8-K: Current report filing
Published on April 3, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): April 3, 2008
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
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1-11316
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38-3041398
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|
(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
(Address
of principal executive offices / Zip Code)
(410)
427-1700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Soliciting material pursuant to Rule
14a-12 under the Exchange Act.
Pre-commencement communications
pursuant to Rule 14d—2(b) under the Exchange Act.
Pre-commencement communications
pursuant to Rule 13e—4(c) under the Exchange Act.
Item
1.01 Entry
into a Material Definitive Agreement
Omega
Healthcare Investors, Inc. (“Omega”) and Computershare Trust Company, N.A. (as
successor to First Chicago Trust Company), as Rights Agent (the “Rights Agent”),
have entered into Amendment No. 3 to Rights Agreement, dated as of April 3, 2008
(the “Amendment”), amending the Company’s Rights Agreement dated as of May 12,
1999, as amended on May 11, 2000 and October 29, 2001. Pursuant to the
Amendment, the “Final Expiration Date” set forth in the Rights Agreement was
changed from May 12, 2009 to April 3, 2008. Accordingly, the Rights Agreement
and all rights thereunder expired and terminated on April 3, 2008. A copy of the
press release announcing the early termination of the Rights Agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
amendment to the Rights Agreement is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders
The
information set forth in Item 1.01 above is incorporated by reference into this
Item 3.03.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of
Exhibit
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4.1
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Amendment
No. 3 to Rights Agreement, dated as of April 3, 2008, to Rights Agreement
dated as of May 12, 1999, as amended on May 11, 2000 and October 29, 2001,
by and between Omega Healthcare Investors, Inc. and Computershare Trust
Company, N.A. (as successor to EquiServ Trust Company, N.A., as successor
to First Chicago Trust Company)
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10.1
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Second
Amended and Restated Master Lease Agreement dated as of February 1, 2008
and among Omega Healthcare Investors, Inc., certain of its subsidiaries as
lessors, Sun Healthcare Group, Inc. and certain of its affiliates as
lessees, amending and restating prior master leases with Sun Healthcare
Group, its subsidiaries, and lessees and guarantors acquired by Sun
Healthcare Group.
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99.1
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Press
Release dated April 3, 2008
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
OMEGA
HEALTHCARE INVESTORS, INC.
(Registrant)
Dated: April
3,
2008 By: /s/ C. Taylor
Pickett
C. Taylor
Pickett
President
and Chief Executive Officer
Exhibit
Index
Exhibit
No. Description of
Exhibit
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4.1
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Amendment
No. 3 to Rights Agreement, dated as of April 3, 2008, to Rights Agreement
dated as of May 12, 1999, as amended on May 11, 2000 and October 29, 2001,
by and between Omega Healthcare Investors, Inc. and Computershare Trust
Company, N.A. (as successor to EquiServ Trust Company, N.A., as successor
to First Chicago Trust Company)
|
|
10.1
|
Second
Amended and Restated Master Lease Agreement dated as of February 1, 2008
and among Omega Healthcare Investors, Inc., certain of its subsidiaries as
lessors, Sun Healthcare Group, Inc. and certain of its affiliates as
lessees, amending and restating prior master leases with Sun Healthcare
Group, its subsidiaries, and lessees and guarantors acquired by Sun
Healthcare Group.
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99.1
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Press
Release dated April 3, 2008
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