UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OMEGA HEALTH SYSTEMS
(Name of Issuer)
Common Stock
(Title of Class of Securities)
681931101000
(CUSIP Number)
RONALD C. COMBS
102 Woodmont Blvd., Suite 610
Nashville, TN 37205
(615) 463-8277
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1999
(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 [ ].
The information required on 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).
CUSIP No. 681931101000
1 NAME OF REPORTING PERSON
ANDREW W. MILLER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) [ ] OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF 458,492
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
458,492
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
458,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%
14 TYPE OF REPORTING PERSON
IN
NOTES
==========================================
Item 1. Security and Issuer.
- ------------------------------------------
This Statement on Schedule 13D relates to the common stock, par
value $.06 per share (the "Common Stock"), of Omega Health
Systems, Inc., a Delaware corporation (the "Company"), whose
principal executive office is located at 5350 Poplar Ave., Suite
900, Memphis, TN 38119.
Item 2. Identity and Background.
- ------------------------------------------
This Statement on Schedule 13D is being filed by Andrew W.
Miller, Chairman of Omega Health Systems, Inc. (herein after
referred to as "the Reporting Person") whose principal place of
business is 102 Woodmont Blvd., Suite 610, Nashville, Tennessee,
37205. The Reporting Person is an executive / investor working
with multiple start up companies and a citizen of the United
States. In the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds.
- ------------------------------------------
Personal Funds of the Reporting Person were used to acquire the
Common Stock for an aggregate purchase price of $1,263,275.
Item 4. Purpose of Transaction.
- ------------------------------------------
The Reporting Person has acquired the Common Stock of the
Company for investment purposes only.
Item 5. Interest in Securities of the Issuer.
- ------------------------------------------
In aggregate, the Reporting Person's beneficial ownership of
Common Stock of the Company at the date of this Schedule 13D
filing is 458,492 shares, or 5.08% of the number of shares
outstanding based on the most recently available information.
The Reporting Person has sole voting power and disposition
power. In the last 60 days, the following three (3) transactions
in the class of securities reported on were effected:
3/30/99; 10,000 shs purchased @ $3.56 on the open market
3/31/99; 5,000 shs purchased @ $3.56 on the open market
4/01/99; 15,000 shs purchased @ $3.60 on the open market
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Common Stock of the Issuer.
- ------------------------------------------
The Reporting Person has two Stock Purchase Agreements with the
Company, copies of which are attached hereto as Exhibits 1 and
2, which, on the terms and conditions set forth therein, give
him the right to purchase 20,000 shares, in aggregate, of the
Common Stock from the Company.
Except as described elsewhere in this Statement and as set forth
in the two Stock Purchase Agreements, copies of which are
attached hereto as Exhibits 1 and 2, and incorporated herein by
reference, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
Reporting Person and any person with respect to any securities of
the Company, including but not limited to transfer or voting of
any securities of the Company, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material To Be Filed as Exhibits.
- ---------------------------------
EXHIBIT 1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Option") is entered in as of the
30th day of December, 1994 ("Option Date") by and between OMEGA
HEALTH SYSTEMS, INC., a Delaware corporation, (the "Company")
and Andrew W. Miller (the "Optionee").
INTRODUCTION
The Company adopted the 1985 Stock Option Plan (as amended and
in effect on the date hereof, the "Plan"), in order to attract,
retain and motivate its Employees and key personnel, including
non-employee directors, and provide them with an opportunity to
purchase Common Stock of the Company so as to give them a
proprietary interest in the Company. The Company's Board of
Directors voted to grant Optionee a Non-Qualified Option
pursuant to the Plan upon the terms and conditions hereinafter
set forth.
1. Option Grant. The Company hereby grants to the Optionee
the Option to purchase from the Company 10,000 shares of Common
Stock of the Company at a purchase price of $4.00 per share (the
"Option Price") pursuant to the Plan. In connection with the
grant of the Option on Common Stock, and severable therefrom,
the Company hereby grants to the Optionee, 10,000 Stock
Appreciation Rights as described in paragraph 5 hereof.
2. Term. The Option is exercisable in its entirety on or
after March 1, 1996, provided that the Optionee is a member of
the Company's Board of Directors on March 1, 1996, and shall
expire on December 30, 2000, six years from the date hereof.
3. Other Conditions and Limitations.
(a) The Option is granted on the condition that the
purchase of Common Stock hereunder shall be for investment
purposes and not with a view to resale or distribution, except
that such condition shall be inoperative if the offering of
Common Stock subject to the Option is registered under the 1933
Act or if in the opinion of counsel for the Company such stock
may be resold without registration. At the time of the exercise
of the Option or any installment thereof, the Optionee will
execute such further agreements as the Company may require to
implement the foregoing condition and to acknowledge the
Optionee's familiarity with restrictions on the sale of the
Shares under applicable securities laws.
(b) The Company will furnish upon request of the Optionee
copies of the Certificate of Incorporation of the Company, as
amended, and By-Laws of the Company and such publicly available
financial and other information concerning the Company and its
business and prospects as may be reasonably requested by the
Optionee in connection with the exercise of the Option.
(c) The Option shall not be transferable otherwise than by
will or by the laws of descent and distribution, and the Option
shall be exercisable during the lifetime of the Optionee by the
Optionee only. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned,
transferred (except as provided above), pledged or hypothecated
in any way and shall not be subject to execution, attachment or
similar process, and any attempt to do so shall be null and void
and without effect.
4. Exercise of Option. The Option shall be exercisable only
by delivery of a written notice by the Optionee in person or by
United States Registered or Certified Mail, Return Receipt
Requested, to the Company as its principal office. Payment for
the Shares shall be tendered in full with the notice and shall
be made either (a) in cash, (b) by check, (c) if permitted by
the Board of Directors, by delivery and assignment to the
Company of shares of Company stock having a fair market value on
the date of exercise as determined by the Board of Directors of
the Company equal to the exercise price, (d) the exercise of
Stock Appreciation Rights, as provided in paragraph 5 hereof, or
(e) by a combination of (a), (b), (c) and (d).
5. Stock Appreciation Rights. Each Stock Appreciation Right
shall entitle the Optionee to elect, at any time that any
portion of this Option remains unexercised for one or more
Shares, to surrender all or any portion of this Option and
receive Shares. The fair market value of such Shares shall be
equal to the product of (i) the amount by which the fair market
value of a share of Common Stock on the date of such election
shall exceed the option price of a share of Common Stock on the
date of this Option multiplied by (ii) the number of Shares with
respect to which such election shall have been made.
6. Stock Dividends; Stock Splits, Stock Combinations;
Recapitalizations. The number, kind and Option Price of the
shares covered by this Option shall be automatically
appropriately adjusted to give effect to any stock dividends,
stock splits, stock combinations, recapitalization and other
similar changes in the capital structure of the Company after
the grant of the Option.
7. Merger; Sale of Assets; Dissolution. In the event of a
merger or similar reorganization as to which the Company is the
surviving corporation, the number, kind and Option price of the
shares then subject to the Option may be adjusted as determined
by the Board of Directors. In order to permit the Optionee
acquiring shares upon exercise of an Option to participate, as a
shareholder of the Company, (1) in a merger in which the Company
does not survive, a sale of substantially all of the assets of
the Company, or a sale of at least a majority of the issued and
outstanding capital stock of the Company, with or to any
person(s) or entity(ies) not controlling, controlled by or under
common control with the Company, or (2) in a liquidation of the
Company, the Company will use its best efforts to give advance
notice of any such event to Optionee.
8. Termination of Option. In the event that the Optionee
ceases for any reason to be a Director of the Company at any
time prior to exercise of the Option in full, the Option shall
terminate in accordance with the following provisions:
(a) If the Optionee's directorship shall have been
terminated because of Optionee's disability within the meaning
of Section 22(e)(3) of the Code or Optionee's death, the
Optionee, or his estate or personal representative may at any
time within a period of six months after such termination of
employment, exercise the Option to the extent that the Option
was exercisable on the date of termination of the Optionee's
directorship; and
(b) If the Optionee's directorship shall have been
terminated for any reason other than for such disability or
death, the Optionee may at any time within a period of three
months after such termination of employment exercise the Option
to the extent it was exercisable on the date of termination of
the Optionee's directorship; provided however, that the Option
may not be exercised to any extent by anyone after the date of
expiration of the Option as described in Paragraph 2.
9. Notice of Disposition of Shares. The Optionee hereby
agrees to notify the Company within 7 days if the Optionee
disposes of any shares of Common Stock acquired on the exercise
of the Option within one year after the exercise of the Option.
10. Rights as Shareholder. The Optionee shall have no rights
as a shareholder with respect to the shares subject to the
Option until the exercise of the Option and the issuance of a
stock certificate. No certificates for Shares which are not
eligible for receipt pursuant to the provisions of paragraph 2
will be issued.
11. Miscellaneous. Nothing herein contained shall impose any
obligation on the Company or the Optionee with respect to the
Optionee's continued status as a Director of the Company or upon
the Optionee to exercise the Option. The Company makes no
representation as to the tax treatment to the Optionee upon
receipt or exercise of the Option or sale or other disposition
of the Shares covered by the Option. The Company in its
discretion, may cause to be made, as a condition precedent to
the payment of any cash or stock, appropriate arrangements for
the withholding of any federal, state, local or foreign taxes.
12. Relationship to Plan. The Option has been granted
pursuant to the Plan, as amended and in effect on the date
hereof, and is in all respects subject to its terms, conditions
and definitions. The Optionee hereby accepts the Option subject
to all of the terms and provisions of the Plan and agrees that
all decisions under and
interpretations of the Plan by the Board of Directors shall be
final, binding and conclusive upon the Optionee, his heirs and
his legal representatives.
13. Governing Law. This Agreement shall be subject to and
construed in accordance with the laws of the State of Delaware.
14. Legends; Stop Transfer. The following legends shall
appear on each Certificate issued pursuant to this Agreement:
THE SHARE OR SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCK OPTION
AGREEMENT PURSUANT TO WHICH THIS CERTIFICATE HAS BEEN ISSUED, A
COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICE OF THE COMPANY
AND WILL BE FURNISHED BY THE COMPANY UPON REQUEST WITHOUT
CHARGE.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. AS AMENDED (THE "ACT"), AND MAY NOT
BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER WILL NOT
REQUIRE REGISTRATION UNDER SUCH ACT.
To ensure compliance with the terms of this Agreement, the
Company may issue to its Transfer Agent appropriate stop
transfer instructions with respect to the Shares purchased by
the Optionee pursuant to this Option.
15. Certain Definitions. The following terms when used in
this Option have the following meanings, unless otherwise
expressly indicated:
(a) "Board of Directors" means the Board of Directors of the
Company or a committee thereof which has been delegated
authority to take action for the Board with respect to this
Option.
(b) "Code" means the Internal Revenue Code of 1954, as
amended. (c) "Common Stock" means the $.06 par value
Common Stock of the Company.
(d) "1933 Act means the Securities Act of 1933, as amended.
(e) "Plan" means the Company's 1985 Stock Option Plan, as
amended and in effect on the date hereof.
(f) "Shares" shall mean those shares of Company Common Stock
which were purchased by the Optionee pursuant to this Option.
IN WITNESS WHEREOF, the Company and the Optionee have executed
this Agreement in duplicate as of the 24th day of February,
1995.
OMEGA HEALTH SYSTEMS, INC.
BY: /s/Thomas P. Lewis
Thomas P. Lewis, President and CEO
OPTIONEE: /s/Andrew W. Miller
Andrew W. Miller
EXHIBIT 2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Option") is entered in as of the
8th day of August, 1997 ("Option Date") by and between OMEGA
HEALTH SYSTEMS, INC., a Delaware corporation, (the "Company")
and Andrew W. Miller (the "Optionee").
INTRODUCTION
The Company adopted the 1985 Stock Option Plan (as amended and
in effect on the date hereof, the "Plan"), in order to attract,
retain and motivate its Employees and key personnel, including
non-employee directors, and provide them with an opportunity to
purchase Common Stock of the Company so as to give them a
proprietary interest in the Company. The Company's Board of
Directors voted to grant Optionee a Non-Qualified Option
pursuant to the Plan upon the terms and conditions hereinafter
set forth.
1. Option Grant. The Company hereby grants to the Optionee
the Option to purchase from the Company 10,000 shares of Common
Stock of the Company at a purchase price of $8.50 per share (the
"Option Price") pursuant to the Plan. In connection with the
grant of the Option on Common Stock, and severable therefrom,
the Company hereby grants to the Optionee, 10,000 Stock
Appreciation Rights as described in paragraph 5 hereof.
2. Term. The Option is exercisable in its entirety on or
after August 8, 1999, provided that the Optionee is a member of
the Company's Board of Directors on August 8, 1999, and shall
expire on August 8, 2003, six years from the date hereof.
3. Other Conditions and Limitations.
(a) The Option is granted on the condition that the
purchase of Common Stock hereunder shall be for investment
purposes and not with a view to resale or distribution, except
that such condition shall be inoperative if the offering of
Common Stock subject to the Option is registered under the 1933
Act or if in the opinion of counsel for the Company such stock
may be resold without registration. At the time of the exercise
of the Option or any installment thereof, the Optionee will
execute such further agreements as the Company may require to
implement the foregoing condition and to acknowledge the
Optionee's familiarity with restrictions on the sale of the
Shares under applicable securities laws.
(b) The Company will furnish upon request of the Optionee
copies of the Certificate of Incorporation of the Company, as
amended, and By-Laws of the Company and such publicly available
financial and other information concerning the Company and its
business and prospects as may be reasonably requested by the
Optionee in connection with the exercise of the Option.
(c) The Option shall not be transferable otherwise than by
will or by the laws of descent and distribution, and the Option
shall be exercisable during the lifetime of the Optionee by the
Optionee only. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned,
transferred (except as provided above), pledged or hypothecated
in any way and shall not be subject to execution, attachment or
similar process, and any attempt to do so shall be null and void
and without effect.
4. Exercise of Option. The Option shall be exercisable only
by delivery of a written notice by the Optionee in person or by
United States Registered or Certified Mail, Return Receipt
Requested, to the Company as its principal office. Payment for
the Shares shall be tendered in full with the notice and shall
be made either (a) in cash, (b) by check, (c) if permitted by
the Board of Directors, by delivery and assignment to the
Company of shares of Company stock having a fair market value on
the date of exercise as determined by the Board of Directors of
the Company equal to the exercise price, (d) the exercise of
Stock Appreciation Rights, as provided in paragraph 5 hereof, or
(e) by a combination of (a), (b), (c) and (d).
5. Stock Appreciation Rights. Each Stock Appreciation Right
shall entitle the Optionee to elect, at any time that any
portion of this Option remains unexercised for one or more
Shares, to surrender all or any portion of this Option and
receive Shares. The fair market value of such Shares shall be
equal to the product of (i) the amount by which the fair market
value of a share of Common Stock on the date of such election
shall exceed the option price of a share of Common Stock on the
date of this Option multiplied by (ii) the number of Shares with
respect to which such election shall have been made.
6. Stock Dividends; Stock Splits, Stock Combinations;
Recapitalizations. The number, kind and Option Price of the
shares covered by this Option shall be automatically
appropriately adjusted to give effect to any stock dividends,
stock splits, stock combinations, recapitalization and other
similar changes in the capital structure of the Company after
the grant of the Option.
7. Merger; Sale of Assets; Dissolution. In the event of a
merger or similar reorganization as to which the Company is the
surviving corporation, the number, kind and Option price of the
shares then subject to the Option may be adjusted as determined
by the Board of Directors. In order to permit the Optionee
acquiring shares upon exercise of an Option to participate, as a
shareholder of the Company, (1) in a merger in which the Company
does not survive, a sale of substantially all of the assets of
the Company, or a sale of at least a majority of the issued and
outstanding capital stock of the Company, with or to any
person(s) or entity(ies) not controlling, controlled by or under
common control with the Company, or (2) in a liquidation of the
Company, the Company will use its best efforts to give advance
notice of any such event to Optionee.
8. Termination of Option. In the event that the Optionee
ceases for any reason to be a Director of the Company at any
time prior to exercise of the Option in full, the Option shall
terminate in accordance with the following provisions:
(a) If the Optionee's directorship shall have been
terminated because of Optionee's disability within the meaning
of Section 22(e)(3) of the Code or Optionee's death, the
Optionee, or his estate or personal representative may at any
time within a period of six months after such termination of
employment, exercise the Option to the extent that the Option
was exercisable on the date of termination of the Optionee's
directorship; and
(b) If the Optionee's directorship shall have been
terminated for any reason other than for such disability or
death, the Optionee may at any time within a period of three
months after such termination of employment exercise the Option
to the extent it was exercisable on the date of termination of
the Optionee's directorship; provided however, that the Option
may not be exercised to any extent by anyone after the date of
expiration of the Option as described in Paragraph 2.
9. Notice of Disposition of Shares. The Optionee hereby
agrees to notify the Company within 7 days if the Optionee
disposes of any shares of Common Stock acquired on the exercise
of the Option within one year after the exercise of the Option.
10. Rights as Shareholder. The Optionee shall have no rights
as a shareholder with respect to the shares subject to the
Option until the exercise of the Option and the issuance of a
stock certificate. No certificates for Shares which are not
eligible for receipt pursuant to the provisions of paragraph 2
will be issued.
11. Miscellaneous. Nothing herein contained shall impose any
obligation on the Company or the Optionee with respect to the
Optionee's continued status as a Director of the Company or upon
the Optionee to exercise the Option. The Company makes no
representation as to the tax treatment to the Optionee upon
receipt or exercise of the Option or sale or other disposition
of the Shares covered by the Option. The Company in its
discretion, may cause to be made, as a condition precedent to
the payment of any cash or stock, appropriate arrangements for
the withholding of any federal, state, local or foreign taxes.
12. Relationship to Plan. The Option has been granted
pursuant to the Plan, as amended and in effect on the date
hereof, and is in all respects subject to its terms, conditions
and definitions. The Optionee hereby accepts the Option subject
to all of the terms and provisions of the Plan and agrees that
all decisions under and
interpretations of the Plan by the Board of Directors shall be
final, binding and conclusive upon the Optionee, his heirs and
his legal representatives.
13. Governing Law. This Agreement shall be subject to and
construed in accordance with the laws of the State of Delaware.
14. Legends; Stop Transfer. The following legends shall
appear on each Certificate issued pursuant to this Agreement:
THE SHARE OR SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCK OPTION
AGREEMENT PURSUANT TO WHICH THIS CERTIFICATE HAS BEEN ISSUED, A
COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICE OF THE COMPANY
AND WILL BE FURNISHED BY THE COMPANY UPON REQUEST WITHOUT
CHARGE.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. AS AMENDED (THE "ACT"), AND MAY NOT
BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER WILL NOT
REQUIRE REGISTRATION UNDER SUCH ACT.
To ensure compliance with the terms of this Agreement, the
Company may issue to its Transfer Agent appropriate stop
transfer instructions with respect to the Shares purchased by
the Optionee pursuant to this Option.
15. Certain Definitions. The following terms when used in
this Option have the following meanings, unless otherwise
expressly indicated:
(a) "Board of Directors" means the Board of Directors of the
Company or a committee thereof which has been delegated
authority to take action for the Board with respect to this
Option.
(b) "Code" means the Internal Revenue Code of 1954, as
amended. (c) "Common Stock" means the $.06 par value
Common Stock of the Company.
(d) "1933 Act means the Securities Act of 1933, as amended.
(e) "Plan" means the Company's 1985 Stock Option Plan, as
amended and in effect on the date hereof.
(f) "Shares" shall mean those shares of Company Common Stock
which were purchased by the Optionee pursuant to this Option.
IN WITNESS WHEREOF, the Company and the Optionee have executed
this Agreement in duplicate as of the 5th day of May, 1998.
OMEGA HEALTH SYSTEMS, INC.
BY: /s/Thomas P. Lewis
Thomas P. Lewis, President and CEO
OPTIONEE: /s/Andrew W. Miller
Andrew W. Miller
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.
Date: April 9, 1999
/s/Andrew W. Miller
Andrew W. Miller
