SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under The Securities Exchange Act of 1934

(Amendment No. 9)

Omega Healthcare Investors, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

681936100

(CUSIP Number)

Kymberlyn K. Janney

Explorer Holdings, L.P.

3232 McKinney Avenue, Suite 890

Dallas, Texas 75204-2429

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 5, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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This amendment to Schedule 13D/A amends and supplements the information set forth in the Statement on Schedule 13D filed on May 25, 2000, as amended on April 19, 2001, September 20, 2001, October 29, 2001, November 26, 2001, February 22, 2002, March 28, 2002, April 18, 2002, and May 15, 2002 (as amended, the “Statement”) by the Reporting Persons.

Item 1. Security and Issuer.

This amendment relates to the common stock, par value $0.10 (the “Common Stock”), of Omega Healthcare Investors, Inc. (the “Company”) and the Series C Convertible Preferred Stock, par value $1.00 (the “Series C Preferred”), of the Company.

Item. 2. Identity and Background

The address of the principal executive offices of each Reporting Person is 3232 McKinney Avenue, Suite 890, Dallas, Texas 75204-2429.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following at the end thereof:

On February 5, 2004 the Company and Explorer entered into a Repurchase and Conversion Agreement dated as of February 5, 2004 (“Repurchase Agreement”). Pursuant to the Repurchase Agreement, Explorer granted the Company the right through February 27, 2004 to purchase up to 700,000 shares of Series C preferred at a negotiated price of $145.92 per share, subject to a minimum purchase of $100 million. Explorer also agreed if the repurchase option was exercised, it would, immediately after the repurchase, convert all its remaining Series C preferred into Common Stock at a conversion price of $6.25 per share in accordance with the terms of the Series C Preferred.

On February 10, 2004, the Company completed an offering of preferred stock in which it received net proceeds of approximately $114.9 million. Simultaneously with the completion of the offering of the Series D Preferred Stock, the Company repurchased 700,000 shares of Series C Preferred held by Explorer for an aggregate purchase price of $102,144,000 in accordance with the Repurchase Agreement. Following the repurchase, Explorer converted its remaining 348,420 shares of Series C Preferred into 5,574,720 shares of Common Stock.

Except as contemplated by the Repurchase Agreement, none of the Reporting Persons currently has any plan to sell its Shares, or acquire additional Shares, or take any other action described in Item 4. However, depending on market conditions and other factors that each may deem material to its investment decision, each of the Reporting Persons may dispose of, in the open market or in private transactions, all or a portion of the Shares that such Reporting Person now owns or hereafter may acquire. In order to provide flexibility should it desire to sell all or a portion of its Shares, Explorer has requested under its Registration Rights Agreement with the Company that the Company file a shelf registration statement with the Securities Exchange Commission that would be available for sales of Shares by Explorer from time to time. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended to read in its entirety as follows:

(a) Each of the Reporting Persons, other than Messrs. McNamara and Decker, beneficially owns 18,118,246 shares of Common Stock. Based on the number of shares of Common Stock reported to be outstanding as of February 5, 2004 as adjusted to reflect the transactions described herein, such shares

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represent 41.5% of the Company’s outstanding shares of Common Stock. None of the Reporting Persons beneficially owns any shares of the Series C Preferred.

Messrs. Decker and McNamara may be deemed to beneficially own all shares held by Explorer by virtue of their relationship with Explorer and additional shares of Common Stock described on pages 5 and 6 of this Statement.

Item 5(c) is hereby amended to add the following at the end thereof:

(c) As described in Item 4, on February 10, 2004, (1) the Company repurchased 700,000 shares of Series C Preferred held by Explorer for an aggregate purchase price of $102,144,000 ($145.94 per share) and (2) Explorer converted its remaining 348,420 shares of Series C Preferred into 5,574,720 shares of Common Stock at a conversion price of $6.25 per share in accordance with the terms of the Series C.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response to Items 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit A - Repurchase and Conversion Agreement, dated as of February 5, 2004, by and between Explorer Holdings, L.P. and

                   Omega Healthcare Investors, Inc.

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct, and agree that this Statement may be filed collectively on behalf of each of the undersigned by Explorer Holdings, L.P., Explorer Holdings GenPar, LLC, Hampstead Investment Partners III, L.P., Donald J. McNamara and Daniel A. Decker.

Date: February 10, 2004