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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: February 6, 2007
(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 (Commission file number) (I.R.S. Employer
jurisdiction of Identification No)
incorporation
or organization)
31365 Oak Crest Drive, Suite 200
Westlake Village, CA 91361
(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 5.02 Departure of Director or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) (1) Effective March 1, 2007, the Board of Directors elected Wendy Simpson,
who is 57 years old, as the registrant's Chief Executive Officer and President.
Ms. Simpson joined the Company's Board in 1995, was Vice Chairman since April
2000, Chief Financial Officer since July 2000 and President and Chief Financial
Officer since November 2005.
On February 6, 2007, the Compensation Committee of the Board of Directors of
registrant approved an Amended and Restated Employment Agreement with Ms.
Simpson that is effective March 1, 2007. On that date, Ms. Simpson's annual
salary will be $400,000 and she will be eligible for a bonus, at the Board's
discretion, of up to 100% of her salary.
Additionally, Ms. Simpson was granted 40,000 shares of restricted stock that
vest only when she ceases to be employed by the registrant unless she
voluntarily leaves not for good cause within the first two years of the
contract. Ms. Simpson's 27,120 shares of prior granted, unvested restricted
stock that were scheduled to vest in certain amounts each year through 2009 had
their vesting schedule amended to coincide with the new 40,000 grant.
Other primary provisions of Ms. Simpson's employment agreement remain unchanged
from her prior agreement.
(c) (2) Andre C. Dimitriadis, 66 years old, had been Chief Executive Officer
since founding the registrant in 1992, will assume the title of Executive
Chairman.
On February 6, 2007, the Compensation Committee of the Board of Directors of
registrant approved an Amended and Restated Employment Agreement with Mr.
Dimitriadis that is effective March 1, 2007. On that date, Mr. Dimitriadis'
annual salary will be $240,000 and he will devote approximately two business
days a week to the registrant.
Mr. Dimitriadis' 54,960 shares of prior granted, unvested restricted stock that
were scheduled to vest in certain amounts each year through 2009 had their
vesting schedule amended to vest only and immediately upon any termination of
employment by any party, for any reason, regardless of whether such termination
of employment is with our without cause and regardless of whether such
termination of employment is with or without good reason.
Other primary provisions of Mr. Dimitriadis' employment agreement remain
unchanged from his prior agreement.
(c) (3) The registrant has promoted Pamela Kessler, 41 years old, to the
position of Senior Vice President and Chief Financial Officer. Ms. Kessler
joined the registrant in July 2000 as Vice President and Controller.
On February 6, 2007, the Compensation Committee of the Board of Directors of
registrant approved a Second Amended and Restated Employment contract with Ms.
Pamela Kessler that is effective March 1, 2007. On that date, Ms. Kessler's
annual salary will be $190,000.
Other primary provisions of Ms. Kessler's employment agreement remain unchanged
from her prior agreement.
Item 9.01. -- Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information
None.
(d) Exhibits.
10.1 2007 Amended and Restated Employment Agreement of Wendy Simpson,
effective as of March 1, 2007
10.2 2007 Amended and Restated Employment Agreement of Andre Dimitriadis,
effective as of March 1, 2007
10.3 Second Amended and Restated Employment Agreement of Pamela Kessler,
effective as of March 1, 2007
99.1 Press Release issued February 6, 2007.
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: February 6, 2007 By: /s/ WENDY L. SIMPSON
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Wendy L. Simpson
President, COO, CFO & Treasurer