unless
otherwise mentioned or unless the context requires otherwise, (i) all references
in this prospectus to “we,” “us,” “our” or similar references mean Omega
Healthcare, Inc., a Maryland corporation, and its subsidiaries, and (ii) all
references in this prospectus to “stock,” “our stock,” “Omega stock,” “your
stock,” “shares,” or “Omega shares” refer to our Common Stock.
The
Company
We
are a
self-administered real estate investment trust, or REIT, investing in
income-producing healthcare facilities, principally long-term care facilities
located in the United States. We provide lease or mortgage financing
to qualified operators of skilled nursing facilities, and, to a lesser-extent,
assisted living and acute care facilities. We have historically
financed investments through borrowings under our revolving credit facilities,
private placements or public offerings of debt or equity securities, the
assumption of secured indebtedness, or a combination of these
methods.
We
were
incorporated in the State of Maryland on March 31, 1992. Our
principal executive offices are located at 9690 Deereco Road, Suite 100,
Timonium, Maryland 21093, and our telephone number is (410)
427-1700.
Risk
Factors
Our
business is subject to significant
risks. You should carefully consider the risks and uncertainties
described in this prospectus and the documents incorporated by reference herein,
including the risks and uncertainties described under the caption “Risk Factors”
including in our Annual Reports on Form 10-K and updated in our Quarterly
Reports on Form 10-Q, which are incorporated in this prospectus. See
“Where You Can Find More Information” below. Before making a decision
to invest, you should carefully consider these risks as well as other
information contained or incorporated by reference into this
prospectus. In addition, you should consult your own financial and
legal advisors before making any investment decisions.
The
risks and uncertainties described
in this prospectus and the documents incorporated by reference herein are not
the only ones facing us. Additional risks and uncertainties that we do not
presently know about or that we currently believe are not material may also
adversely affect our business. If any of the risks and uncertainties
described in this prospectus or the documents incorporated by reference herein
actually occur, our business, financial condition and results of operation
could
be materially and adversely affected. If this were to happen, the
value of our common stock could decline significantly, and you may lose part
or
all of your investment.
The
price of our shares may fluctuate in the interim between your investment
decision and the time of the actual purchase.
You
will not know the price of the
shares you are purchasing under the Plan at the time you authorize the
investment or elect to have your dividends reinvested. The price of
our shares may fluctuate between the time you decided to purchase shares under
the Plan and the time of actual purchase. In addition, during this
time period, you may become aware of additional information that might affect
your investment decision.
If
you instruct the administrator to
sell shares under the Plan, you will not be able to direct the time or price
at
which your shares are sold. The price of our shares may decline
between the time you decide to sell shares and the time of actual
sale.
-2-
Where
You Can Find More Information
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC. Our SEC filings are available to the public over the Internet
at
the SEC’s website at www.sec.gov. The SEC’s website contains reports,
proxy and information statements and other information regarding issuers, such
as us, that file electronically with the SEC. You may also read and
copy any document we file with the SEC at the SEC’s Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. You may also obtain copies of
these documents at prescribed rates by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of
its
Public Reference Room.
We
have
“incorporated by reference” into this Prospectus certain information we have
filed, or will file, with the SEC. The information we incorporate by
reference into this prospectus is an important part of this
prospectus. Any statement in a document we incorporate by reference
into this prospectus will be considered to be modified or superseded to the
extent a statement contained in this prospectus or any other subsequently filed
document that is incorporated by reference into this prospectus modifies or
supersedes that statement. The modified or superseded statement will
not be considered to be a part of this prospectus, except as modified or
superseded.
We
incorporate by reference into this prospectus the information contained in
the
documents listed below, which is considered to be a part of this
prospectus:
|
·
|
our
annual report on Form 10-K for the year ended December 31, 2006,
filed
with the SEC on February 23, 2007;
|
|
·
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our
quarterly report filed on Form 10-Q for the quarter ended March 31,
2007,
filed with the SEC on May 8, 2007;
|
|
·
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our
quarterly report filed on Form 10-Q for the quarter ended June 30,
2007,
filed with the SEC on July 31,
2007;
|
|
·
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our
quarterly report filed on Form 10-Q for the quarter ended September
30,
2007, filed with the SEC on November 5,
2007;
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|
·
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our
current report filed on Form 8-K, filed with the SEC on December
21,
2007;
|
|
·
|
the
description of our common stock contained in our Registration Statement
on
Form 8-A, filed on August 4, 2002, and any amendments or reports
filed for
the purpose of updating that
description;
|
|
·
|
the
description of our Preferred Stock Purchase Rights contained in our
Registration Statement on Form 8-A, filed on May 14, 1999, and any
amendments or reports filed for the purpose of updating that
description.); and
|
|
·
|
future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of
the Securities Exchange Act of 1934 after the date of the initial
filing
of the registration statement of which this prospectus forms a part
but
prior to the termination of the offering of the common
stock.
|
We
will
provide to you, without charge, upon your written or oral request, a copy of
any
or all of the documents that we incorporate by reference, including
exhibits. Please direct questions to us at the following address or
telephone number:
Omega
Healthcare Investors, Inc.
9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
Attn:
Chief Financial Officer
(410)
427-1700
-3-
The
Plan
The
following discussion, in question and answer format, explains the provisions
of
the Plan.
1.
What is the purpose of the Plan?
The
purpose of the Plan is to provide our stockholders and investors with a
convenient and economical way to purchase shares of our common stock and to
reinvest all or a portion of their cash dividends in additional shares of our
common stock. The Plan is designed to promote ownership among stockholders
who
are committed to investing a minimum amount, holding their shares in direct
form
and building share ownership over time. Also, because the shares of common
stock
purchased under the Plan may be acquired directly from us, we may receive
additional equity funds, which will be added to our general funds and will
be
used for general corporate purposes.
2.
Who administers the Plan for the Participants?
Computershare
Trust Company, N.A., referred to in this prospectus as “Computershare” or the
“administrator,” administers the Plan, holds shares of common stock acquired
under the Plan, keeps records, sends statements of activity to participants,
and
performs other duties related to the Plan. Computershare Shareholder Services,
Inc., an affiliate of the administrator, is a transfer agent registered with
the
Securities and Exchange Commission and acts as service agent for the
administrator.
You
may
contact the administrator in any of the following ways:
By
telephone:
Toll
Free: (800) 519-3111
An
automated telephone system is available 24 hours a day, seven days a week.
Customer service representatives are available from 9:00 a.m. to 5:00 p.m.,
Eastern Time, each business day. If you reside outside the United States and
Canada you may contact the administrator at (781) 575-2724.
Telecommunications
device
for
the hearing impaired:
TDD:
(800) 952-9245
Internet:
Unless
you are participating in the Plan through your bank, broker or other nominee,
you can obtain information about your Plan account through the Internet at
the
administrator’s website at www.computershare.com/equiserve. On the website, you
can access your share balance, sell shares, request a stock certificate and
obtain online forms and other information about your Plan account. To gain
access, you will require a password, which is included on your dividend
statement. You may also request your password by calling (800)
519-3111.
In
writing:
Computershare
Attn:
Omega Healthcare Investors, Inc.
Dividend
Reinvestment Plan
P.O.
Box
43081
Providence,
Rhode Island 02940-3881
Please
reference Omega Healthcare Investors, Inc. and your account number in all
correspondence. When corresponding with the administrator, we suggest that
you
give your daytime telephone number and area code.
-4-
3.
What are the advantages of the Plan?
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·
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There
are no fees or brokerage commissions on purchases, and we will bear
the
expenses for open market purchases.
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·
|
Participation
is voluntary and automatic. All or any part of your quarterly stock
dividends may be reinvested.
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·
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The
automatic reinvestment of dividends will enable you to add to your
investment in our company in a timely and systematic
fashion.
|
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·
|
In
addition to being able to reinvest your dividends, if you are an
existing
stockholder, you may purchase additional shares of our common stock
by
making optional cash purchases of between $50 and $6,250 per calendar
month. These optional cash purchases may be made occasionally or
at
regular intervals, subject to the restrictions described above. You
may
make optional cash purchases even if dividends on your shares are
not
being reinvested under the Plan. We may waive the maximum in our
sole
discretion and permit a larger
investment.
|
|
·
|
If
you are not presently one of our stockholders, you may become a
participant in the Plan by making an initial cash investment in our
common
stock of not less than $250 and not more than $6,250. We may waive
this
maximum, in our sole discretion, and permit a larger
investment.
|
|
·
|
The
purchase price for newly issued shares of our common stock purchased
directly from us either through dividend reinvestment or optional
cash
purchases may be issued at a discount from the market price. We will
periodically establish a discount rate ranging from 0% to
5%.
|
|
·
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You
may purchase fractional shares of our common stock under the Plan.
This
means that you may fully invest your dividends and any optional cash
purchases. Dividends will be paid on the fractional shares of our
common
stock which also may be reinvested in additional
shares.
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·
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You
may direct the administrator to transfer, at any time and at no cost to
you, all or a portion of your shares in the Plan to a Plan account
for
another person.
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·
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You
can avoid the need of holding your stock certificates by submitting
them
to the administrator for safekeeping. By depositing your stock
certificates, you do not have to worry about them being lost or stolen.
The shares will be credited to your Plan account in “book-entry”
form.
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·
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You
or any other person that is a holder of record of shares of our common
stock may direct the administrator to sell or transfer all or a portion
of
your shares held in the Plan.
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·
|
You
will receive periodic statements reflecting all current activity
in your
Plan accounts, including purchases, sales and latest balances, to
simplify
your record keeping. You may also view year-to-date activity in your
Plan
account, as well as activity in prior years, by accessing your Plan
account at the administrator’s website at
www.computershare.com/equiserve.
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4.
What are the disadvantages of the Plan?
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·
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Cash
dividends that you reinvest will be treated for federal income tax
purposes as a dividend received by you on the date we pay dividends
and
may create a liability for the payment of income tax without providing
you
with immediate cash to pay this tax when it becomes
due.
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|
·
|
We
may, without giving you prior notice, change our determination as
to
whether the administrator will purchase shares of our common stock
directly from us, in the open market or in privately negotiated
transactions from third parties, which in turn will affect whether
such
shares will be sold to you at a discount. We will not, however, change
our
determination more than once in any three-month period. You will
not know
the actual number of shares purchased in any month on your behalf
under
the Plan until after the applicable investment
date.
|
-5-
|
·
|
You
will have limited control regarding the timing of sales under the
Plan.
Because the administrator will effect sales under the Plan only as
soon as
practicable after it receives instructions from you, you may not
be able
to control the timing of sales as you might for investments made
outside
the Plan.
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|
·
|
The
market price of the shares of our common stock may fluctuate between
the
time the administrator receives an investment instruction and the
time at
which the shares of our common stock are sold. Because purchases
under the
Plan are only made as of the dividend payment date, in the case of
dividends, or the applicable investment date, in the case of optional
cash
purchases, you have no control over the timing of your purchases
under the
Plan.
|
|
·
|
No
discount will be available for shares acquired in the open market
or in
privately negotiated transactions.
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|
·
|
While
a discount from market prices of up to 5% may be established for
a
particular month for shares purchased directly from us, a discount
for one
month will not insure the availability of a discount or the same
discount
in future months. Each month we may, without giving you prior notice,
change or eliminate the discount. Further, in no event may we issue
shares
at a price less than 95% of the market price of our common stock
on the
date of issuance.
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·
|
Shares
deposited in a Plan account may not be pledged until the shares are
withdrawn from the Plan.
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|
·
|
Your
investment in the shares of common stock held in your account is
no
different than a direct investment in shares of our common stock.
You bear
the risk of loss and the benefits of gain from market price changes
for
all of your shares of common stock. Neither we nor the administrator
can
assure you that shares of our common stock purchased under the Plan
will,
at any particular time, be worth more or less than the amount you
paid for
them.
|
5.
Who pays the expenses of the Plan?
We
will
pay all day-to-day costs of the administration of the Plan. You will be charged
a service fee of $15 for each requested sale and a processing fee of $0.12
per
each whole share and fraction sold, which includes the applicable brokerage
commissions the administrator is required to pay. We will pay for all applicable
fees (including any brokerage commissions the administrator is required to
pay)
associated with your purchases under the Plan.
6.
Who is eligible to participate in the Plan?
A
“registered stockholder” (a stockholder whose shares of common stock are
registered in our stock transfer books in his or her name) or a “beneficial
owner” (a stockholder whose shares of common stock are registered in a name
other than his or her name; for example, in the name of a broker, bank or
nominee) may participate in the Plan. In addition, an interested investor that
is not a stockholder may participate in the Plan by making an initial cash
investment of at least $250. For further instructions, please see Question
7
below.
7.
How do I enroll in the Plan?
Registered
Stockholders. After reading our prospectus, if you are a registered
stockholder of our common stock, you may join the Plan by going to the
administrator’s website at www.computershare.com/equiserve, or by completing and
signing an Enrollment Authorization Form and returning it to the
administrator.
Beneficial
Owners. If you are a beneficial owner and wish to join the Plan, you must
contact your bank, broker or other nominee to arrange participation in the
Plan
on your behalf. To facilitate participation by beneficial owners, we have made
arrangements with the administrator to reinvest dividends and accept optional
cash investments under the stock purchase feature of the Plan by registered
stockholders such as brokers, banks and other nominees, on behalf of beneficial
owners.
-6-
Alternatively,
if you are a beneficial owner of our common stock, you may simply request that
the number of shares of our common stock you wish to enroll in the Plan be
re-registered by the bank, broker or other nominee in your own name as record
stockholder. You can then directly participate in the Plan as described above.
You should contact your bank, broker or nominee for information on how to
re-register your shares.
New
Investors. If you do not currently own shares of our common stock, you
may join the Plan in either of the following ways:
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·
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Going
to the administrator’s website at www.computershare.com/equiserve, and
following the instructions provided for opening a Plan account online.
You
will be asked to complete an Online Initial Investment Form and to
submit
an initial optional cash purchase between $250 and $6,250. To make
an
initial optional cash purchase you may authorize a one-time online
bank
debit from your U.S. bank account or you may authorize a minimum
of five
(5) consecutive monthly automatic deductions of at least $50 each
from
your U.S. bank account.
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|
·
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Completing
and signing an Initial Investment Form and submitting an initial
investment in the amount between $250 and $6,250. To make an initial
optional cash purchase in this manner, you may enclose a check, payable
in
U.S. funds and drawn against a U.S. bank, to “Computershare,” or you may
authorize a minimum of five consecutive monthly automatic deductions
of at
least $50 each from your U.S. bank account on the reverse side of
the
Initial Investment Form and follow the instructions
provided.
|
New
investors choosing to make their initial optional cash purchase through
automatic monthly deductions should note that the automatic monthly deductions
will continue indefinitely beyond the initial investment unless the
administrator is notified to discontinue such deductions. Please see Question
12
for further information on optional cash purchases.
Current
Plan
Participants. If you are participating in our current Dividend
Reinvestment and Common Stock Purchase Plan, you will automatically continue
to
be enrolled in the Plan without having to submit a new Enrollment Authorization
Form. Your participation in the Plan will continue unless you affirmatively
withdraw from the Plan. You may also change your dividend election at any
time.
Those
holders of our common stock who do not wish to participate in the Plan will
continue to receive cash dividends in the usual manner.
8.
What does the Enrollment Authorization Form provide?
The
Enrollment Authorization Form appoints the Plan’s administrator as your
administrator for purposes of the Plan and directs the administrator to apply
to
the purchase of additional shares of common stock all of the cash dividends
on
the specified number of shares of our common stock owned by you on the
applicable record date and designated by you to be reinvested through the
Plan.
The
Enrollment Authorization Form also directs the administrator to purchase
additional shares of our common stock with any optional cash purchases that
you
may elect to make. By checking the appropriate box on the Enrollment
Authorization Form, you indicate which features of the Plan you will
use.
Full
Reinvestment
of Dividends. Select this option if you wish to reinvest the dividends on
all our common stock registered in your name in a certificate form as well
as on
all common stock credited to your Plan account. Selecting this alternative
also
permits you to make monthly optional cash purchases; however, you must still
comply with the other requirements for making optional cash
investments.
Partial
Reinvestment of Dividends. Select this option if you wish to receive cash
dividends on the number of shares that you designate from those credited to
your
Plan account and those registered in your name in a certificate form. The
administrator will apply the dividends paid on any remaining shares to the
purchase of additional shares of our common stock, which will then be credited
to your Plan account. Selecting this alternative also allows you to make monthly
optional cash purchases; however, you must still comply with the other
requirements for making optional cash purchases.
-7-
All
Cash (No
Dividend Reinvestment). Select this option if you do not wish to have the
cash dividends paid on the shares credited to your Plan account and those
registered in your name in a certificate form be reinvested, but rather sent
to
you by check or through direct deposit to your U.S. bank account. Selecting
this
alternative still allows you to make monthly optional cash purchases; however,
you must still comply with the other requirements for making optional cash
purchases.
9.
How can I change my method of participation or discontinue dividend
reinvestment?
You
may
change your method of participation at any time by:
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·
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accessing
your Plan account through the Internet at the administrator’s website at
www.computershare.com/equiserve;
|
|
·
|
calling
the administrator at (800)
519-3111;
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·
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submitting
a newly executed Enrollment Authorization Form to the administrator;
or
|
|
·
|
writing
to the administrator at the address listed in Question
2.
|
If
you do
not make an election on your Enrollment Authorization Form, the administrator
will reinvest all dividends paid on your shares. Any change in the number of
shares with respect to which the administrator is authorized to reinvest
dividends must be received by the administrator prior to the record date for
a
dividend to permit the new number of shares to apply to that dividend. For
each
method of dividend reinvestment, cash dividends will be reinvested on all shares
other than those designated for payment of cash dividends in the manner
specified above until you specify otherwise or withdraw from the Plan
altogether, or until the Plan is terminated.
You
may
discontinue reinvestment of cash dividends under the Plan at any time by
accessing your Plan account through the Internet at the administrator’s website
at www.computershare.com/equiserve, by calling the administrator at (800)
519-3111, or by written notice to the administrator at the address listed in
Question 2.
If
a
notice to discontinue is received by the administrator after the dividend record
date for a dividend payment, the administrator in its sole discretion may either
pay such dividend in cash or reinvest it in shares on behalf of the
discontinuing Plan participant. If such dividend is reinvested, the
administrator may sell the shares purchased less any fees and any applicable
costs of sales. After processing your request to discontinue dividend
reinvestment, any shares credited to your Plan account will continue to be
held
in “book-entry” form. Dividends on any shares held in “book-entry” form and any
shares held in certificated form will be paid in cash.
10.
When will my participation in the Plan begin?
Your
participation in the dividend reinvestment portion of the Plan will commence
on
the next date we pay dividends, provided the administrator receives your
Enrollment Authorization Form on or before the record date for the payment
of
the dividend.
Your
participation in the optional cash purchase portion of the Plan will commence
on
the next investment date, which will be the 15th calendar day of the month
(unless there are no trades of our common stock reported on the NYSE on the
15th
calendar day, in which case the investment date will be the next trading day
following the 15th calendar day of that month in which trades of our common
stock are reported on the NYSE), provided that sufficient funds to be invested
are received on or before the business day immediately prior to the investment
date. Should the funds to be invested arrive after the applicable optional
cash
investment due date, those funds will be held without interest until they can
be
invested on the next investment date unless you request a refund from the
administrator.
Once
enrolled, you will remain enrolled until you discontinue participation or until
we terminate the Plan.
-8-
11.
How many shares may be purchased by a participant during any month or
year?
Reinvested
dividends are not subject to any minimum or maximum limits.
Optional
cash purchases are subject to a minimum investment of $50 and a maximum
investment of $6,250 in any calendar month.
Initial
optional cash purchases by investors that are not yet one of our stockholders
are subject to a minimum of $250 and a maximum of $6,250 in any calendar
month.
The
maximum for optional cash purchases may be waived by us in our sole and absolute
discretion. You may request a waiver of such maximum by submitting a request
for
waiver which we must receive at least five business days prior to the applicable
pricing period. The “pricing period” is the period of time encompassing the ten
consecutive trading days ending on the last trading day preceding the investment
date of each month as described in Question 18.
Optional
cash purchase amounts of less than $50, or $250 in the case of an initial
optional cash purchase by a non-stockholder, and, unless the maximum is waived,
any optional cash purchases that exceed the maximum of $6,250 per calendar
month, will be returned to you without interest.
12.
How are optional cash purchases made?
Optional
cash purchases allow you to purchase more shares than you could purchase just
by
reinvesting dividends. You can buy shares of our common stock each month with
optional cash investments after you have enrolled in the Plan as described
in
Question 7 above. The administrator will use your funds to purchase common
stock
for your Plan account on the next investment date after it receives your cash
payment. If the administrator does not receive your funds at least one business
day prior to the next investment date, the administrator will not invest your
funds on the next investment date but will hold your funds for investment on
the
next subsequent investment date.
You
can
make optional cash purchases even if you have not chosen to reinvest your cash
dividends on any shares held by you. If you choose to make only optional cash
purchases, we will continue to pay cash dividends when and as declared on any
shares of our common stock registered in your name in a certificate form and
those shares credited to your Plan account.
Investment
by
One-Time Online Bank Debit. At any time, you may make an optional cash
purchase within the Plan limits by going to the administrator’s website at
www.computershare.com/equiserve, and authorizing a one-time online bank debit
from your U.S. bank account. One-time online optional cash purchase funds will
be held by the administrator for three business days before such funds are
invested. Please refer to the online confirmation for your bank account debit
date and investment date.
Investment
by
Check. You may make your first optional cash purchase when you enroll by
enclosing a check with the Enrollment Authorization Form. You may also make
an
optional cash purchase within the Plan limits by completing the Cash Investment
Form attached to your Plan account statement. Checks should be made payable
to
“Computershare” in U.S. funds and drawn on a U.S. bank. It is also important to
indicate your Plan account number on your check. Do not send cash, traveler’s
checks, money orders, or third party checks for optional cash
investments.
Automatic
Monthly
Investments. You may also make optional cash purchases each month, within
the Plan limits, by instructing the administrator to arrange for automatic
monthly deductions from your designated U.S. bank account.
Automatic
monthly investments may be authorized through the Internet at the
administrator’s website at www.computershare.com/equiserve, or by completing an
Automatic Monthly Investment Form and returning it to the administrator. It
takes approximately four to six weeks from the time the administrator receives
your authorization until your first deduction occurs.
-9-
Once
you
begin making automatic monthly investments, the administrator will draw funds
from your designated account three business days before the next investment
date
of each month and will purchase shares of common stock on that investment date.
Automatic monthly investments will continue at the level you set until you
instruct the administrator otherwise. You can change or stop automatic monthly
investments by accessing your Plan account through the Internet at the
administrator’s website, www.computershare.com/equiserve, by calling the
administrator at (800) 519-3111, by completing and returning a new Automatic
Monthly Investment Form or giving written instructions to the administrator.
If
you wish to stop automatic monthly investments, or to change the dollar amount
to be withdrawn, your request must be received at least seven business days
prior to the next debit date.
If
the
administrator is unable to process your optional cash purchase(s) within 35
days, the administrator will return the funds to you by check. No interest
will
be paid on funds held by the administrator pending investment.
If
any
optional cash purchase is returned unpaid, whether the investment was made
by
check or by an attempted automatic withdrawal from your U.S. bank account,
the
administrator may consider the request for the investment of such money null
and
void and may immediately remove from your account shares of common stock
purchased. The administrator may sell those shares to satisfy any uncollected
amount and a $25 returned funds fee. By enrolling in the Plan, you authorize
the
administrator to deduct this fee by selling the shares from your Plan account.
If the proceeds from the sale of the common stock do not satisfy the service
and
processing fees, uncollected balance and returned funds fee, the administrator
may sell additional shares from your Plan account to satisfy such
fees.
13.
How do I get a refund of an optional cash purchase if I change my
mind?
You
may
obtain a refund of any optional cash purchase payment not yet invested by
calling the administrator at (800) 519-3111 and requesting a refund of your
payment. The administrator must receive your request for a refund not later
than
two business days prior to the next investment date. If the administrator
receives your request later than the specified date, your cash purchase payment
will be applied to the purchase of shares of common stock.
14.
Will I be paid interest on funds held for optional cash purchases prior to
investment?
You
will
not be paid interest on funds you send to the administrator for optional cash
purchases. Consequently, we strongly suggest that you deliver funds to the
administrator to be used for investment in optional cash purchases shortly
prior
to but not after the applicable optional cash investment due date so that they
are not held over to the following investment date. If you have any questions
regarding the applicable investment dates or the dates as of which funds should
be delivered to the administrator, you should contact the administrator through
the Internet, by telephone or in writing at the address and telephone numbers
specified in Question 2 above.
You
should be aware that because investments under the Plan are made as of specified
dates, you may lose any advantage that you otherwise might have from being
able
to control the timing of an investment. Neither we nor the administrator can
assure you a profit or protect you against a loss on shares of common stock
purchased under the Plan.
15.
When will shares be purchased under the Plan?
The
administrator will credit shares of our common stock purchased with reinvested
dividends to your account on the applicable “investment date” for the fiscal
quarter in which the purchase is made. The administrator will credit shares
to
your Plan account for optional cash purchases on the next “investment date”
after the administrator receives your cash payment.
The
investment date is the date on which shares of our common stock are purchased
with reinvested dividends, initial and optional cash investments of up to $6,250
and in excess of $6,250.
If
you
are reinvesting dividends declared on our common stock, the investment date
is
the date of payment of quarterly dividends on our common stock, or the dividend
payment date, provided that if no trades of our common stock are reported on
the
NYSE on the date we pay dividends, or the trading day, the administrator shall
apply such reinvested dividends on the next trading day on which there are
trades of our common stock reported on the NYSE. The record date associated
with
a particular dividend distribution is referred to in this prospectus as a
“dividend record date.”
-10-
It
is our
policy to declare quarterly distributions to the holders of common stock so
as
to comply with applicable sections of the Internal Revenue Code governing REITs.
Subject to the foregoing, future dividends will be determined in light of our
earnings, financial condition and other relevant factors.
For
initial and optional cash purchases, both within the Plan limits and pursuant
to
an approved request for waiver, the monthly investment date is the 15th day
of
the calendar month (unless the 15th calendar day is not a trading day, in which
case the investment date will be the first trading day following the 15th
calendar day of that month).
16.
How are shares purchased under the Plan?
The
administrator may purchase shares from (i) the open market or in privately
negotiated transactions, (ii) our authorized but unissued shares of our common
stock, or (iii) a combination of both. There is no limit on the number of shares
that the administrator may purchase in the open market or pursuant to privately
negotiated purchases.
However,
shares of common stock purchased by the administrator for initial and optional
cash purchases made above the $6,250 maximum limit with our permission will
be
acquired only from newly issued common stock and may not be acquired from open
market purchases or privately negotiated transactions. See Question
17.
Because
we presently expect to continue the Plan indefinitely, we may authorize
additional shares from time to time as necessary for purposes of the
Plan.
17.
At what price will shares be purchased?
The
purchase price for shares of our common stock under the Plan depends on how
you
purchase the shares and on whether we issue new shares to you or the Plan
obtains your shares by purchasing them in the open market or through privately
negotiated transactions.
Reinvested
dividends and/or optional cash purchases under the maximum thresholds of $6,250.
The purchase price for each share of common stock acquired through the Plan
by
the reinvestment of dividends and/or optional cash purchases of $6,250 or less
per month will be equal to:
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·
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in
the case of newly issued shares of common stock, the average of the
high
and low NYSE prices on the applicable investment date on which we
declare
dividends and/or make optional cash purchases of $6,250 or less per
month
less a discount ranging from 0% to 5%, provided that if no trades
of our
common stock are reported on the NYSE on the applicable investment
date,
the administrator shall apply the reinvested dividends and/or optional
cash purchases of $6,250 or less per month on the next trading day
on
which there are trades of our common stock reported on the NYSE;
or
|
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·
|
in
the case of open market or privately negotiated transactions, the
weighted
average of the purchase price of all shares purchased by the administrator
for the Plan with reinvested dividends and/or optional cash purchases
of
$6,250 or less per month on the applicable investment date. Discounts
are
not available when shares are purchased from persons other than
us.
|
All
shares purchased under the Plan through open market purchases will be acquired
as soon as practicable, beginning on the investment date and will be completed
no later than 30 days from such date for reinvestment of dividends and 35 days
from such date for optional cash investments, except where completion at a
later
date is necessary or advisable under any applicable federal securities laws.
Such purchases may be made on any securities exchange where such shares are
traded, in the over-the-counter-market or in negotiated transactions and may
be
subject to such terms with respect to price, delivery, etc. to which the
administrator may agree. Neither we nor the Plan participant shall have any
authority or power to direct the time or price at which shares may be purchased,
or the selection of the broker or dealer through or from whom purchases are
to
be made.
-11-
Optional
cash purchases made above the $6,250 per month maximum limit with our
permission. If we elect to allow you to purchase in excess of $6,250 in any
calendar month, the price will be equal to the average of the daily high and
low
NYSE prices for each of the 10 trading days immediately preceding the applicable
investment date, or the daily average price, less a discount ranging from 0% to
5%.
All
shares of common stock purchased in excess of the maximum limit will be newly
issued, and no shares will be acquired in open market purchases or in privately
negotiated transactions. Purchases made in excess of the maximum limit may
be
subject to a minimum price as described below. To obtain specific information
for a specific investment date, please call us at (410) 427-1700 or visit our
website at www.omegahealthcare.com.
Threshold
Price. We may establish a minimum or “threshold” price for optional cash
purchases made with requests for waiver for any pricing period. For some pricing
period’s dates, we may not establish a threshold price. At least three trading
days before the first day of a pricing period we will determine whether a
threshold price will be in effect, and if so, its amount. If we establish a
threshold price, it will be stated as a dollar amount that the purchase price
for the shares of our common stock must equal or exceed. If the price of our
common stock is less than the threshold price on any trading day during the
pricing period, or if no trades of our common stock are reported on the NYSE,
then we will exclude that day and the trading prices for that day from the
calculation of the purchase price. For example, if the minimum price is not
satisfied for three of the ten days in a pricing period, then the purchase
price
will be based on the remaining seven days when the minimum price is satisfied.
For each day during the pricing period that the minimum price is not satisfied,
we will return one tenth (1/10) of each optional cash purchase made with a
request for waiver to you by check, without interest, as soon as practicable
after the applicable investment date. The establishment of a threshold price
and
the possible return of a portion of the optional cash purchase applies only
to
optional cash purchases made pursuant to a request for waiver.
Setting
a
threshold price for a pricing period shall not affect the setting of a threshold
price for any subsequent pricing period. For any particular month, we reserve
the right whether or not to set a threshold price. Neither we nor the
administrator shall be required to provide any written notice to participants
as
to the threshold price for any pricing period. Participants may however
ascertain whether a threshold price has been set or not set for any given
pricing period by telephoning us at (410) 427-1700 or visiting our website
at
www.omegahealthcare.com.
Maximum
discount
applicable to all dividend reinvestments and optional cash purchases.
Whether you are reinvesting dividends or making optional cash purchases, you
may
not purchase shares of our common stock on any particular trading day (whether
such shares are newly issued shares or purchased by the administrator in open
market or privately negotiated transactions) for an amount, less any brokerage
commissions, trading fees and any other costs of purchase paid by us, which
is
less than 95% of the average of the high and low NYSE prices on that particular
trading day. In the event that shares would be purchased for an amount, less
any
brokerage commissions, trading fees and other costs, which is below 95% of
this
average, your purchase price, less any brokerage commissions, trading fees
and
other costs, will equal 95% of the average of the high and low NYSE prices
on
that day.
18.
How do I request a waiver of the purchase limitation?
You
may
make optional cash purchases in excess of $6,250 during any calendar month
only
pursuant to a request for waiver approved by us in our sole and absolute
discretion. To obtain a Request for Waiver Form, you should contact us at (410)
427-1700. Completed Requests for Waiver Forms can be sent to us by facsimile
at
(410) 427-8822, Attention: Chief Financial Officer, by 2:00 p.m., Eastern Time,
or mailed to us at Omega Healthcare Investors Inc., 9690 Deereco Road, Suite
100, Timonium, MD 21093, Attention: Chief Financial Officer. We must receive
your request at least five business days before the start of the ten-day pricing
period for the applicable investment date. We will promptly notify you as to
whether we approved your request and the amount of your request that we
approved. If your request is approved, you a must send the administrator a
copy
of our Form of Approval, together with your optional cash purchase in good
funds
no later than 2:00 p.m., Eastern Time, on the business day before the first
day
of the pricing period for the next applicable investment date. To obtain
specific information for a specific investment date, please call us at (410)
427-1700 or visit our website at www.omegahealthcare.com.
-12-
In
the
event that your request for waiver is not received by us on a timely basis,
the
waiver will not be approved for that investment date and your optional cash
purchase will be limited to $6,250 for that investment date. If your request
for
a waiver is not timely, or if we deny your request for a waiver, the
administrator will refund the entire amount submitted without interest thereon.
We have sole and absolute discretion to grant any approval for optional cash
purchases in excess of the allowable maximum amounts.
In
deciding whether to approve or deny a request for waiver, we will consider
each
request on a case-by-case basis and consider various relevant factors,
including, but not limited to:
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our
need for additional funds;
|
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·
|
the
attractiveness of obtaining the additional funds through the sale
of
common stock as compared to other sources of
funds;
|
|
·
|
the
purchase price likely to apply to any sale of common
stock;
|
|
·
|
the
participant submitting the request, including the extent and nature
of
such participant’s prior participation in the Plan, and the number of
shares of our common stock held of record and/or beneficially by
such
participant; and
|
|
·
|
the
aggregate amount, if any, of optional cash purchases for which requests
for waiver have been submitted by all
participants.
|
If
requests for waiver are submitted for any investment date for an aggregate
amount in excess of the amount we are then willing to accept, we may honor
those
requests by any method that we determine to be appropriate. With regard to
optional cash purchases made pursuant to a request for waiver, the Plan does
not
provide for a predetermined maximum limit on the amount that you may invest
or
on the number of shares that may be purchased. We reserve the right to modify,
suspend or terminate participation in the Plan by otherwise eligible holders
or
beneficial owners of our common stock for any reason whatsoever including,
without limitation, the elimination of practices that are not consistent with
the purposes of the Plan.
The
Plan
may also be used by us to raise additional capital through the sale each month
of a portion of the shares available for issuance under the Plan to owners
(including brokers or dealers) who in connection with any resales of such
shares, may be deemed to be underwriters. These sales will be effected through
our ability to approve requests for waiver. To the extent shares are purchased
from us under the Plan, we will receive additional funds for general corporate
purposes. The Plan is intended for the benefit of investors in our common stock
and not for individuals or investors who engage in transactions which may cause
aberrations in the price or trading volume of our common stock. See the section
entitled “Plan of Distribution” below.
19.
How and when will we determine whether shares of common stock will be newly
issued or purchased in the market, and how and when will we establish a
discount?
We
may,
without prior notice to you, change our determination as to whether common
stock
will be purchased by the administrator directly from us, in the open market
or
in privately negotiated transactions from third parties or in a combination
of
both, in connection with the purchase of shares of common stock from reinvested
dividends or from optional cash purchases. We will not, however, change our
determination more than once in any three-month period.
We
may,
in our sole discretion, establish a discount of 0% to 5% from the current market
price for shares of our common stock purchased through the Plan. This discount
may apply to reinvested dividends, initial optional cash purchases, optional
cash purchases or any combination thereof as we may determine from time to
time.
If we elect to offer a discount, we will fix the discount at least three
business days before the investment date with respect to dividend reinvestments,
initial optional cash purchases and optional cash purchases within the Plan
limits. The discount rate, if any, on optional cash investments pursuant to
a
request for waiver will be announced at least three business days before the
first day of the pricing period. Such discounts may vary each month and may
not
apply uniformly to all purchases made pursuant to the Plan for that month.
The
discount will be established at our sole discretion after a review of current
market conditions, the level of participation in the Plan, and current and
projected capital needs. You may obtain the discount, if any, applicable to
the
next investment date by calling the administrator at (800) 519-3111 or us at
(410) 427-1700. You may also visit our website at
www.omegahealthcare.com.
-13-
While
a
discount from market prices of up to 5% may be established, the discount is
subject to change from time to time and is also subject to discontinuance at
our
discretion at any time. We will not offer a discount for common stock purchased
in the open market or in privately negotiated transactions.
20.
Will certificates be issued for share purchases?
The
administrator will not issue certificates for shares that you purchase under
the
Plan. Your account statement will show the number of shares credited to your
Plan account in “book-entry” form. This service protects against the loss,
theft, or destruction of certificates evidencing shares. However, you may at
any
time request that the administrator issue a certificate for any whole number
of
shares of common stock, up to the number of whole shares credited to your Plan
account. You can request a certificate for some or all of your shares by
accessing your Plan account through the Internet at the administrator’s website
at www.computershare.com/equiserve, by calling the administrator at (800)
519-3111, or by writing to the administrator at the address listed in Question
2
above. The administrator will not issue certificates for fractional shares
of
common stock under any circumstances. If you request a certificate for all
shares credited to your Plan account, a certificate will be issued for the
whole
shares and a cash payment will be made for any remaining fractional share.
That
cash payment will be based upon the then-current market value of the shares,
less any applicable fees.
Receiving
a portion of your shares in a certificate form from your Plan account does
not
affect your dividend reinvestment option. For example, if you authorized full
dividend reinvestment, cash dividends with respect to the shares issued in
certificate form will continue to be reinvested. However, if you withdraw all
of
your whole and fractional shares from your Plan account, your participation
in
the Plan will be terminated and any future dividends will be paid by check
or
direct deposit to your bank account.
21.
What if I have more than one Plan account?
For
purposes of the limitations discussed in this prospectus, we may aggregate
all
optional cash purchases for you if you have more than one Plan account which
uses the same social security or taxpayer identification number. If you are
unable to supply a social security or taxpayer identification number, your
participation may be limited by us to only one Plan account. Also for the
purpose of these limitations, all Plan accounts that we believe to be under
common control or management or to have common beneficial ownership may be
aggregated. Unless we have determined that reinvestment of dividends and
optional cash purchases for each Plan account would be consistent with the
purposes of the Plan, we will have the right to aggregate all of these accounts
and to return, without interest, any amounts in excess of the investment
limitations.
22.
May I add shares of common stock to my Plan account by depositing stock
certificates that I possess?
You
may
send to the Plan for safekeeping all common stock certificates which you hold.
The safekeeping of shares offers the advantage of protection against loss,
theft
or destruction of certificates as well as convenience if and when shares are
sold through the Plan. All shares represented by certificates will be kept
for
safekeeping and credited to your Plan account in “book-entry” form and combined
with any full and fractional shares then held by the Plan for you. If you wish
to deposit your certificates of our common stock, you must mail them along
with
a request to the administrator to hold your certificates for safekeeping. The
certificates should not be endorsed. Any certificates sent to the administrator
should be sent registered mail or certified mail, return receipt requested,
and
properly insured, as you bear the risk for certificates lost or stolen in
transit. You may mail certificates to the administrator at the address provided
in Question 2 above.
The
administrator will promptly send you a statement confirming each deposit of
your
common stock certificates. When necessary, you can simply request that
certificates be issued as your needs require.
-14-
23.
How do I sell shares of common stock in my Plan account?
You
may
sell some or all of your shares in your Plan account (including shares deposited
by you with the administrator for safekeeping) by accessing your Plan account
through the Internet at the administrator’s website at
www.computershare.com/equiserve, by calling the administrator at (800) 519-3111
or by writing to the administrator at the address listed in Question 2 above.
You will be charged a service fee of $15 for each requested sale and a
processing fee of $0.12 per each whole share and fraction sold, which includes
the applicable brokerage commissions the administrator is required to pay.
The
fees will be deducted from the proceeds of the sale. Shares you sell in this
manner will be aggregated with those of other participants for whom the
administrator is also selling shares on the same date. The administrator will
process all sale orders on the day the administrator receives them, provided
that the instructions are received before 1:00 p.m., Eastern time, on a business
day during which the administrator and the NYSE are open for business. If your
sale instructions are received after 1:00 p.m., Eastern Time, on a business
day
on which the administrator and the NYSE are open for business, the sale order
will be processed on the following business day. The sale price for shares
sold
will be the market price received from the sale of such shares. Your sales
proceeds would then be remitted to you by check.
You
will
not earn interest on funds generated from the sale of shares for the time period
between the date of sale and the date on which you receive your check. The
administrator reserves the right to designate a broker to sell shares on the
open market. All sale requests having an anticipated market value of $100,000
or
more must be submitted in written form. In addition, all sale requests within
30
days of an address change to your account must be submitted in written
form.
Neither
we nor any Plan participant has the authority or power to control the timing,
pricing, or the selection of a broker of any shares sold. Therefore, you will
not be able to precisely time your sales through the Plan, and you will bear
the
market risk associated with fluctuations in the price of our common stock.
That
is, if you send in a request for a sale, it is possible that the market price
of
our common stock could increase or decrease before the sale is completed. If
you
prefer to have control over the exact price and timing of your sale, you may
request through the Internet, by telephone or in writing that the administrator
issue to you a certificate for any or all of the whole shares in your Plan
account, and thereafter, you can conduct the transaction through a broker-dealer
of your choice.
Instructions
sent to the administrator to sell shares are binding on all participants and
may
not be rescinded.
24.
How may I transfer all or a part of my shares held in the Plan to another
person?
You
may
transfer ownership of all or part of your shares held in the Plan through gift,
private sale or otherwise, by mailing to the administrator at the address
provided in Question 2 above a properly executed stock power, along with a
letter with specific instructions regarding the transfer and a Substitute Form
W-9 (Certification of Taxpayer Identification Number) completed by the
transferee. Requests for transfer of shares held in the Plan are subject to
the
same requirements as the transfer of common stock certificates, including the
requirement of a medallion signature guarantee on the stock power. The
administrator will provide you with the appropriate forms upon request. If
you
have any stock certificates bearing a restrictive legend in your Plan account,
the administrator will comply with the provisions of the restrictive legend
before effecting a sale or transfer of the restricted shares. All transfers
will
be subject to the limitations on ownership and transfer provided in our charter
which are summarized below in the section entitled “Restrictions on Ownership of
Shares” and which are incorporated into this prospectus by reference. If you
have any questions regarding transfer requirements for shares in your Plan
account, please contact the administrator as specified in Question 2
above.
25.
What reports will be sent to participants in the Plan?
You
will
receive a statement whenever there is activity affecting your Plan account.
The
statement will confirm each transaction, such as any purchase, sale, transfer,
certificate deposit, certificate issuance, or dividend reinvestment. Statements
will be sent promptly following each transaction. These statements are a record
of your Plan account activity showing your cumulative share position and the
prices for your purchases and sales of shares under the Plan. The statements
will also show the amount of dividends reinvested (if applicable) and any
applicable fees charged for your respective transactions during that period.
You
should retain these statements for tax purposes.
-15-
The
final
statement for each year will show all pertinent information for that calendar
year, including tax-related information. The administrator may charge you a
fee
for additional copies of your account statements.
You
may
also view year-to-date transaction activity in your Plan account for the current
year, as well as activity in prior years, by accessing your Plan account at
the
administrator’s website at www.computershare.com/equiserve.
The
administrator will also send you copies of each prospectus and any amendments
or
supplements to the prospectus describing the Plan. We will also send you the
same information that we send to other stockholders, including annual reports,
notices of stockholders’ meetings, proxy statements, and income tax reporting
information.
Any
participant that participates in the Plan through a broker, bank or nominee,
should contact that party for similar statements or material.
26.
What happens if we issue a stock dividend or subscription rights, declare a
stock split or make any other distribution in respect of shares of our common
stock?
All
split
shares, stock dividends, or any other distribution of our common stock on shares
credited to your Plan account and/or on shares held by you in the form of stock
certificates will be credited to your Plan account with the appropriate number
of shares of our common stock on the payment date. In the event that we make
available to the holders of our common stock subscription rights to purchase
additional shares of common stock, the administrator will sell the rights
accruing to all shares held by the administrator for participants and apply
the
net proceeds of the sale to the purchase of common stock with the next monthly
optional cash purchase.
27.
May shares in my account be pledged?
You
may
not pledge shares credited to your or any other participant’s account and any
purported pledge will be void. If you wish to pledge shares, those shares must
be withdrawn from the Plan.
28.
Will I be able to vote my shares of common stock held in the Plan?
Whole
shares held in a Plan account may be voted in person or by the proxy sent to
you. Fractions of shares may not be voted.
If
you
return your proxy properly signed and marked for voting, all the shares covered
by the proxy - those registered in your name and/or those credited to your
account under the Plan - will be voted as marked. If the proxy is returned
properly signed but without indicating instructions as to the manner in which
your shares are to be voted with respect to any item thereon, the shares will
be
voted in accordance with the recommendations of our board of directors. If
your
proxy is not returned, or if it is returned unexecuted or improperly executed,
your shares will be voted only if you attend the meeting and vote in
person.
29.
What are the federal income tax consequences of participating in the
Plan?
If
you
reinvest dividends, you will still be treated for federal income tax purposes
as
having received a dividend on the dividend payment date. By reinvesting
dividends you will be liable for the payment of income tax on the dividends
despite not receiving immediate cash dividends to satisfy the tax liability.
In
addition, for reinvested dividends and optional cash purchases, you will be
generally treated as having received a constructive distribution, which may
give
rise to additional tax liability to the extent we pay brokerage commissions
on
your behalf or purchase shares at a discount. See the section entitled “Certain
Federal Income Tax Consequences Associated with Participating in the Plan”
below.
-16-
30.
Are there any limitations of liability for the company or the
administrator?
Neither
we nor the administrator (nor any of our or its respective agents,
representatives, employees, officers, directors, or subcontractors) will be
liable in administering the Plan for any act done in good faith nor for any
good
faith omission to act, including, without limitation, any claim of liability
arising from failure to terminate your Plan account upon your death prior to
receipt of notice in writing of such death, with respect to the prices or times
at which shares are purchased or sold for you or fluctuations in the market
value of common stock. You should recognize that the prices of shares purchased
under the Plan will be determined by, and subject to, market conditions, and
neither we nor the administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
31.
May the Plan be changed or terminated?
We
may
amend, modify, suspend or terminate the Plan at any time. You will be notified
by the administrator in writing of any substantial modifications made to the
Plan. Any amendment may include an appointment by the administrator in its
place
of a successor administrator under the terms and conditions set forth herein,
in
which event we are authorized to pay the successor for the account of each
participant, all dividends and distributions payable on common stock held by
the
participant under the Plan for application by the successor as provided herein.
Notwithstanding the foregoing, this action will not have any retroactive effect
that would prejudice your interests.
Any
amendment, suspension, modification or termination of the Plan will not affect
your rights as a stockholder in any way, and any “book-entry” shares you own
will continue to be credited to your account with the administrator unless
you
specifically request otherwise.
If
your
Plan account balance falls below one full share, the administrator reserves
the
right to liquidate your Plan account and remit the proceeds, less any applicable
fees, to you at your address of record and to terminate your participation
in
the Plan.
32.
What law governs the Plan?
The
Plan
is governed by the laws of the State of Maryland.
Certain
Federal Income Tax Consequences Associated with Participating in the
Plan
Dividends
you receive on shares of our
common stock that you hold in the Plan and which are reinvested in newly issued
shares will be treated for federal income tax purposes as a taxable stock
distribution to you. Accordingly, you will receive taxable dividend income
in an
amount equal to the fair market value of the shares of our common stock that
you
receive on the date we pay dividends to the extent we have current or
accumulated earnings and profits for federal income tax purposes. We intend
to
take the position that the fair market value of the newly issued shares
purchased with reinvested dividends equals the average of the high and low
NYSE
prices of our common stock on the related date we pay dividends. The treatment
described above will apply to you whether or not the shares are purchased at
a
discount. On the other hand, dividends you receive on shares of our common
stock
that you hold in the Plan, which are reinvested in shares of our common stock
purchased by the administrator in the open market or in privately negotiated
transactions, will be treated for federal income tax purposes as a taxable
cash
distribution to you in an amount equal to the purchase price of such shares
to
the extent that we have current or accumulated earnings and profits for federal
income tax purposes. The portion of a distribution you receive that is in excess
of our current and accumulated earnings and profits will not be taxable to
you
if this portion of the distribution does not exceed the adjusted tax basis
of
your shares. However, you will be required to reduce the basis in
your existing shares by the amount of such excess. If a portion of
your distribution exceeds the adjusted tax basis of your shares, that portion
of
your distribution will be taxable as a capital gain. If we properly designate
a
portion of your distribution as a capital gain dividend, then that portion
will
be reportable as a capital gain. Capital gains will be taxed to you at a 15%
or
25% income tax rate, depending on the tax characteristics of the assets which
produced such gains, and on certain other designations, if any, that we may
make.
-17-
The
Internal Revenue Service has
indicated in somewhat similar situations that a participant who participates
in
the dividend reinvestment portion of the Plan and makes an optional cash
purchase of common stock under the Plan will be treated as having received
a
distribution equal to the excess, if any, of the fair market value on the
investment date of the common shares over the amount of the optional cash
payment made by the participant. The fair market value will equal the average
of
the high and low NYSE prices of our common stock on the applicable investment
date. Any distributions which the participant is treated as receiving, including
the discount, would be taxable income or gain or would reduce his or her basis
in common stock, or some combination thereof, under the rules described
above.
Under
the Plan, we will bear any
trading fees or brokerage commissions related to the acquisition of, but not
the
sale of, shares of our common stock. Brokerage commissions paid by a corporation
with respect to open market purchases on behalf of participants in a dividend
reinvestment plan or pursuant to the optional cash purchase features of a plan
are generally treated as constructive distributions to the participants, and
the
payment of these fees or commissions is generally subject to income tax in
the
same manner as distributions and includable in the participant’s cost basis of
the shares purchased. Accordingly, to the extent that we pay brokerage
commissions with respect to any open market or privately negotiated purchases
made with reinvested dividends or optional cash purchases by the administrator,
participants will generally be treated as receiving their proportionate amount
of the commissions as distributions in addition to the amounts described
above.
Your
tax basis in your shares of common
stock acquired under the dividend reinvestment features of the Plan will
generally equal the total amount of distributions you are treated as receiving,
as described above. Your tax basis in your shares of common stock acquired
through an optional cash purchase under the Plan will generally equal the total
amount of distributions you are treated as receiving, as described above, plus
the amount of the optional cash payment. Your holding period for the shares
of
our common stock acquired under the Plan will begin on the day following the
date such shares were purchased for your Plan account. Consequently, shares
of
our common stock purchased in different quarters will have different holding
periods.
You
will not realize any gain or loss
when you receive certificates for whole shares of our common stock credited
to
your account, either upon your request, when you withdraw from the Plan or
if
the Plan terminates. However, you will recognize gain or loss when you sell
or
exchange whole shares of our common stock acquired under the Plan. You will
also
recognize gain or loss when you receive a cash payment for a fractional share
of
our common stock credited to your Plan account when you withdraw from the Plan
or if the Plan terminates. The amount of your gain or loss will equal the
difference between the amount of cash you receive for your fractional shares
of
our common stock, net of any costs of sale paid by you, and your tax basis
of
such fractional shares.
Backup
Withholding and Information Reporting. In general, we are required to
report to the Internal Revenue Service all actual and constructive dividend
distributions to you, unless you are a corporation or other shareholder exempt
from reporting requirements. Additionally, dividends are subject to backup
withholding, currently at a 28% rate, unless you provide your taxpayer
identification number in the manner prescribed in applicable Treasury
Regulations, certify that such number is correct, certify as to no loss of
exemption from backup withholding, and meet certain other conditions, or
otherwise establish an exemption. Backup withholding amounts will be withheld
from dividends before those dividends are reinvested under the Plan. Therefore,
dividends to be reinvested under the Plan by participants subject to backup
withholding will be reduced by the backup withholding amount. The withheld
amounts will generally be allowed as a refund or credit against the
participant’s U.S. federal income tax liability, provided the required
information is furnished to the Internal Revenue Service.
REIT
Taxation. As an owner of shares of a REIT, you will be generally taxed on
distributions made to you (not designated as capital gain dividends), to the
extent of our earnings and profits, at ordinary tax rates of up to 35% (in
the
case of a shareholder who is an individual). Because we are not generally
subject to federal income tax on the portion of our REIT taxable income or
capital gains distributed to our stockholders, our dividends will generally
not
be eligible for the low 15% tax rate on dividends distributed by regular “C”
corporations. As a result, our ordinary REIT dividends will continue to be
taxed
at the higher tax rates applicable to ordinary income. However, the 15% tax
rate
for long-term capital gains and dividends will generally apply to:
|
·
|
your
long-term capital gains, if any, recognized on the disposition of
our
shares;
|
-18-
|
·
|
our
distributions designated as long-term capital gain dividends (except
to
the extent attributable to “unrecaptured Section 1250 gain,” in which case
such distributions would continue to be subject to a 25% tax
rate);
|
|
·
|
our
dividends attributable to dividends received by us from non-REIT
corporations, such as taxable REIT subsidiaries;
and
|
|
·
|
our
dividends to the extent attributable to income upon which we have
paid
corporate income tax (e.g., to the extent that we distribute less
than
100% of our taxable income).
|
The
foregoing summary of certain
federal income tax considerations regarding the Plan is based on current law,
is
for your general information only and is not tax advice. This discussion does
not purport to deal with all aspects of taxation that may be relevant to you
in
light of your personal investment circumstances, or if you are a type of
investor (including insurance companies, tax-exempt organizations, entities
treated as pass-through entities for U.S. federal income tax purposes, financial
institutions or broker-dealers, foreign corporations and persons who are not
citizens or residents of the United States) that is subject to special treatment
under the federal income tax laws.
FOR
FURTHER INFORMATION AS TO THE TAX CONSEQUENCES TO PARTICIPANTS IN THE PLAN,
INCLUDING STATE, LOCAL AND FOREIGN TAX CONSEQUENCES, YOU SHOULD CONSULT WITH
YOUR OWN TAX ADVISOR(S). THE ABOVE DISCUSSION IS BASED ON FEDERAL INCOME TAX
LAWS AS IN EFFECT AS OF THE DATE HEREOF. ALL PARTICIPANTS SHOULD CONSULT THEIR
TAX ADVISORS WITH RESPECT TO THE IMPACT OF ANY FUTURE LEGISLATIVE PROPOSALS
OR
LEGISLATION ENACTED AFTER THE DATE OF THIS PROSPECTUS.
Plan
of Distribution
Except
to the extent the administrator
purchases shares of our common stock in the open market, we will sell directly
to the administrator the shares of our common stock acquired under the
Plan. There are no brokerage commissions in connection with the
purchases of such newly issued shares of our common stock.
In
connection with the administration
of the Plan, we may be requested to approve investments made pursuant to
requests for waiver by or on behalf of participants or other investors who
may
be engaged in the securities business.
Persons
who acquire shares of common
stock through the Plan and resell them shortly after acquiring them, including
coverage of short positions, under certain circumstances, may be participating
in a distribution of securities that would require compliance with Regulation
M
under the Exchange Act and may be considered to be underwriters within the
meaning of the Securities Act. We will not extend to any such person
any rights or privileges other than those to which it would be entitled as
a
participant, nor will we enter into any agreement with any such person regarding
the resale or distribution by any such person of the shares of our common stock
so purchased. We may, however, accept investments made pursuant to
requests for waiver by such persons.
You
will only be responsible for a
transaction fee and your pro rata share of trading fees and any brokerage
commissions associated with your sales of shares of common stock attributable
to
you under the Plan. We will pay for all fees and commissions
associated with your purchases under the Plan. Our common stock is listed on
the
NYSE under the symbol “OHI.”
Pursuant
to the Plan, we may be
requested to approve optional cash purchases in excess of the allowable maximum
amounts pursuant to requests for waiver on behalf of participants that may
be
engaged in the securities business. In deciding whether to approve
this request, we will consider relevant factors including, but not limited
to:
|
·
|
our
need for additional funds;
|
|
·
|
the
attractiveness of obtaining these funds by the sale of common stock
under
the Plan in comparison to other sources of
funds;
|
|
·
|
the
purchase price likely to apply to any sale of common
stock;
|
-19-
|
·
|
the
participant submitting the request, including the extent and nature
of the
participant’s prior participation in the Plan and the number of
shares of common stock held of record by the participant;
and
|
|
·
|
the
aggregate number of requests for waiver that have been submitted
by all
participants.
|
From
time to time, financial
intermediaries, including brokers and dealers, and other persons may engage
in
positioning transactions in order to benefit from any waiver discounts
applicable to investments made pursuant to requests for waiver under the
Plan. Those transactions may cause fluctuations in the trading volume
of our common stock. Financial intermediaries and such other persons
who engage in positioning transactions may be deemed to be
underwriters. We have no arrangements or understandings, formal or
informal, with any person relating to the sale of shares of our common stock
to
be received under the Plan. We reserve the right to modify, suspend
or terminate participation in the Plan by otherwise eligible persons to
eliminate practices that are inconsistent with the purpose of the
Plan.
Use
of Proceeds
We
are unable to predict the number of
shares of common stock that will ultimately be sold under the Plan, the prices
at which such shares will be sold, or the number of such shares, if any, that
will be sold by us from the our authorized but unissued shares of common
stock. Therefore, we cannot estimate the amount of proceeds to be
received from the sale of such shares. To the extent that shares of common
stock
are sold from our authorized but unissued shares of common stock, the proceeds
of such sales will be added to our general funds and will be used for funding
of
real estate investments or for general corporate purposes.
Indemnification
of Directors and Officers
The
articles of incorporation and
bylaws of the registrant provide for indemnification of directors and officers
to the full extent permitted by Maryland law. Insofar as
indemnification for liabilities arising under the Securities Act is permitted
to
directors and officers of the registrant pursuant to the above-described
provisions, the registrant understands that the Commission is of the opinion
that such indemnification contravenes federal public policy as expressed in
said
act and therefore is unenforceable.
Legal
Matters
The
validity of the shares of common
stock being offered hereby has been passed upon for us by Powell Goldstein
LLP,
Atlanta, Georgia. In addition, Powell Goldstein LLP, Atlanta,
Georgia, has passed upon certain federal income tax matters.
Experts
Ernst
&
Young
LLP, independent
registered public accounting firm, has audited our consolidated financial
statements and schedules for the year ended December 31, 2006 included in
our Current Report on Form 8-K filed on December 21, 2007, and has audited
management’s assessment of the effectiveness of internal control over financial
reporting as of December 31, 2006 included in our Annual Report on Form
10-K for the year ended December 31, 2006, as set forth in their reports,
which are incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements and schedules and management’s
assessment are incorporated by reference in reliance on Ernst & Young LLP’s
reports, given on their authority as experts in accounting and
auditing.
-20-
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
Other Expenses of Issuance and Distribution.
The
following is a statement of estimated expenses incurred in connection with
the
shares of Common Stock being registered hereby, other than underwriting
discounts and commissions, if any:
SEC
Registration
Fee
$1,144
Printing
and Engraving
Expenses 5,000
Accounting
Fees and
Expenses 5,000
Legal
Fees and
Expenses
10,000
Miscellaneous
1,000
Total
$ 22,144
The
foregoing items, except for the SEC Registration Fee, are
estimated.
Item
15.
Indemnification of Directors and Officers.
The
articles of incorporation and
bylaws of the registrant provide for indemnification of directors and officers
to the full extent permitted by Maryland law.
Section
2-418 of the General
Corporation Law of the State of Maryland generally permits indemnification
of
any director or officer with respect to any proceedings unless it is established
that: (a) the act or omission of the director or officer was material to the
matter giving rise to the proceeding and was either committed in bad faith
or
the result of active or deliberate dishonesty; (b) the director or officer
actually received an improper personal benefit in money, property or services;
or (c) in the case of a criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. The indemnity
may include judgments, penalties, fines, settlements, and reasonable expenses
actually incurred by the director or officer in connection with the proceedings.
However, a corporation may not indemnify a director or officer who shall have
been adjudged to be liable to the corporation, or who instituted a proceeding
against the corporation (unless such proceeding was brought to enforce the
charter, bylaws, or the indemnification provisions thereunder). The termination
of any proceeding by judgment, order or settlement does not create a presumption
that the director or officer did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a rebuttable presumption that
the
director or officer did not meet that standard of conduct. A director
may not be indemnified for any proceeding brought by that director against
the
corporation, except to enforce an indemnification right, or if the corporation’s
charter or an outside agreement provides otherwise.
The
registrant has also entered into
indemnity agreements with the officers and directors of the registrant that
provide that the registrant will, subject to certain conditions, pay on behalf
of the indemnified party any amount which the indemnified party is or becomes
legally obligated to pay because of any act or omission or neglect or breach
of
duty, including any actual or alleged error or misstatement or misleading
statement, which the indemnified party commits or suffers while acting in the
capacity as an officer or director of the registrant. Once an initial
determination is made by the registrant that a director or officer did not
act
in bad faith or for personal benefit, the indemnification provisions contained
in the charter, bylaws, and indemnity agreements would require the registrant
to
advance any reasonable expenses incurred by the director or officer, and to
pay
the costs, judgments, and penalties determined against a director or officer
in
a proceeding brought against them.
Insofar
as indemnification for
liabilities arising under the Securities Act is permitted to directors and
officers of the registrant pursuant to the above-described provisions, the
registrant understands that the Commission is of the opinion that such
indemnification contravenes federal public policy as expressed in said act
and
therefore is unenforceable.
II-1
Item
16.
Exhibits.
Exhibit
Number
Description
|
|
5.1
|
Opinion
of Powell Goldstein LLP regarding validity of securities.
|
|
8.1
|
Opinion
of Powell Goldstein LLP regarding certain tax
matters.
|
23.1
Consent of Independent Registered Public Accounting Firm.
|
|
23.2
|
Consent
of Powell Goldstein LLP (included in Exhibit 5.1 and Exhibit 8.1).
|
|
|
24.1
|
Power
of Attorney (included on Signature Page).
|
|
|
99.1
|
Stock
Purchase Initial Enrollment Form for Omega Healthcare Investors,
Inc.
Dividend Reinvestment and Common Stock Purchase Plan.*
|
|
|
99.2
|
Enrollment
Authorization Form for Omega Healthcare Investors, Inc. Dividend
Reinvestment and Common Stock Purchase Plan.*
|
|
|
99.3
|
Voluntary
Cash Payment Enrollment Form for Omega Healthcare Investors, Inc.
Dividend
Reinvestment and Common Stock Purchase Plan.*
|
|
|
99.4
|
Form
of Request for Waiver for Omega Healthcare Investors, Inc. Dividend
Reinvestment and Common Stock Purchase Plan.*
|
|
|
99.5
|
Form
of Stock Purchase Initial Investment Form for Omega Healthcare Investors,
Inc. Dividend Reinvestment and Common Stock Purchase Plan.*
|
* Incorporated
by reference to the exhibit of the same number filed with the Company’s Form
S-11 (File No. 333-132029) filed on February 24, 2006.
Item
17.
Undertakings.
(a)
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the
effective registration statement; and
II-2
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to
such information in the registration statement.
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply
if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i)
If the registrant is relying on
Rule 430B:
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(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall
be deemed to be part of the registration statement as of the date
the
filed prospectus was deemed part of and included in the registration
statement; and
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(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5),
or (b)(7) as part of a registration statement in reliance on Rule
430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x)
for the purpose of providing the information required by Section
10(a) of
the Securities Act of 1933 shall be deemed to be part of and included
in
the registration statement as of the earlier of the date such form
of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer
and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof. Provided, however,
that no
statement made in a registration statement or prospectus that is
part of
the registration statement or made in a document incorporated or
deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser
with a
time of contract of sale prior to such effective date, supersede
or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date.
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(5)
That, for the purpose of determining liability of the registrant
under the
Securities Act of 1933 to any purchaser in the initial distribution
of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to
this
registration statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered or
sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such purchaser:
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(i)
Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
II-3
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(ii)
Any free writing prospectus relating to the offering prepared by
or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
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(iii)
The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf
of
the undersigned registrant; and
(iv)
Any other communication that is
an offer in the offering made by the undersigned registrant to the
purchaser.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act
of
1934) that is incorporated by reference in the registration statement shall
be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be
the initial bona fide
offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
II-4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe it meets all the requirements for filing
on
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Timonium,
State of Maryland, on this 21st day of December, 2007.
OMEGA
HEALTHCARE INVESTORS, INC.
By:
/s/ C.
Taylor Picket
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C.
Taylor Picket
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE
PRESENTS, that each person who signature appears below constitutes and
appoints C. Taylor Pickett and Robert O. Stephenson, or either of them, his
true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement and
to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto either
of
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities indicated and on the date
indicated.
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Signature
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Position
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Date
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/s/ C.
Taylor Pickett
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C.
Taylor Pickett
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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December
21, 2007
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/s/ Robert
O. Stephenson
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Robert
O. Stephenson
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Chief
Financial Officer
(Principal
Financial Officer)
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December
21, 2007
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/s/ Michael
D. Ritz
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Michael
D. Ritz
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Chief
Accounting Officer
(Principal
Accounting Officer)
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December
21, 2007
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/s/ Bernard
J. Korman
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Bernard
J. Korman
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Chairman
of the Board of Directors
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December
21, 2007
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/s/ Thomas
S. Franke
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Thomas
S. Franke
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Director
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December
21, 2007
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/s/ Edward
Lowenthal
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Edward
Lowenthal
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Director
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December
21, 2007
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EXHIBIT
INDEX
Exhibit
Number
Description
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5.1
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Opinion
of Powell Goldstein LLP regarding validity of securities.
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8.1
Opinion of Powell Goldstein LLP regarding certain tax matters.
23.1
Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Powell Goldstein LLP (included in Exhibit 5.1 and Exhibit 8.1).
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24.1
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Power
of Attorney (included on Signature Page).
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99.1
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Stock
Purchase Initial Enrollment Form for Omega Healthcare Investors,
Inc.
Dividend Reinvestment and Common Stock Purchase Plan.*
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99.2
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Enrollment
Authorization Form for Omega Healthcare Investors, Inc. Dividend
Reinvestment and Common Stock Purchase Plan.*
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99.3
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Voluntary
Cash Payment Enrollment Form for Omega Healthcare Investors, Inc.
Dividend
Reinvestment and Common Stock Purchase Plan.*
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99.4
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Form
of Request for Waiver for Omega Healthcare Investors, Inc. Dividend
Reinvestment and Common Stock Purchase Plan.*
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99.5
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Form
of Stock Purchase Initial Investment Form for Omega Healthcare Investors,
Inc. Dividend Reinvestment and Common Stock Purchase Plan.*
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* Incorporated
by reference to the exhibit of the same number filed with the Company’s Form
S-11 (File No. 333-132029) filed on February 24, 2006.