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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LTC Healthcare, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
50217R104
(CUSIP Number)
Robert L. Chapman, Jr., Chapman Capital L.L.C.
Continental Grand Plaza 4th Floor, 300 N. Continental Blvd.
El Segundo, California 90245
Tel: (310) 563-6900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 28, 2000
(Date of Event which Requires Filing of this Statement)
If the filing 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(e), 13d-1(f) or 13d-1(g), 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(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chap-Cap Partners, L.P., a Delaware Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chapman Capital L.L.C., a Delaware Limited Liability Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert L. Chapman, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the common stock (the "Common Stock") of LTC
Healthcare, Inc. (the "Issuer"). The Issuer's principal executive office is
located at 300 Esplande Drive, Suite 1860, Oxnard, CA 93030.
ITEM 2. Identity and Background
(a)-(c) This statement is being filed by Chap-Cap Partners, L.P., a
Delaware limited partnership ("Chap-Cap"), Chapman Capital L.L.C., a Delaware
limited liability company ("Chapman Capital"), and Robert L. Chapman, Jr.
(collectively, the "Reporting Persons"). Chap-Cap's present principal business
is investing in marketable securities. Chapman Capital's present principal
business is serving as the General Partner of Chap-Cap. Robert L. Chapman,
Jr.'s present principal occupation is serving as Managing Member of Chapman
Capital. Chapman Capital and Robert L. Chapman, Jr. each expressly disclaims
equitable ownership of and pecuniary interest in any Common Stock.
Chap-Cap, Chapman Capital and Robert Chapman, Jr.'s business address
is Continental Grand Plaza 4th Floor, 300 N. Continental Blvd., El Segundo,
California 90245
(d) and (e) During the last five years, none of the persons or entities
above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Robert Chapman, Jr. is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the Reporting Persons in making their
purchases of the shares of Common Stock beneficially owned by them are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $0.00
<PAGE>
ITEM 4. Purpose of Transaction
The Reporting Persons, after concluding they did not trust the ethics
or judgment of the Issuer's management led by CEO Andre Dimitriadis, disposed of
all shares of the Common Stock beneficially owned and reported by them in a
previous 13D filing.
Except as set forth above, as of the date of this filing none of the
Reporting Persons has any plans or proposals, which relate to or would result in
any of the actions set forth in parts (a) through (j) of Item 4. Such persons
may at any time reconsider and change their plans or proposals relating to the
foregoing.
ITEM 5. Interest in Securities of the Issuer
(a) Together, the Reporting Persons beneficially own no shares of
Common Stock constituting 0.00% of all of the outstanding shares of Common
Stock.
(b) The Reporting Persons had the shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
previously beneficially owned by them.
(c) (c) The following transactions were effected by the Reporting
Persons during the past sixty (60) days:
Approximate Price
per Share
Amount of (exclusive of
Date Security Shares Sold commissions)
11/21/00 Common 20,000 $1.09
11/28/00 Common 31,000 $1.09
11/29/00 Common 69,000 $1.09
The above transactions were effected by the Reporting Persons on the
Pacific Coast Stock Exchange.
Other than the transactions described above, no other transactions with
respect to the Common Stock were effected by the Reporting Persons during the
past sixty (60) days.
(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: November 29, 2000
CHAP-CAP PARTNERS, L.P.
By: Chapman Capital L.L.C.,
as General Partner
By: _________________________
Robert L. Chapman, Jr.
Managing Member
CHAPMAN CAPITAL L.L.C.
By: _________________________
Robert L. Chapman, Jr.
Managing Member
-----------------------------
Robert L. Chapman, Jr.
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of LTC Healthcare, Inc. dated November 29, 2000, is,
and any further amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
Dated: November 29, 2000
CHAP-CAP PARTNERS, L.P.
By: Chapman Capital L.L.C.,
as General Partner
By: _________________________
Robert L. Chapman, Jr.
Managing Member
CHAPMAN CAPITAL L.L.C.
By: _________________________
Robert L. Chapman, Jr.
Managing Member
-----------------------------
Robert L. Chapman, Jr.
_SCHEDULE 13D
CUSIP Number: 767597107
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