S-3MEF: A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form S-3
Published on July 31, 1997
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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905 WEST EISENHOWER CIRCLE, SUITE 110
ANN ARBOR, MICHIGAN 48103
(313) 747-9791
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ESSEL W. BAILEY, JR.
CHAIRMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND SECRETARY
905 WEST EISENHOWER CIRCLE, SUITE 110
ANN ARBOR, MICHIGAN 48103
(313) 747-9790
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES OF COMMUNICATIONS TO:
DON M. PEARSON, ESQ.
WILLIAM A. JONES, ESQ.
ARGUE PEARSON HARBISON & MYERS, LLP
801 S. FLOWER STREET, SUITE 500
LOS ANGELES, CALIFORNIA 90017
(213) 622-3100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 426(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-20967
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(o) of the rules and regulations under the Securities
Act of 1933, as amended.
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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional Debt Securities of Omega Healthcare Investors, Inc., a company
organized under the laws of the state of Maryland (the "Company"), pursuant to
Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)").
Pursuant to Rule 462(b), the contents of the registration statement of the
Company (File No. 333-20967) as amended, which was declared effective on
February 14, 1997, including the exhibits thereto, are incorporated by reference
into this registration statement.
The Company certifies that (i) it gave instructions to a bank to transmit a
wire transfer to the Commission of the requisite amount of the registration fee
set forth on the cover page of this Registration Statement as soon as
practicable (but in any event no later than the close of the next business day
following the date this registration statement is transmitted to the
Commission), (ii) that it will not revoke such instructions, (iii) that it has
sufficient funds in the relevant account to cover the amount of such
registration fee, and (iv) that it will confirm receipt of such instructions by
the bank during regular business hours on the next business day following the
date this registration statement is transmitted to the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, Michigan, on the 31st day of July, 1997.
OMEGA HEALTHCARE INVESTORS, INC.
By: /s/ ESSEL W. BAILEY, JR.
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Essel W. Bailey, Jr.
Chairman, President & Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Essel W. Bailey, Jr. and David A. Stover and each
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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EXHIBIT INDEX
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