-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMQoD/MKrAu3WGs5nIpLNFU6Zi+SccK5g5EjhISOMOjg4Tmf3eMvuTJJ6jHDWWPb r0jpHu1IUP+cNvbef3r1Qg== 0001047469-99-008637.txt : 19990308 0001047469-99-008637.hdr.sgml : 19990308 ACCESSION NUMBER: 0001047469-99-008637 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LTC HEALTHCARE INC CENTRAL INDEX KEY: 0001059186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 911895305 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54781 FILM NUMBER: 99557875 BUSINESS ADDRESS: STREET 1: 300 ESPLANADA DR STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059818655 MAIL ADDRESS: STREET 1: 300 ESPLANADE DR STREET 2: STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 FORMER COMPANY: FORMER CONFORMED NAME: LTC EQUITY HOLDING CO INC DATE OF NAME CHANGE: 19980403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LTC PROPERTIES INC CENTRAL INDEX KEY: 0000887905 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 710720518 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 ESPLANADE DR STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059818655 MAIL ADDRESS: STREET 1: 300 ESPLANADE DR SUITE 1860 STREET 2: 300 ESPLANADE DR SUITE 1860 CITY: OXNARD STATE: CA ZIP: 93030 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 LTC HEALTHCARE, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 50217R 10 4 - ------------------------------------------------------------------------------- (CUSIP Number) James J. Pieczynski President and Chief Financial Officer LTC Properties, Inc. 300 Esplanade Drive, Suite 1860 Oxnard, California 93030 (805) 981-8655 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 13, 1999 - ------------------------------------------------------------------------------- (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 SCHEDULE 13D - ---------------------------------- --------------------------------- CUSIP No. 50217R 10 4 Page 2 of 10 - ---------------------------------- --------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON LTC PROPERTIES, INC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 264,900 shares OWNED BY EACH --------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 264,900 shares --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,900 shares - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.63% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 3 of 10 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 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. 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. ------------------ *Previously filed. 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 ------------------------------------ Name: James J. Pieczynski Title: President and Chief Financial Officer 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.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH LTC OFFICER OF LTC PROPERTIES, ADDRESS PROPERTIES, INC. INC. - --------------------------------- ------------------------------------- ------------------------------------ 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
Page 8 of 10 SCHEDULE II BENEFICIAL OWNERSHIP OF LTC HEALTHCARE, INC. COMMON STOCK BY EXECUTIVE OFFICERS OF LTC PROPERTIES, INC.
NUMBER OF SHARES OF LTC HEALTHCARE, PERCENT POSITION WITH LTC INC. COMMON STOCK BENEFICIALLY NAME PROPERTIES, INC. BENEFICIALLY OWNED OWNED - ------------------------------- ------------------------------ ------------------- -------------- 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 *
- ------------------ * 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. Page 9 of 10 SCHEDULE III TRANSACTIONS EFFECTED BY LTC PROPERTIES, INC. SINCE ITS MOST RECENT SCHEDULE 13D FILING
Date No. of Shares Price per Share (1) - ---- ------------- ------------------- 1/13/99 (35,000) $2.75
TRANSACTIONS EFFECTED BY MR. DIMITRIADIS SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
Date No. of Shares Price per Share (1) - ---- ------------- ------------------- 11/18/98 1,000 $2.8125
TRANSACTIONS EFFECTED BY MR. PIECZYNSKI SINCE LTC PROPERTIES' MOST RECENT SCHEDULE 13D FILING
Date No. of Shares Price per Share (1) - ---- ------------- ------------------- 1/13/99 15,000 $2.75
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 - ------------ (1) Excludes brokerage commissions. Page 10 of 10 EXHIBIT INDEX *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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