SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5 TO
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
OMEGA WORLDWIDE, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
68210B108
(CUSIP NUMBER)
Todd P. Robinson
2307 Princess Ann Street
Greensboro, North Carolina 27408
Telephone: (336) 286-2087
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
With copies to:
Barney Stewart III, Esq.
Moore & Van Allen, PLLC
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
March 15, 2000
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box: [ ].
CUSIP NO. 68210B108 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
TODD P. ROBINSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER -1,226,457-
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER - 0 -
EACH
REPORTING -------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER -1,226,457-
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10 SHARED DISPOSITIVE POWER - 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,226,457
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
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14 TYPE OF REPORTING PERSON
IN
This Amendment No. 5 amends the Statement on Schedule 13D, as
previously amended (the "Statement"), filed with the Securities and
Exchange Commission. The class of equity securities to which the
Statement relates is the common stock, par value $0.10 per share (the
"Common Stock"), of Omega Worldwide, Inc. (the "Issuer").
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by deleting the last
paragraph thereof and adding the following:
In an informal proposal to the Issuer dated March 15, 2000, Mr.
Robinson reiterated his outstanding offer in connection with the Possible
Acquisition and his proposed purchase price of up to $6.25 per share.
The Issuer, however, has refused to permit Mr. Robinson to participate in
its previously announced process to explore strategic alternatives. The
Issuer's refusal purportedly stems from Mr. Robinson's unwillingness to
sign a confidentiality agreement that includes standstill provisions to
which Mr. Robinson must agree before the Issuer will disclose material
required by Mr. Robinson to finalize his offer for the Issuer.
The proposed confidentiality agreement includes, but is not
limited to, a one-year standstill provision during which time Mr.
Robinson would not be permitted to offer to acquire any securities or
assets of the Issuer; initiate or effectuate any tender or exchange
offer, merger or other business combination involving the Issuer; solicit
proxies to vote any voting securities of the Issuer (which would include
Mr. Robinson's previously announced intention to seek to elect two
candidates, including himself, to the Issuer's board of directors); or
form, join, or participate in a group that intends to take any of the
foregoing actions. Another provision of the proposed confidentiality
agreement would bar Mr. Robinson from contacting or communicating with
any director, officer or employee of the Issuer without the Issuer's
express prior consent until the consummation of the Possible Acquisition
by Mr. Robinson or a third party.
Consequently, in his informal proposal of March 15, 2000, Mr.
Robinson also raised the possibility of selling his Common Stock to the
Issuer and entering into a standstill agreement with respect to matters
relating to the Issuer in the event that an agreement could not be
reached with respect to Mr. Robinson's acquisition of the Issuer.
Except as set forth above, Mr. Robinson has no other plans or
proposals relating to the information required to be disclosed in
subparagraphs (a) through (j) of Item 4.
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.
March 23, 2000
By: /s/ TODD P. ROBINSON
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Todd P. Robinson
