ARTICLES SUPPLEMENTARY
Published on July 20, 2004
Exhibit 4.1
LTC PROPERTIES, INC.
ARTICLES SUPPLEMENTARY CLASSIFYING
AN ADDITIONAL 2,640,000 SHARES OF
8% SERIES F CUMULATIVE PREFERRED STOCK
LTC Properties, Inc., a Maryland corporation (the
"Corporation"), certifies to the Maryland State Department of Assessments and
Taxation (the "Department") that:
FIRST: By Articles Supplementary filed with the Department on
February 19, 2004 (the "February 19, 2004 Articles Supplementary"), the
Corporation classified 4,000,000 shares of its authorized but unissued Preferred
Stock, par value $.01 per share ("Preferred Stock"), as a separate series of
Preferred Stock designated as "8% Series F Cumulative Preferred Stock" (the
"Series F Preferred Stock"), and set the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other terms and
conditions of such Series F Preferred Stock, all as set forth in the February
19, 2004 Articles Supplementary.
SECOND: The Board of Directors of the Corporation (the "Board
of Directors"), by unanimous written consent dated February 17, 2004, and a duly
appointed committee of the Board of Directors (the "Preferred Stock Terms
Committee"), by unanimous written consent dated February 18, 2004, pursuant to
the authority conferred on the Preferred Stock Terms Committee by the Board of
Directors, adopted resolutions which authorized the issuance of 4,000,000 shares
of Series F Preferred Stock.
THIRD: Pursuant to the authority expressly vested in the Board
of Directors of the Corporation by Article SEVENTH of the Corporation's Articles
of Amendment and Restatement filed with the Department on August 3, 1992, as
amended and supplemented (the "Charter"), and Section 2-105 of the Maryland
General Corporation Law ("MGCL"), the Board of Directors, by unanimous written
consent dated July 15, 2004, and the Preferred Stock Terms Committee, by
unanimous written consent adopted on July 15, 2004, pursuant to the authority
conferred on the Preferred Stock Terms Committee by the Board of Directors,
adopted resolutions which classified 2,640,000 shares of authorized but unissued
Preferred Stock as additional shares of Series F Preferred Stock, having the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions of redemption
and other terms and conditions as set forth in the February 19, 2004 Articles
Supplementary, and authorized the issuance of up to 2,640,000 of such additional
Series F Preferred Stock.
FOURTH: The additional 2,640,000 shares of Series F Preferred
Stock have been classified and designated by the Board of Directors, and the
Preferred Stock Terms Committee, under the authority contained in the Charter,
such that the additional 2,640,000 shares of Series F Preferred Stock, combined
with the 4,000,000 shares of Series F Preferred Stock classified in the February
19, 2004 Articles Supplementary, will comprise one and the same series of
Preferred Stock of the Corporation.
FIFTH: These Articles Supplementary have been approved by the
Board of Directors, and the Preferred Stock Terms Committee, pursuant to the
authority conferred upon the Preferred Stock Terms Committee by the Board of
Directors, in the manner and by the vote required by law. No stockholder of the
Corporation has any voting rights with respect to these Articles Supplementary.
SIXTH: The total number of shares of Preferred Stock that the
Corporation has authority to issue is 15,000,000 shares. Immediately prior to
the adoption of the July 15, 2004 resolutions by the Preferred Stock Terms
Committee, and the filing of these Articles Supplementary, the total number of
shares of Preferred Stock of the Corporation classified as Series F Preferred
Stock was 4,000,000 shares. Immediately following the adoption of the July 15,
2004 resolutions by the Preferred Stock Terms Committee, and the filing of these
Articles Supplementary, the total number of shares of Preferred Stock of the
Corporation classified as Series F Preferred Stock is 6,640,000 shares.
SEVENTH: The undersigned Chairman of the Board of Directors,
President and Chief Executive Officer of the Corporation acknowledges these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned Chairman of
the Board of Directors, President and Chief Executive Officer acknowledges that
to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under the
penalties for perjury.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Chairman of the Board, President and Chief Executive Officer and attested to by
its Corporate Secretary on this 15th day of July, 2004.
ATTEST: LTC PROPERTIES, INC.
/s/ Alex J. Chavez By: /s/ Andre C. Dimitriadis
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Name: Alex J. Chavez Name: Andre C. Dimitriadis
Title: Corporate Secretary Title: Chairman of the Board, President and
Chief Executive Officer
[CORPORATE SEAL]
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