SCHEDULE 13D
Amendment No. 7
LTC Properties, Inc.
common stock
Cusip # 502175102
Filing Fee: No
Cusip # 502175102
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 1,554,900
Item 10: None
Item 11: 1,554,900
Item 13: 10.20%
Item 14: HC
PREAMBLE
The Schedule 13D, dated August 27, 1992, and amended March 19, 1993,
March 30, 1993, July 7, 1993, September 13, 1993, December 30, 1993, and March
28, 1994, filed by FMR Corp. ("FMR") with respect to the common stock, $0.00
par value per share (the "Shares") of LTC Properties, Inc. (the "Company") is
hereby amended as set forth below. The shares to which it relates are owned
by eight funds managed by Fidelity Management & Research Company.
Item 1. Security and Issuer.
Item 1 is amended as follows:
This statement relates to shares of the Common Stock, $0.00 par value
(the "Shares") of LTC Properties, Inc., a Maryland corporation (the
"Company"). The principal executive offices of the Company are located at 300
East Esplanade Drive #1260, Oxnard, California, 93030-1247.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment adviser which is registered under Section 203 of the Investment
Advisers Act of 1940 and which provides investment advisory services to a
large number of investment companies which are registered under Section 8 of
the Investment Company Act of 1940 (the "Fidelity Funds"). Various directly
or indirectly held subsidiaries of FMR are also engaged in investment
management, venture capital assets management, securities brokerage, transfer
and shareholder servicing and real estate development. The principal offices
of FMR and Fidelity are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. The business address and principal occupation of Mr. Johnson 3d is
set forth in Schedule A hereto.
The shares to which this statement relates are owned directly by eight
of the Fidelity Funds.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations within respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is amended as follows:
The Fidelity Funds which own or owned shares purchased in the aggregate
2,613,135 shares for cash in the amount of approximately $30,758,698,
including brokerage commissions. Proceeds from 1,058,235 shares sold
aggregated approximately $12,486,639. The Funds used their own assets in
making such purchase and no part of the purchase price is represented by
borrowed funds. The attached Schedule B sets forth shares purchased and/or
sold since May 10, 1994.
Item 4. Purpose of Transaction.
The purpose of Fidelity having the Fidelity Funds purchase Shares (see
Item 5 below) is to acquire an equity interest in the Company in pursuit of
specified investment objectives established by the Board of Trustees of the
Fidelity Funds.
Fidelity may continue to have the Fidelity Funds purchase Shares subject
to a number of factors, including, among others, the availability of Shares of
sale at what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds.
Fidelity intends to review continuously the equity position of the
Fidelity Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, Fidelity may determine to cease making additional
purchases of Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or a portion of
the Shares.
Fidelity does not have any present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale of transfer of a material amount of
assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, and Fidelity, beneficially own all
1,554,900 shares, reference is made to Item 2 for a disclaimer of beneficial
ownership with respect to the securities which are "beneficially owned" by the
other corporations.
(a) FMR beneficially owns, through Fidelity, as investment adviser to
the Fidelity Funds, 1,554,900 shares, or approximately 10.20% of the
outstanding shares of the Company. The number of shares held by the Fidelity
Funds includes 300,000 shares of common stock resulting from the assumed
conversion of $3,000,000 principal amount of the 9.75% convertible
subordinated debenture (100.000 shares of common stock for each $1,000
principal amount of the debenture). Neither FMR, Fidelity, nor any of its
affiliates nor, to the best knowledge of FMR, any of the persons name in
Schedule A hereto, beneficially owns any other Shares. The combined holdings
of FMR, and Fidelity, are 1,554,900 shares, or approximately 10.20% of the
outstanding shares of the Company.
(b) FMR, through is control of Fidelity, investment adviser to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 1,554,900 shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FMR Corp.
Date: July 20, 1994 By: /s/Denis McCarthy
Denis McCarthy
Senior Vice President &
Chief Financial Officer
Schedule A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Director, Chairman of
the Board
CEO, Chairman & and CEO, FMR
Mng. Director
J. Gary Burkhead Director President-
Fidelity
Caleb Loring, Jr. Director, Mng. Director Director,
FMR
James C. Curvey Director, Sr. V.P. Sr.
V.P., FMR
William L. Byrnes Vice Chairman, Vice Chairman, FIL
Director & Mng. Director
Robert C. Pozen Sr. V.P. & Gen'l Counsel Sr.
V.P. & Gen'l Counsel
FMR
Mark Peterson Exec., V.P.-Management Exec., V.P.-
Managmeent
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. Vice Pres.,
Chief
Chief Financial Officer Financial Officer,
FMR
SCHEDULE B
LTC PROPERTIES, INC.
Four Fidelity Funds purchased shares since May 10, 1994 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
05-19-94 20,000 $14.13
05-20-94 20,000 14.25
06-10-94 60,000 14.25
06-28-94 137,800 13.72
07-05-94 61,600 13.50
07-07-94 20,000 13.63
07-11-94 100,000 13.75
07-12-94 50,000 13.75
SCHEDULE B
LTC PROPERTIES, INC.
Two Fidelity Funds sold shares since May 10, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
06-10-94 10,000 $14.25
06-28-94 40,000 13.72
