Page 1 of 13 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Omega Healthcare Investors, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
681936100
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(CUSIP Number)
William T. Cavanaugh, Jr.
Explorer Holdings, L.P.
2200 Ross Avenue
Suite 4200 West
Dallas, Texas 75201-6799
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 29, 2001
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(Date of Event which Requires Filing of this Statement)
If the reporting 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(b)(3) or (4), 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 for other parties
to whom copies are to be sent.
CUSIP NO. 681936100 13D Page 2 of 13 Pages
---------
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Explorer Holdings, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,048,420**
--------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,048,420**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,420**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%**
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**The Reporting Person beneficially owns 1,048,420 shares of Series C
Convertible Preferred Stock previously reported by the Reporting Person, which
shares are convertible into 16,774,720 shares of common stock of Omega. Based on
the number of shares of common stock of Omega reported to be outstanding as of
October 26, 2001, such shares would represent 45.5% of Omega's outstanding
shares of common stock as of October 26, 2001, after giving effect to such
issuance. Pursuant to the Investment Agreement described in Items 3 and 4 of
this Schedule 13D/A, Explorer Holdings, L.P. has agreed to purchase additional
shares of stock of Omega in an amount equal to the difference between $50
million and the gross proceeds received by Omega from the sale of common stock
in a rights offering that Omega has agreed to commence promptly after the date
hereof. If the stockholders of Omega approve the issuance of common stock to
Explorer prior to the closing of the transactions contemplated by the Investment
Agreement, Explorer will purchase shares of common stock; otherwise, the
purchased shares will consist of Series D Convertible Preferred Stock having the
terms described in Item 3 of this Schedule 13D/A. The purchase price for the
shares to be acquired by Explorer (or the per common share conversion price, if
the purchased shares are Series D Preferred) will be the same price as the
subscription price offered to Omega's stockholders in the rights offering, not
to exceed $2.92 per share. Because the number of shares to be acquired by
Explorer will depend upon the number of shares subscribed for in the rights
offering, it is not possible to determine at this time the number of shares that
will be acquired by Explorer pursuant to the Investment Agreement.
CUSIP NO. 681936100 13D Page 3 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Explorer Holdings GenPar, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,048,420**
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,048,420**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,420**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%**
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See footnote ** on page 2 of this Schedule 13D/A.
CUSIP NO. 681936100 13D Page 4 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hampstead Investment Partners III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
Texas
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,048,420**
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,048,420**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,420**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%**
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See footnote ** on page 2 of this Schedule 13D/A.
CUSIP NO. 681936100 13D Page 5 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Donald J. McNamara
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,048,420**
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,048,420**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,420**
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /*
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%**
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See footnote ** on page 2 of this Schedule 13D/A.
CUSIP NO. 681936100 13D Page 6 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Daniel A. Decker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,048,420**
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,048,420**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,420**
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /*
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%**
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See footnote ** on page 2 of this Schedule 13D/A.
This amendment amends and supplements the information set forth in the
Statement on Schedule 13D filed on May 25, 2000, as amended on April 19, 2001
and amended further on September 20, 2001 (as amended, the "STATEMENT") by the
Reporting Persons.
ITEM 1. SECURITY AND ISSUER.
This amendment relates to the common stock, par value $0.10 (the
"COMMON STOCK"), of Omega Healthcare Investors, Inc. (the "COMPANY"), the Series
C Convertible Preferred Stock, par value $1.00, of the Company (the "SERIES C
PREFERRED"), and the Series D Convertible Preferred Stock, par value $1.00, of
the Company (the "SERIES D PREFERRED") that may be issued by the Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 30, 2001, the Company announced a plan to raise $50 million
in new equity capital from its current stockholders. The purpose of such
offering is to facilitate the Company's reaching an agreement with its senior
secured bank lenders regarding the modification of their credit facilities and
to enhance the Company's ability to repay approximately $108 million in debt
maturing during the first half of 2002. The Company expects to use the proceeds
from the offering to repay a portion of the maturing debt and for working
capital and other general corporate purposes.
The Company's plan to raise $50 million of new common equity consists
of two components: a $27.24 million rights offering to its common stockholders
and a private placement of at least $22.76 million to Explorer Holdings, L.P.
("EXPLORER"). In the rights offering, the Company plans to distribute one
non-transferable right to purchase one share of Common Stock for every 2.15
shares of Common Stock held by stockholders at the close of business on November
8, 2001 or such later date as the registration statement relating to the rights
offering is declared effective by the SEC. The number of rights that each common
stockholder will receive represents the stockholder's pro rata portion of the
$50 million the Company proposes to raise, thereby allowing stockholders who
fully participate in the rights offering the opportunity to avoid any dilution
in their ownership interest. The subscription price for each right is expected
to be $2.92 per share.
Explorer owns approximately 45.5% of the Company's issued and
outstanding Common Stock (giving effect to the conversion of Explorer's Series C
Preferred). The terms of Explorer's Series C Preferred give Explorer the right
to receive its pro rata portion on an as-converted basis of all dividends paid
to the holders of Common Stock, including the rights to be offered in the rights
offering. Explorer has agreed to waive this provision and will not receive
rights in the rights offering. Instead, Explorer has entered into an agreement
(the "INVESTMENT AGREEMENT") with the Company to invest at least $22.76 million,
representing its pro rata portion on an as-converted basis of the $50 million in
new equity the Company is seeking to raise, plus an amount equal to the
subscription price of the shares that are not subscribed for by the Company's
stockholders in the rights offering. Explorer has agreed to purchase its stock
at the same price per share as is offered to the Company's stockholders in the
rights offering. As a result of Explorer's commitment, the Company is assured of
receiving the entire $50 million in new equity capital it is seeking to raise if
the rights offering and the private placement to Explorer are completed.
Page 7 of 13 Pages
The Company's issuance of Common Stock to Explorer must be approved by
the Company's stockholders under NYSE rules. The Company intends to call a
special meeting of stockholders to seek approval of the issuance of Common Stock
to Explorer among other matters. Explorer has committed to vote its shares,
representing approximately 45.5% of the voting shares, in favor of this
proposal.
If the stockholders of Omega approve the issuance of Common Stock to
Explorer prior to the closing of the transactions contemplated by the
Investment Agreement, Explorer will purchase shares of Common Stock;
otherwise, the purchased shares (the "SHARES") will consist of Series D
Preferred. The Series D Preferred are (i) non-voting, (ii) automatically
convertible into Common Stock at the rights offering subscription price
subject to customary antidilution provisions, on the earlier of stockholder
approval, or waiver by the New York Stock Exchange of the stockholder
approval requirement, and (iii) accrue cumulative dividends from the date of
initial issuance at the greater of 10% and the rate paid on the Common Stock
if stockholder approval of the conversion of the Series D Preferred is not
obtained prior to January 31, 2002. The foregoing description of the Series D
Preferred is qualified in its entirety by reference to the form of Series D
Articles Supplementary, the full text of which is incorporated herein by
reference to EXHIBIT C attached hereto.
The source of funds for Explorer's purchase of the Shares is expected
to be Explorer's working capital, which is expected to be derived from capital
contributions from its partners. However, Explorer reserves the right to obtain
such funds in whole or in part from other sources, including indebtedness. If
Explorer obtains such financing from other sources, it will promptly amend this
Statement.
Pursuant to the Investment Agreement, the closing is subject to the
following conditions:
1. The absence of any order, law or other legal restraint preventing the
consummation of the transactions contemplated by the Investment
Agreement;
2. The absence of the commencement or written threat of any lawsuits
against Explorer, the Company or their respective affiliates seeking to
prevent or materially and adversely alter the transactions contemplated
by the Investment Agreement which is reasonably likely to render it
impossible or unlawful to consummate the transactions contemplated by
the Investment Agreement or in the good faith judgment of Explorer
could reasonably be expected to have a Company Material Adverse Effect
(as defined in the Investment Agreement); and
3. The lenders under the Company's two credit facilities (i) entering into
amendments to their respective loan agreements with the Company on
terms and conditions satisfactory to each of the Company and Explorer
in their sole discretion, and (ii) waiving existing covenant defaults,
and the lender of our $175 million secured revolving credit facility
extending the maturity date of its loan by not less than 12 months from
its current maturity of December 31, 2002.
As a result of the foregoing conditions and other matters, including
matters which may be beyond the control of Explorer and the Company, there can
be no assurance as to whether the transactions contemplated by the Investment
Agreement will be consummated. In the event such
Page 8 of 13 Pages
conditions are not satisfied, the Company will terminate the rights offering and
the private placement to Explorer.
The Investment Agreement also contains various provisions relating to
indemnification (Article VI), termination (Article VII), and expenses (Section
8.12), all of which are incorporated herein by reference to the Investment
Agreement attached hereto as EXHIBIT A.
ITEM 4. PURPOSE OF TRANSACTION.
The responses to Items 3, 5, and 6 are incorporated herein by this
reference.
Upon the closing of the transactions contemplated by the Investment
Agreement, Explorer and the Company will amend their existing Stockholders
Agreement. Pursuant to the Amended and Restated Stockholders Agreement (the
"AMENDED STOCKHOLDERS AGREEMENT"), Explorer will be entitled to designate to the
Board that number of directors that would generally be proportionate to
Explorer's ownership of voting securities of the Company, not to exceed five
directors (six following a proposed increase in the size of the Board to ten
directors). The Company has agreed that the number of directors on the Board
will not exceed ten without the consent of Explorer. The Company has also agreed
to take such action to ensure generally that Explorer's representation on all
committees of the Board (other than the standing committee of independent
directors) is proportionate to its representation on the entire Board.
Explorer has agreed, so long as it owns at least 15.0% of the
Company's voting securities, to vote its shares in favor of three
"independent directors" as defined under the rules of The New York Stock
Exchange who are not affiliated with Explorer (the "NON-EXPLORER DIRECTORS").
Upon the increase of the size of the Board to ten members, Explorer will vote
its shares in accordance with the previous sentence in favor of an additional
person who is not an affiliate or associate of Explorer as a Non-Explorer
Director. Upon the increase of the size of the Board to ten members, the
Board has appointed C. Taylor Pickett, the Company's Chief Executive Officer,
as a Non-Explorer Director.
Pursuant to the Amended Stockholders Agreement, Explorer will no longer
be subject to certain restrictions under the prior Stockholders Agreement
preventing it from acquiring more than an additional 5% of the Company's voting
securities without prior Board approval, but Explorer will be restricted from
acquiring beneficial ownership of more than 80% of the voting securities of the
Company without the approval of a committee of the Board consisting entirely of
Non-Explorer Directors. Other restrictions on Explorer under the prior
Stockholders Agreement, including the agreement of Explorer not to solicit
proxies in opposition to, or prior to the issuance of a recommendation by, the
Board; not to join, form or participate in a group; not to deposit any
securities in a voting trust or other voting arrangement; and not to tender any
securities in a tender offer not approved by the Board will also no longer apply
to Explorer.
Page 9 of 13 Pages
Explorer will also no longer be subject to the right of first offer
transfer restrictions in the prior Stockholders Agreement.
Pursuant to the Amended Stockholders Agreement, Explorer has agreed
that it will not transfer voting securities of the Company to a transferee who,
as a result of such transfer, would beneficially own 10% or more of the
outstanding voting securities following such transfer unless such transferee
agrees to be bound by certain provisions of the Amended Stockholders Agreement.
The foregoing description of the Amended Stockholders Agreement is qualified in
its entirety by reference to the form of Amended Stockholders Agreement, the
full text of which is incorporated herein by reference to EXHIBIT D attached
hereto.
Pursuant to an Amended and Restated Registration Rights Agreement to be
entered into at the closing of the transactions contemplated by the Investment
Agreement, which will replace the Registration Rights Agreement between the
Company and Explorer, dated as of July 14, 2000, the Company will agree, subject
to certain limitations and under certain circumstances, to register for sale any
shares of the Company held by Explorer after the closing. The foregoing
description of the Amended and Restated Registration Rights Agreement is
qualified in its entirety by reference to the form of Amended and Restated
Registration Rights Agreement, the full text of which is incorporated herein by
reference to EXHIBIT E attached hereto.
Pursuant to the Investment Agreement, the Company is required to seek
the approval of the Company's stockholders to amend the Series C Articles
Supplementary for the Series C Preferred presently owned by Explorer (the
"AMENDED SERIES C ARTICLES SUPPLEMENTARY"). Pursuant to the Amended Series C
Articles Supplementary, the terms of the Series C Preferred will, subject to
stockholder approval, be amended to (i) remove the restriction that prevents the
voting or conversion of the Series C Preferred in excess of 49.9% of the voting
securities of the Company owned by Explorer, (ii) provide that upon the failure
of the Company to pay dividends owed upon the Series C Preferred or the Series D
Preferred for a period of time, the holders of the Series C Preferred and the
Series D Preferred, voting as a separate class, will be entitled to designate
two additional directors to the Company's Board, and (iii) make other technical
changes. The foregoing description of the Amended Series C Articles
Supplementary is qualified in its entirety by reference to the form of Amended
Series C Articles Supplementary, the full text of which is incorporated herein
by reference to EXHIBIT B attached hereto.
Pursuant to the Investment Agreement, the Company amended its Rights
Agreement, dated as of May 12, 1999, to exempt Explorer and its transferees
from the provisions thereof. The foregoing description of the amendment to
the Rights Agreement is qualified in its entirety by reference to Amendment
No. 2 to Rights Agreement, the full text of which is incorporated herein by
reference to EXHIBIT F attached hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As previously reported in the Statement, each of the Reporting Persons
beneficially owns 16,774,720 shares of Common Stock by virtue of
Explorer's ownership of 1,048,420 shares of Series C Preferred. Based
on the number of shares of Common Stock reported to be outstanding as
of October 26, 2001, such shares would represent 45.5% of the Company's
outstanding shares of Common Stock as of October 26, 2001, after giving
effect to such issuance. The number of Shares that Explorer will
purchase upon the
Page 10 of 13 Pages
closing of the transactions contemplated by the Investment
Agreement will depend upon the price of the shares offered
in the rights offering and the number of shares of Common Stock
purchased by the Company's stockholders pursuant to the rights
offering. Explorer will beneficially own such Shares directly and each
of the other Reporting Persons will beneficially own such Shares
indirectly through the relationships described in the Statement.
Messrs. McNamara and Decker disclaim beneficial ownership of all shares
held by Explorer.
(b) Each of the Reporting Persons has shared power to vote and dispose of
shares held by Explorer. Messrs. McNamara and Decker disclaim
beneficial ownership of all shares held by Explorer.
(c)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 are incorporated by reference,
including, in particular, the descriptions of the following documents:
1. Investment Agreement. See Items 3 and 4 above.
2. Amended Series C Articles Supplementary. See Item 4 above.
3. Series D Articles Supplementary. See Item 3 above.
4. Amended and Restated Stockholders Agreement. See Item 4 above.
5. Amended and Restated Registration Rights Agreement. See Item 4 above.
6. Amendment No. 2 to Rights Agreement. See Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Investment Agreement, dated as of October 29, 2001, by and
between Omega Healthcare Investors, Inc. and Explorer
Holdings, L.P.
Exhibit B - Form of Amended and Restated Articles Supplementary for
Series C Convertible Preferred Stock.
Exhibit C - Form of Articles Supplementary for Series D Convertible
Preferred Stock.
Exhibit D - Form of Amended and Restated Stockholders Agreement.
Exhibit E - Form of Amended and Restated Registration Rights Agreement.
Exhibit F - Amendment No. 2 to Rights Agreement
Page 11 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct, and agree that this Statement may be filed
collectively on behalf of each of the undersigned by Explorer Holdings, L.P.,
Explorer Holdings GenPar, LLC, Hampstead Investment Partners III, L.P., Donald
J. McNamara and Daniel A. Decker.
Date: October 30, 2001 EXPLORER HOLDINGS, L.P.
By: Explorer Holdings GenPar, LLC,
its General Partner
By: /S/ WILLIAM T. CAVANAUGH, JR.
-----------------------------
William T. Cavanaugh, Jr.
Authorized Officer
EXPLORER HOLDINGS GENPAR, LLC
By: /S/ WILLIAM T. CAVANAUGH, JR.
-----------------------------
William T. Cavanaugh, Jr.
Authorized Officer
HAMPSTEAD INVESTMENT PARTNERS III, L.P.
By: Hampstead Investment Partners III
GenPar, L.P., its General Partner
By: Hampstead GenPar III, LLC,
its General Partner
By: /S/ WILLIAM T. CAVANAUGH, JR.
-----------------------------
William T. Cavanaugh, Jr.
Authorized Officer
/S/ WILLIAM T. CAVANAUGH, JR.*
------------------------------
Donald J. McNamara
/S/ WILLIAM T. CAVANAUGH, JR.*
------------------------------
Daniel A. Decker
--------------------
* Pursuant to Power of Attorney previously filed.
Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit A - Investment Agreement, dated as of October 29, 2001, by and
between Omega Healthcare Investors, Inc. and Explorer
Holdings, L.P.
Exhibit B - Form of Amended and Restated Articles Supplementary for
Series C Convertible Preferred Stock.
Exhibit C - Form of Articles Supplementary for Series D Convertible
Preferred Stock.
Exhibit D - Form of Amended and Restated Stockholders Agreement.
Exhibit E - Form of Amended and Restated Registration Rights Agreement.
Exhibit F - Amendment No. 2 to Rights Agreement.
Page 13 of 13 Pages