SC 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on February 12, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 2 )*
LTC Properties, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
502175102
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(CUSIP Number)
- -------------------------
* 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).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 502175102 13G Page 2 of 8 Pages
--------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The TCW Group, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada corporation
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,123,927
BENEFICIALLY ------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,123,927
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,927
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% (see response to Item 4)
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC/CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 502175102 13G Page 3 of 8 Pages
--------- --- ---
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Day
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,123,927
BENEFICIALLY ------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,123,927
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,123,927
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% (see response to Item 4)
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*7
HC/IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 8 Pages
Item 1(a). Name of Issuer:
LTC Properties, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
300 Esplanada Drive
Suite 1860
Oxnard, CA 93030
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017
(Nevada Corporation)
Robert Day
200 Park Avenue, Suite 2200
New York, New York 10166
(United States Citizen)
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
502175102
Page 5 of 8 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act:
Not applicable
(b) [ ] Bank as defined in Section 3(a)(6) of the Act:
Not applicable
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act:
Not applicable
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act:
Not applicable
(e) [ ] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940:
Not applicable
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund (SEE 13d-1(b)(1)(ii)(F)):
Not applicable
(g) [X] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(SEE Item 7):
The TCW Group, Inc.
Robert Day (individual who may be deemed to control The TCW
Group, Inc. and other holders of the Common Stock of
the issuer)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H):
Not applicable.
Page 6 of 8 Pages
Item 4. Ownership **
THE TCW GROUP, INC.
(a) Amount beneficially owned: 1,123,927***
(b) Percent of class: 4.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,123,927
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
1,123,927
(iv) Shared power to dispose or to direct the disposition of:
none.
ROBERT DAY ****
(a) Amount beneficially owned: 1,123,927***
(b) Percent of class: 4.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,123,927
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
1,123,927
(iv) Shared power to dispose or to direct the disposition of:
none.
- -----------------------
** The filing of this Schedule 13G shall not be construed as an admission that
the reporting person or any of its affiliates is, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this Schedule 13G. In addition, the filing of this
Schedule 13G shall not be construed as an admission that the reporting person or
any of its affiliates is the beneficial owner of any securities covered by this
Schedule 13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.
*** Represents 478,261 shares that would be derived from the conversion of
$8,250,000 face amount of the 8.25% 07/01/01 Convertible Debentures and 645,666
shares that would be derived from the conversion of $9,685,000 face amount of
the 8.50% 01/01/01 Convertible Debentures held indirectly by the reporting
persons.
**** Shares reported for Robert Day include shares reported for The TCW Group,
Inc.
Page 7 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
SEE Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. SEE Exhibits A and B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Because this statement is filed pursuant to Rule 13d-1(b), the following
certification is included:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Page 8 of 8 Pages
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.
Dated this 12th day of February, 1998.
The TCW Group, Inc.
By: /s/ Mohan V. Phansalkar
-----------------------
Mohan V. Phansalkar
Authorized Signatory
Robert Day
By: /s/ Mohan V. Phansalkar
-----------------------
Mohan V. Phansalkar
Under Power of Attorney dated
January 30, 1996, on File with
Schedule 13G Amendment Number 1 for
Matrix Service Co. dated January
30, 1996.