SC 13D: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


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)


Pamela J. Privett, Esq.
Senior Vice President, General Counsel and Secretary
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)


October 21, 1998
- --------------------------------------------------------------------------------
(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 11 Pages


SCHEDULE 13D


CUSIP No. 50217R 10 4 Page 2 of 11


1 NAME OF REPORTING PERSON

LTC PROPERTIES, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /

(b) / /
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3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS

WC
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5 CHECK BOX 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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 299,900 shares
OWNED BY EACH --------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
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9 SOLE DISPOSITIVE POWER

299,900 shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

299,900 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
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Page 3 of 11


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 acquired the 10,000 shares of Common Stock to which this
report relates for an aggregate consideration of $20,000 (excluding brokerage
commissions), and Properties used its working capital to make such investment.
As of October 31, 1998, the aggregate amount of funds paid in cash by Properties
in connection with the acquisition of an aggregate total of 299,900 shares of
the Common Stock of the Company was $644,056 (excluding brokerage commissions).

ITEM 4. PURPOSE OF TRANSACTION.

The purpose of the acquisition of the Common Stock is for investment
purposes only, and the acquisitions 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



Page 4 of 11

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 299,900
shares of the Company's Common Stock, representing approximately 9.0% 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 299,900 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 299,900 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



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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.

In addition, Properties has provided the Company with a $20 million
unsecured line of credit bearing interest at 10% and maturing in 2008. The four
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.

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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: November 2, 1998 LTC PROPERTIES, INC.




By: /s/ Pamela J. Privett
----------------------------
Name: Pamela J. Privett
Title: Senior Vice President,
General Counsel
and Secretary



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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.