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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
OMEGA WORLDWIDE, INC.
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
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(Title of Class of Securities)
68210B108
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(CUSIP Number)
ESSEL W. BAILEY, JR. (734) 222-4602
315 East Eisenhower Parkway, Suite 212, Ann Arbor, Michigan 48108
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 12, 2001
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(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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).
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CUSIP NO. 68210B108 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Essel W. Bailey, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK 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
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER OF
412,607 (including 125,333 options exercisable within 60
days) (See Item 5)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
50,969 (See Item 5)
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
412,607 (including 125,333 options exercisable within 60
days) (See Item 5)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
50,969 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,380 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.96% (See Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 68210B108 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Menakka Bailey
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK 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
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER OF
528,804
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
50,969
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
528,804
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
50,969
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,380
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
(See Item 5)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.96% (See Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the common
stock, $0.10 par value ("Common Stock"), of Omega Worldwide, Inc. (the "Company"
or "OWWI"). The principal executive offices of the Company are located at 900
Victors Way, Suite 345, Ann Arbor, Michigan 48108.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Essel W. Bailey, Jr. and his wife
Menakka Bailey (collectively, the "Reporting Persons"). Mr. Bailey is a
self-employed private investor and consultant whose principal business address
is 315 East Eisenhower Parkway, Suite 212, Ann Arbor, Michigan 48108. Mr. Bailey
conducts his employment under the business names of Eclectic LLC and Alpha
Capital, Inc., both of which have as their principal business address 315 East
Eisenhower Parkway, Suite 212, Ann Arbor, Michigan 48108. Mrs. Bailey is a
private investor whose business address is 315 East Eisenhower Parkway, Suite
212, Ann Arbor, Michigan 48108. Another address for Mr. and Mrs. Bailey, and for
Eclectic LLC and Alpha Capital, Inc. is 135 South Beach Road, Hobe Sound,
Florida 33455. Each of the Reporting Persons is a United States citizen.
None of the Reporting Persons has, during the last five years, 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 and 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 OR OTHER CONSIDERATION.
Mr. Bailey acquired 12,303 shares directly and Mrs. Bailey acquired
directly 1,643 shares and they acquired jointly 31,968 shares on April 2, 1998
at the time of the distribution by Omega Healthcare Investors (OHI) of one share
of OWWI for 3.41 shares owned in the OHI spin-off. Additional open-market and
rights purchases were made with personal funds and are as set forth on
Attachment 1 which is incorporated herein by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
Essel W. Bailey, Jr. acquired the shares of Common Stock of the Company
held by him, and Menakka Bailey acquired the shares of Common Stock of the
Company held by her, for general investment purposes.
As a consequence of and pursuant to a waiver by the Company under its
Rights Plan granted to all shareholders of the Company extended through February
15, 2001 (as set forth in a letter to Mr. Todd P. Robinson dated October 9,
2000, and as extended in the Company's press
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release dated January 11, 2001), Mr. Bailey has discussed with other
shareholders of the Company issues relating to the maximization of shareholder
value and the means by which that might be achieved but has no agreements or
understanding with any such person. Mr. and Mrs. Bailey, acting together, are
considering plans or proposals which they believe might lead to maximization of
value. They have considered, but have not decided whether or not to pursue,
possible courses of action with respect to the Company, including some or all or
those set forth in Item 4 of the General Instructions to Schedule 13D as
follows:
(a) The acquisition of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors, or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Mr. and Mrs. Bailey intend to review, from time to time, the possible
courses of action referred to above and to take such action with respect to the
Company as they consider desirable in light of the circumstances then
prevailing. Pending a decision whether or not to pursue any of such possible
courses of action, and depending on market conditions and other factors,
including possible waivers under the Company's Rights Plan, Mr. and Mrs. Bailey
presently intend to continue to consider purchasing additional shares of the
Company's Common Stock in the open
2
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market or in private transactions, if appropriate opportunities to do so are
available, on such terms and at such times as they consider desirable. They also
may determine to hold shares of the Company's Common Stock as an investment or
to dispose of all or a portion of such shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Bailey owns beneficially and of record 463,576 shares of the Common
Stock of the Company, including 125,333 options exercisable within 60 days,
45,356 shares held jointly with his wife and 5,613 shares held by Montague
Foundation of which he is a director but with respect to which he disclaims any
economic interest. He disclaims any beneficial interest in the 528,804 shares of
the Common Stock of the Company held solely by his wife, Menakka Bailey. Mr.
Bailey's 463,576 shares of Common Stock of the Company constitute 3.72% of the
issued and outstanding shares of Common Stock of the Company based on the
12,340,553 outstanding number of shares shown on the Company's Annual Report on
Form 10-K for the year ended September 30, 2000 (as adjusted pursuant to
Regulation ss.240.13d-3(d)). Mr. Bailey has sole voting power and sole
dispositive power with respect to the 287,274 shares of the Common Stock of the
Company held solely by him and 125,333 options held solely by him.
Mrs. Bailey owns beneficially and of record 579,773 shares of the
Common Stock of the Company, including 45,356 shares held jointly with her
husband and 5,613 shares held by Montague Foundation of which she is a director
but with respect to which she disclaims any economic interest. She disclaims any
beneficial interest in the 287,274 shares of the Common Stock and 125,133
options held solely by her husband, Essel W. Bailey, Jr. Mrs. Bailey's 579,773
shares of Common Stock of the Company constitute 4.70% of the issued and
outstanding shares of Common Stock of the Company based on the 12,340,553
outstanding number of shares shown on the Company's Annual Report on Form 10-K
for the year ended September 30, 2000. Mrs. Bailey has sole voting power and
sole dispositive power with respect to the 528,804 shares of the Common Stock of
the Company held solely by her.
As a result of their working together to maximize shareholder value
(See Item 4), the Reporting Persons may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, with aggregate beneficial ownership of 992,380 shares of the Company or
7.96%.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between or among the Reporting Persons that are set forth in any written
document; however, the Reporting Persons have discussed plans or proposals that
might lead to a maximization of Company values. The
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Reporting Persons have discussed and considered, but have not decided whether or
not to pursue, individually or jointly, possible courses of action with respect
to the Company, including some or all of those set forth in Item 4 of the
General Instruction to Schedule 13D as follows:
(a) The acquisition of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors, or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
jointly filed on behalf him and each of the other Reporting Persons.
Date: January 18, 2001
/s/ Essel W. Bailey, Jr.
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Essel W. Bailey, Jr.
5
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SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct and agrees that this Statement may be
jointly filed on behalf of her and each of the other Reporting Persons.
Date: January 18 , 2001
----- /s/ Menakka Bailey
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Menakka Bailey
6
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SUMMARY OF STOCK TRANSACTIONS As of January 12, 2001
<TABLE>
<CAPTION>
NAME ENTITY DATE TYPE OF TRANSACTION NUMBER
---- ------ ---- ------------------- ------
<S> <C> <C> <C> <C>
ESSEL W. BAILEY, JR. OWWI 04/02/98 Spinoff Shares 12,303
04/02/98 Spinoff Shares 31,968
EWB = Essel W. Bailey, Jr. 04/02/98 Spinoff Shares 1,643
MWB = Menakka W. Bailey 04/06/98 Purchase 155,550
04/06/98 Purchase 11,495
Joint Ownership = Jointly 04/06/98 Purchase 496
owned by EWB and MWB 04/06/98 Purchase 518,750
04/30/98 Exercise of Rights 3,076
04/30/98 Exercise of Rights 7,992
04/30/98 Exercise of Rights 411
07/02/98 Purchase 1,600
08/17/98 Purchase 300
08/18/98 Purchase 200
08/19/98 Purchase 300
08/20/98 Purchase 500
08/28/98 Purchase 1,000
09/03/98 Purchase 1,000
09/11/98 Purchase 250
11/09/98 Purchase 6,500
11/09/98 Purchase 100
11/10/98 Purchase 5,000
11/13/98 Purchase 700
11/16/98 Purchase 500
11/17/98 Purchase 5,000
11/19/98 Purchase 5,000
11/23/98 Purchase 10,000
11/23/98 Purchase 1,600
11/24/98 Purchase 3,800
11/25/98 Purchase 900
11/25/98 Purchase 5,000
11/30/98 Purchase 700
11/30/98 Purchase 4,100
11/30/98 Purchase 5,000
12/01/98 Purchase 5,000
<CAPTION>
NAME PRICE OWNERSHIP
---- ------ ---------
<S> <C> <C>
ESSEL W. BAILEY, JR. $ - EWB
$ - Joint Ownership
EWB = Essel W. Bailey, Jr. $ - MWB
MWB = Menakka W. Bailey $ 7.5000 EWB
$ 7.5000 EWB
Joint Ownership = Jointly $ 7.5000 Joint Ownership
owned by EWB and MWB $ 7.5000 MWB
$ 7.5000 EWB
$ 7.5000 Joint Ownership
$ 7.5000 MWB
$ 7.2500 Joint Ownership
$ 6.0625 Joint Ownership
$ 6.0625 Joint Ownership
$ 6.0625 Joint Ownership
$ 6.0625 Joint Ownership
$ 6.0625 Joint Ownership
$ 5.1875 Joint Ownership
$ 5.0000 EWB
$ 4.6300 EWB
$ 4.5000 EWB
$ 4.6300 EWB
$ 4.5000 EWB
$ 4.3800 EWB
$ 4.5000 EWB
$ 4.5000 EWB
$ 4.5600 EWB
$ 4.5300 EWB
$ 4.5300 EWB
$ 4.5000 EWB
$ 4.5600 EWB
$ 4.3800 EWB
$ 4.5000 EWB
$ 4.5000 EWB
$ 4.6300 EWB
</TABLE>
ATTACHMENT 1
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SUMMARY OF STOCK TRANSACTIONS As of January 12, 2001
<TABLE>
<CAPTION>
NAME ENTITY DATE TYPE OF TRANSACTION NUMBER
---- ------ ---- ------------------- ------
<S> <C> <C> <C> <C>
Essel W. Bailey, Jr. (cont.) OWWI 12/03/98 Purchase 4,800
12/03/98 Purchase 200
12/04/98 Purchase 1,200
12/07/98 Purchase 5,000
12/08/98 Purchase 700
12/09/98 Purchase 600
12/10/98 Purchase 3,200
12/11/98 Purchase 3,000
12/14/98 Purchase 7,000
12/15/98 Purchase 5,000
12/16/98 Purchase 5,000
01/28/00 Restricted Stock Grant 10,000
09/29/00 Purchase 3,000
09/30/00 Purchase 5,000
STOCK TOTAL 287,274
45,356
528,804
5,613
OPTIONS: 04/08/98 Option Award 113,000
01/21/99 Option Award 25,000
01/28/00 Option Award 50,000
OPTION TOTAL 188,000
<CAPTION>
NAME PRICE OWNERSHIP
---- ------ ---------
<S> <C> <C>
Essel W. Bailey, Jr. (cont.) $ 4.6300 EWB
$ 4.5000 EWB
$ 4.5000 EWB
$ 4.6300 EWB
$ 4.5000 EWB
$ 4.3800 EWB
$ 4.3800 EWB
$ 4.2500 EWB
$ 4.2500 EWB
$ 4.1300 EWB
$ 4.1300 EWB
$ 4.8750 EWB
$ 2.1250 MWB
$ 2.0000 MWB
EWB
Joint Ownership
MWB
Montague Foundation*
OPTIONS: $ 7.5000 EWB (2/3 or 75,333 exercisable within 60 days)
$ 4.6875 EWB (2/3 or 16,667 exercisable within 60 days)
$ 4.8750 EWB (2/3 or 33,333 exercisable within 60 days)
----------------------------------------------
EWB 125,333
</TABLE>
* Michigan not-for-profit corporation which operates as a private foundation.
Mr. and Mrs. Bailey are two of three directors.
ATTACHMENT 1