8-K: Current report filing

PRESS RELEASE - FOR IMMEDIATE RELEASE

FOR FURTHER INFORMATION CONTACT
Essel W. Bailey, Jr., Chairman and CEO,
or David A. Stover, CFO, at (734) 887-0200

OMEGA HEALTHCARE INVESTORS, INC. ANNOUNCES
ADOPTION OF SHAREHOLDER RIGHTS PLAN

ANN ARBOR, MICHIGAN - MAY 12, 1999 - Omega Healthcare
Investors, Inc. (NYSE:OHI) (the "Company") announced that its Board of Directors
today authorized the adoption of a shareholder rights plan designed to enhance
the ability of all of the Company's shareholders to realize the long-term value
of their investment. The plan is not being adopted in response to any specific
attempt to acquire control of the Company, according to CFO David Stover.

The rights plan is designed to require a person or group
seeking to gain control of the Company to offer a fair price to all the
Company's shareholders. The rights plan will not interfere with any merger,
acquisition or business combination that the Company's Board of Directors finds
is in the best interest of the Company and its shareholders.

In connection with the adoption of the rights plan, the Board
declared a dividend distribution of one right for each common share outstanding
on May 24, 1999. The rights will not become exercisable unless someone acquires
10% or more of the Company's common stock, or begins a tender offer that would
result in the person owning 10% or more of the Company's common stock. At that
point, each right would entitle a shareholder other than the person who
triggered the rights plan to purchase either the Company's common stock or stock
of an acquiring entity at a discount to the then market price. Under the plan,
the rights can be redeemed by the Board of Directors.

Omega is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. Its portfolio includes 248
healthcare facilities with more than 27,000 licensed beds that are located in 30
states and operated by 33 independent healthcare operating companies.


This news release contains forward-looking statements that
involve risks and uncertainties described from time to time in the SEC
reports filed by the Company.

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