8-K: Current report
Published on November 1, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
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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: October 31, 2005
(Date of earliest event reported)
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-11314 71-0720518
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No)
22917 Pacific Coast Highway, Suite 350
Malibu, California 90265
(Address of principal executive offices)
(805) 981-8655
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. -- Results of Operations and Financial Condition
On November 1, 2005, LTC Properties, Inc. announced the operating results for
the third quarter ended September 30, 2005. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference. Such information shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.
Item 5.02 Departure of Director or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) (1) On October 31, 2005, the Board of Directors elected Wendy Simpson, who
is 56 years old, as the registrant's President and Chief Operating Officer. Ms.
Simpson remains the Chief Financial Officer and Treasurer of the registrant.
(c) (2) Ms. Simpson has been Vice Chairman since April 2000, Vice Chairman and
Chief Financial Officer since July 2000 and a Director of the registrant since
1995.
(c) (3) The Amended and Restated Employment Agreement of Wendy Simpson dated
March 9, 2004, (incorporated by reference to Exhibit 10.1 to LTC Properties,
Inc.'s Form 10-Q for the quarter ended March 31, 2004) remains valid and
unchanged.
Item 9.01. -- Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits.
99.1 Press Release issued November 1, 2005.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
LTC PROPERTIES, INC.
Dated: November 1, 2005 By: /s/ WENDY L. SIMPSON
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Wendy L. Simpson
President, COO, CFO and Treasurer