8-K: Current report
Published on February 19, 2004
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 18, 2004
(Date of earliest event reported)
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LTC PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 1-11314 71-0720518
(State of Incorporation or (Commission File Number) (I.R.S. Employer
Organization) Identification No.)
22917 Pacific Coast Hwy, Suite 350
Malibu, California 90265
(310) 455-6010
(Address of Principal Executive Offices and Zip Code)
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ITEM 5. OTHER EVENTS
In conjunction with this Current Report we are filing a Prospectus
Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
which is incorporated herein by reference. The Prospectus Supplement describes
the issuance and sale to the public of 4 million shares of our 8.0% Series F
Cumulative Preferred Stock (the "Series F Preferred Stock") in a registered
direct placement at $25.00 per share. Net proceeds to the Company, after fees
and expenses, are expected to be approximately $98.5 million. The Series F
Preferred Stock has no stated maturity and may be redeemed by the Company on or
after February 23, 2009.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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4.1 Articles Supplementary Classifying the Series F Preferred Stock
of the Registrant
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP regarding the
legality of the Series F Preferred Stock being registered
8.1 Tax Opinion of Reed Smith, LLP
10.1 Form of Purchase Agreement dated as of February 18, 2004 by and
between the Registrant and the purchasers of the Series F
Preferred Stock (Initial Closing)
10.2 Form of Purchase Agreement dated as of February 18, 2004 by and
between the Registrant and the purchasers of the Series F
Preferred Stock (Final Closing)
10.3 Placement Agent Agreement dated as of February 18, 2004 by and
between the Registrant and Cohen & Steers Capital Advisors, LLC.
12.1 Statement regarding Computation of Ratios of Earnings to Fixed
Charges and Combined Earnings to Fixed Charges and Preferred
Stock Dividends
23.1 Consent of Ballard, Spahr, Andrews & Ingersoll, LLP (contained in
Exhibit 5.1)
23.2 Consent of Reed Smith, LLP (contained in Exhibit 8.1)
23.3 Consent of Ernst & Young LLP, Independent Auditors
99.1 Press Release dated February 18, 2004
SIGNATURE
Pursuant to the requirements 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.
February 19, 2004 LTC PROPERTIES, INC.
("Registrant")
By: /s/ Wendy L. Simpson
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Wendy L. Simpson,
Vice Chairman and Chief Financial Officer
(Principal Financial and Accounting Officer)