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): February 5, 2004
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 1-11316 | 38-3041398 | ||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
(410) 427-1700
(Address and telephone number of Registrant)
| 4.1 | Form of Articles Supplementary relating to 8.375% Series D cumulative redeemable preferred stock. | |
5.1 |
Opinion of Powell, Goldstein, Frazer & Murphy LLP. |
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10.1 |
Form of Purchase Agreement dated as of February 5, 2004 by and between Omega Healthcare Investors, Inc. and the purchasers of the 8.375% Series D cumulative redeemable preferred shares. |
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10.2 |
Placement Agent Agreement by and between the Omega Healthcare Investors, Inc. and Cohen & Steers Capital Advisors, Inc. dated as of February 5, 2004. |
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10.3 |
Loan Agreement dated as of December 31, 2003 among General Electric Credit Corporation (as Agent and a Lender), the other financial institutions party thereto, Omega Acquisition Facility I, LLC and other entities who become parties thereto. [relating to $50 million revolving acquisition loan facility] |
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10.4 |
Guaranty dated as of December 31, 2003 made by Omega Healthcare Investors, Inc. in favor of General Electric Credit Corporation, as Agent and a Lender. |
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10.5 |
Ownership Pledge, Assignment and Security Agreement dated as of December 31, 2003 made by Omega Healthcare Investors, Inc. in favor of General Electric Credit Corporation, as Agent and a Lender. |
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27.1 |
Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit 5.1) |
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[Exhibits and annexes to the foregoing will be made available to the Securities and Exchange Commission upon request] |
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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 thereunto duly authorized.
| OMEGA HEALTHCARE INVESTORS, INC. | ||||
/s/ C. TAYLOR PICKETT Name: C. Taylor Pickett Title: Chief Executive Officer |
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Dated: February 10, 2004
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