SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 12, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)*
Omega Healthcare Investors,
Inc.
NAME OF
ISSUER:
Common Stock, $0.10 par
value per share
TITLE OF
CLASS OF SECURITIES
681936100
CUSIP
NUMBER
December 31,
2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[x] Rule
13d-1(b)
[ ]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Continued
on following pages
Page 1 of
6 Pages
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SCHEDULE
13G
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CUSIP
No. 681936100
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Page
2 of 6 Pages
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1.
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Names
of Reporting Persons.
Nomura
Asset Management Co., Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Tokyo,
Japan
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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3,780,000
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6.
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Shared
Voting Power
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0
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7.
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Sole
Dispositive Power
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79,700
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8.
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Shared
Dispositive Power
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3,700,300
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,780,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
4.59%
based on 82,319,164
shares outstanding as of October 31, 2008.
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12.
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Type
of Reporting Person
IA
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Page 3 of
6 Pages
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Item
1 (a)
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Name
of Issuer:
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Omega
Healthcare Investors, Inc. (the “Issuer”)
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Item
1(b)
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Address
of Issuer’s Principal Executive Offices:
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9690
Deereco Road, Suite 100, Timonium, MD 21093
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Item
2(a)
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Name
of Person Filing:
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This Statement is filed on behalf
of Nomura Asset Management Co., Ltd. (“NAM”). This Statement
relates to Shares (as defined herein) held for the accounts of US-REIT
High Income Open Fund (“US-REIT Open”), Global REIT Mother Fund (“Global
REIT Mother”), Global REIT Open Mother Fund (“Global REIT Open”),
International REIT Index Mother Fund (“International REIT Index”), Nomura
Global REIT Mother Fund (“Nomura Global REIT”) and World REIT Index Mother
Fund (“World REIT Index”).
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NAM serves as investment manager
to each of US-REIT Open, Global REIT Mother, Global REIT Open,
International REIT Index, Nomura Global REIT and World REIT Index. In such
capacity, NAM may be deemed to have voting and dispositive power over the
Shares held for the accounts of each of US-REIT Open, Global REIT Mother,
Global REIT Open, International REIT Index, Nomura Global REIT and World
REIT Index.
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Item
2(b)
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Address
of Principal Office or, if none, Residence:
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The address of the principal
office of NAM is 1-12-1, Nihonbashi, Chuo-ku, Tokyo, Japan
103-8260
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Item
2(c)
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Citizenship:
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NAM
is a Japanese corporation
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Item
2(d)
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Title
of Class of Securities:
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Common
Stock, $0.10 par value per share (the "Shares")
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Item
2(e)
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CUSIP
Number:
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681936100
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Item
3(e).
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[X]
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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Item
4
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Ownership:
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Item
4(a)
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Amount
Beneficially
Owned:
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Page 4 of
6 Pages
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As of December 31, 2008, NAM may
be deemed to be the beneficial owner of 3,780,000
Shares. This amount consists of: (A) 51,000 Shares
held for the account of US-REIT Open; (B) 68,300 Shares held for the
account of Global REIT Mother; (C) 2,000,800 Shares held for the account
of Global REIT Open; (D) 75,200 Shares held for the account of
International REIT Index; (E) 1,580,200 Shares held for the account of
Nomura Global REIT and (F) 4,500 Shares held for the account of World REIT
Index.
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Item
4(b)
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Percent
of Class:
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The number of shares of which NAM
may be deemed to be the beneficial owner of constitutes approximately
4.59% of the total number of Shares outstanding (based upon the
information provided by the issuer in its most recently-filed quarterly
report on Form 10-Q, there was 82,319,164 shares outstanding as of October
31, 2008).
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Item
4(c)
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Number
of Shares of which such person has:
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(i)
Sole power to vote or direct the vote:
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3,780,000
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(ii)
Shared power to vote or direct the vote:
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0
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(iii)
Sole power to dispose or direct the disposition of:
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79,700
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(iv)
Shared power to dispose or direct the disposition of:
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3,700,300
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Item
5
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Ownership
of 5% or Less of a Class:
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If this statement is being filed
to report the fact that as of the date hereof the Reporting Person has
ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [X].
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Item
6
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Ownership
of More than 5% on Behalf of Another Person:
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This
Item 6 is not applicable.
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Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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This
Item 7 is not applicable.
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Item
8
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Identification
and Classification of Members of the Group:
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This
Item 8 is not applicable.
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Item
9
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Notice
of Dissolution of Group:
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This
Item 9 is not applicable.
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Item
10
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Certification:
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Page 5 of
6 Pages
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By signing below each of the
Reporting Persons certifies that, to the best of their knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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Page 6 of
6 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date:
February 12, 2009
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NOMURA
ASSET MANAGEMENT CO., LTD.
By: /s/ Tsunehiko
Ohnishi
Name: Tsunehiko
Ohnishi
Title: Managing
Director
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