December 15, 1997 - 8-A12B: Registration of securities [Section 12(b)] | LTC Properties, Inc. (LTC)

FORM 8-A
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

LTC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

Maryland 71-0720518
(State of incorporation or organization) (I.R.S. Employer Identification No.)

300 Esplanade Drive - Suite 1860 93030
Oxnard, California 93030 (Zip Code)
(Address of principal executive offices)

SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:

9% Series B Cumulative Preferred Stock
(Title of each class to be registered)

New York Stock Exchange
(Name of each exchange on which each class is to be registered)

If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), check the following box. [X] A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-25787 (if applicable)

SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:

None
----

Page 1 of 3 pages

ITEM 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------

A description of the 9% Series B Cumulative Preferred Stock (the
"Series B Preferred Stock") to be registered hereunder is contained in the
section entitled "Description of Preferred Stock" on pages 18 through 20 of the
Prospectus, dated December 3, 1997, as filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended ("Securities Act"), as supplemented by the
information in the section entitled "Description of Series B Preferred Stock" on
pages S-20 to S-26 of the Preliminary Prospectus Supplement, dated December 3,
1997, as filed pursuant to Rule 424(b) of the Securities Act. Such description
is incorporated herein by reference. Such shares of Series B Preferred Stock
were registered under the Securities Act as a part of Registration Statement No.
333-25787, effective May 6, 1997.

ITEM 2. Exhibits.
--------

Exhibit
Number Description
------ -----------

2.1 Amended and Restated Articles of Incorporation of the
Registrant. (1)

2.2 Articles Supplementary Classifying 9.5% Series A Cumulative
Preferred Stock of the Registrant. (2)

2.3 Articles of Amendment of the Registrant. (3)

2.4 Bylaws of Registrant. (4)

2.5 Articles Supplementary Classifying Series B Preferred Stock
of the Registrant.

2.6 Specimen share certificate for 9% Series B Cumulative
Preferred Stock.

----------------

(1) Filed as exhibit number 3.1 to Registrant's Form 8-K dated June
19, 1997 and incorporated herein by reference.

(2) Filed as exhibit number 3.2 to Registrant's Form 8-K dated June
19, 1997 and incorporated herein by reference.

(3) Filed as exhibit number 3.3 to Registrant's Form 8-K dated June
19, 1997 and incorporated herein by reference.

(4) Filed as exhibit number 3.1 to Registrant's Form 10-Q for the
quarterly period ended June 30, 1996 and incorporated herein by
reference.

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SIGNATURE
---------

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.

December 15, 1997 LTC PROPERTIES, INC.
("Registrant")

By: /s/ JAMES J. PIECZYNSKI
----------------------------------------
James J. Pieczynski
President and Chief Financial Officer

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Form: 8-A12B

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8-A12B: Registration of securities [Section 12(b)]