<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1996
REGISTRATION NO. 33-
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- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of
incorporation or organization)
38-3041398
(I.R.S. Employer
Identification No.)
---------------------------
905 WEST EISENHOWER CIRCLE, SUITE 110
ANN ARBOR, MICHIGAN 48103
(313) 747-9790
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------------
ESSEL W. BAILEY, JR.
905 WEST EISENHOWER CIRCLE, SUITE 110
ANN ARBOR, MICHIGAN 48103
(313) 747-9790
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
Copies of communications to:
DON M. PEARSON, ESQ.
ARGUE PEARSON HARBISON & MYERS
801 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90017
(213) 622-3100
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
---------------------------
CALCULATION OF REGISTRATION FEES
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
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Common Stock ($.10 par value)..... 2,000,000 28.25* $56,500,000 $19,483
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</TABLE>
* Estimated solely for purposes of computing the registration fee and computed
in accordance with Rule 457(h) upon the basis of the high and low prices per
share of the Registrant's Common Stock on July 18, 1996.
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<PAGE> 2
OMEGA HEALTHCARE INVESTORS, INC.
Cross Reference Sheet showing location in Prospectus of Information
Required by Form S-3.
<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM LOCATION IN PROSPECTUS
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<S> <C> <C>
1. Forepart of Registration Statement
and Outside Front Cover Page
of Prospectus........................ Outside Front Cover of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus.................. Available Information; Incorporation of Certain
Documents by Reference; Outside Back Cover
of Prospectus
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges... The Company; Inapplicable
4. Use of Proceeds...................... Use of Proceeds
5. Determination of Offering Price...... Inapplicable
6. Dilution............................. Inapplicable
7. Selling Security Holders............. Inapplicable
8. Plan of Distribution................. Dividend Reinvestment Plan
9. Description of Securities to be
Registered........................... Inapplicable
10. Interest of Named Experts and
Counsel.............................. Legal Matters
11. Material Changes..................... Inapplicable
12. Incorporation of Certain Information
by Reference......................... Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.......................... Indemnification of Directors and Officers
</TABLE>
<PAGE> 3
PROSPECTUS
OMEGA HEALTHCRE LOGO
OMEGA HEALTHCARE INVESTORS, INC.
2,000,000 SHARES
COMMON STOCK
DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
------------------------
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
OMEGA HEALTHCARE
INVESTORS, INC., (hereinafter "OMEGA" or the "Company"), offers its shareholders
an opportunity to automatically reinvest their dividends in shares of Common
Stock and to purchase Common Stock, $0.10 par value per share ("Common Stock")
with optional cash investments of not more than $20,000 per calendar year
directly from the Company while avoiding brokerage fees and commissions. The
Plan is designed to provide shareholders with a convenient and economical way to
purchase shares of the Common Stock, and to reinvest all or a portion of their
cash dividends in additional shares of Common Stock. The Company reserves the
right to discontinue any investor's participation in the program if the purpose
of the Plan is not being met by the investor.
Shares of Common Stock will be, at the Company's sole discretion, purchased
either directly from the Company from its authorized but unissued shares or on
the open market. In the event of an open market purchase, the Market Price (as
defined under the caption "DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
- - -- Source and Price of Shares" below) for the Common Stock will be the weighted
average price (excluding brokerage fees and commissions) of all shares purchased
on behalf of the Plan for the relevant Investment Date (as defined under the
caption "DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN -- Investment
Dates" below). The Market Price of shares purchased under the Plan that are
issued from the Company's authorized but unissued shares of Common Stock will be
the average of the high and low prices of the Common Stock on the New York Stock
Exchange on the relevant Investment Date.
The price to the participant of shares purchased with optional cash
investments will be 100% of the Market Price. The price to the participant of
shares purchased under the Plan with reinvested dividends will be 95% of the
Market Price, but the Company reserves the right to discontinue such discount if
the Plan purchases Common Stock on the open market to fulfill dividend
reinvestment purchases.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "OHI." On July 18, 1996, the last reported sale price of the Common
Stock on the New York Stock Exchange Composite Tape was $28.25.
This Prospectus should be retained for future reference.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is July 19, 1996.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington,
D.C., 20549, at prescribed rates. The Company's Common Stock is listed on and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of, the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3, of which this prospectus is a part, and
exhibits relating thereto which the Company has filed with the Commission under
the Securities Act of 1933, as amended (the "Act"). Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Stock. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the year ended December 31, 1995 (the "Form 10-K") and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, which have
been filed previously with the Commission under File No. 1-11316. The Company
hereby incorporates by reference herein the description of the Company's Common
Stock, $.10 par value, contained in its Initial Registration Statement on Form
8-A, filed under Section 12 of the Securities Exchange Act of 1934, and declared
effective by the Commission on August 7, 1992.
All documents filed by the Company pursuant to Section 13 (a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus. The documents incorporated herein
by reference are sometimes hereinafter called the "Incorporated Documents." Any
statement contained herein or in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The information relating to the Company contained in this prospectus does
not purport to be comprehensive and is based upon information contained in the
Incorporated Documents. Accordingly, the information contained herein should be
read together with the information contained in the Incorporated Documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the Incorporated Documents, other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to Omega Healthcare
Investors, Inc., c/o First Chicago Trust Company, P.O. Box 2598, Jersey City,
N.J. 07303-2598, Telephone Number 1-800-519-3111.
2
<PAGE> 5
THE COMPANY
Omega Healthcare Investors, Inc., a Maryland Corporation was organized in March
1992 to qualify as a real estate investment trust. The Company's operations
commenced on August 14, 1992, the date of the closing of the Company's initial
public offering and the substantially simultaneous purchase of the initial
health care facilities. The Company invests in healthcare related properties
located throughout the United States and provides financing with a focus on
middle market firms in the nursing home segment of the healthcare industry. The
Company also manages and is an owner of Principal Healthcare Finance, Limited, a
company which owns and leases 27 nursing home facilities located in the United
Kingdom. The Company's executive offices are located at 905 West Eisenhower
Circle, Suite 110, Ann Arbor, Michigan 48103.
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
The Plan offers the Company's shareholders an opportunity to automatically
reinvest their dividends in shares of Common Stock and to purchase Common Stock
directly from the Company while avoiding brokerage fees and commissions. The
shares of Common Stock purchased under the Plan may be purchased directly from
the Company, in which case such shares will be from the Company's authorized but
unissued shares, or on the open market.
KEY FEATURES OF THE PLAN
- Participants can reinvest dividends in full or in part at a 5% discount
from the Market Price of the Common Stock except when shares are acquired
in the open market, in which case the price will be 100% of the Market
Price of Common Stock.
- Additional investments of not more than $20,000 per year may be made by
shareholders at 100% of the market price of the Common Stock by check, or
money order or automatic deduction from a predesignated bank account (the
minimum investment amount is $1,000).
- Participants buy shares in whole dollar amounts rather than a specified
quantity of shares and their accounts are credited with the appropriate
number of full and fractional shares.
- Optional cash is invested monthly on each Investment Date.
- Participants can receive all or a part of their cash dividend payments
electronically or by check.
- The Plan offers a "share safekeeping" service whereby participants may
deposit their Common Stock certificates with the Plan Administrator and
have their ownership of such Common Stock maintained on the
Administrator's records as part of their Plan accounts.
- Statements are mailed quarterly to each participant listing all
year-to-date transactions in the participant's account.
- The Market Price for shares purchased under the plan is determined by
formulas as described under "Source and Price of Shares" below, and as a
result, participants are unable to control the price at which shares will
be purchased for their accounts.
THE FOLLOWING IS A COMPLETE STATEMENT OF THE PLAN.
3
<PAGE> 6
PURPOSE
The purpose of the Plan is to provide registered shareholders with a
convenient and economical way to purchase shares of Common Stock and to reinvest
all or a portion of their cash dividends in additional shares of Common Stock.
The Plan is designed to promote ownership among shareholders who are committed
to investing a minimum amount, holding their shares in direct form and building
share ownership over time.
ADMINISTRATION
First Chicago Trust Company of New York (the "Administrator") will
administer the Plan, hold shares of Common Stock acquired under the Plan, keep
records, send statements of activity to participants, and perform other duties
related to the Plan. Participants may contact the Administrator by telephoning
the Administrator toll free:
Shareowner customer service: 1-800-519-3111. Customer Service
Representatives are available 9:00 a.m. - 6:00 p.m. Eastern time, each business
day.
Normal hours: 8:00 a.m. -- 10:00 p.m. Eastern time, each business day
8:00 a.m. -- 3:30 p.m. Eastern time, Saturdays
Internet: Messages forwarded on the Internet will be responded to within 24
hours each business day. The First Chicago Trust Company address is
"HTTP://WWW.FCTC.COM"
TDD: (201) 222-4955 Telecommunications Device for the hearing impaired.
Or by writing to:
Omega Healthcare Investors, Inc. -- Dividend Reinvestment Plan
c/o First Chicago Trust Company
P.O. Box 2598
Jersey City, N.J. 07303-2598
Written communications may also be sent to the Administrator by telefax at
201-222-4892.
ELIGIBILITY
Any holder of record of shares of Common Stock is eligible to become a
participant in the Plan provided that (i) such individual completes and submits
the Authorization Form described below under "Enrollment Procedures" and (ii) in
the case of citizens or residents of a country other than the United States, its
territories, and possessions, participation would not violate local laws
applicable to the Company or the participant.
ENROLLMENT PROCEDURES
After being furnished with a copy of this Prospectus, shareholders of
record may join the Plan by completing and signing an Authorization Form and
returning it to the Administrator. Shareholders initially electing participation
in the direct investment feature must include a minimum initial investment of at
least $1,000 with their completed Initial Investment Form; see "Initial
Investments and Additional Investments" below.
A beneficial owner of shares of Common Stock registered in the name of a
Financial Intermediary (for example, a bank, broker, or nominee) may participate
in the Plan by directing his or her Financial
4
<PAGE> 7
Intermediary to register these shares directly in beneficial owner's name and
deliver a certificate to the beneficial owner.
Authorization Forms will be processed as promptly as practicable.
Participation in the Plan will begin after the properly completed form has been
reviewed and accepted by the Administrator.
PARTICIPANTS IN THE COMPANY'S PREVIOUS DIVIDEND REINVESTMENT AND COMMON
STOCK PURCHASE PLAN WILL AUTOMATICALLY CONTINUE IN THIS AMENDED AND RESTATED
PLAN WITHOUT SENDING IN A NEW AUTHORIZATION FORM (I.E. PARTICIPATION WILL
CONTINUE UNLESS THE PARTICIPANT AFFIRMATIVELY WITHDRAWS FROM THE PLAN).
PARTICIPANTS IN THE PLAN MAY CHANGE THEIR DIVIDEND ELECTION AT ANY TIME.
INVESTMENT DATES
The Administrator will process your investments promptly. The Plan's
"Investments Dates" occur once each month on the 15th day of the month, or on
the preceding business day if the 15th falls on a weekend or holiday.
ADDITIONAL INVESTMENTS
Participants may make additional cash investments by personal check, money
order or automatic deduction from a bank account. Additional cash investments
must be at least $1,000 for any single investment and may not exceed $20,000 per
year.
Additional cash investments by shareholders of record must be received by
the Administrator prior to an Investment Date to be invested on that Investment
Date. Otherwise, the additional cash investment will be held by the
Administrator and invested on the next Investment Date. Upon a participant's
written request received by the Administrator no later than two business days
prior to the applicable Investment Date, an additional cash investment not
invested under the Plan will be returned to the participant. However, no refund
of a check or money order will be made until the funds have been received by the
Administrator. Accordingly, such refunds may be delayed by up to three weeks. No
interest will be paid on amounts held by the Administrator pending investment.
All cash investments are subject to collection by the Administrator for full
face value in U.S. funds.
Additional investments of a minimum of $1,000 may be made by personal check
or money order payable in U.S. dollars to "FCT-OMEGA." Such investments should
be mailed to the Administrator together with the Cash Payment Form attached to
each statement of account or transaction advice sent to participants.
DIVIDEND OPTIONS
- - - Reinvestment of Cash Dividends
Participants may elect to reinvest all or part of the cash dividends paid
on the Common Stock registered in their names and held in their Plan accounts by
designating their election on their Enrollment Authorization Form. Participants
electing a partial cash payment of their cash dividends must designate the
number of whole shares for which they want to receive cash dividends. Dividends
paid in cash on such designated shares will be sent to the participant by check
in the usual manner or by direct deposit, if the participant has elected the
direct deposit option, and the balance of the dividend will be reinvested.
Dividends paid on all other shares registered in the participant's name and held
in the participant's Plan account will be reinvested in additional shares of
Common Stock.
5
<PAGE> 8
Reinvestment levels may be changed from time to time as a participant
desires by submitting a new election to the Administrator. To be effective with
respect to a particular Common Stock dividend, any such change must be received
by the Administrator on or before the record date for such dividend. The record
date is usually about two weeks prior to the payment of the dividend. The
Company has historically paid cash dividends on the 15th of February, May,
August and November or on the preceding business day if the 15th falls on a
weekend or holiday. The payment of dividends in the future and the amount of
such payments, if any will depend upon the Company's earnings and such other
facts as the Board of Directors deems relevant.
- - - Cash Dividends Elections
Participants may elect to receive all or part of their dividends in cash,
in which case a check for the requested portion of the total dividend amount
will be issued. As an additional service option, the direct deposit of dividends
service is available; participants may authorize the Administrator to
electronically credit their checking or savings accounts on the dividend payment
date in lieu of receiving dividend checks.
Through the Company's direct deposit feature, participants may elect to
have any cash dividends not being reinvested under the Plan paid by electronic
funds transfer to the participant's designated bank account. To receive such
dividends by direct deposit, participants must first complete and sign a Direct
Deposit Authorization Form and return the form to the Administrator. Direct
Deposit Authorization Forms are available upon request from the Administrator.
See "Administration" above.
Direct Deposit Authorization Forms will be processed and will become
effective as promptly as practicable after receipt by the Administrator.
Participants may change the designated account for Direct Deposit or discontinue
this feature by written instruction to the Administrator.
SOURCE AND PRICE OF SHARES
To fulfill Plan requirements shares will be purchased, at the Company's
discretion, either directly from the Company, in which event such shares will be
either authorized but unissued shares, or on the open market. These purchases
are subject to such terms and conditions, including price and delivery, as the
administrator may accept. In the event of an open market purchase, the Market
Price for the Common Stock will be the weighted average price (excluding
brokerage commissions) of all shares purchased on behalf of the Plan. The Market
Price of shares purchased from the Company will be the average of the high and
low sale prices of the Common Stock as reported on the New York Stock
Exchange-Consolidated Transactions on the 15th day of each month, or on the
preceding business day if the 15th falls on a weekend or holiday (the Investment
Date).
The price to the participant of shares purchased with reinvested dividends
will be 95% of the Market Price, but the Company reserves the right to
discontinue such discount if the Plan purchases Common Stock on the open market
to fulfill the dividend reinvestment purchases. The price to the participant for
Common Stock purchased under the plan with additional cash investments will be
at 100% of the Market Price.
Purchases from the Company of authorized but unissued shares of Common
Stock will be made on the relevant Investment Date. Purchases on the open market
will begin on the Investment Date and will be completed no later than 30 days
from such date, except where completion at a later date is necessary or
advisable under any applicable federal or state laws, or regulations. Such
purchases may be made on any securities exchange where such shares are traded,
in the over-the-counter market, or by negotiated transactions and may be subject
to such terms with respect to price, delivery, and other terms as the
Administrator may agree to. Neither the Company nor any participant shall have
any authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
6
<PAGE> 9
TERMINATION OF PARTICIPATION
A Participant may terminate participation in the Plan at any time by giving
written or telephonic instructions to the Administrator. As soon as practical
following termination, the Administrator will send the Participant a certificate
for the whole shares in the Participant's Plan account. If the request to
terminate is received by the Administrator after a record date for a dividend
payment, such request to terminate may not become effective until any dividend
paid on the dividend payment date has been reinvested and the shares of Common
Stock purchased are credited to the Participant's account under the Plan. The
Administrator, in its sole discretion, may either pay any such dividend in cash
or reinvest it in Common Stock on behalf of the terminating Participant. If such
dividend is reinvested, the Administrator may sell the shares purchased and
remit the proceeds to the Participant, less any brokerage commission, any
service fee and any other costs of sale. In every case of termination, the
Participant's interest in a fractional share will be paid in cash and will be
valued at the then current market price.
After termination of participation, dividends will be paid to the
shareholder in cash unless and until the shareholder rejoins the Plan, which he
or she may do at any time by requesting an Authorization Form from the
Administrator. See Eligibility above.
WITHDRAWAL OF SHARES
A participant may withdraw shares from the Plan at any time by giving
written or telephonic instructions to the Administrator. Upon withdrawal of
shares from the Plan, a certificate for the whole shares withdrawn from the Plan
will be issued to the Participant.
SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
The Administrator provides insurance coverage on certificates mailed by
individual investors to the Administrator for safekeeping in Program accounts in
certain instances as described below. Insurance covers the replacement of shares
of stock, but in no way protects against any loss resulting from fluctuations in
the value of such shares from the time the individual mails the certificates
until such time as replacement can be effected.
At the time of enrollment in the Plan, or at any later time, participants
may use the Plan's "share safekeeping" service to deposit any Common Stock
certificates in their possession with the Administrator. Shares deposited will
be transferred into the name of the Administrator or its nominee and credited to
the participant's account under the Plan. Thereafter, such shares will be
treated in the same manner as shares purchased through the Plan. By using the
Plan's share safekeeping service, participants no longer bear the risks
associated with loss, theft or destruction of stock certificates.
To insure against loss resulting from mailing your certificates to the
Administrator, the Plan provides for mail insurance free of charge for
certificates valued at up to $25,000 when mailed first class, using the brown,
pre-addressed envelope provided by the Administrator. To be eligible for
certificate mailing insurance, an individual investor must observe the following
guidelines. Certificates must be mailed in brown, pre-addressed return envelopes
supplied by the Administrator. Certificates mailed to the Administrator will be
insured for up to $25,000 current market value provided they are mailed first
class. The Administrator will promptly send the participant a statement
confirming each deposit of certificates. Individual investors must notify the
Administrator of any claim within thirty (30) calendar days of the date the
certificates were mailed. To submit a claim, an individual investor must be a
current participant or the individual investor's loss must be incurred in
connection with becoming a participant. In the latter case, the claimant must
enroll in the Plan at the time the insurance claim is processed. The maximum
insurance protection provided to the participant is $25,000 and
7
<PAGE> 10
coverage is available only when the certificate(s) is sent to the Administrator
in accordance with the guidelines described above.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of such shares from
the time the individual mails the certificates until such time as replacement
can be effected.
COSTS TO A PARTICIPANT IN THE PLAN
A participant will incur no brokerage commission or service charges for
purchases made under the Plan. All costs of administration of the Plan and
brokerage commissions or service charges incurred in connection with the
purchase of the shares will be paid by the Company. Any brokerage commissions,
any service fee and any other costs of sale in connection with a sale by the
Administrator of all or part of the shares held for a Participant under the Plan
will be charged to such Participant.
REPORTS TO PARTICIPANTS
Each participant who reinvests dividends will receive a statement of
year-to-date activity showing the amount invested, purchase price, the number of
shares purchased, deposited, withdrawn, total shares accumulated and other
information. This quarterly statement will consolidate all shares held by the
Administrator for the participant and other shares registered in the
participant's name. Each participant should retain these statements so as to be
able to establish the cost basis of shares purchased under the Plan for income
tax and other purposes. Duplicate statements will be available from the
Administrator. Participants will be charged a fee of $5 for each statement that
is two or more years old, not to exceed $25 where statements for more than one
year are requested.
The Administrator will also send each participant a confirmation promptly
after enrollment and after each additional cash investment.
In addition, each participant will receive directly from the Company all of
the same communications sent to all holders of shares of Common Stock, including
the Company's annual report to stockholders, a notice of the annual meeting and
accompanying proxy statement and an Internal Revenue Service information return,
if so required, for reporting dividend income received.
All notices, statements and reports from the Administrator to a participant
will be addressed to the participant at his or her latest address of record with
the Administrator. Therefore, participants must promptly notify the
Administrator of any change of addresses.
CERTIFICATES FOR SHARES
Common Stock purchased and held under the plan will be held in safekeeping
by the Administrator in its name or the name of its nominee. The number of
shares (including fractional interest) held for each participant will be shown
on each statement of account. Participants may obtain a certificate for all or
some of the whole shares of Common Stock held in their Plan accounts at any time
upon written or telephonic request to the Administrator. Any remaining whole or
fractional shares will continue to be held by the Administrator. Withdrawal of
shares in the form of a certificate in no way affects dividend reinvestment, see
"Reinvestment of Cash Dividends" above.
Common Stock held by the Administrator for a participant's Plan account may
not be pledged or assigned. A participant who wishes to pledge or assign any
such shares must request that a certificate for such shares be issued in the
participant's name.
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<PAGE> 11
MISCELLANEOUS
- - - Stock Split, Stock Dividend or Rights Offering
Any dividends in Common Stock or split shares of Common Stock distributed
by the Company on shares held by the Administrator for a participant's Plan
account will be added to the participant's account. Stock dividends or split
shares distributed on shares registered in a participant's name and held in
certificated form will be mailed directly to the participant in the same manner
as to shareholders who are not participating in the Plan.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned, that is, the total number of
shares registered in the participant's name and the total number of whole shares
held in the participant's Plan account.
- - - Voting of Plan Shares
Whole shares held in a Plan account may be voted in person or by the proxy
sent to the participant. Fractions of shares will not be voted.
- - - Limitation of Liability
Neither the Company nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors) will
be liable in administering the Plan for any act done in good faith nor for any
good faith omission to act, including, without limitation, any claim of
liability arising from failure to terminate a participant's account upon such a
participant's death or with respect to the prices or times at which shares are
purchased or sold for participants or fluctuations in the market value of Common
Stock. Participants should recognize that the prices of shares purchased under
the Plan will be determined by, and subject to, market conditions, and neither
the Company nor the Administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
- - - Change or Termination of the Plan
The Company may suspend, modify or terminate the Plan at any time in whole,
in part, or in respect of participants in one or more jurisdictions. Notice of
such suspension, modification or termination will be sent to all affected
participants. No such event will affect any shares then credited to a
participant's account. Upon any termination of the Plan by the Company,
certificates for whole shares credited to an affected participant's account
under the Plan will be issued to the participant and a cash payment will be made
for any fraction of a share. Fractions of shares will be valued at the then
current market price, less any fees, brokerage commissions and any other costs
of sale.
- - - Termination of a Participant
The Company may terminate a participant's participation in the Plan if a
participant does not own at least one whole share registered in the
participant's name or held through the Plan. The Company also reserves the right
to discontinue any investor's participation in the program if the purpose of the
Plan is not being met by the investor. Participants whose participation in the
Plan has been terminated will receive certificates for whole shares held in
their account and a check for the cash value of any fractional share held in
their Plan accounts. Fractions of shares will be valued at the then current
market price, less any fees, brokerage commissions and any other costs of sale.
9
<PAGE> 12
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the federal income tax consequences of
participation in the Plan. The tax consequences to a particular participant may
vary on account of individual circumstances. A participant should consult his or
her tax advisor as to the income tax consequences based upon his or her
particular circumstances and as to the consequences under state, local and
foreign law.
REINVESTED DIVIDENDS
In the case of reinvested dividends, when the Administrator acquires shares
for a participant's account directly from the Company, the participant must
include in gross income a dividend measured by the fair market value of the
shares so acquired. Alternatively, when the Administrator purchases Common Stock
for a participant's account on the open market with reinvested dividends, the
amount of the dividend will include that portion of any brokerage commissions
paid by the Company that are attributable to the purchase of the participant's
shares. For the alternative described above, the basis of shares so acquired is
in general equal to the amount of the dividend attributable to the acquisition
of the shares (i.e., the basis of shares generally equals the amount of
dividends included in the gross income of a participant).
SHAREHOLDERS SUBJECT TO WITHHOLDING
In the case of foreign stockholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, or in the case of domestic stockholders whose dividends are subject
to backup withholding, the Agent will invest in Common Stock an amount equal to
the net dividends of such participants, after deduction of the withholding
amount. The amount so withheld will be reported to affected participants at
year-end as tax withheld.
ADDITIONAL TAX CONSIDERATIONS
The holding period for shares purchased under the Plan will begin the day
after the date the shares are acquired.
A participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan,
either upon a request for such certificates or upon withdrawal from or
termination of the Plan. However, a U.S. shareholder who receives a cash payment
from the sale of shares acquired under the Plan or from fractional shares upon
withdrawal from the Plan, will recognize a gain or loss on the sale to the
extent of the difference between the cash realized and the participant's basis
in such shares or fractional share. Such gain or loss generally will constitute
long-term capital gain or loss if the holder has held such shares for more than
one year. A loss incurred on the sale or exchange of shares of Common Stock held
for six months or less (after applying certain holding period rates), however,
will generally be deemed a long-term capital loss to the extent of any long-term
capital gain dividends received by the U.S. Stockholder with respect to such
shares.
Under backup withholding regulations promulgated by the Internal Revenue
Service, dividends that are reinvested pursuant to the Plan may be subject to
the withholding tax generally applicable to dividends unless the participant
provides the Company with the participant's taxpayer identification number. Any
amount so withheld will be treated as a taxable dividend received by the
participant under the foregoing rules and will be reported to the participant in
January of the following year.
For further information as to the tax consequences to participants in the
Plan, including state, local and foreign tax consequences, participants should
consult with their own tax advisors. The above discussion is
10
<PAGE> 13
based on federal income tax laws as in effect as of the date hereof.
Participants should consult their tax advisors with respect to the impact of any
future legislative proposals or legislation enacted after the date of this
Prospectus.
DIVIDEND POLICY
It is the Company's policy to declare quarterly distributions to the
holders of Common Stock so as to comply with applicable sections of the Internal
Revenue Code governing real estate investment trusts. Subject to the foregoing,
future dividends will be determined in light of the earnings and financial
condition of the Company and other relevant factors.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will ultimately be sold under the Plan, the prices at which such shares will be
sold or the number of such shares, if any, that will be sold by the Company from
the Company's authorized but unissued shares of Common Stock. Therefore, the
Company cannot estimate the amount of proceeds to be received from the sale of
such shares. To the extent that shares of Common Stock are sold from the
Company's authorized but unissued shares of Common Stock, the proceeds of such
sales will be added to the general funds of the Company and will be used for
funding of real estate investments or for general corporate purposes.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of directors and officers to the full extent permitted by
Maryland law.
Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director or officer with respect to any
proceedings unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
was either committed in bad faith or the result of active or deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services, or; (c) in the case of criminal
proceedings, the director or officer had reasonable cause to believe that the
act or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director or
office in connection with the proceeding; provided, however, that if the
proceeding is won by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a rebuttable presumption that the
director or officer did not meet that standard of conduct.
Insofar as indemnification for liabilities arising under the Securities Act
is permitted to directors and officers of the Registrant pursuant to the
above-described provisions, the Registrant understands that the Commission is of
the opinion that such indemnification contravenes federal public policy as
expressed in said act and therefore is unenforceable.
11
<PAGE> 14
LEGAL MATTERS
The legality of the shares of Common Stock being offered hereby has been
passed upon for the Company by Argue Pearson Harbison & Myers, Los Angeles,
California.
EXPERTS
The Company's consolidated financial statements, incorporated by reference
to the Company's annual report on Form 10-K for the year ended December 31, 1995
have been audited by Ernst & Young, LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
12
<PAGE> 15
- - ---------------------------------------------------------
- - ---------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................. 3
Dividend Reinvestment and Common Stock
Purchase Plan......................... 3
Purpose............................ 4
Administration..................... 4
Eligibility........................ 4
Enrollment Procedures.............. 4
Investment Dates................... 5
Additional Investments............. 5
Dividend Options................... 5
Source and Price of Shares......... 6
Termination of Participation....... 7
Withdrawal of Shares............... 7
Share Safekeeping and Insured
Certificate Mailings............. 7
Costs to a Participant in the
Plan............................. 8
Reports to Participants............ 8
Certificates for Shares............ 8
Miscellaneous...................... 9
Federal Income Tax Consequences......... 10
Dividend Policy......................... 11
Use of Proceeds......................... 11
Indemnification of Directors and
Officers.............................. 11
Legal Matters........................... 12
Experts................................. 12
</TABLE>
------------------------
No person has been authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer of any securities other than the
registered securities to which it relates, or an offer to any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
at any time does not imply that the information herein is correct as of any time
subsequent to its date.
- - ---------------------------------------------------------
- - ---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
OMEGA HEALTHCARE INVESTORS, INC.
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
JULY 1996
PROSPECTUS
---------------------------------------------------------
---------------------------------------------------------
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER BUSINESS OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate (except for the Commission registration fee)
of the fees and expenses to be incurred in connection with the issuance and
distribution of the Common Stock registered hereby:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee.................................................. $19,483
New York Stock Exchange Fees........................................ 7,000
Legal Fees and Expenses............................................. 2,500
Accounting Fee...................................................... 1,000
Printing Costs...................................................... 5,500
Miscellaneous Expenses.............................................. 1,500
-------
Total.......................................................... $36,983
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and Bylaws of the Registrant provide for the
indemnification of directors and officers to the full extent permitted by
Maryland law.
Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director or officer with respect to any
proceedings unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
was either committed in bad faith or the result of active or deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services, or; (c) in the case of criminal
proceedings, the director or officer had reasonable cause to believe that the
act or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director or
office in connection with the proceeding; provided, however, that if the
proceeding is won by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a rebuttable presumption that the
director or officer did not meet that standard of conduct.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
5.1 Opinion of Argue Pearson Harbison & Myers regarding legality of securities.
Consent of Argue Pearson Harbison & Myers (included in its opinion filed as
23.1 Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or
II-1
<PAGE> 17
Section 15(d) of the Securities and Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of the counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, Michigan, on the 17th day of July, 1996.
OMEGA HEALTHCARE INVESTORS, INC.
By: /s/ ESSEL W. BAILEY, JR.
-----------------------------------
Essel W. Bailey, Jr.
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ------------------------------------- ---------------------------------------- -------------
<S> <C> <C>
/s/ ESSEL W. BAILEY JR. Chairman, President, Chief Executive July 17, 1996
- - ------------------------------------- Officer, Secretary and Director
Essel W. Bailey, Jr. (principal executive officer)
/s/ DAVID A. STOVER Vice President and Chief Financial July 17, 1996
- - ------------------------------------- Officer (principal financial and
David A. Stover principal accounting officer)
/s/ JAMES E. EDEN Director July 17, 1996
- - -------------------------------------
James E. Eden
/s/ THOMAS F. FRANKE Director July 17, 1996
- - -------------------------------------
Thomas F. Franke
/s/ HAROLD J. KLOOSTERMAN Director July 17, 1996
- - -------------------------------------
Harold J. Kloosterman
/s/ BERNARD J. KORMAN Director July 17, 1996
- - -------------------------------------
Bernard J. Korman
/s/ EDWARD LOWENTHAL Director July 17, 1996
- - -------------------------------------
Edward Lowenthal
/s/ ROBERT L. PARKER Director July 17, 1996
- - -------------------------------------
Robert L. Parker
</TABLE>
II-3
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------ -----------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Argue Pearson Harbison & Myers regarding legality of securities
23.1 Consent of Argue Pearson Harbison & Myers (included in its opinion filed as Exhibit
5.1 hereto).
23.2 Consent of Ernst & Young
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5.1
July 15, 1996
Omega Healthcare Investors, Inc.
905 West Eisenhower Circle
Suite 110
Ann Arbor, Michigan 48103
RE: DIVIDEND REINVESTMENT PLAN
Gentlemen:
We have examined the Registration Statement, which you are filing with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of your Common Stock,
par value $.10 (the "Stock"), in connection with the Omega Healthcare Investors,
Inc. Dividend Reinvestment and Common Stock Purchase Plan. We have also examined
the proceedings heretofore taken, and are familiar with the additional
proceedings proposed to be taken by you, in connection with the authorization,
issue and sale of the Stock.
It is our opinion that, subject to completion of the additional proceedings
referred to above, the Stock will, upon sale and issuance thereof in the manner
described in the Registration Statement, be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and we further consent to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is a part thereof.
Very truly yours,
/s/ Argue Pearson Harbison & Myers
<PAGE> 1
EXHIBIT 23.2
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Omega Healthcare
Investors, Inc. for the registration of the Dividend Reinvestment and Common
Stock Purchase Plan and to the incorporation by reference therein of our report
dated March 25, 1996, with respect to the consolidated financial statements and
schedules of Omega Healthcare Investors, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young, LLP
Detroit, Michigan
July 15, 1996
