UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
LTC HEALTHCARE
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
50217R 10 4
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(CUSIP Number)
Wendy L. Simpson
Chief Financial Officer
LTC Properties, Inc.
300 Esplanade Drive, Suite 1860
Oxnard, California 93030
(805) 981-8646
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 7, 2001
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
CUSIP No. 50217R 10 4 13D Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LTC Properties, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. SOLE VOTING POWER
0 shares
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY --------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0 shares
PERSON --------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. Type of Reporting Person
CO
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CUSIP No. 50217R 10 4 13D Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSON
S.S. NOS. OF ABOVE PERSONS
Andre C. Dimitriadis
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
270,278 shares
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY --------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 270,278 shares
PERSON --------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,278 shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14. Type of Reporting Person
IN
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Page 4 of 7 Pages
This Amendment No. 4 amends and supplements the Statement on Schedule 13D
(as previously amended, the "Schedule 13D"), relating to the common stock, $.01
par value per share (the "Common Stock"), of LTC Healthcare, Inc. (the
"Company"), previously filed by LTC Properties, Inc., a Maryland corporation
("Properties"). Terms used herein and not defined in this Amendment have the
meaning set forth in the Schedule 13D. Except as specifically provided herein,
this Amendment does not modify any of the information previously reported on the
Schedule 13D.
This Schedule 13D is being filed on behalf of Properties and Andre C.
Dimitriadis ("Mr. Dimitriadis") although both parties disclaim membership in a
group.
Items 1,2,3,4,5 and 7 of the Schedule 13D are hereby amended to add the
following information:
ITEM 1. SECURITY AND ISSUER.
The business address of the Company 300 Esplanade Drive, Suite 1860,
Oxnard, California 93030.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is also being filed by Mr. Dimitriadis.
(b) Mr. Dimitriadis' business address is 300 Esplanade Drive,
Suite 1860, Oxnard, California 93030.
(c) Mr. Dimitriadis' current principal occupation is Chief
Executive Officer of the Company and Chief Executive Officer of Properties. The
current principal address of the Company and Properties is 300 Esplanade Drive,
Suite 1860, Oxnard, California 93030.
(d) During the last five years, Mr. Dimitriadis has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Dimitriadis has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Dimitriadis is a United States citizen.
Page 5 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Dimitriadis purchased a total of 16,400 shares of Common Stock
from the period beginning May 2, 2001 through May 25, 2001, using his personal
funds, for the aggregate consideration of $16,431.00 (excluding brokerage
commissions). On March 23, 2001, Mr. Dimitriadis received a distribution of
1,653 shares (1,647 of which were previously reported as shared voting power
shares) from Properties' Rabbi Trust Plan. Accordingly, these shares are now
solely owned by Mr. Dimitriadis. Additionally, Mr. Dimitriadis was granted
75,000 shares of restricted stock of the Company as of June 7, 2001 pursuant to
the Company's 1998 Equity Participation Plan.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of Mr. Dimitriadis' acquisitions of the Common Stock
is for investment purposes only, and the acquisitions of the Common Stock were
made in the ordinary course of business and were not made for the purpose of
acquiring control of the Company.
Mr. Dimitriadis intends to review his investment in the Company
from time to time and, depending upon the price and availability of the Common
Stock, subsequent developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to Mr.
Dimitriadis, general stock market and economic conditions, tax considerations
and other factors deemed relevant, may decide to increase or decrease the size
of his investment in the Company.
Except as described below, Mr. Dimitriadis has no present plan or
proposal which relates to, or could result in, any of the events referred to
in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However,
Mr. Dimitriadis will continue to review the business of the Company and,
depending upon one or more of the factors referred to above, may in the future
propose that the Company take one or more of such actions.
The Company received a copy of a letter from the Pacific
Exchange ("PCX") to the U.S. Securities and Exchange Commission requesting the
removal of the Company from listing and registration on the PCX effective July
19, 2001. The Company now trades on the OTC Bulletin Board.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Mr. Dimitriadis beneficially owns 270,278
shares of the Company's Common Stock, representing approximately 13.1% of the
Company's outstanding Common Stock. Mr. Dimitriadis has the sole power to vote
or to direct the vote, and to dispose, or to direct the disposition, of 270,278
shares of Common Stock.
On December 22, 2000 and March 14, 2001, Properties sold
27,900 shares and 180,000 shares, respectively of the Company in the open market
for $29,643.75 and $225,000.00, respectively, excluding brokerage commissions.
As a result of these transactions, Properties no longer beneficially owns any
shares of the Company's common stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7. Joint Filing Statement, dated as of January 15, 2002,
between LTC Properties, Inc. and Andre C. Dimitriadis.
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ ANDRE C. DIMITRIADIS
-------------------------------------
Name: Andre C. Dimitriadis
Date: January 15, 2002
LTC PROPERTIES, INC.
By: /s/ WENDY L. SIMPSON
-------------------------------------
Name: Wendy L. Simpson
Title: Chief Financial Officer
Date: January 15, 2002
Page 7 of 7 Pages
EXHIBIT 7
Joint Filing Statement
The undersigned acknowledge and agree that this foregoing Amendment No. 4 to
Statement on Schedule 13D is filed on behalf of each of them and that all
subsequent amendments to such Statement on Schedule 13D may be filed on behalf
of each of them without the necessity of entering into or filing any additional
joint filing statements. The undersigned acknowledge that each of them will be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning each of them, respectively, contained
herein and therein, but will not be responsible for the completeness and
accuracy of the information concerning the others of them, except to the extent
that the undersigned know or have reason to believe that such information is
inaccurate.
January 15, 2002
LTC PROPERTIES, INC.
By: /s/ WENDY L. SIMPSON
---------------------------------------
Name: Wendy L. Simpson
Title: Chief Financial Officer
By: /s/ ANDRE C. DIMITRIADIS
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Name: Andre C. Dimitriadis