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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. ____________)(1)
LTC Properties, Inc.
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(Name of Issuer)
8.5% Series C Cumulative Convertible Preferred Stock, $.01 par value
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(Title of Class of Securities)
N/A (with respect to Series C Class)
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(CUSIP Number)
Richard F. LaRoche, Jr., National Health Investors, Inc.,
100 Vine Street, Suite 1202, Murfreesboro, TN 37130
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 1998
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(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 that 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.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) 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 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).
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CUSIP No. N/A 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
National Health Investors, Inc., FEIN: 62-1470956
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
Maryland corporation
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(7) Sole Voting Power
Number of 2,000,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,000,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
100%
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(14) Type of Reporting Person*
00 (REIT)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
Introduction
This Schedule 13D is being filed with respect to the Series C
Cumulative Preferred Stock, $.01 par value, of LTC Properties, Inc. (the
"Issuer"). The reporting person named below is hereby filing this statement on
Schedule 13D, pursuant to Rule 13d-1(f)(1) promulgated by the Securities and
Exchange Commission pursuant to the Exchange Act.
Item 1. Security and Issuer.
This statement relates to the Series C Cumulative Preferred Stock of
LTC Properties, Inc., a Maryland corporation, whose principal executive
offices are located at: 300 Esplanade Drive, Suite 1860, Oxnard,
California 93030.
Item 2. Identity and Background.
(a) The reporting person is National Health Investors, Inc., a
Maryland corporation. The directors and executive officers of
National Health Investors, Inc. as of the date hereof are set
forth on Schedule A attached hereto and incorporated herein by
reference.
(b) The principal business address of National Health Investors,
Inc. is 100 Vine Street, Suite 1202, Murfreesboro, Tennessee
37130. The principal business address of each of the directors
and executive officers of National Health Investors, Inc. is
set forth on Schedule A attached hereto and incorporated
herein by reference.
(c) National Health Investors, Inc. is a real estate investment
trust whose principal business is to invest in income
producing health care properties, primarily in the long-term
care industry. The principal occupation of each director and
executive officer of National Health Investors, Inc. is set
forth on Schedule A attached hereto and incorporated herein by
reference.
(d) During the last five (5) years, neither National Health
Investors, Inc. nor the persons listed on Schedule A attached
hereto have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five (5) years, neither National Health
Investors nor the persons listed on Schedule A attached hereto
have been 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) All persons listed on Schedule A are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
National Health Investors, Inc. used corporate funds (available cash on
hand) to purchase 2,000,000 shares of the Issuer's Series C Cumulative
Convertible Preferred Stock.
Item 4. Purpose of Transaction.
The Issuer's Preferred Stock that is presently beneficially owned by
National Health Investors, Inc. was acquired and is currently being held for
investment purposes. National Health Investors, Inc. may acquire additional
shares in the open market, in privately negotiated transactions or otherwise.
Subject to certain transfer restrictions set
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forth under federal and state securities laws, National Health Investors, Inc.
may attempt to dispose of the shares owned by them in privately negotiated
transactions or otherwise.
Except as set forth above, National Health Investors, Inc. has no
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on September 2, 1998, National
Health Investors, Inc. beneficially owns in the aggregate
2,000,000 shares of the Issuer's Series C Cumulative Preferred
Stock and 70,000 shares of the Issuer's Common Stock. National
Health Investors, Inc.'s ownership constitutes 100% of the
issued and outstanding shares of the Issuer's Series C
Cumulative Preferred Stock and less than 1% of the Issuer's
issued and outstanding Common Stock (based upon 27,642,302
shares outstanding as of August 7, 1998) represented as the
number of shares of the Issuer's common stock outstanding as
of such date in the Issuer's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998.
(b) National Health Investors, Inc. has the sole power to direct
the vote and disposition of the shares of which it possesses
beneficial ownership. The responses of National Health
Investors, Inc. to Items (7) through (11) of the portions of
the cover page of this Schedule 13D that relate to beneficial
ownership are incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
N/A
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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.
September 11, 1998
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(Date)
/s/
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(Signature)
Richard F. LaRoche, Jr.,
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(Name/Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
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SCHEDULE A
TO SCHEDULE 13D
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
<S> <C> <C>
W. Andrew Adams Chief Executive Officer and 100 E. Vine Street
Director of National Health Murfreesboro, Tennessee 37130
Investors, Inc. and National
Healthcare Corporation
Robert G. Adams Vice President of National 100 E. Vine Street
Health Investors, Inc. and Murfreesboro, Tennessee 37130
Senior Vice President and Director
of National Healthcare Corporaton
Richard F. LaRoche, Jr. Vice President and Director of 100 E. Vine Street
National Health Investors, Inc. and Murfreesboro, Tennessee 37130
Senior Vice President and
Secretary of National Healthcare
Corporation
Robert T. Webb Director of National Health P. O. Box 4011
Investors, Inc. and President of Murfreesboro, Tennessee 37133
Webb Refreshments, Inc.
Ted H. Welch Director of National Health 611 Commerce Street
Investors, Inc. and President and Nashville, Tennessee 37203
Chief Operating Officer of Eagle
Communications
Jack Tyrrell Director of National Health 200 31st Avenue North, Suite 200
Investors, Inc. and General Partner Nashville, Tennessee 37205
of Lawrence, Tyrrell, Ortale &
Smith
</TABLE>
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