Form: NT 10-Q

Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

May 15, 2000

NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

Published on May 15, 2000

OMB Number: 3235-0058
Expires: January 31, 2002
Estimated average burden
hours per response ..... 2.50

Washington, D.C. 20549

FORM 12b-25

Commission File Number


(Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q
[_] Form N-SAR

For Period Ended: March 31, 2000

[_] Transition Report on Form 10-K

[_] Transition Report on Form 20-F

[_] Transition Report on Form 11-K

[_] Transition Report on Form 10-Q

[_] Transition Report on Form N-SAR

For the Transition Period Ended:

Read attached instruction sheet before preparing form. Please print or

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:


Omega Healthcare Investors, Inc. ("Omega")
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Full Name of Registrant

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Former Name if Applicable

900 Victors Way, Suite 350
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Address of Principal Executive Office (Street and Number)

Ann Arbor, Michigan 48108
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City, State and Zip Code

RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
[X] | thereof will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof will
| be filed on or before the fifth calendar day following the
| prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.


State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

In connection with the formulation of a strategy to address the Company's
near-term liquidity issues, Omega executed definitive documentation with
Explorer Holdings, L.P. ("Explorer") on May 11, 2000, pursuant to which Explorer
will purchase up to $200.0 million of the capital stock of Omega. In addition,
Omega's management was also engaged in simultaneous negotiations with certain of
the Company's senior lenders regarding the terms of a new credit facility. As a
result of the complex nature of these transactions and their importance to Omega
in light of the pending liquidity issues, management has been unable to devote
the necessary resources required in order to make a timely filing of the Form
10-Q referred to above.


(1) Name and telephone number of person to contact in regard to this

Richard H. Miller (404) 572-6787
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [_] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
[X] Yes [_] No

If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

Challenging regulatory and market conditions adversely impacting operators
of long-term care facilities have resulted in the commencement of bankruptcy
proceedings by several of the Company's operators during the quarter ended March
31, 2000. During this quarter, Omega experienced a reduction in revenue of
approximately 13% as compared to the comparable prior year period. On May 11,
2000, Omega announced that it had suspended its dividend payable during the
second quarter and the resumption of dividends is dependent upon, inter alia,
the completion of certain recently announced transactions. Summary earnings for
the first quarter of 2000 were publicly released on May 2, 2000.

Omega Healthcare Investors, Inc.
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(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date May 15, 2000 By /s/ Essel W. Bailey, Jr.
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INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.


Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).


1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.

(Form 12b-25-07/98)