EXHIBIT 99

LTC PROPERTIES, INC.

EXHIBIT 99

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision in our company. The risks and uncertainties described below
are not the only ones facing our company and there may be additional risks that
we do not presently know of or that we currently consider immaterial. All of
these risks could adversely affect our business, financial condition, results of
operations and cash flows. As a result, our ability to pay distributions on, and
the market price of, our common stock may be adversely affected if any of such
risks are realized.

In accordance with "plain English" guidelines provided by the Securities and
Exchange Commission, whenever we refer to "our company" or to "us," or use the
terms "we" or "our," we are referring to LTC Properties, Inc. and its
subsidiaries.

Our Performance is Subject to Risks Associated with Health Care Real Estate
Investment

There are Factors Outside of our Control that Affect the Performance and Value
of our Real Estate. Real property investments in the health care industry are
subject to varying degrees of risk. The economic performance and values of
health care real estate can be affected by many factors including governmental
regulation, economic conditions, and demand for health care services. We cannot
assure that the value of any property acquired by us will appreciate or that the
value of property securing any of our mortgage loans or any property acquired by
us will not depreciate. Certain significant expenditures associated with an
investment in real estate (such as mortgage payments, real estate taxes and
maintenance costs) generally do not decline when circumstances cause a reduction
in income from the property.

Income and Returns from Health Care Facilities Can be Volatile. The possibility
that the health care facilities in which we invest will not generate income
sufficient to meet operating expenses, will generate income and capital
appreciation, if any, at rates lower than those anticipated or will yield
returns lower than those available through investments in comparable real estate
or other investments are additional risks of investing in health care related
real estate. Income from properties and yields from investments in such
properties may be affected by many factors, including changes in governmental
regulation (such as zoning laws), general or local economic conditions (such as
fluctuations in interest rates and employment conditions), the available local
supply of and demand for improved real estate, a reduction in rental income as
the result of an inability to maintain occupancy levels, natural disasters (such
as earthquakes and floods) or similar factors.

Real Estate Investments are Illiquid. Real estate investments are relatively
illiquid and, therefore, tend to limit our ability to vary our portfolio
promptly in response to changes in economic or other conditions. All of our
properties are "special purpose" properties that could not be readily converted
to general residential, retail or office use. Transfers of operations of nursing
homes and other health care-related facilities are subject to regulatory
approvals not required for transfers of other types of commercial operations and
other types of real estate. Thus, if the operation of any of our properties
becomes unprofitable due to competition, age of improvements or other factors
such that the borrower or lessee becomes unable to meet its obligations on the
debt or lease, the liquidation value of the property may be substantially less
than would be the case if the property were readily adaptable to


other uses. The receipt of liquidation proceeds could be delayed by the approval
process of any state agency necessary for the transfer of the property. In
addition, certain significant expenditures associated with real estate
investment (such as real estate taxes and maintenance costs) are generally not
reduced when circumstances cause a reduction in income from the investment. If
any of these events occur, our income and funds available for distribution would
be adversely affected.

Some Potential Losses are not Covered by Insurance. We currently require, and we
intend to continue to require, all borrowers of funds from us and lessees of any
of our properties to secure adequate comprehensive property and liability
insurance that covers us as well as the borrower and/or lessee. Certain risks
may, however, be uninsurable or not economically insurable and there can be no
assurance we or a lessee will have adequate funds to cover all contingencies
itself. Certain losses such as losses due to floods or seismic activity may be
insured subject to certain limitations including large deductibles or
co-payments and policy limits. If an uninsured loss or a loss in excess of
insured limits occurs with respect to one or more of our properties, we could
lose the capital we invested in the properties, as well as the anticipated
future revenue from the properties and, in the case of debt which is with
recourse to us, we would remain obligated for any mortgage debt or other
financial obligations related to the properties.

We Depend on Lease Income and Mortgage Payments from Real Property. Since a
substantial portion of our income is derived from mortgage payments and lease
income from real property, our income would be adversely affected if a
significant number of our borrowers were unable to meet their obligations to us
or if we were unable to lease our properties or make mortgage loans on
economically favorable terms. There can be no assurance that any lessee will
exercise its option to renew its lease upon the expiration of the initial term
or that if such failure to renew were to occur, we could lease the property to
others on favorable terms.

Our Borrowers and Lessees Face Competition in the Healthcare Industry.

The long-term care industry is highly competitive and we expect that it may
become more competitive in the future. Our borrowers and lessees are competing
with numerous other companies providing similar long-term care services or
alternatives such as home health agencies, life care at home, community-based
service programs, retirement communities and convalescent centers. There can be
no assurance that our borrowers and lessees will not encounter increased
competition in the future which could limit their ability to attract residents
or expand their businesses and therefore affect their ability to make their debt
or lease payments to us.

The Healthcare Industry is Heavily Regulated by the Government.

Our borrowers and lessees who operate health care facilities are subject to
heavy regulation by federal, state and local governments. These laws and
regulations are subject to frequent and substantial changes resulting from
legislation, adoption of rules and regulations, and administrative and judicial
interpretations of existing law. These changes may have a dramatic effect on the
definition of permissible or impermissible activities, the relative costs
associated with doing business and the amount of reimbursement by both
government and other third-party payors. These changes may be applied
retroactively. The ultimate timing or effect of these changes cannot be
predicted. The failure of any borrower of funds from us or lessee of any of our
properties to comply with such laws, requirements and regulations could affect
its ability to operate its facility or facilities and could adversely affect
such borrower's or lessee's ability to make debt or lease payments to us.


Our Borrowers and Lessees Rely on Government and Third Party Reimbursement. The
ability of our borrowers and lessees to generate revenue and profit determines
the underlying value of that facility to us. Revenues of our borrowers and
lessees are generally derived from payments for patient care. Sources of such
payments include the federal Medicare program, state Medicaid programs, private
insurance carriers, health care service plans, health maintenance organizations,
preferred provider arrangements, self-insured employers, as well as the patients
themselves.

A significant portion of the revenue of our borrowers and lessees is derived
from governmentally-funded reimbursement programs, such as Medicare and
Medicaid. Because of significant health care costs paid by such government
programs, both federal and state governments have adopted and continue to
consider various health care reform proposals to control health care costs. In
recent years, there have been fundamental changes in the Medicare program which
resulted in reduced levels of payment for a substantial portion of health care
services. In many instances, revenues from Medicaid programs are already
insufficient to cover the actual costs incurred in providing care to those
patients. Moreover, health care facilities have experienced increasing pressures
from private payors attempting to control health care costs, and reimbursement
from private payors has in many cases effectively been reduced to levels
approaching those of government payors.

Moreover, health care facilities have experienced increasing pressures from
private payors attempting to control health care costs, and reimbursement from
private payors has in many cases effectively been reduced to levels approaching
those of government payors.

Governmental and public concern regarding health care costs may result in
significant reductions in payment to health care facilities, and there can be no
assurance that future payment rates for either governmental or private payors
will be sufficient to cover cost increases in providing services to patients.
Any changes in reimbursement policies which reduce reimbursement to levels that
are insufficient to cover the cost of providing patient care could adversely
affect revenues of our borrowers and lessees and thereby adversely affect those
borrowers' and lessees' abilities to make their debt or lease payments to us.
Failure of the borrowers or lessees to make their debt or lease payments would
have a direct and material adverse impact on us.

Regulations Have Been Adopted to Eliminate Fraud and Abuse. There are various
federal and state laws prohibiting fraud by health care providers, including
criminal provisions which prohibit filing false claims or making false
statements to receive payment or certification under Medicare and Medicaid, or
failing to refund overpayments or improper payments. Violation of these federal
provisions is a felony punishable by up to five years imprisonment and/or
$25,000 fines. Civil provisions prohibit the knowing filing of a false claim or
the knowing use of false statements to obtain payment. The penalties for such a
violation are fines of not less than $5,000 nor more than $10,000, plus treble
damages, for each claim filed.

There are also laws which govern referrals and financial relationships. The
federal Anti-Kickback Law prohibits, among other things, the offer, payment,
solicitation or receipt of any form of remuneration in return for, or to induce,
the referral of Medicare and Medicaid patients. A wide array of relationships
and arrangements, including ownership interests in a company by persons who
refer or who are in a position to refer patients, as well as personal services
agreements, have under certain circumstances, been alleged or been found to
violate these provisions. In addition to the Anti-Kickback Statute, the federal
government restricts certain financial relationships between physicians and
other providers of health care services.

State and federal governments are devoting increasing attention and resources to
anti-fraud initiatives against health care providers. The Health Insurance
Portability and Accountability Act of 1996 and the Balanced Budget Act of 1997
expand the penalties for health care fraud, including broader provisions for the
exclusion of providers from the Medicare and Medicaid programs. Further, under


Operation Restore Trust, a major anti-fraud demonstration project, the Office of
Inspector General of the U.S. Department of Health and Human Services, in
cooperation with other federal and state agencies, has focused on the activities
of skilled nursing facilities, home health agencies, hospices and durable
medical equipment suppliers in certain states, including states, in which we
have properties.

Based upon information we have periodically received from our operators over the
terms of their respective leases and loans, we believe that the nursing
facilities in which we have investments are in substantial compliance with the
various regulatory requirements applicable to them, although there can be no
assurance that the operators are in compliance or will remain in compliance in
the future.

Congress Has Enacted Health Care Reform Measures. The health care industry is
facing various challenges, including increased government and private payor
pressure on health care providers to control costs. The pressure to control
health care costs intensified during 1994 and 1995 as a result of the national
health care reform debate and continues into 1999 as Congress attempted to slow
the rate of growth of federal health care expenditures as part of its effort to
balance the federal budget.

The Balanced Budget Act enacted significant changes to the Medicare and Medicaid
programs designed to "modernize" payment and health care delivery systems while
achieving substantial budgetary savings. In seeking to limit Medicare
reimbursement for long term care services, Congress established the prospective
payment system for skilled nursing facility services to replace the cost-based
reimbursement system. Skilled nursing facilities may need to restructure their
operations to accommodate the new Medicare prospective payment system
reimbursement. In part because of the uncertainty as to the effect of the
prospective payment system on skilled nursing facilities, in November 1998,
Standard and Poor's, an international rating agency that provides credit
analysis and information through the rating of financial instruments, placed
many skilled nursing facility companies on a "credit watch" because of the
potential negative impact of the implementation of the prospective payment
system on the financial condition of skilled nursing facilities, including the
ability to make interest and principal payments on outstanding borrowings. In
early March 1999, Standard & Poor's lowered the ratings of several skilled
nursing facility companies, including companies that operate skilled nursing
facilities in which we invest, because of the impact of the implementation of
the prospective payment system, particularly those companies with substantial
debt.

In addition, there are numerous initiatives at the federal and state levels for
comprehensive reforms affecting the payment for and availability of health care
services. Congress and state legislatures can be expected to continue to review
and assess alternative health care delivery systems and payment methodologies.
Changes in the law, new interpretations of existing laws, or changes in payment
methodology may have a dramatic effect on the definition of permissible or
impermissible activities, the relative costs associated with doing business and
the amount of reimbursement by the government and other third party payors.

In light of forthcoming regulations and continuing state Medicaid program
reform, no assurance can be given that the implementation of such regulations
and reform will not have a material adverse effect on our financial condition or
results of operations.

Our Facilities are Subject to Licensing, Certification and Accreditation. In
addition to the requirements to be met by skilled nursing facilities for
participation in the Medicare and Medicaid programs, skilled nursing facilities
are subject to regulatory and licensing requirements of federal, state and local
authorities. The operator of each skilled nursing facility is licensed annually
by the board of health or other applicable agency in each state. In granting and
renewing licenses, regulatory agencies


consider, among other things, the physical buildings and equipment, the
qualifications of the administrative personnel and nursing staff, the quality of
care and continuing compliance with the laws and regulations relating to the
operation of the facilities. State licensing of facilities is a prerequisite to
certification under the Medicare and Medicaid programs. In the ordinary course
of business, the operators receive notices of deficiencies for failure to comply
with various regulatory requirements and take appropriate corrective and
preventive actions.

Failure to obtain licensure or loss of licensure would prevent a facility from
operating. Failure to maintain certification in the Medicare and Medicaid
programs would result in a loss of funding from those programs. Although
accreditation is generally voluntary, loss of accreditation could result in a
facility not meeting eligibility requirements to participate in various
reimbursement programs. These events could adversely affect the facility
operator's ability to make rent and debt payments.

In addition to licensing requirements, state and local laws may regulate
expansion, including the addition of new beds or services or acquisition of
medical equipment, and occasionally the contraction of health care facilities by
requiring certificate of need or other similar approval programs. States vary in
their utilization of these programs. In addition, health care facilities are
subject to the Americans with Disabilities Act and building and safety codes
which govern access, physical design requirements for facilities, and building
standards.

Skilled Nursing Facilities. Skilled nursing facilities are regulated primarily
through the licensing of such facilities against a common background established
by federal law enacted as part of the Omnibus Budget Reconciliation Act of 1987.
Regulatory authorities and licensing standards vary from state to state, and in
some instances from locality to locality. These standards are constantly
reviewed and revised. Agencies periodically inspect facilities, at which time
deficiencies may be identified. The facilities must correct these deficiencies
as a condition to continued licensing or certification and participation in
government reimbursement programs. Depending on the nature of such deficiencies,
remedies can be routine or costly. Similarly, compliance with regulations which
cover a broad range of areas such as patients' rights, staff training, quality
of life and quality of resident care may increase facility start-up and
operating costs.

Assisted Living Facilities. We have increased our investments in assisted living
facilities in recent years. Assisted living facilities are subject to certain
state regulations and licensing requirements. To qualify as a state licensed
facility, assisted living facilities must comply with regulations which address,
among other things, staffing, physical design, required services and resident
characteristics. Assisted living facilities are also subject to various local
building codes and other ordinances, including fire safety codes. These
requirements vary from state to state and are monitored to varying degrees by
state agencies. Failure to comply with these laws and regulations could result
in the denial of reimbursement, the imposition of fines, suspension or
decertification from the Medicare and Medicaid program, and in extreme cases,
the revocation of a facility's license or closure of a facility. Such actions
may have an effect on the revenues of the borrowers and lessees of properties
owned by us and therefore adversely impact our revenues.

Currently, assisted living facilities are not regulated as such by the federal
government. State standards required for assisted living facility providers are
less stringent than those required of other licensed health care operators.
There can be no assurance that federal regulations governing the operation of
assisted living facilities will not be implemented in the future or that
existing state regulations will not be expanded. In addition, only certain
states have adopted laws or regulations permitting individuals with higher
acuity levels to remain in assisted living communities who may otherwise qualify
for placement in a nursing facility. While only certain states presently provide
for


any Medicaid reimbursement for assisted living residences, several states are
currently reviewing their policies and reimbursement programs to provide funding
for assisted living residences. There can be no assurance that such states will
adopt the Medicaid waiver program.

Environmental Problems Are Possible and Can Be Costly. Under various federal,
state and local environmental laws, ordinances and regulations, an owner of real
property or a secured lender (such as our company) may be liable for the costs
of removal or remediation of hazardous or toxic substances at, under or disposed
of in connection with such property, as well as other potential costs relating
to hazardous or toxic substances (including government fines and damages for
injuries to persons and adjacent property). Such laws often impose such
liability without regard to whether the owner or secured lender knew of, or was
responsible for, the presence or disposal of such substances and may be imposed
on the owner or secured lender in connection with the activities of an operator
of the property. The cost of any required remediation, removal, fines or
personal or property damages and the owner's or secured lender's liability
therefore could exceed the value of the property, and/or the assets of the owner
or secured lender. In addition, the presence of such substances, or the failure
to properly dispose of or remediate such substances, may adversely affect the
owner's ability to sell or rent such property or to borrow using such property
as collateral which, in turn, would reduce our revenues.

Although the mortgage loans that we provide and leases covering our properties
require the borrower and the lessee to indemnify us for certain environmental
liabilities, the scope of such obligations may be limited and we cannot assure
that any such borrower or lessee would be able to fulfill its indemnification
obligations.

We Rely on a Few Major Operators

As of December 31, 1998, Sun Healthcare Group, Inc. operated 70 facilities
representing 19% ($174.3 million) of our adjusted gross real estate investment
portfolio (adjusted to include the mortgage loans to third parties underlying
the investment in REMIC certificates). Other than Sun Healthcare, no long-term
care provider operated over 10% of our adjusted gross real estate investment
portfolio. Sun Healthcare is a publicly traded company, and as such is subject
to the filing requirements of the Securities and Exchange Commission. Our
financial position and our ability to make distributions may be adversely
affected by financial difficulties experienced by Sun Healthcare, or any of our
other major operators, including bankruptcy, insolvency or general downturn in
business of any such operator, or in the event any such operator does not renew
and/or extend its relationship with us or its borrowers as it expires.

We Invest in Mortgage Loans

Borrowers May be Unable to Make Debt Service Payments. We invest in mortgages.
In general, investments in mortgages include the risks that borrowers may not be
able to make debt service payments or pay principal when due, that the value of
the mortgaged property may be less than the principal amount of the mortgage
note secured by the property and that interest rates payable on the mortgages
may be lower than our cost of funds to acquire these mortgages. In any of these
events, our ability to make distributions on, and the market price of, our
common stock could be adversely affected.

Our Remedies May Be Limited When Mortgage Loans Default. To the extent we invest
in mortgage loans, such mortgage loans may or may not be recourse obligations of
the borrower and generally will not be insured or guaranteed by governmental
agencies or otherwise. In the event of a default under


such obligations, we may have to foreclose the mortgage or protect our interest
by acquiring title to a property and thereafter making substantial improvements
or repairs in order to maximize the property's investment potential. Borrowers
may contest enforcement of foreclosure or other remedies, seek bankruptcy
protection against such enforcement and/or bring claims for lender liability in
response to actions to enforce mortgage obligations. Relatively high "loan to
value" ratios and declines in the value of the property may prevent us from
realizing an amount equal to our mortgage loan upon foreclosure.

There are Disadvantages to Investments in Commercial Mortgage Backed Securities

Investments in Commercial Mortgage Backed Securities are Subject to Real Estate
Risks Relating to the Underlying Properties. We retain subordinated portions of
the REMIC certificates issued in our securitizations. These REMIC certificates
are a form of mortgage backed securities and as such, we are subject to the same
risks associated with investing directly in the underlying mortgage loans. This
is especially true in our case due to the nature of the collateral properties
securing the underlying mortgages in our securitizations. All of these
properties are special purpose facilities used for the delivery of long-term
care services. Any risks associated with investing in these types of properties
could impact the value of our investment in the REMIC certificates we retain.

Investments in Commercial Mortgage-Backed Securities are Subject to Risks
Associated with Prepayment of the Underlying Mortgages. As with many interest
bearing mortgage-backed instruments, prepayments of the underlying mortgages may
expose us to the risk that an equivalent rate of return is not available in the
current market and that new investment of equivalent risk will have lower rates
of return. Certain types of investments in commercial mortgage-backed securities
may be interest-only securities which expose the holder to the risk that the
underlying mortgages may prepay at a faster rate than anticipated at
acquisition. Faster than anticipated prepayments may cause the investment in
interest-only commercial mortgage-backed securities to have a lower than
anticipated rate of return and could result in a loss of the initial investment
under extreme prepayment scenarios.

Subordinated Securities may not be Repaid Upon Default. We invest in
subordinated tranches of commercial mortgage backed securities. In general,
subordinated tranches of commercial mortgage backed securities are entitled to
receive repayment of principal only after all principal payments have been made
on more senior tranches and also have subordinated rights as to receipt of
interest distributions. In addition, an active secondary market for such
subordinated securities is not as well developed as the market for other
mortgage backed securities. Accordingly, such subordinated commercial mortgage
backed securities may have limited marketability and there can be no assurance
that a more efficient secondary market will develop.

Third Parties That Operate Our Properties May Become Bankrupt

If third parties that operate properties we invest in become bankrupt, any
investments we make in assets operating in workout modes or under Chapter 11 of
the Bankruptcy Code could be subordinated or disallowed, and we could be liable
to third parties. Furthermore, if we receive any distributions relating to such
investments, they could be recovered from us if the distribution is regarded as
a fraudulent conveyance or preferential payment. Bankruptcy laws, including the
automatic stay imposed upon the filing of a bankruptcy petition, may delay our
ability to realize on collateral securing loans made by us or may adversely
affect the priority of our loans through doctrines such as "equitable
subordination" or may result in a restructure of the debt through principles
such as the "cramdown" provisions of the bankruptcy laws.


We may be Unable to Consummate Acquisitions, Leasings and Financings on
Advantageous Terms Due in Part to Competition

We intend to continue to acquire, lease and finance health care facilities.
These types of investments in health care facilities entail the risk that they
will fail to perform in accordance with our expectations. Estimates of the costs
of improvements necessary for us to bring an acquired property up to market
standards may prove inaccurate. Further, we anticipate significant competition
for attractive investment opportunities from other major health care facility
investors with significant capital including other REITs, real estate
partnerships, health care providers and other investors, including banks and
insurance companies. We expect that future investments will be financed through
a combination of borrowings and proceeds from equity or debt offerings by us,
which could have an adverse effect on our cash flow. We may not be able to
invest in additional facilities. Our inability to finance any future investments
on favorable terms or the failure of investments to conform with our
expectations or investment criteria could have a direct and adverse impact on
us.

We are Subject to Risks and Liabilities in Connection with Properties Owned
Through Joint Ventures, Limited Liability Companies and Partnerships

We have ownership interests in joint ventures, limited liability companies
and/or partnerships. We may make additional investments through these ventures
in the future. Partnership, limited liability company or joint venture
investments may involve risks such as the following:

o our partners, co-members or joint venturers might become bankrupt (in
which event we and any other remaining general partners, members or joint
venturers would generally remain liable for the liabilities of the
partnership, limited liability company or joint venture);

o our partners, co-members or joint venturers might at any time have
economic or other business interests or goals which are inconsistent with
our business interests or goals;

o our partners, co-members or joint venturers may be in a position to take
action contrary to our instructions, requests, policies or objectives,
including our policy with respect to maintaining our qualification as a
REIT; and

o agreements governing joint ventures, limited liability companies and
partnerships often contain restrictions on the transfer of a joint
venturer's, member's or partner's interest or "buy-sell" or other
provisions which may result in a purchase or sale of the interest at a
disadvantageous time or on disadvantageous terms.

We will, however, generally seek to maintain sufficient control of our
partnerships, limited liability companies and joint ventures to permit us to
achieve our business objectives. Our organizational documents do not limit the
amount of available funds that we may invest in partnerships, limited liability
companies or joint ventures. The occurrence of one or more of the events
described above could have a direct and adverse impact on us.


We Could Incur More Debt

We operate with a policy of incurring debt when, in the opinion of our
directors, it is advisable. Accordingly, we could become more highly leveraged.
The degree of leverage could have important consequences to stockholders,
including affecting our ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, development or other
general corporate purposes and making us more vulnerable to a downturn in
business or the economy generally.

Debt Financing, Financial Covenants, Degree of Leverage and Increases in
Interest Rates Could Adversely Affect Our Economic Performance

Scheduled Debt Payments Could Adversely Affect Our Financial Condition. We are
subject to risks normally associated with debt financing, including the risks
that our cash flow will be insufficient to make distributions to our
stockholders, that we will be unable to refinance existing indebtedness on our
properties (which in all cases will not have been fully amortized at maturity)
and that the terms of refinancing will not be as favorable as the terms of
existing indebtedness.

As of December 31, 1998, we had total debt outstanding of approximately
$229,695,000 including:

o approximately $100,000,000 outstanding under our senior unsecured $170
million revolving line of credit with a maturity date of October 3, 2000
and a current interest rate of LIBOR plus 1.25%;

o $56,667,000 aggregate principal amount of convertible subordinated
debentures with maturities in 1999, 2001 and 2002 and a weighted average
interest rate of 8.3%;

o $17,596,000 aggregate principal amount of capital leases and tax exempt
revenue bonds with various maturities through 2025 and a weighted average
interest rate of 7.2%;

o $55,432,000 aggregate principal amount of mortgage loans with various
maturities ranging from 2002 through 2006 and a weighted average interest
rate of 10.6%;

If we are unable to refinance or extend principal payments due at maturity or
pay them with proceeds of other capital transactions, we expect that our cash
flow will not be sufficient in all years to pay distributions to our
stockholders and to repay all such maturing debt. Furthermore, if prevailing
interest rates or other factors at the time of refinancing (such as the
reluctance of lenders to make commercial real estate loans) result in higher
interest rates upon refinancing, the interest expense relating to that
refinanced indebtedness would increase. This increased interest expense would
adversely affect our financial condition and results of operations.

Rising Interest Rates Could Adversely Affect Our Cash Flow. As of December 31,
1998, we had $100,000,000 outstanding under a variable rate line of credit. In
addition, we may incur other variable rate indebtedness in the future. Increases
in interest rates on this indebtedness could increase our interest expense,
which would adversely affect our financial condition and results of operations.
Accordingly, we have entered into an interest rate swap agreement, which expires
in November 2000, to effectively fix our interest rate exposure on our line of
credit. We may in the future engage in further transactions to limit our
exposure to rising interest rates.

We Are Dependent on External Sources of Capital. In order to qualify as a REIT
under the Internal Revenue Code, we are required each year to distribute to our
stockholders at least 95% of our REIT taxable income (determined without regard
to the dividends-paid deduction and by excluding any net


capital gain). Because of this distribution requirement, we may not be able to
fund all future capital needs, including capital needs in connection with
acquisitions, from cash retained from operations. As a result, to fund capital
needs, we rely on third-party sources of capital, which we may not be able to
obtain on favorable terms or at all. Our access to third-party sources of
capital depends upon a number of factors, including general market conditions
and the market's perception of our growth potential and our current and
potential future earnings and cash distributions and the market price of the
shares of our capital stock. Additional debt financing may substantially
increase our leverage.

Financial Covenants Could Adversely Affect our Financial Condition. If a
property is mortgaged to secure payment of indebtedness and we are unable to
meet mortgage payments, the mortgagee could foreclose on the property, resulting
in loss of income and asset value. The mortgages on our properties contain
customary negative covenants which, among other things, limit our ability,
without the prior consent of the lender, to further mortgage the property, to
enter into new leases or materially modify existing leases, and to discontinue
insurance coverage. In addition, our line of credit contains customary
restrictions, requirements and other limitations on our ability to incur
indebtedness, including maximum leverage ratios, minimum debt-service coverage
ratios, cash flow coverage ratios and minimum consolidated tangible net worth.
Foreclosure on mortgaged properties or an inability to refinance existing
indebtedness would likely have a negative impact on our financial condition and
results of operations.

We Could Default on Cross-Defaulted Debt. Our line of credit and convertible
subordinated debenture indenture contain cross-default provisions which are
triggered in the event that our other material indebtedness is in default. These
cross-default provisions may require us to repay or restructure the line of
credit and the convertible subordinated debentures in addition to any mortgage
or other debt which is in default, which could adversely affect our financial
condition and results of operations.

Our Hedging Policies Involve Risks of Unanticipated Movements in Interest Rates

In connection with our line of credit, we have employed hedging techniques
designed to protect us against adverse movements in interest rates. While we may
benefit from the use of these hedging mechanisms generally, unanticipated
changes in interest rates, securities prices, or currency exchange rates may
result in a poorer overall performance for us than if it had not entered into
such hedging transactions.

In connection with the financing of real estate investments, we may use
derivative financial instruments primarily to reduce exposure to adverse
fluctuations in interest rates and foreign exchange rates. We do not intend to
enter into derivative financial instruments for trading purposes. We would use
any derivative position we maintain to reduce risk by hedging an underlying
economic exposure. We intend to invest in derivatives having straightforward
instruments with liquid markets. In order to reduce counter-party credit or
legal enforcement risk, we will have all counter-parties be major investment or
commercial banks and we will execute all transactions with documentation
consistent with accepted industry practice.


Conflicts of Interest

Some of our Executive Officers and Board Members are also Executive Officers and
Board Members of a Real Estate and Healthcare Investment Company.

o Andre C. Dimitriadis, who is currently our Chairman and Chief Executive
Officer serves in the same positions with LTC Healthcare, Inc., a Nevada
corporation ("LTC Healthcare");

o James J. Pieczynski, who is currently our President and Chief Financial
Officer serves in the same positions with LTC Healthcare; and

o Christopher T. Ishikawa, who is currently our Senior Vice President and
Chief Investment Officer serves in the same positions with LTC Healthcare.

LTC Healthcare engages in the following activities: (1) ownership of leveraged
properties leased to third parties; (2) ownership of secured high yield mortgage
loans; (3) operation of long-term care facilities; (4) development of long-term
care properties, and (5) ownership of equity investments in long-term care
companies. Although none of the members of our management is committed to
spending a particular amount of time on LTC Healthcare's affairs, each of the
members of management of LTC Healthcare spend approximately 25% of his or her
time on LTC Healthcare's affairs. The continued involvement in LTC Healthcare by
some of our executive officers and directors could divert management's attention
from our day-to-day operations.

Conflicts of Interest May Arise in Interpretations of Intercompany Agreements
Between our Company and LTC Healthcare. Because our management is largely the
same as LTC Healthcare's management, conflicts may arise with respect to the
operation and effect of our intercompany agreements and relationships which
could have an adverse effect on us if not properly resolved. More specifically,
overlapping members of the board of directors and senior management of both
companies may be presented with conflicts of interest with respect to matters
affecting us and LTC Healthcare, such as the determination of which company may
take advantage of potential business opportunities, decisions concerning the
business focus of each company (including decisions concerning the types of
properties and geographic locations in which such companies make investments),
potential competition between the business activities conducted, or sought to be
conducted, by such companies (including competition for properties and tenants),
possible corporate transactions (such as acquisitions), and other strategic
decisions affecting the future of such companies. Conflicts also may arise with
respect to the restriction on LTC Healthcare's right to engage in activities or
make investments that involve real estate unless we were first offered the
opportunity and declined to pursue such activities or investments.

If We Issue Additional Equity Securities, the Investment of Existing
Stockholders Will be Diluted

We may from time to time raise additional capital from the issuance and sale of
equity securities. Any such issuances may significantly dilute the interests of
the existing holders of our securities, including our common stock.

Limitations in Our Charter and Bylaws Could Prevent a Change in Control

Our Charter and Bylaws contain provisions that may delay, defer or prevent a
change in control or other transaction that could provide the holders of our
common stock with the opportunity to realize a


premium over the then-prevailing market price for our common stock. To maintain
our qualification as a REIT for federal income tax purposes:

o Not more than 50% in value of our outstanding stock may be owned,
actually or constructively, by five or fewer individuals (as defined in
the Internal Revenue Code to include certain entities) during the last
half of a taxable year after the first taxable year for which a REIT
election is made.

o After the first taxable year for which a REIT election is made, our
common stock must be held by a minimum of 100 persons for at least 335
days of a 12-month taxable year (or a proportionate part of a taxable year
of less than 12 months).

o If we, or an owner of 10% or more of our stock, actually or
constructively owns 10% or more of one of our tenants (or a tenant of any
partnership in which we are a partner), the rent received by us (either
directly or through any such partnership) from that tenant will not be
qualifying income for purposes of the REIT gross income tests of the
Internal Revenue Code.

In order to protect us against the risk of losing our REIT status for federal
income tax purposes, we prohibit the ownership (actually or by virtue of
application of certain constructive ownership provisions of the Internal Revenue
Code) by any single person of more than 9.8% (by value or number of shares,
whichever is more restrictive) of the issued and outstanding shares of our
common stock and more than 9.8% (by value or number of shares, whichever is more
restrictive) of the issued and outstanding shares of each class of our preferred
stock by any single person so that no such person, taking into account all of
our stock so owned by such person, may own in excess of 9.8% of our issued and
outstanding capital stock. We refer to this limitation as the "ownership limit."
We will redeem shares acquired or held in excess of the ownership limit. In
addition, any acquisition of our common stock or preferred stock that would
result in our disqualification as a REIT is null and void. The ownership limit
may have the effect of delaying, deferring or preventing a change in control
and, therefore, could adversely affect our stockholders' ability to realize a
premium over the then-prevailing market price for the shares of our common stock
in connection with such transaction. The Board of Directors of has waived the
ownership limit applicable to our common stock with respect to National Health
Investors, Inc., allowing it to own greater than 9.8% of our outstanding shares
of Series C Preferred Stock.

Our Charter authorizes us to issue additional shares of common stock and one or
more series of preferred stock and to establish the preferences, rights and
other terms of any series of preferred stock that we issue. Although our Board
of Directors has no intention to do so at the present time, it could establish a
series of preferred stock that could delay, defer or prevent a transaction or a
change in control that might involve a premium price for our common stock or
otherwise be in the best interests of our stockholders.

Our Charter, our Bylaws and Maryland law also contain other provisions that may
delay, defer or prevent a transaction, including a change in control, that might
involve payment of a premium price for our common stock or otherwise be in the
best interests of our stockholders. Those provisions include the following:

o the provision in our Bylaws requiring a two-thirds vote of stockholders
for any amendment of our Bylaws;


o the requirement in the Bylaws that the request of the holders of 25% or
more of our common stock is necessary for stockholders to call a special
meeting;

o the requirement of Maryland law that stockholders may only take action
by written consent with the unanimous approval of all stockholders
entitled to vote on the matter in question; and

o the requirement in the Bylaws of advance notice by stockholders for the
nomination of directors or proposal of business to be considered at a
meeting of stockholders.

These provisions may impede various actions by stockholders without approval of
our Board of Directors, which in turn may delay, defer or prevent a transaction
involving a change of control.

We Could Change Our Investment and Financing Policies without a Vote of
Stockholders

Subject to our fundamental investment policy to maintain our qualification as a
REIT (unless a change is approved by the Board of Directors under certain
circumstances), the Board of Directors will determine our investment and
financing policies, our growth strategy and our debt, capitalization,
distribution and operating policies. Although the Board of Directors has no
present intention to revise or amend these strategies and policies, the Board of
Directors may do so at any time without a vote of stockholders. Accordingly,
stockholders will have no control over changes in our strategies and policies
(other than through the election of directors), and any such changes may not
serve the interests of all stockholders and could adversely affect our financial
condition or results of operations, including our ability to distribute cash to
stockholders.

Various Market Conditions Affect the Price of Our Common Stock

As with other publicly-traded equity securities, the market price of our common
stock will depend upon various market conditions, which may change from time to
time. Among the market conditions that may affect the market price of our common
stock are the following:

o the extent of investor interest in us;

o the general reputation of REITs and the attractiveness of their equity
securities in comparison to other equity securities (including securities
issued by other real estate-based companies);

o our financial performance and that of our operators;

o the contents of analyst reports regarding us and the REIT industry; and

o general stock and bond market conditions, including changes in interest
rates on fixed income securities which may lead prospective purchasers of
our common stock to demand a higher annual yield from future
distributions. Such an increase in the required yield from distributions
may adversely affect the market price of our common stock.

Other factors such as governmental regulatory action and changes in tax laws
could also have a significant impact on the future market price of our common
stock.


Earnings and Cash Distributions, Asset Value and Market Interest Rates Affect
the Price of Our Common Stock

The market value of the equity securities of a REIT generally is based primarily
upon the market's perception of the REIT's growth potential and its current and
potential future earnings and cash distributions, and is based secondarily upon
the real estate market value of the underlying assets. For that reason, shares
of our common stock may trade at prices that are higher or lower than the net
asset value per share. To the extent we retain operating cash flow for
investment purposes, working capital reserves or other purposes, these retained
funds, while increasing the value of our underlying assets, may not
correspondingly increase the market price of our common stock. Our failure to
meet the market's expectation with regard to future earnings and cash
distributions likely would adversely affect the market price of our common
stock. Another factor that may influence the price of our common stock will be
the distribution yield on our common stock (as a percentage of the price of our
common stock) relative to market interest rates. An increase in market interest
rates might lead prospective purchasers of our common stock to expect a higher
distribution yield, which would adversely affect the market price of our common
stock. If the market price of our common stock declines significantly, we might
breach covenants with respect to debt obligations, which might adversely affect
our liquidity and our ability to make future acquisitions and pay distributions
to our stockholders.

There are Federal Income Tax Risks Associated with a REIT

Our Failure to Qualify as a REIT Would Have Serious Adverse Consequences to Our
Stockholders. We intend to operate so as to qualify as a REIT under the Internal
Revenue Code. We believe that we have been organized and have operated in a
manner which would allow us to qualify as a REIT under the Internal Revenue Code
beginning with our taxable year ended December 31, 1992. However, it is possible
that we have been organized or have operated in a manner which would not allow
us to qualify as a REIT, or that our future operations could cause us to fail to
qualify. Qualification as a REIT requires us to satisfy numerous requirements
(some on an annual and quarterly basis) established under highly technical and
complex Code provisions for which there are only limited judicial and
administrative interpretations, and involves the determination of various
factual matters and circumstances not entirely within our control. For example,
in order to qualify as a REIT, at least 95% of our gross income in any year must
be derived from qualifying sources, and we must pay dividends to stockholders
aggregating annually at least 95% of our REIT taxable income (determined without
regard to the dividends paid deduction and by excluding capital gains).
Legislation, new regulations, administrative interpretations or court decisions
could significantly change the tax laws with respect to qualification as a REIT
or the federal income tax consequences of such qualification. However, we are
not aware of any pending tax legislation that would adversely affect our ability
to operate as a REIT.

If we fail to qualify as a REIT in any taxable year, we will be subject to
federal income tax (including any applicable alternative minimum tax) on our
taxable income at regular corporate rates. Unless we are entitled to relief
under statutory provisions, we would be disqualified from treatment as a REIT
for the four taxable years following the year during which we lost
qualification. If we lose our REIT status, our net earnings available for
investment or distribution to stockholders would be significantly reduced for
each of the years involved. In addition, we would no longer be required to make
distributions to stockholders.

We Pay Some Taxes. Even if we qualify as a REIT, we are subject to certain
federal, state and local taxes on our income and property.


We May Experience Risks Associated With Year 2000 Problems

We believe our internal accounting and information systems will be Year 2000
compliant by mid- 1999. However, we cannot guarantee that we will achieve these
results. In addition, we cannot be assured that other third parties whose
systems and operations impact us will be compliant nor can we and our lessees be
assured that the federal and state governments, upon which our lessees rely for
Medicare and Medicaid revenue, will be in compliance in a timely manner. If we,
our third-party tenants or other third-parties, including the federal and state
governments, with which we and our lessees do business, are not year 2000
compliant, we could experience disruptions to our business and operations that
could have a material impact on our financial position, results of operations or
liquidity.

We will also have year 2000 exposure in non-information technology areas as it
relates to owned properties. There is a risk that embedded chips in elevators,
security systems, electrical systems and similar technology-driven devices may
stop functioning on January 1, 2000. All of our owned properties are leased
under triple-net leases and as such, the cost to repair any of these items will
be paid by the lessee.

We are Dependent on our Key Personnel

We depend on the efforts of our executive officers, particularly Messrs.
Dimitriadis and Pieczynski. While we believe that we could find suitable
replacements for these key personnel, the loss of their services or the
limitation of their availability could have an adverse impact on our operations.
Although we have entered into employment agreements with our executive officers,
these employment agreements may not assure their continued service.