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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LTC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Maryland 71-0720518
(State of incorporation or organization) (I.R.S. Employer Identification No.)
300 Esplanade Drive - Suite 1860 93030
Oxnard, California 93030 (Zip Code)
(Address of principal executive offices)
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SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
9% Series B Cumulative Preferred Stock
(Title of each class to be registered)
New York Stock Exchange
(Name of each exchange on which each class is to be registered)
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<S> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), check the following box. [X] A.(d), check the following box. [ ]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-25787 (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
None
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Page 1 of 3 pages
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ITEM 1. Description of Registrant's Securities to be Registered.
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A description of the 9% Series B Cumulative Preferred Stock (the
"Series B Preferred Stock") to be registered hereunder is contained in the
section entitled "Description of Preferred Stock" on pages 18 through 20 of the
Prospectus, dated December 3, 1997, as filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended ("Securities Act"), as supplemented by the
information in the section entitled "Description of Series B Preferred Stock" on
pages S-20 to S-26 of the Preliminary Prospectus Supplement, dated December 3,
1997, as filed pursuant to Rule 424(b) of the Securities Act. Such description
is incorporated herein by reference. Such shares of Series B Preferred Stock
were registered under the Securities Act as a part of Registration Statement No.
333-25787, effective May 6, 1997.
ITEM 2. Exhibits.
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Exhibit
Number Description
------ -----------
2.1 Amended and Restated Articles of Incorporation of the
Registrant. (1)
2.2 Articles Supplementary Classifying 9.5% Series A Cumulative
Preferred Stock of the Registrant. (2)
2.3 Articles of Amendment of the Registrant. (3)
2.4 Bylaws of Registrant. (4)
2.5 Articles Supplementary Classifying Series B Preferred Stock
of the Registrant.
2.6 Specimen share certificate for 9% Series B Cumulative
Preferred Stock.
----------------
(1) Filed as exhibit number 3.1 to Registrant's Form 8-K dated June
19, 1997 and incorporated herein by reference.
(2) Filed as exhibit number 3.2 to Registrant's Form 8-K dated June
19, 1997 and incorporated herein by reference.
(3) Filed as exhibit number 3.3 to Registrant's Form 8-K dated June
19, 1997 and incorporated herein by reference.
(4) Filed as exhibit number 3.1 to Registrant's Form 10-Q for the
quarterly period ended June 30, 1996 and incorporated herein by
reference.
2 of 3
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SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
December 15, 1997 LTC PROPERTIES, INC.
("Registrant")
By: /s/ JAMES J. PIECZYNSKI
----------------------------------------
James J. Pieczynski
President and Chief Financial Officer
3 of 3
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EXHIBIT 2.5
LTC PROPERTIES, INC.
ARTICLES SUPPLEMENTARY CLASSIFYING
2,000,000 SHARES OF
9% SERIES B CUMULATIVE PREFERRED STOCK
LTC Properties, Inc., a Maryland corporation (the "Company"), certifies to
the Maryland State Department of Assessments and Taxation (the "Department")
that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors
of the Company by Article SEVENTH of the Company's Articles of Amendment and
Restatement filed with the Department on August 3, 1992 (the "Charter") and
Section 2-105 of the Maryland General Corporation Law ("MGCL"), the Board of
Directors has, at a meeting duly called and noticed at which a quorum of
directors was present and acting throughout, adopted resolutions classifying and
designating a separate series of authorized but unissued Preferred Stock of the
Company, setting certain of the preferences, conversion and other rights, voting
powers, restrictions, qualifications and terms and conditions of redemption of
such separate series of Preferred Stock, providing for the issuance of a maximum
of 3,000,000 shares of such series of Preferred Stock and, pursuant to the
powers contained in the bylaws of the Corporation and the MGCL, appointing a
Committee (the "Committee") of the Board of Directors comprised of Andre C.
Dimitriadis and James J. Pieczynski, and delegating to the Committee, to the
fullest extent permitted by Maryland law and the Charter and Bylaws of the
Company, all powers of the Board of Directors with respect to designating and
setting of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of such series of
Preferred Stock and determining the number or shares of such series of Preferred
Stock (not in excess of the aforesaid maximum number) to be issued and the price
and other terms and conditions upon which shares of such series of Preferred
Stock are to be offered, sold and issued.
SECOND: Pursuant to the authority conferred upon the Committee as aforesaid,
the Committee has, by unanimous written consent, duly adopted resolutions
designating the aforesaid series of Preferred Stock as "9% Series B Cumulative
Preferred Stock", setting the preferences, conversion and other rights, voting
powers, restrictions and limitations as to dividends, qualifications and terms
and conditions of redemption of such 9% Series B Cumulative Preferred Stock (to
the extent not set by the Board of Directors in the resolutions referred to in
Article FIRST of these Articles Supplementary) and authorizing the issuance of
2,000,000 shares of 9% Series B Cumulative Preferred Stock.
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THIRD: The series of Preferred Stock of the Company created by the
resolutions duly adopted by the Board of Directors of the Company and by the
Committee and referred to in Articles FIRST and SECOND of these Articles
Supplementary shall have the following designation, number of shares,
preferences, conversion and other rights, voting powers, restrictions and
limitations as to dividends, qualifications, terms and conditions of redemption
and other terms and conditions.
1. Designation and Number. A series of Preferred Stock, designated
----------------------
the "9% Series B Cumulative Preferred Stock" (the "Series B Preferred Stock"),
is hereby established. The number of shares of the Series B Preferred Stock
shall be 2,000,000.
2. Maturity. The Series B Preferred Stock has no stated maturity
--------
and will not be subject to any sinking fund or mandatory redemption.
3. Rank. The Series B Preferred Stock will, with respect to
----
dividend rights and rights upon liquidation, dissolution or winding up of the
Company, rank (i) senior to all classes or series of Common Stock of the
Company, and to all equity securities ranking junior to the Series B Preferred
Stock with respect to dividend rights or rights upon liquidation, dissolution
or winding up of the Company; (ii) on a parity with the 9.5% Series A Cumulative
Preferred Stock and with all equity securities issued by the Company the terms
of which specifically provide that such equity securities rank on a parity with
the Series B Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company; and (iii) junior to all
existing and future indebtedness of the Company. The term "equity securities"
does not include convertible debt securities, which will rank senior to the
Series B Preferred Stock prior to conversion.
4. Dividends
---------
(a) Holders of shares of the Series B Preferred Stock are entitled to
receive, when and as declared by the Board of Directors (or a duly authorized
committee thereof), out of funds legally available for the payment of dividends,
preferential cumulative cash dividends at the rate of 9% per annum of the
Liquidation Preference (as defined below) per share (equivalent to a fixed
annual amount of $2.25 per share). Dividends on the Series B Preferred Stock
shall be cumulative from the date of original issue and shall be payable monthly
in arrears on or before the 15th day of each month, or, if not a business day,
the next succeeding business day (each, a "Dividend Payment Date"). The first
dividend, which will be paid on January 15, 1998, will be for less than a full
month. Such dividend and any dividend payable on the Series B Preferred Stock
for any partial dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of
record as they appear in the stock records of the Company at the close of
business on the applicable record date, which shall be the first day of the
calendar month in which the applicable Dividend Payment Date falls or on
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such other date designated by the Board of Directors of the Company for the
payment of dividends that is not more than 30 nor less than 10 days prior to
such Dividend Payment Date (each, a "Dividend Record Date").
(b) No dividends on shares of Series B Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the Series B
Preferred Stock will accrue whether or not the Company has earnings, whether or
not there are funds legally available for the payment of such dividends and
whether or not such dividends are declared. Accrued but unpaid dividends on the
Series B Preferred Stock will not bear interest and holders of the Series B
Preferred Stock will not be entitled to any distributions in excess of full
cumulative distributions described above. Except as set forth in the next
sentence, no dividends will be declared or paid or set apart for payment on any
capital stock of the Company or any other series of Preferred Stock ranking, as
to dividends, on a parity with or junior to the Series B Preferred Stock (other
than a dividend in shares of the Company's Common Stock or in shares of any
other class of stock ranking junior to the Series B Preferred Stock as to
dividends and upon liquidation) for any period unless full cumulative dividends
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for such payment on the Series B
Preferred Stock for all past dividend periods and the then current dividend
period. When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the Series B Preferred Stock and the shares of
any other series of Preferred Stock ranking on a parity as to dividends with the
Series B Preferred Stock, all dividends declared upon the Series B Preferred
Stock and any other series of Preferred Stock ranking on a parity as to
dividends with the Series B Preferred Stock shall be declared pro rata so that
the amount of dividends declared per share of Series B Preferred Stock and such
other series of Preferred Stock shall in all cases bear to each other the same
ratio that accrued dividends per share on the Series B Preferred Stock and such
other series of Preferred Stock (which shall not include any accrual in respect
of unpaid dividends for prior dividend periods if such Preferred Stock does not
have a cumulative dividend) bear to each other.
(d) Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series B Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series B Preferred Stock
as to dividends and upon liquidation) shall be declared or paid or set aside for
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<PAGE>
payment nor shall any other distribution be declared or made upon the Common
Stock, or any other capital stock of the Company ranking junior to or on a
parity with the Series B Preferred Stock as to dividends or upon liquidation,
nor shall any shares of Common Stock, or any other shares of capital stock of
the Company ranking junior to or on a parity with the Series B Preferred Stock
as to dividends or upon liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any such shares) by the Company (except by conversion
into or exchange for other capital stock of the Company ranking junior to the
Series B Preferred Stock as to dividends and upon liquidation or redemptions for
the purpose of preserving the Company's qualification as a REIT). Holders of
shares of the Series B Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of full cumulative
dividends on the Series B Preferred Stock as provided above. Any dividend
payment made on shares of the Series B Preferred Stock shall first be credited
against the earliest accrued but unpaid dividend due with respect to such shares
which remains payable.
5. Liquidation Preference. Upon any voluntary or involuntary
----------------------
liquidation, dissolution or winding up of the affairs of the Company, the
holders of shares of Series B Preferred Stock are entitled to be paid out of the
assets of the Company legally available for distribution to its shareholders a
liquidation preference of $25 per share (the "Liquidation Preference"), plus an
amount equal to any accrued and unpaid dividends to the date of payment, but
without interest, before any distribution of assets is made to holders of Common
Stock or any other class or series of capital stock of the Company that ranks
junior to the Series B Preferred Stock as to liquidation rights. The Company
will promptly provide to the holders of Series B Preferred Stock written notice
of any event triggering the right to receive such Liquidation Preference. After
payment of the full amount of the Liquidation Preference, plus any accrued and
unpaid dividends to which they are entitled, the holders of Series B Preferred
Stock will have no right or claim to any of the remaining assets of the
Company. The consolidation or merger of the Company with or into any other
corporation, trust or entity or of any other corporation with or into the
Company, or the sale, lease or conveyance of all or substantially all of the
property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.
In determining whether a distribution (other than upon voluntary or
involuntary liquidation) by dividend, redemption or other acquisition of shares
of stock of the Company or otherwise is permitted under the Maryland General
Corporation Law (the "MGCL"), no effect shall be given to amounts that would be
needed if the Company would be dissolved at the time of the distribution, to
satisfy the preferential rights upon distribution of holders of shares of stock
of the Corporation whose preferential rights upon distribution are superior to
those receiving the distribution.
4
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6. Redemption.
----------
(a) The Series B Preferred Stock is not redeemable prior to January
1, 2002. On and after January 1, 2002, the Company, at its option upon not less
than 30 nor more than 60 days' written notice, may redeem shares of the Series B
Preferred Stock, in whole or in part, at any time or from time to time, for cash
at a redemption price of $25 per share, plus all accrued and unpaid dividends
thereon to the date fixed for redemption (except with respect to Excess Shares
(as defined in the Articles)), without interest. Holders of Series B Preferred
Stock to be redeemed shall surrender such Series B Preferred Stock at the place
designated in such notice and shall be entitled to the redemption price and any
accrued and unpaid dividends payable upon such redemption following such
surrender. If notice of redemption of any shares of Series B Preferred Stock has
been given and if the funds necessary for such redemption have been set aside by
the Company in trust for the benefit of the holders of any shares of Series B
Preferred Stock so called for redemption, then from and after the redemption
date dividends will cease to accrue on such shares of Series B Preferred Stock,
such shares of Series B Preferred Stock shall no longer be deemed outstanding
and all rights of the holders of such shares will terminate, except the right to
receive the redemption price. If less than all of the outstanding Series B
Preferred Stock is to be redeemed, the Series B Preferred Stock to be redeemed
shall be selected pro rata (as nearly as may be practicable without creating
fractional shares) or by any other equitable method determined by the Company.
(b) Unless full cumulative dividends on all shares of Series B
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, no shares of
Series B Preferred Stock shall be redeemed unless all outstanding shares of
Series B Preferred Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series B
Preferred Stock (except by exchange for capital stock of the Company ranking
junior to the Series B Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the purchase by the
Company of Excess Shares in order to ensure that the Company continues to meet
the requirements for qualification as a REIT, or the purchase or acquisition of
shares of Series B Preferred Stock pursuant to a purchase or exchange offer made
on the same terms to holders of all outstanding shares of Series B Preferred
Stock. So long as no dividends are in arrears, the Company shall be entitled at
any time and from time to time to repurchase shares of Series B Preferred Stock
in open-market transactions duly authorized by the Board of Directors and
effected in compliance with applicable laws.
(c) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed by
the Company, postage prepaid, not less than 30 nor more than
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60 days prior to the redemption date, addressed to the respective holders of
record of the Series B Preferred Stock to be redeemed at their respective
addresses as they appear on the stock transfer records of the Company. No
failure to give such notice or any defect therein or in the mailing thereof
shall affect the validity of the proceedings for the redemption of any shares of
Series B Preferred Stock except as to the holder to whom notice was defective or
not given. Each notice shall state: (i) the redemption date; (ii) the redemption
price; (iii) the number of shares of Series B Preferred Stock to be redeemed;
(iv) the place or places where the Series B Preferred Stock is to be surrendered
for payment of the redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If less than all of the
Series B Preferred Stock held by any holder is to be redeemed, the notice mailed
to such holder shall also specify the number of shares of Series B Preferred
Stock held by such holder to be redeemed.
(d) Immediately prior to any redemption of Series B Preferred
Stock, the Company shall pay, in cash, any accumulated and unpaid dividends
through the redemption date, unless a redemption date falls after a Dividend
Record Date and prior to the corresponding Dividend Payment Date, in which case
each holder of Series B Preferred Stock at the close of business on such
Dividend Record Date shall be entitled to the dividend payable on such shares on
the corresponding Dividend Payment Date notwithstanding the redemption of such
shares before such Dividend Payment Date.
(e) Excess Shares may be redeemed, in whole or in part, at any time
when outstanding shares of Series B Preferred Stock are being redeemed, for cash
at a redemption price of $25 per share, but excluding accrued and unpaid
dividends on such Excess Shares, without interest. Such Excess Shares shall be
redeemed in such proportion and in accordance with such procedures as shares of
Series B Preferred Stock are being redeemed.
7. Voting Rights.
-------------
(a) Holders of the Series B Preferred Stock will not have any voting
rights, except as set forth below.
(b) Whenever dividends on any shares of Series B Preferred Stock
shall be in arrears for eighteen or more months (a "Preferred Dividend
Default"), the number of directors then constituting the Board of Directors
shall be increased by two (if not already increased by reason of a similar
arrearage with respect to any Parity Preferred (as hereinafter defined)). The
holders of such shares of Series B Preferred Stock (voting separately as a class
with all other series of Preferred Stock ranking on a parity with the Series B
Preferred Stock as to dividends or upon liquidation ("Parity Preferred") upon
which like voting rights have been conferred and are exercisable) will be
entitled to vote separately as a class, in order to fill the vacancies thereby
created, for the election of a total of two additional directors of the Company
(the "Preferred
6
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Stock Directors") at a special meeting called by the holders of record of at
least 20% of the Series B Preferred Stock or the holders of record of at least
20% of any series of Parity Preferred so in arrears (unless such request is
received less than 90 days before the date fixed for the next annual or special
meeting of the shareholders) or at the next annual meeting of shareholders, and
at each subsequent annual meeting until all dividends accumulated on such shares
of Series B Preferred Stock for the past dividend periods and the dividend for
the then current dividend period shall have been fully paid or declared and a
sum sufficient for the payment thereof set aside for payment. In the event the
directors of the Company are divided into classes, each such vacancy shall be
apportioned among the classes of directors to prevent stacking in any one class
and to insure that the number of directors in each of the classes of directors,
are as equal as possible. Each Preferred Stock Director, as a qualification for
election as such (and regardless of how elected) shall submit to the Board of
Directors of the Company a duly executed, valid, binding and enforceable letter
of resignation from the Board of Directors, to be effective upon the date upon
which all dividends accumulated on such shares of Series B Preferred Stock and
Parity Preferred for the past dividend periods and the dividend for the then
current dividend period shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment, whereupon the terms of
office of all persons elected as Preferred Stock Directors by the holders of the
Series B Preferred Stock and any Parity Preferred shall, upon the effectiveness
of their respective letters of resignation, forthwith terminate, and the number
of directors then constituting the Board of Directors shall be reduced
accordingly. A quorum for any such meeting shall exist if at least a majority of
the outstanding shares of Series B Preferred Stock and shares of Parity
Preferred upon which like voting rights have been conferred and are exercisable
are represented in person or by proxy at such meeting. Such Preferred Stock
Directors shall be elected upon the affirmative vote of a plurality of the
shares of Series B Preferred Stock and such Parity Preferred present and voting
in person or by proxy at a duly called and held meeting at which a quorum is
present. If and when all accumulated dividends and the dividend for the then
current dividend period on the Series B Preferred Stock shall have been paid in
full or declared and set aside for payment in full, the holders thereof shall be
divested of the foregoing voting rights (subject to revesting in the event of
each and every Preferred Dividend Default) and, if all accumulated dividends and
the dividend for the then current dividend period have been paid in full or set
aside for payment in full on all series of Parity Preferred upon which like
voting rights have been conferred and are exercisable, the term of office of
each Preferred Stock Director so elected shall terminate. Any Preferred Stock
Director may be removed at any time with or without cause by, and shall not be
removed otherwise than by the vote of, the holders of record of a majority of
the outstanding shares of the Series B Preferred Stock when they have the voting
rights described above (voting separately as a class with all series of Parity
Preferred upon which like voting rights have been conferred and are
exercisable). So long as a Preferred Dividend Default shall continue, any
vacancy in the office of a Preferred Stock Director may be filled by written
consent of the Preferred Stock Director remaining in office, or if none remains
in office, by a vote of the holders of record of a majority of the outstanding
shares of Series B Preferred Stock when they have the voting rights
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described above (voting separately as a class with all series of Parity
Preferred upon which like voting rights have been conferred and are
exercisable). The Preferred Stock Directors shall each be entitled to one vote
per director on any matter.
(c) So long as any shares of Series B Preferred Stock remain
outstanding, the Company will not, without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series B Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), amend, alter or repeal the provisions of
the Charter or the Articles Supplementary, whether by merger, consolidation or
otherwise (an "Event"), so as to materially and adversely affect any right,
preference, privilege or voting power of the Series B Preferred Stock or the
holders thereof; provided, however, that with respect to the occurrence of any
Event set forth above, so long as the Series B Preferred Stock (or any
equivalent class or series of stock issued by the surviving corporation in any
merger or consolidation to which the Company became a party) remains outstanding
with the terms thereof materially unchanged, the occurrence of any such Event
shall not be deemed to materially and adversely affect such rights, preferences,
privileges or voting power of holders of the Series B Preferred Stock and
provided, further that (i) any increase in the amount of the authorized
Preferred Stock or the creation or issuance of any other series of Preferred
Stock, or (ii) any increase in the amount of authorized shares of such series,
in each case ranking on a parity with or junior to the Series B Preferred Stock
with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
(d) The foregoing voting provisions will not apply if, at or prior
to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series B Preferred Stock
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.
(e) Except as expressly stated in these Articles Supplementary, the
Series B Preferred Stock shall not have any relative, participating, optional or
other special voting rights and powers and the consent of the holders thereof
shall not be required for the taking of any corporate action, including but not
limited to, any merger or consolidation involving the Corporation or a sale of
all or substantially all of the assets of the Corporation, irrespective of the
effect that such merger, consolidation or sale may have upon the rights,
preferences or voting power of the holders of the Series B Preferred Stock.
8. Conversion. The Series B Preferred Stock is not convertible
----------
into or exchangeable for any other property or securities of the Company.
8
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9. Restrictions of Transfer. The shares of Series B Preferred
------------------------
Stock shall be subject to the limitations on ownership and transfer set forth in
Article NINTH of the Charter of the Company.
-----
FOURTH: These Articles Supplementary have been approved by the Board
of Directors in the manner and by the vote required by law.
FIFTH: The undersigned President of the Company acknowledges these
Articles Supplementary to be the corporate act of the Company and, as to all
matters or facts required to be verified under oath, the undersigned President
of the Company acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
9
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IN WITNESS WHEREOF, LTC PROPERTIES, INC., has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 15th day of December, 1997.
LTC PROPERTIES, INC.
By: /s/ JAMES J. PIECZYNSKI
--------------------------------------------
Title: President and Chief Financial Officer
Attest: /s/ PAMELA J. PRIVETT
------------------------------------------
Title: Secretary
10
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EXHIBIT 2.6
[FORM OF PREFERRED STOCK CERTIFICATE]
[FRONT OF CERTIFICATE]
9% SERIES B 9% SERIES B
CUMULATIVE PREFERRED STOCK CUMULATIVE PREFERRED STOCK
LIQUIDATION PREFERENCE LIQUIDATION PREFERENCE
$25 PER SHARE $25 PER SHARE
Number Shares
--- ------
MAP The shares evidenced hereby are
subject to restrictions on ownership
and transfer as more fully described on the
reverse side hereof.
[LOGO] This Certificate is transferrable in
- --------------------------- Chicago, Illinois or New York, New York
Incorporated Under the Laws
of the State of Maryland
CUSIP 502175 30 0
See reverse for certain definitions
LTC PROPERTIES, INC.
This is to certify that __________________________ is the owner of
______________________________.
fully paid and non-assessable shares of the 9% Series B Cumulative Preferred
Stock Liquidation Preference $25 per share of LTC PROPERTIES, INC. (the
"Corporation") transferrable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. Transfers of fractions of whole shares of the
Corporation shall not be made, except as may otherwise be provided in the
Charter or By-Laws of the Corporation. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. Witness the
facsimile seal and the facsimile signature of its duly authorized officers.
Dated:
[Facsimile Signature]
---------------------
Secretary and Treasurer
ATTEST: [Facsimile Signature]
---------------------
President and Chief Executive Officer
Countersigned and registered:
[ ]
Transfer Agent and Registrar
By: _____________________________
Authorized Signature
<PAGE>
[REVERSE OF CERTIFICATE]
LTC PROPERTIES, INC.
CLASSES OF STOCK
The Corporation is authorized to issue more than one class of capital stock
consisting of Common Stock, Excess Common shares, one or more series of
Preferred Stock and one of more series of Excess Preferred Shares. The Board of
Directors of the Corporation is authorized to determine the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, terms and conditions of redemption of any class or
series of Preferred Stock before the issuance of such class or series. The
Corporation will furnish, without charge, to any shareholder making a written
request therefor, a written statement of the information required by Section 2-
211(b) of the Corporations and Associations Article of the Annotated Code of
Maryland with respect to (i) the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of each class or series of
stock which the Corporation is authorized to issue, (ii) the differences in the
relative rights and preferences between the shares of each series to the extent
set, and (iii) the authority of the Board of Directors to set such rights and
preferences of subsequent series. Requests for such written statements may be
directed to the secretary of the Corporation at the principal office of the
Corporation.
RESTRICTIONS ON OWNERSHIP AND TRANSFER
The shares represented by this certificate are subject to restrictions on
ownership and transfer for the purpose of the Corporation's maintenance of its
status as a "real estate investment trust" under the Internal Revenue Code of
1986, as amended. Except as otherwise provided pursuant to the Charter of the
Corporation, no person may beneficially own or constructively own in excess of
9.8% of the number of then outstanding shares of any class or series of stock of
the Corporation, with certain further restrictions and exceptions set forth in
the Corporation's Charter. Transfer or ownership of shares in violation of the
foregoing restrictions causes such shares to be automatically converted into
Excess Shares. Excess Shares have limited economic rights, no voting rights and
the Corporation has an option to redeem Excess Shares under certain
circumstances. In addition, notwithstanding any other provision of the Charter
of the Corporation to the contrary, any purported acquisition of shares of stock
of the Corporation that would result in the disqualification of the Corporation
as a real estate investment trust shall be null and void ab initio. All
capitalized terms in this legend have the meanings ascribed to them in the
Charter of the Corporation, a copy of which, including the restrictions on
transfer and ownership, will be furnished, without charge, to each holder of
shares of stock of the Corporation who directs a request therefor to the
secretary of the Corporation at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws and regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____ Custodian (Cust)
TEN ENT - as tenants by the entireties (Minor) under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship _______(State)
and not as tenants in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, _______________ hereby sell, assign and transfer unto
______________________________________________________________________________
______________________________________________________________________________
2
<PAGE>
[REVERSE OF CERTIFICATE]
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
_____________ ____________________________________ shares represented by this
Certificate, and do hereby irrevocably constitute and appoint
____________________________________________________ attorney to transfer the
said shares on the books of the Corporation before power of substitution and the
premises.
Date:__________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
Signature Guaranteed: _______________________________________________
The signatures should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
members; approved signature guarantee medallion program), pursuant to S.E.C.
Rule 17Ad-15.
3
