-----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, DTuQqQ6gxwq3FJh6c+wwTyCeI03evvCjYos1+ofOsB3INdTx8VTdnFgBWgyJ4T+N b8LLJMQZIwiqQb+PPJsvPg== 0001157523-09-005432.txt : 20090731 0001157523-09-005432.hdr.sgml : 20090731 20090731093018 ACCESSION NUMBER: 0001157523-09-005432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090730 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090731 DATE AS OF CHANGE: 20090731 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11314 FILM NUMBER: 09975488 BUSINESS ADDRESS: STREET 1: 31365 OAK CREST DRIVE STREET 2: SUITE 200 CITY: WESTLAKE VILLIAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 805-981-8655 MAIL ADDRESS: STREET 1: 31365 OAK CREST DRIVE STREET 2: SUITE 200 CITY: WESTLAKE VILLIAGE STATE: CA ZIP: 91361 8-K 1 a6019687.htm LTC PROPERTIES, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
______________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934


Date of report: July 30, 2009
(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

incorporation or organization)

(Commission file number)

(I.R.S. Employer

Identification No)



31365 Oak Crest Drive, Suite 200

Westlake Village, CA  91361

(Address of principal executive offices)



(805) 981-8655
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.  Entry Into a Material Definitive Agreement

On July 30, 2009, LTC Properties, Inc. (“LTC”), entered into a standard form of indemnity agreement with each member of its Board of Directors and officers of LTC. These agreements provide, among other things, that LTC will indemnify each Director or Officer (each, an “Indemnitee”) in the event that the Indemnitee becomes a party or otherwise a participant in any action or proceeding on account of the Indemnitee’s service as a Director or Officer of LTC (or service for another corporation or entity in any capacity at the request of LTC) to the fullest extent permitted by applicable law. Under the indemnity agreement, LTC will pay, in advance of the final disposition of any such action or proceeding, expenses (including attorneys’ fees) incurred by the Indemnitee in defending or otherwise responding to such action or proceeding upon receipt of a written undertaking from the Indemnitee to repay the amount advanced consistent with applicable law in the event that a court shall ultimately determine that he or she is not entitled to be indemnified for such expenses. The contractual rights to indemnification provided by the indemnity agreements are subject to the limitations and conditions specified in the agreements, and are in addition to any other rights each Indemnitee may have under LTC’s Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended from time to time, and applicable law.


Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 31, 2009, LTC announced the July 30, 2009 election of Ms. Devra G. Shapiro to the Board of Directors, increasing the number of Board Members from five to six and the total independent members from three to four.  At the Board Meeting held July 30, 2009, Ms. Shapiro was appointed to LTC’s Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee.  In conjunction with her appointment to the Board, Ms. Shapiro was granted 15,000 stock options to vest ratably over three years and 3,000 restricted shares to vest ratably over three years.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.  Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01.  Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information

None.

(d) Exhibits.

99.1     Press Release issued July 31, 2009.


SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) 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.

 
 

 

Dated:

July 31, 2009 By:

/s/  WENDY L. SIMPSON

Wendy L. Simpson

CEO & President

EX-99.1 2 a6019687ex991.htm EXHIBIT 99.1

Exhibit 99.1

LTC Announces Election of New Board Member

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--July 31, 2009--LTC Properties, Inc. (NYSE:LTC) announced that effective July 30, 2009, Ms. Devra G. Shapiro has been elected as a new Board Member, increasing the total number of Board Members from five to six and total independent members from three to four.

Ms. Shapiro is Chief Financial Officer of IPC The Hospitalist Company (“IPC”). IPC is located in North Hollywood, California and is a publicly held leading national physician group practice company focused on the delivery of hospitalist medicine services.

LTC stated that Ms. Shapiro brings over 30 years of health care operational experience to the Board and financial expertise. Prior to joining IPC, Ms. Shapiro served as Chief Financial Officer for several start-up healthcare enterprises and held executive financial positions with EPIC Healthcare Group and American Medical International, Inc. Ms. Shapiro is a licensed certified public accountant.

LTC added that IPC and LTC have no relationships other than Ms. Shapiro’s board membership.

The Company is a self-administered real estate investment trust that primarily invests in long-term care and other health care related facilities through mortgage loans, facility lease transactions and other investments. For more information on LTC Properties, Inc., visit the Company’s website at www.ltcproperties.com.

CONTACT:
LTC Properties, Inc.
Wendy L. Simpson, CEO & President
Pam Kessler, SVP & CFO
(805) 981-8655

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