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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-04-002503.txt : 20040319
<SEC-HEADER>0001157523-04-002503.hdr.sgml : 20040319
<ACCEPTANCE-DATETIME>20040319143217
ACCESSION NUMBER:		0001157523-04-002503
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040319
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040319

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LTC PROPERTIES INC
		CENTRAL INDEX KEY:			0000887905
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				710720518
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11314
		FILM NUMBER:		04679824

	BUSINESS ADDRESS:	
		STREET 1:		300 ESPLANADE DR STE 1860
		CITY:			OXNARD
		STATE:			CA
		ZIP:			93030
		BUSINESS PHONE:		8059818655

	MAIL ADDRESS:	
		STREET 1:		300 ESPLANADE DR SUITE 1860
		CITY:			OXNARD
		STATE:			CA
		ZIP:			93030
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4598254.txt
<DESCRIPTION>LTC PROPERTIES 8-K DOCUMENT
<TEXT>
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459
                                   __________

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                         Date of report: March 19, 2004
                        (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)


================================================================================

<PAGE>

Item 5. -- Other Events

On March 18, 2004, the Board of Directors of LTC Properties, Inc. ("LTC")
approved an amendment to LTC's Stockholder Rights Plan to change its expiration
date from May 24, 2010 to April 1, 2004. As additional public disclosure, LTC is
furnishing the Amendment to the Rights Agreement, the Articles Supplementary and
the press release as exhibits attached hereto.


Item 7. -- Exhibits

(c)  Exhibits.

     4.1  Amendment No. 1 to Rights Agreement, dated as of March 19, 2004,
          between LTC Properties, Inc. and Harris Trust & Savings Bank (as
          Rights Agent).

     4.2  Articles Supplementary reclassifying and designating 40,000 shares of
          Series D Junior Participating Preferred Stock of LTC Properties, Inc.
          to authorized but unissued preferred stock.

     99.1 Press release dated March 19, 2004, announcing the amendment to the
          termination date of Stockholders Rights Plan.




                                    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:  March 19, 2004         By: /s/ WENDY L. SIMPSON
                                   --------------------
                                       Wendy L. Simpson
                                       Vice Chairman and Chief Financial Officer





                                  EXHIBIT INDEX

     4.1  Amendment No. 1 to Rights Agreement, dated as of March 19, 2004,
          between LTC Properties, Inc. and Harris Trust & Savings Bank (as
          Rights Agent).

     4.2  Articles Supplementary reclassifying and designating 40,000 shares of
          Series D Junior Participating Preferred Stock of LTC Properties, Inc.
          to authorized but unissued preferred stock.

     99.1 Press release dated March 19, 2004, announcing the amendment to the
          termination date of Stockholders Rights Plan.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a4598254ex4p1.txt
<DESCRIPTION>LTC PROPERTIES EXHIBIT 4.1
<TEXT>
                                                                     Exhibit 4.1


                               AMENDMENT NO. 1 TO
                                RIGHTS AGREEMENT
                                ----------------

         This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") dated as of
March 19, 2004 between LTC PROPERTIES, INC., a Maryland corporation (the
"Company") and HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation as
Rights Agent (the "Rights Agent")

                              EXPLANATORY STATEMENT

         The Company and the Rights Agent are parties to that certain Rights
Agreement dated May 2, 2000 (the "Rights Agreement"). Pursuant to Section 27 of
the Rights Agreement, for so long as the Rights are then redeemable, the Company
may, in its sole and absolute discretion, and the Rights Agent shall, if the
Company so directs, and at the expense of the Company, supplement or amend any
provision of the Rights Agreement in any respect without the approval of any
holders of the Rights. The Company now desires to, and directs the Rights Agent
to, amend the Rights Agreement in the manner set forth in this Amendment.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties here covenant and agree as follows:

     1.   Definitions. Capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Rights Agreement.

     2.   Amendments.

          (a)  Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:

          Section 7. Exercise of Rights, Purchase Price; Expiration Date of
                     ------------------------------------------------------
                     Rights
                     ------

         (a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date and after the Rights have been become
exercisable, the registered holder of any Right Certificate may, subject to
Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the
Rights evidenced thereby, in whole or in part, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the office or agency of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one one-thousandths of a share of
Preferred Stock (or other securities, cash or other assets as the case may be)
as to which the Rights are exercised, at any time which is both after the
Distribution Date and prior to the time (the "Expiration Date") that is the
earliest of (i) the Close of Business on April 1, 2004 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date") or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof.

          (b)  A new Section 7(f) is hereby added to the Rights Agreement to
read as follows:

         (f) Unless the Rights are redeemed as provided in Section 23 hereof,
     exchanged as provided in Section 24 hereof or exercised, prior to the Final
     Expiration Date, all of the Rights shall expire, terminate and be of no
     further force or effect, and this Rights Agreement shall expire, terminate
     and be of no further force or effect, as of the Final Expiration Date.

         3. Other Terms Unchanged. Except as expressly amended hereby, the
Rights Agreement will remain unchanged, and the Rights Agreement, as amended,
shall remain in full force and effect in accordance with its terms.

         4. Governing Law. This Amendment, the Agreement and each Rights
Certificate issued under the Agreement, shall be deemed to be a contract made
under the laws of the state of Maryland and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.

         5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.

                                       2

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.


                             LTC PROPERTIES, INC.

                             By:    /s/ WENDY L. SIMPSON
                                    --------------------
                             Name:  Wendy L. Simpson
                             Title: Vice Chairman and Chief Financial Officer


                             HARRIS TRUST AND SAVINGS BANK
                               as Rights Agent

                                    By:     /s/ MARTIN J. McHALE, JR.
                                            -------------------------
                                    Name:   Martin J. McHale, Jr.
                                    Title:  Vice President









                                        [Signature Page of Amendment No. 1
                                               to Rights Agreement]



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>a4598254ex4p2.txt
<DESCRIPTION>LTC PROPERTIES EXHIBIT 4.2
<TEXT>
                                                                     Exhibit 4.2


                              LTC PROPERTIES, INC.


                             ARTICLES SUPPLEMENTARY



         LTC PROPERTIES, INC., a Maryland corporation (the "Company") hereby
certifies to the State Department of Assessments and Taxation of Maryland (the
"Department") that:

         FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Company by Article SEVENTH of the Company'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 (the "MGCL"), the Board of Directors of the Company has,
by unanimous written consent in lieu of a meeting dated as of March 18, 2004,
adopted resolutions reclassifying and designating Forty Thousand (40,000)
authorized but unissued shares of Series D Participating Preferred Stock of the
Company ("Series D Preferred Stock"), constituting all of the shares classified
and designated as Series D Preferred Stock, as authorized but unissued and
unclassified shares of Preferred Stock (as defined in the Charter) of the
Company

         SECOND: After giving effect to the reclassification and designation of
such authorized but unissued shares of Series D Preferred Stock described in
Article FIRST, the number of authorized but unissued shares of Series D
Preferred Stock is zero, and of the Fifteen Million (15,000,000) shares of
Preferred Stock which the Company has authority to issue under its Charter, Two
Million (2,000,000) shares have been classified and designated as 8.5% Series C
Cumulative Convertible Preferred Stock ("Series C Preferred Stock"), Two Million
Two Hundred Thousand (2,200,000) shares have been classified and designated as
8.5% Series E Cumulative Convertible Preferred Stock, Four Million (4,000,000)
shares have been classified and designated as 8% Series F Cumulative Preferred
Stock and Six Million Eight Hundred Thousand (6,800,000) shares have not been
classified and designated as a separate series. The total number of shares of
stock of all classes which the Company has authority to issue, consisting of
Fifty Million (50,000,000) shares, par value $.01 per share, remains unchanged.

         THIRD: The shares of stock described herein have been classified or
reclassified by the Board of Directors under the authority contained in the
Charter of the Company.

         FOURTH: These Articles Supplementary have been approved by the Board of
Directors of the Company in the manner and by the vote required by law.

         FIFTH: The undersigned Vice Chairman of the Company acknowledges these
Articles Supplementary to be the corporate act of the Company and, as to all
matters or facts required to be verified under oath, the undersigned Vice
Chairman of the Company acknowledges that to the best of her knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties of perjury.

<PAGE>

         IN WITNESS WHEREOF, the Company has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its Vice Chairman and
attested to by its Secretary on this ___ day of April, 2004.

ATTEST:                                     LTC PROPERTIES, INC.



By:     /s/ ALEX CHAVEZ                   By:    /s/WENDY L. SIMPSON (SEAL)
        ---------------                          -------------------
Name:   Alex Chavez                       Name:  Wendy L. Simpson
Title:  Secretary                         Title: Vice Chairman


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a4598254ex99.txt
<DESCRIPTION>LTC PROPERTIES EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


     LTC Announces Amendment to Termination Date of Stockholder Rights Plan

    MALIBU, Calif.--(BUSINESS WIRE)--March 19, 2004--LTC Properties,
Inc. (NYSE:LTC) announced today that its Board of Directors has
approved an amendment to the Company's Stockholder Rights Plan (the
"Plan") to change its expiration date from May 24, 2010 to April 1,
2004. The Plan provided for an equivalent price per share of common
stock of $16.00.
    The Company announced the adoption of the Plan on May 3, 2000 when
the closing price of the Company's common stock on that day was
$5.6875. The Board's action in adopting the Plan in May 2000 was as a
protection to stockholder value when the common stock was trading at,
in the Company's view, a very significant discount to value. The
Board's action in accelerating the expiration date is not in response
to any offers to acquire the Company.
    The Company is a self-administered real estate investment trust
that invests primarily in long-term care and other health care related
facilities through mortgage loans, facility lease transactions and
other investments. For more information on LTC Properties, Inc., visit
the Company's website at www.ltcproperties.com.

    This press release includes statements that are not purely
historical and are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, including
statements regarding the Company's expectations, beliefs, intentions
or strategies regarding the future. All statements other than
historical facts contained in this press release are forward-looking
statements. These forward-looking statements involve a number of risks
and uncertainties. All forward-looking statements included in this
press release are based on information available to the Company on the
date hereof, and the Company assumes no obligation to update such
forward-looking statements. Although the Company's management believes
that the assumptions and expectations reflected in such
forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct. The actual
results achieved by the Company may differ materially from any
forward-looking statements due to the risks and uncertainties of such
statements.


    CONTACT: LTC Properties, Inc.
             Andre C. Dimitriadis/Wendy L. Simpson, 805-981-8655

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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