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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: July 15, 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
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(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)
ITEM 5. OTHER EVENTS
In conjunction with this Current Report we have filed a Prospectus
Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
which is incorporated herein by reference (SEC File No. 333-113847). The
Prospectus Supplement describes the issuance and sale to the public of an
additional 2,640,000 shares (the "Shares") of our 8.0% Series F Cumulative
Preferred Stock (the "Series F Preferred Stock") in a registered direct
placement at $23.64 per share. Net proceeds to the Company, prior to fees and
expenses, are expected to be approximately $62.4 million. Prior to the sale and
issuance of the Shares, the Company has 4,000,000 shares of Series F Preferred
Stock issued, outstanding and listed on the New York Stock Exchange. 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 an Additional 2,640,000 Shares of Series
F Preferred Stock of the Registrant
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP regarding the legality
of the Shares being registered
8.1 Tax Opinion of Reed Smith, LLP
10.1 Form of Purchase Agreement dated as of July 15, 2004 by and between the
Registrant and the Purchasers of the Shares
10.2 Placement Agent Agreement dated as of July 15, 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 July 16, 2004
99.2 Press Release dated July 20, 2004
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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.
July 20, 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)
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