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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LTC HEALTHCARE, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
50217R 10 4
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(CUSIP Number)
James J. Pieczynski
President and Chief Financial Officer
LTC Properties, Inc.
300 Esplanade Drive, Suite 1860
Oxnard, California 93030
(805) 981-8655
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 13, 1999
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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 which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: / /
(Continued on the following page)
Page 1 of 10 Pages
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SCHEDULE 13D
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CUSIP No. 50217R 10 4 Page 2 of 10
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1 NAME OF REPORTING PERSON
LTC PROPERTIES, INC.
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 264,900 shares
OWNED BY EACH ---------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
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9 SOLE DISPOSITIVE POWER
264,900 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,900 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.63%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, $.01 par value per
share (the "Common Stock"), of LTC Healthcare, Inc., a Nevada corporation (the
"Company"). The principal executive offices of the Company are located at 300
Esplanade Drive, Suite 1860, Oxnard, California 93030.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by LTC Properties, Inc., a Maryland
corporation ("Properties").
(b) The address of Properties' principal offices is 300 Esplanade
Drive, Suite 1860, Oxnard, California 93030. The names, business addresses and
principal businesses of each of the directors and executive officers of
Properties are set forth on Schedule I hereto and incorporated by reference
herein.
(c) The current principal business of Properties, a self-administered
real estate investment trust, is investing primarily in long-term care and other
health care-related facilities through mortgage loans, facility lease
transactions and other investments.
(d) During the last five years, neither Properties nor, to the best of
its knowledge, any of the executive officers or directors of Properties, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Properties nor, to the best of
its knowledge, any of the executive officers or directors of Properties, has
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) To the best knowledge of Properties, each of the executive
officers and directors of Properties is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Properties sold 35,000 shares of Common Stock on January 13, 1999 for
an aggregate consideration of $94,494 (excluding brokerage commissions). As of
the date hereof, the aggregate amount of funds paid in cash by Properties in
connection with the acquisition of an aggregate total of 264,900 shares of the
Common Stock of the Company was $564,429 (excluding brokerage commissions).
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of Properties' acquisition and disposition of the Common
Stock is for investment purposes only, and the acquisitions and dispositions of
the Common Stock were made in the ordinary course of business and were not made
for the purpose of acquiring control of the Company.
Properties intends to review its investment in the Company from time
to time and, depending upon the price and availability of the Common Stock,
subsequent developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to Properties,
general stock market and economic conditions, tax considerations and other
factors
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Page 4 of 10
deemed relevant, may decide to increase or decrease the size of its investment
in the Company; provided, however, that due to limitations resulting from
Properties' status as a real estate investment trust, Properties expects that
its investment in the Company will not exceed 10% of the Company's voting Common
Stock .
Except as described herein, Properties has no present plan or proposal
which relates to, or could result in, any of the events referred to in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However,
Properties will continue to review the business of the Company and, depending
upon one or more of the factors referred to above, may in the future propose
that the Company take one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Properties beneficially owns 264,900 shares
of the Company's Common Stock, representing approximately 9.63% of the Company's
outstanding Common Stock. In addition, the executive officers and directors of
Properties beneficially own shares of the Company's Common Stock. See Schedule
II hereto and incorporated by reference herein.
(b) Properties has the sole power to vote or to direct the vote, and
to dispose or to direct the disposition of 264,900 shares of Common Stock.
Properties does not share the power to vote or direct the vote, and to dispose
or direct the disposition of the 264,900 shares of Common Stock with any other
individual or entity. To the best knowledge of Properties, each of the executive
officers and directors of Properties that beneficially own the shares of Common
Stock listed on Schedule II hereto has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of such shares of Common Stock
and does not share the power to vote or direct the vote, and to dispose or
direct the disposition of such shares of Common Stock with any other individual
or entity.
(c) See Schedule III hereto and incorporated by reference herein for
transactions effected by Properties and the executive officers and directors of
Properties who beneficially own shares of the Company's Common Stock.
(d) To the best knowledge of Properties, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by Properties.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On September 30, 1998, Properties consummated a spin-off of the
Company through the distribution to the holders of record of Properties' common
stock on September 15, 1998 (the "Record Date") of all of the Common Stock of
the Company held by Properties (the "Distribution"), pursuant to a Distribution
Agreement dated as of September 30, 1998 between Properties and the Company (the
"Distribution Agreement"). Each holder of Properties common stock received one
share of Company Common Stock for every ten shares of Properties common stock
owned on the Record Date. No consideration was paid by the holders of Properties
common stock in exchange for the Company Common Stock. In connection with the
Distribution, and in addition to the Distribution Agreement, Properties and the
Company entered into an Administrative Services Agreement, Intercompany
Agreement and Tax Sharing Agreement.
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Page 5 of 10
In addition, Properties has provided the Company with a $20 million
unsecured line of credit bearing interest at 10% and maturing in 2008. The three
executive officers of Properties are also executive officers of the Company. Two
of such executive officers, Andre C. Dimitriadis and James J. Pieczynski, are
also directors of each of Properties and the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
*Exhibit 1. Distribution Agreement, dated as of September 30, 1998, by
and between LTC Properties, Inc. and LTC Healthcare, Inc.
*Exhibit 2. Administrative Services Agreement, dated as of September
30, 1998, by and between LTC Properties, Inc. and LTC
Healthcare, Inc.
*Exhibit 3. Intercompany Agreement, dated as of September 30, 1998, by
and between LTC Properties, Inc. and LTC Healthcare, Inc.
*Exhibit 4. Tax Sharing Agreement, dated as of September 30, 1998, by
and between LTC Properties, Inc. and LTC Healthcare, Inc.
*Exhibit 5. Amended and Restated Promissory Note, dated as of May 19,
1998, between LTC Healthcare, Inc. and LTC Properties, Inc.
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*Previously filed.
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Page 6 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: March 5, 1999 LTC PROPERTIES, INC.
By: /s/ James J. Pieczynski
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Name: James J. Pieczynski
Title: President and Chief Financial Officer
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Page 7 of 10
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
LTC PROPERTIES, INC.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of LTC Properties, Inc. is set forth below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF
OTHER THAN AS EXECUTIVE
NAME AND BUSINESS POSITION WITH LTC OFFICER OF LTC PROPERTIES,
ADDRESS PROPERTIES, INC. INC.
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<S> <C> <C>
Andre C. Dimitriadis Chairman of the Board and
300 Esplanade Drive, Suite 1860 Chief Executive Officer
Oxnard, CA 93030
James J. Pieczynski President, Chief Financial
300 Esplanade Drive, Suite 1860 Officer and Director
Oxnard, CA 93030
Christopher T. Ishikawa Senior Vice President and Chief
300 Esplanade Drive, Suite 1860 Investment Officer
Oxnard, CA 93030
Edmund C. King Director General Partner of Trouver Capital
4153 North Dover Lane Partners
Provo, UT 84604
Wendy L. Simpson Director Executive Vice President and Chief
1125 17th Street, Suite 2100 Financial Officer of Coram
Denver, CO 80202 Healthcare Corporation
Sam Yellen Director Self-employed consultant; retired
22433 Oxnard Street Partner of KPMG Peat Marwick LLP
Woodland Hills, CA 91367
</TABLE>
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SCHEDULE II
BENEFICIAL OWNERSHIP OF LTC HEALTHCARE, INC. COMMON STOCK BY
EXECUTIVE OFFICERS OF LTC PROPERTIES, INC.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF LTC HEALTHCARE, PERCENT
POSITION WITH LTC INC. COMMON STOCK BENEFICIALLY
NAME PROPERTIES, INC. BENEFICIALLY OWNED OWNED
- ------------------------------- ------------------------------ ------------------- --------------
<S> <C> <C> <C>
Andre C. Dimitriadis Chairman of the Board and 125,374 (1) 4.6%
Chief Executive Officer
James J. Pieczynski President, Chief Financial 65,212 (1) 2.4%
Officer and Director
Christopher T. Ishikawa Senior Vice President and 7,529 (1) *
Chief Investment Officer
Edmund C. King Director 6,460 *
Wendy L. Simpson Director 4,076 *
Sam Yellen Director 6,370 *
</TABLE>
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* Less than 1%
(1) Excludes the following options granted for the purchase of LTC Healthcare,
Inc. Common Stock: (a) Mr. Dimitriadis - 75,000; (b) Mr. Pieczynski - 56,000;
and (c) Mr. Ishikawa - 37,000. Such options are not currently exercisable and
become exercisable in three equal annual installments beginning on May 19, 1999.
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Page 9 of 10
SCHEDULE III
TRANSACTIONS EFFECTED BY LTC PROPERTIES, INC.
SINCE ITS MOST RECENT SCHEDULE 13D FILING
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<CAPTION>
Date No. of Shares Price per Share (1)
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<S> <C> <C>
1/13/99 (35,000) $2.75
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TRANSACTIONS EFFECTED BY MR. DIMITRIADIS
SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
<TABLE>
<CAPTION>
Date No. of Shares Price per Share (1)
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<S> <C> <C>
11/18/98 1,000 $2.8125
</TABLE>
TRANSACTIONS EFFECTED BY MR. PIECZYNSKI
SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
<TABLE>
<CAPTION>
Date No. of Shares Price per Share (1)
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<S> <C> <C>
1/13/99 15,000 $2.75
</TABLE>
TRANSACTIONS EFFECTED BY MR. ISHIKAWA
SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
NONE
TRANSACTIONS EFFECTED BY MR. KING
SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
NONE
TRANSACTIONS EFFECTED BY MS. SIMPSON
SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
NONE
TRANSACTIONS EFFECTED BY MR. YELLEN
SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
NONE
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(1) Excludes brokerage commissions.
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Page 10 of 10
EXHIBIT INDEX
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<S> <C>
*Exhibit 1. Distribution Agreement, dated as of September 30, 1998, by and
between LTC Properties, Inc. and LTC Healthcare, Inc.
*Exhibit 2. Administrative Services Agreement, dated as of September 30,
1998, by and between LTC Properties, Inc. and LTC Healthcare,
Inc.
*Exhibit 3. Intercompany Agreement, dated as of September 30, 1998, by and
between LTC Properties, Inc. and LTC Healthcare, Inc.
*Exhibit 4. Tax Sharing Agreement, dated as of September 30, 1998, by and
between LTC Properties, Inc. and LTC Healthcare, Inc.
*Exhibit 5. Amended and Restated Promissory Note, dated as of May 19, 1998,
between LTC Healthcare, Inc. and LTC Properties, Inc.
</TABLE>
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*Previously filed
