<PAGE> 1
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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 2, 1998
OMEGA HEALTHCARE INVESTORS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 1-11316 NO. 38-3041398
------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
905 WEST EISENHOWER CIRCLE, SUITE 110, ANN ARBOR, MI 48103
--------------------------------------------------------------------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (313) 747-9790
NOT APPLICABLE
--------------
(Former name or former address, if changed since last report.)
<PAGE> 2
REVISED
Item 5. Other Events.
*See press release dated April 2, 1998 attached as Appendix A and summary
financial information related to the Company's 1998 first quarter acquisitions
attached as Appendix B.
SIGNATURES
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, thereto duly authorized.
OMEGA HEALTHCARE INVESTORS, INC.
April 15, 1998 By /s/ David A. Stover
-----------------------------
David A. Stover,
Chief Financial Officer
<PAGE> 3
APPENDIX A
[OMEGA LETTERHEAD]
PRESS RELEASE -- FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Essel W. Bailey, Jr., Chairman and CEO, or F. Scott Kellman, Executive Vice
President and COO
(734) 747-9790
OMEGA ANNOUNCES PURCHASE FROM
INTEGRATED HEALTH SERVICES SUBSIDIARIES FOR $50,500,000
ANN ARBOR, MICHIGAN -- APRIL 2, 1998 -- Omega Healthcare
Investors, Inc. (NYSE OHI) announced today the purchase of five
nursing homes containing 734 nursing beds in Florida,
Pennsylvania and Ohio from subsidiaries of Integrated Health
Services, Inc. (NYSE IHS). Simultaneously, Omega entered into
lease agreements with Lyric Health Care Holdings II, Inc., a
wholly owned subsidiary of Lyric Health Care LLC. The initial
term of the lease is thirteen years at initial rents of
$4,949,000 annually. IHS will manage the facilities under a long
term management agreement.
F. Scott Kellman, Chief Operating Officer, commented on the
transaction: "We are pleased to expand our relationship with IHS
and Lyric. This relationship helped Omega drive healthcare
investments to more than $100 million during the first quarter of
1998."
Omega is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. Following
this transaction, its portfolio includes 273 healthcare
facilities with more than 26,000 licensed beds, located in 27
states, operated by 29 independent healthcare operating
companies. Omega is also an owner of Principal Healthcare Finance
Limited, a company which owns and leases 158 nursing home
facilities located in the United Kingdom.
---MORE---
EXHIBIT A
<PAGE> 4
ANALYSTS' SUPPLEMENTAL INFORMATION
Operator: Lyric Health Care Holdings II, Inc.
Facilities: # of beds # of facilities
--------- ---------------
Florida 420 3
Pennsylvania 213 1
Ohio 101 1
--- -
Total 734 5
Investment: $50,500,000
Initial annual rent: $4,949,000
Term of the lease: 13 years expiring April 2011, with two options to
extend for 13 additional years each
Security Deposit: Three months initial rent
Guarantor: Lyric Health Care LLC
<PAGE> 5
APPENDIX B
The following table sets forth certain unaudited summary financial
information for the Company on a pro forma basis. The pro forma information for
the year ended December 31, 1997 gives effect to the Company's acquisitions of
facilities subject to long-term triple-net leases and placements of mortagages
for the year ended December 31, 1997 and for the period of three months ended
March 31, 1998 as if they had been completed on January 1, 1997. It also gives
effect to the issuance of Series A Cumulative Preferred Stock issued in April,
1997, 6.95% Notes issued in July, 1997 and additional borrowings on the
Company's line of credit as if each had been completed on January 1, 1997. The
pro forma financial information is not necessarily indicative of what the
Company's results of operations would have been assuming the above events
actually occurred as of the dates indicated, nor do they purport to project the
Company's results of operations for any future date or for any future period.
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
Pro Forma
Historical Adjustment Pro Forma
---------- ---------- ---------
(Unaudited)
<S> <C> <C> <C>
REVENUE:
Rental income $54,073 $17,351 $ 71,424
Mortgage interest income 28,727 1,704 30,431
Other investment income 6,888 1,813 8,701
Miscellaneous 1,132 1,132
------- ------- --------
90,820 20,868 111,688
EXPENSES:
Depreciation and amortization 16,910 5,259 22,169
Interest 24,423 12,820 37,243
General and administrative 4,636 4,636
------- ------- --------
45,969 18,079 64,048
------- ------- --------
Net earnings 44,851 2,789 47,640
Preferred stock dividends 3,546 1,773 5,319
------- ------- --------
Net earnings available to Common $41,305 $1,016 $ 42,321
======= ====== ========
PER SHARE:
Net earnings available to Common, Basic $2.16 $2.22
Net earnings available to Common, Diluted $2.16 $2.21
Weighted average number of shares
outstanding, basic 19,085 19,085
Weighted average number of shares
outstanding, diluted 19,137 19,137
</TABLE>
