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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LTC HEALTHCARE
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
50217R 10 4
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(CUSIP Number)
James J. Pieczynski
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)
December 16, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 ("Act") 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).
Page 1 of 4 Pages
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CUSIP No. 50217R 10R 13D Page 2 of 4 Pages
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1. NAMES OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LTC Properties, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK 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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7. SOLE VOTING POWER
239,900 shares
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY --------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 239,900 shares
PERSON --------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,900 shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14. Type of Reporting Person*
CO
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Page 2 of 4 Pages
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This Amendment No. 2 amends and supplements the Statement on Schedule
13D (as previously amended, the "Schedule 13D"), relating to the common
stock, $.01 par value per share (the "Common Stock"), of LTC Healthcare, Inc.
(the "Company"), previously filed by LTC Properties, Inc., a Maryland
corporation ("Properties"). Terms used herein and not defined in this
Amendment have the meaning set forth in the Schedule 13D. Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule 13D.
Items 3, 4 and 5 of the Schedule 13D are hereby amended to add the
following information:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Properties sold 25,000 shares of Common Stock on December 16,
1999 for an aggregate consideration of $34,375.00 (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 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 239,900
shares of the Company's Common Stock, representing approximately 9.8% of the
Company's outstanding Common Stock.
(b) Properties has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of 239,900 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 239,900 shares of Common Stock
with any other individual or entity.
Page 3 of 4 Pages
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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.
LTC PROPERTIES, INC.
By: /s/ James J. Pieczynski
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President and Chief Financial Officer
Date: April 12, 2000
Page 4 of 4 Pages
