LTC PROPERTIES INC
8-K, 1998-08-25
REAL ESTATE INVESTMENT TRUSTS
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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                            
                                            
                                      FORM 8-K
                                            
                                            
                                            
                                   CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
                                            
                                            
                         Date of Report:   August 12, 1998
                         (Date of earliest event reported)
                                            
                                            
                                            
                                LTC PROPERTIES, INC.
               (Exact name of registrant as specified in its charter)
                                            
          MARYLAND                       1-11314               71-0720518
(State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer 
incorporation or organization)                              Identification No.) 

                                            
                                            
                          300 ESPLANADE DRIVE, SUITE 1860
                              OXNARD, CALIFORNIA 93030
            (Address of principal executive offices, including zip code)
                                            
                                            
                                   (805) 981-8655
                (Registrant's telephone number, including area code)
                                            
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ITEM 5.         OTHER EVENTS
     
        On August 12, 1998, LTC Properties, Inc. (the "Company") announced 
that it has agreed to sell and National Health Investors, Inc. ("NHI") has 
agreed to purchase 2,000,000 shares of LTC's Series C Convertible Preferred 
Stock (the "Series C Preferred Stock") at a price of $19.25 per share.
     
        The Series C Preferred Stock will be convertible into 2,000,000 
shares of LTC common stock, will have an annual coupon of 8.5% payable 
quarterly and will have a liquidation preference of $19.25 per share.
     
        Definitive documents are being prepared and it is anticipated that 
the transaction will close in late August or early September 1998.  The 
proceeds will be used for the repayment of debt and other general corporate 
purposes. 









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                                     SIGNATURE
     
     
     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.
     
     
                                           LTC PROPERTIES, INC.


Date: August 25, 1998                      By /s/ JAMES J. PIECZYNSKI
                                             ---------------------------
                                           James J. Pieczynski
                                           President and Chief Financial Officer







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