4: Statement of changes in beneficial ownership of securities
Published on February 9, 2001
-------------------------
OMB Approval
------------
OMB Number: 3235-0058
Expires: January 31, 2002
Estimated average burden
Hours per response....2.50
--------------------------
--------------------------
SEC FILE NUMBER
1-11316
--------------------------
-------------------------
CUSIP NUMBER
681936100
-------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One:)
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 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 Instruction (on back page) Before Prepareing Form. Please Print or Type.
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:
PART I - REGISTRANT INFORMATION
Omega Healthcare Investors, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant
- -------------------------------------------------------------------------------
Former Name if Applicable
900 Victors Way, Suite 350
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Ann Arbor, MI 48108
- -------------------------------------------------------------------------------
City, State and Zip Code
PART II - RULES 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)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of 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
[X] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant's Form 10-Q for the quarter ended September 30, 2000
cannot be timely filed for the following reasons:
As a result of industry conditions affecting the market for long-term care
facilities and operators, the Company presently owns 69 facilities that were
recovered from customers in foreclosure or bankruptcy proceedings that are
operated for the Company's own account. These facilities have 5,346 beds or
assisted living units and are located in seven states. The Company presently
intends to operate these facilities for its own account until such time as the
operations of these facilities are stabilized and the properties are
re-leaseable or saleable at lease rates or sale prices that maximize the value
of these assets to the Company. In connection therewith, the Company has
determined that it is appropriate to classify certain assets previously held for
sale as well as certain assets acquired in foreclosure or settlement with
operators as owned and operated assets and, as a result, the amount of the
Company's owned and operated assets is now material to the Company's overall
financial position. In connection therewith, the Company is also evaluating the
extent of an appropriate non-cash impairment charge to reflect in accordance
with generally accepted accounting principals the carrying value of such assets
at the lower of cost or fair market value. The Company is in the process of
finalizing its review and analysis as well as the impact of the foregoing on the
Company's results of operations and financial condition for the quarter and nine
months ended September 30, 2000. In addition to the foregoing and as previously
announced, the Company's Chief Executive Officer and Chief Financial Officer
resigned during the quarter ended September 30, 2000, and the recently appointed
interim successors to these positions require additional time to complete the
analysis described above.
(Attach Extra Sheets if Needed)
Potential persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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 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 thereof?
[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.
Although any provision for impairment discussed above will be a non-cash charge,
the treatment of any such charge in accordance with generally accepted
accounting principals will affect results of operations for the third quarter.
Although the extent of any provision for impairment is currently being assessed,
the Company expects that the effect of any such charge will be to cause the
Company to report a net loss for the quarter and nine months ended September 30,
2000. This information is based on preliminary estimates and is subject to
change as the Company completes its evaluation and analysis.
- --------------------------------------------------------------------------------
Omega Healthcare Investors, Inc.
-------------------------------------------------------
(Name of Registrant as Specified in Charter)
Omega HealthCare Investors, Inc. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2000 By: /s/ Richard M. FitzPatrick
---------------------------- ------------------------------------
Interim Chief Financial Officer
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).