<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
LTC HEALTHCARE, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
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</TABLE>
<PAGE>
LTC HEALTHCARE, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 2000
Our 2000 annual meeting of stockholders will be held on Monday, May 22,
2000, at 10:00 a.m., local time, at the Marriott Residence Inn, Oxnard,
California 93030, for the following purposes:
(1) To elect a board of five directors for the ensuing year or until the
election and qualification of their respective successors;
(2) To transact such other business as may properly come before the meeting.
Only stockholders whose names appear of record on our books at the close of
business on March 31, 2000 are entitled to notice of, and to vote at, such
annual meeting or any adjournments of such annual meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy as promptly as possible in the postage-paid envelope
enclosed for that purpose. Any stockholder attending the meeting may vote in
person even if he or she has returned a proxy.
By Order of the Board of Directors
/s/ JAMES J. PIECZYNSKI
President and Chief Financial Officer
Oxnard, California
April 17, 2000
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED STAMPED
ENVELOPE.
<PAGE>
LTC HEALTHCARE, INC.
------------------------
PROXY STATEMENT
SOLICITATION
This proxy statement is furnished to our stockholders in connection with the
solicitation of proxies by our Board of Directors for use at our annual meeting
of stockholders to be held on May 22, 2000 and at any and all adjournments of
our annual meeting. The approximate date on which this proxy statement and the
form of proxy solicited on behalf of our Board of Directors will be sent to our
stockholders is April 17, 2000.
VOTING RIGHTS
On March 31, 2000, the record date for the determination of stockholders
entitled to notice of, and to vote at, our annual meeting, we had 2,448,326
shares of common stock outstanding. Each share of common stock is entitled to
one vote on all matters properly brought before the annual meeting. The
presence, in person or by proxy, of stockholders entitled to cast a majority of
all the votes entitled to be cast constitutes a quorum for the transaction of
business at the annual meeting. Abstentions and broker non-votes will count
toward the presence of a quorum for the transaction of business. An abstention
or a broker non-vote will be deemed to have no effect.
VOTING OF PROXIES
Shares of common stock represented by all properly executed proxies received
in time for the annual meeting will be voted in accordance with the choices
specified in the proxy. Unless contrary instructions are indicated on the proxy,
the shares will be voted FOR the election of the nominees named in this Proxy
Statement as Directors.
Our management and Board of Directors know of no matters to be brought
before the annual meeting other than as set forth herein; no stockholder
proposals were received by us on or before December 24, 1999, the deadline for
inclusion of such proposals in this Proxy Statement. Other business may properly
come before the annual meeting, and in that event, it is the intention of the
persons named in the accompanying proxy to vote in accordance with their
judgment on such matters.
REVOCABILITY OF PROXY
The giving of the enclosed proxy does not preclude the right to vote in
person should the stockholder giving the proxy so desire. A proxy may be revoked
at any time prior to its exercise by delivering a written statement to our
Corporate Secretary that the proxy is revoked, by delivering to us a later-dated
proxy executed by the person executing the prior proxy, or by attending the
annual meeting and voting in person.
Our principal executive offices are located at 300 Esplanade Drive, Suite
1865, Oxnard, California, 93030.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
At the annual meeting, five directors will be elected to hold office until
the 2001 annual meeting of stockholders and, in each case, until their
respective successors have been duly elected and qualified.
The nominees for election as directors at the annual meeting are Andre C.
Dimitriadis, James J. Pieczynski, Christopher T. Ishikawa, Bary G. Bailey and
Steven Stuart, all of whom, with the exception of Mr. Ishikawa, are presently
serving as a director of our company. Unless authority to vote for the election
of directors has been specifically withheld, the persons named in the
accompanying proxy intend to vote for the election of the nominees named above
to hold office as directors until the 2001 annual meeting of stockholders and
until their respective successors have been duly elected and qualified.
If any nominee becomes unavailable to serve as a director for any reason
(which event is not anticipated), the shares of common stock represented by the
enclosed proxy may (unless such proxy contains instructions to the contrary) be
voted for such other person or persons as may be determined by the holders of
such proxies.
DIRECTORS AND EXECUTIVE OFFICERS
This table shows information concerning our directors and executive
officers. Each executive officer is elected by the directors, serves at the
pleasure of the Board of Directors and holds office until a successor is elected
or until resignation or removal. The information concerning our directors and
executive officers is given as of March 31, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- -------- -----------------------------------------------------
<S> <C> <C>
Andre C. Dimitriadis................... 59 Chairman, Chief Executive Officer and Director
James J. Pieczynski.................... 37 President, Chief Financial Officer and Director
Christopher T. Ishikawa................ 36 Executive Vice President and Chief Operating Officer
Julia L. Kopta......................... 50 Senior Vice President, General Counsel and Corporate
Secretary
Steven Stuart.......................... 36 Director
Bary G. Bailey......................... 41 Director
</TABLE>
Andre C. Dimitriadis has been the Chairman, Chief Executive Officer and
Director of our company since its formation in 1998. Mr Dimitriadis founded LTC
Properties, Inc. in 1992 and has been its Chairman and Chief Executive officer
since its inception. Mr. Dimitriadis is also a member of the board of Magellan
Health Services.
James J. Pieczynski has been the President, Chief Financial Officer and
Director of our company since its formation in 1998. He has served as President
and Director of LTC Properties since September 1997 and Chief Financial Officer
of LTC Properties since May 1994. From May 1994 to September 1997, he also
served as Senior Vice President of LTC Properties. He joined LTC Properties in
December 1993 as Vice President and Treasurer.
Christopher T. Ishikawa has been the Executive Vice President and Chief
Operating Officer of our company since 1999. From the Company's formation in
1998 until 1999, he also served as Senior Vice President and Chief Investment
Officer. He has served as Senior Vice President and Chief Investment Officer of
LTC Properties since September 1997. Prior to that, he served as Vice President
and Treasurer of LTC Properties since April 1995. Prior to joining LTC
Properties, he was employed by MetroBank from December 1991 to March 1995, where
he served as First Vice President and Controller.
Julia L. Kopta has served as Senior Vice President, General Counsel and
Corporate Secretary since January 2000. Prior to that, she served as Special
Counsel to the Chief Executive Officer of Coram
2
<PAGE>
Healthcare Corporation from September 1999 through November 1999. From
October 1993 to October 1997, she served as Executive Vice President, General
Counsel and Corporate Secretary of Transitional Hospitals Corporation.
Steven Stuart has a private investment fund and advisory business focused on
the commercial real estate market. Prior to that he was employed as a Director
in the real estate finance group of Deutsche Morgan Grenfell (a subsidiary of
Deutsche Bank), an investment banking firm, from January 1997 until
December 1998. From 1986 to 1997, Mr. Stuart was employed by Goldman, Sachs &
Co. where he focused on capital markets activities relating to real estate.
Bary G. Bailey is Executive Vice President, Finance of Premier, Inc.
(formerly American Healthcare Systems). Prior to joining American Healthcare
Systems in July of 1995, Mr. Bailey was employed by American Medical
International, Inc., an owner/operator of hospitals, from 1987 to 1995.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1999, the Board of Directors met six times and each of the incumbent
directors attended 75% of the total number of meetings of the Board of Directors
and committees on which the director served. The Board of Directors has an Audit
Committee and a Compensation Committee. There is no standing Nominating
Committee.
The Audit Committee is comprised of Messrs. Stuart and Bailey. The Audit
Committee held no meetings during 1999. The Audit Committee is authorized to
select and recommend to the Board of Directors the independent auditors to serve
us for the ensuing year, review with the independent accountants the scope and
results of the audit, review management's evaluation of our system of internal
controls, and review non-audit professional services provided by the independent
accountants and the range of audit and non-audit fees. To ensure independence of
the audit, the Audit Committee consults separately and jointly with the
independent accountants and management.
The Compensation Committee is comprised of Messrs. Stuart and Bailey. The
Compensation Committee held no meeting during 1999. The Compensation Committee
is responsible for the administration of our 1998 Equity Participation Plan and
is authorized to determine the options and restricted stock to be granted under
such plans and the terms and provisions of such options. We contract with LTC
Properties to provide administrative and management services. Since it is LTC
Properties' responsibility to employ and compensate all of our executive
officers under an administrative services agreement, our Compensation Committee
currently has no responsibilities with respect to reviewing and approving the
compensation of our executive officers or determining our general compensation
policies.
Each director, excluding Mr. Dimitriadis and Mr. Pieczynski, receives a fee
of $10,000 per year for services as a director plus $500 for attendance in
person at each meeting of the Board of Directors or of any committee meeting
held on a day on which the Board of Directors does not meet. In addition, we
reimburse the directors for travel expenses incurred in connection with their
duties as directors of our company. Directors participate in our 1998 Equity
Participation Plan under which the Compensation Committee may grant nonqualified
stock options or restricted shares to directors from time-to-time. No stock
options or restricted shares were granted to any directors during 1999.
REQUIRED VOTE AND RECOMMENDATIONS
The affirmative vote of a plurality of all the votes cast at a meeting at
which a quorum is present is necessary for the election of directors as set
forth in this Proposal 1. For purposes of this Proposal 1, abstentions and
broker non-votes will not be counted as votes cast and will have no effect on
the result of the vote, although they will count towards the presence of a
quorum for Proposal 1. Properly executed and unrevoked proxies will be voted FOR
the nominees set forth in Proposal 1 unless contrary instructions or an
abstention are indicated in the proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL
THE NOMINEES SET FORTH IN PROPOSAL 1.
3
<PAGE>
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table shows information as of March 31, 2000 with respect to
the beneficial ownership of our common stock by (1) each person who is known by
us to own beneficially more than 5% of our common shares based on copies
received by us of the most recent Schedule 13D or 13G filings with the
Securities and Exchange Commission pursuant to rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended (2) each director,
(3) each executive officer and (4) the directors and executive officers as a
group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-----------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK (1)(2)(3) PERCENT OF CLASS (3)
- ------------------------------------ ---------------------- --------------------
<S> <C> <C>
The Prudential Insurance Company of America......... 311,430(5) 12.1%
751 Broad Street
Newark, NJ 07102
LTC Properties, Inc................................. 239,900(4) 9.3%
300 Esplanade Drive, Suite 1860
Oxnard, CA 93030
Costa Brava Partnership II, LP...................... 200,200(6) 7.7%
121-B Tremont Street
Brighton, MA 02135
Andre C. Dimitriadis................................ 188,874 7.2%
James J. Pieczynski................................. 119,545 4.6%
Christopher T. Ishikawa............................. 32,196 1.2%
Steven Stuart....................................... 13,333 *
Bary G. Bailey...................................... 13,333 *
All directors and executive officers as a group (5 367,281 13.5%
persons)..........................................
</TABLE>
- ------------------------
* Less than 1%
(1) Except as otherwise noted below, all shares are owned beneficially by the
individual or entity listed with sole voting and/or investment power.
(2) Includes the following options to acquire shares of our common stock that
are exercisable at March 31, 2000 or within 60 days of March 31, 2000:
Mr. Dimitriadis--50,000, Mr. Pieczynski--37,333, Mr. Ishikawa--24,667,
Mr. Stuart--13,333 and Mr. Bailey--13,333, all directors and officers as a
group (5 persons)--138,666.
(3) For purposes of computing the percentages, the number of shares outstanding
includes shares that may be acquired upon exercise of stock options that are
exercisable within 60 days of March 31, 2000.
(4) Based solely upon information contained in a Schedule 13D/A provided to us,
LTC Properties, Inc. had sole voting and dispositive power with respect to
239,900 shares.
(5) Based solely upon information contained in a Schedule 13G provided to us,
The Prudential Insurance Company of America had sole voting and dispositive
power with respect to 79,400 shares and shared voting and dispositive power
with respect to 232,030 shares.
(6) Based solely upon information contained in a Schedule 13G provided to us,
Costa Brava Partnership II, LP had sole voting and dispositive power with
respect to 200,200 shares
4
<PAGE>
EXECUTIVE COMPENSATION
This table shows the compensation paid by us to our Chief Executive Officer
and our other two most highly paid executive officers for the period ended
December 31, 1999.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
SECURITIES
UNDERLYING OTHER LONG
OPTIONS TERM INCENTIVE
NAME & PRINCIPAL POSITION YEAR SALARY (1) BONUS OTHER COMPENSATION (#) AWARDS
- ------------------------- -------- ---------- -------- ------------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Andre C. Dimitriadis................ 1999 $ -- $ -- $ -- -- $ --
Chairman & Chief 1998 -- -- -- 75,000 --
Executive Officer
James J. Pieczynski................. 1999 -- -- -- -- --
President & Chief 1998 -- -- -- 56,000 --
Financial Officer
Christopher T. Ishikawa............. 1999 -- -- -- -- --
Executive Vice President & 1998 -- -- -- 37,000 --
Chief Operating Officer
</TABLE>
- ------------------------
(1) All of our executive officers are also employees of LTC Properties. LTC
Properties provides management and administrative services to us under an
administrative services agreement. For services received under the
administrative services agreement, we reimburse LTC Properties based on
salaries as well as certain other overhead expenses paid by LTC Properties.
During 1999 and 1998, we reimbursed LTC Properties for administrative
services of approximately $740,000 and $350,000, respectively. Since all of
our executive officers provide services to us under the administrative
services agreement, their salaries are determined solely by LTC Properties
and are paid by LTC Properties.
5
<PAGE>
AGGREGATED OPTION EXERCISES IN 1999 AND OPTION VALUES
AT DECEMBER 31, 1999
During 1999, no options were exercised by any of our executive officers.
This table shows the number of stock options held by each of our executive
officers as of December 31, 1999 and the value of their unexercised options
based on our closing stock price on December 31, 1999.
<TABLE>
<CAPTION>
SECURITIES UNDERLYING
UNEXERCISED
OPTIONS AT DECEMBER 31, VALUE OF UNEXERCISED
1999 OPTIONS
SHARES ACQUIRED --------------------------- ---------------------------
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andre C. Dimitriadis............ -- $ -- 25,000 50,000 -- --
James J. Pieczynski............. -- -- 18,667 37,333 -- --
Christopher T. Ishikawa......... -- -- 12,333 24,667 -- --
</TABLE>
CERTAIN TRANSACTIONS
TRANSACTIONS WITH LTC PROPERTIES, INC.--LTC Properties is a separate public
company on which Messrs. Dimitriadis and Pieczynski serve as members of the
Board of Directors. In addition, Messrs. Dimitriadis, Pieczynski and Ishikawa
are executive officers of LTC Properties.
We have entered into various agreements with LTC Properties, which, among
other things, provide for a sharing of corporate overhead under an
administrative services agreement. During 1999, we reimbursed LTC Properties
$740,000 for administrative services. In addition, we received from LTC
Properties a $20,000,000 unsecured line of credit that bears interest at 10% and
matures in March 2008. As of December 31,1999 approximately $6,337,000 was
outstanding under the line of credit. During 1999, we recorded interest expense
related to the unsecured line of credit of $1,514,000.
During 1999, the Company sold to LTC Properties 100% of the stock of a
subsidiary company that owned two assisted living facilities leased to a third
party. The total sales price of $16,050,000 represented the Company's original
investment in these properties.
As of December 31, 1999, the Company has entered into leases with LTC
Properties for 17 skilled nursing facilities with a gross carrying value of
$36,055,000. Also, as of December 31, 1999, the Company had mortgage loans
secured by eight skilled nursing facilities with total outstanding principal of
$30,424,000 and a weighted average interest rate of 9.18% payable to LTC
Properties' REMIC pools. During 1999, the Company recorded rental expense of
approximately $779,000 on properties leased to LTC Properties. Two of the
skilled nursing facilities securing the mortgage loans payable to LTC
Properties' REMIC pools are operated by LTC Healthcare and the remaining six
skilled nursing facilities are leased to third party operators. Effective
January 1, 2000, we began operating an additional 13 facilities with a gross
carrying value of $40,009,00 that are owned by LTC Properties. Leases on 19 of
the facilities leased from LTC Properties and operated by us, will expire in
2000 and the remaining 11 lease expirations range from 2004 to 2013.
As of December 31, 1999, LTC Properties owned 239,900 shares of LTC
Healthcare common stock, representing approximately 9.8% of LTC Healthcare's
outstanding common stock. As of December 31, 1999, LTC Healthcare owned 194,100
shares of LTC Properties' common stock, representing less than 1% of LTC
Properties' outstanding common stock.
6
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no "interlocks" (as defined by the rules of the Securities and
Exchange Commission) with respect to any member of the Compensation and Option
Committee of the Board of Directors, and this Committee consists entirely of
independent, non-employee directors.
COMPENSATION COMMITTEE REPORT
The compensation committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities and
Exchange Act of 1934, except to the extent that we specifically incorporate this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The compensation committee is comprised of Messrs. Stuart and Bailey. The
compensation committee is responsible for the administration of our 1998 Equity
Participation Plan and is authorized to determine the options and restricted
stock to be granted under such plans and the terms and provisions of such
grants. We contract with LTC Properties to provide administrative and management
services. Since it is LTC Properties' responsibility to employ and compensate
all executive officers under the administrative services agreement, the
compensation committee currently has no responsibilities with respect to
reviewing and approving the compensation of our executive officers or
determining our general compensation policies.
Effective May 19, 1998, we adopted the 1998 Equity Participation Plan under
which awards may be granted including stock options (incentive or
non-qualified), stock appreciation rights, restricted stock, deferred stock and
dividend equivalents. We reserved 500,000 shares of common stock for issuance
under the Equity Participation Plan which is administered by the compensation
committee which sets the terms and provisions of the awards granted. Incentive
stock options, stock appreciation rights, restricted stock, deferred stock and
dividend equivalents may only be awarded to officers and other full-time
employees to promote our long-term performance of and specifically, to retain
and motivate senior management in achieving a sustained increase in stockholder
value. Non-qualified stock options, stock appreciation rights, restricted stock,
deferred stock and dividend equivalents may be awarded to non-employee
directors, officers, other employees, consultants and other key persons who
provide services to us. Currently, the plans have no pre-set formula or criteria
for determining the number of options that may be granted. The compensation
committee reviews and evaluates the overall compensation package of the
executive officers and determines the awards based on our overall performance
and the individual performance of our executive officers. No stock options were
granted to executive officers in 1999.
<TABLE>
<S> <C>
April 17, 2000 Compensation Committee
Steven Stuart, Chair
Bary G. Bailey
</TABLE>
7
<PAGE>
STOCK PERFORMANCE GRAPH
This graph compares the cumulative total stockholder return on our common
stock from the date we began operating as a publicly traded company
(September 30, 1998) to December 31, 1999 with the cumulative stockholder total
return of (1) the Standard & Poor's 500 Stock Index and (2) the Russell 2000
Index. The comparison assumes $100 was invested on September 30, 1998 in our
common stock and in each of the foregoing indices.
TOTAL RETURN PERFORMANCE
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
LTC HEALTHCARE STANDARD & POOR'S 500 STOCK INDEX RUSSELL 2000 INDEX
<S> <C> <C> <C>
Sep-98 $100 $100 $100
Dec-98 $56 $118 $116
Dec-99 $44 $355 $139
</TABLE>
The stock performance depicted in the above graph is not necessarily
indicative of future performance. The stock performance graph and compensation
committee report shall not be deemed incorporated by reference into any filing
by us under the Securities Act or the Exchange Act except to the extent that we
specifically incorporate such information by reference, and shall not otherwise
be deemed filed under such Acts.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than ten percent of a registered class of our
equity securities, to file with the Securities and Exchange Commission and the
Pacific Exchange initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of our Company. Officers,
directors and greater than ten percent stockholders are required by Securities
and Exchange Commission regulations to furnish us with copies of all
Section 16(a) forms they file.
To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 1999, all directors, executive
officers and persons who beneficially own more than 10% of our common stock have
complied with the reporting requirements of Section 16(a).
8
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP audited our financial statements for the year ended
December 31, 1999 and have been our auditors since our organization in
March 1998. The directors have selected the firm of Ernst & Young LLP as our
independent accountants for the fiscal year ending December 31, 2000. A
representative of Ernst & Young LLP is expected to be present at the May 22,
2000 Annual Meeting and will have an opportunity to make a statement if he
desires to do so, and such representative is expected to be available to respond
to appropriate questions.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR NEXT YEAR'S ANNUAL MEETING
The proxy rules adopted by the Securities and Exchange Commission provide
that certain stockholder proposals must be included in the proxy statement for
our annual meeting. For a proposal to be considered for inclusion in next year's
proxy statement, it must be received by us no later than February 28, 2001.
OTHER MATTERS
The cost of the solicitation of proxies will be borne by us. In addition to
solicitation by mail, our directors and officers, without receiving any
additional compensation, may solicit proxies personally, by telephone or
telegraph. We will request brokerage houses, banks, and other custodians or
nominees holding stock in their names for others to forward proxy materials to
their customers or principals who are the beneficial owners of common shares and
will reimburse them for their expenses in doing so. We have retained the
services of Corporate Investor Communications, Inc. for a fee of $4,500 plus
out-of-pocket expenses, to assist in the solicitation of proxies.
Our Annual Report on Form 10-K (without exhibits), including our audited
financial statements for the year ended December 31, 1999, is being mailed
herewith to all stockholders of record. WE WILL PROVIDE WITHOUT CHARGE TO ANY
PERSON SOLICITED HEREBY, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF
OUR ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER
31, 1999 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD
BE DIRECTED TO OUR CORPORATE SECRETARY, AT 300 ESPLANADE DRIVE SUITE 1865,
OXNARD, CA 93030.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ JAMES J. PIECZYNSKI
President and Chief Financial Officer
Oxnard, California
April 17, 2000
9
<PAGE>
LTC HEALTHCARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS--MAY 22, 2000
The undersigned hereby appoints: Andre C. Dimitriadis and James J.
Pieczynski, or either of them, each with the power of substitution, as
Proxies, and hereby authorizes each of them to represent and vote, as
designated below, the shares held of record by the undersigned at the annual
meeting of stockholders of LTC Healthcare, Inc. to be held at the Marriott
Residence Inn, Oxnard, California, on Monday, May 22, 2000 at 10:00 A.M.
(PDT), or any adjournments or postponements thereof, as designated below, and
in their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
LTC HEALTHCARE, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
For Withheld For All
All All Except
1. ELECTION OF DIRECTORS--Nominees: / / / / / /
01-Andre C. Dimitriadis, 02-James J. Pieczynski, 03-Christopher T.
Ishikawa, 04-Bary G. Bailey and 05-Steven Stuart.
---------------------------
Nominee Exception
In accordance with the judgments of the Proxies, upon any other matter
that may properly come before the Annual Meeting of Stockholders or any
adjournment thereof.
This Proxy will be voted as directed. If no contrary direction is made,
this Proxy will be voted "FOR" all nominees listed under Item (1).
Dated: , 2000
-----------------------------------
Signature(s)
-----------------------------------
-----------------------------------
IMPORTANT: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON. WHEN SIGNING
AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, ADD SUCH TITLE
IN YOUR SIGNATURE. NOTE: IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE
AND SIGN EACH CARD AND RETURN ALL PROXY CARDS IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
