SEC Comment Letter for LTC PROPERTIES INC (LTC) (CIK 0000887905) (LTC) — Aug 7, 2007
LTC PROPERTIES INC (LTC) (CIK 0000887905)
Date: Aug. 7, 2007 · CIK: 0000887905 · Accession: 0000000000-07-038366
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-143826
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 4561 July 13, 2007 Wendy L. Simpson, President LTC Properties, Inc. 31365 Oak Crest Drive, Suite 200 Westlake Village, CA 91361 Re: LTC Properties, Inc. Registration Statement on Form S-3 Filed June 18, 2007 File No. 333-143826
Dear Ms. Simpson:
We have conducted a limited review of your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please provide us with th e information requested belo w. In addition, please consider disclosing this information in the prospectus where appropriate.
General
1. We note that you have the form of the indenture filed as exhibit 4.3 to this registration statement. Please file the actual indenture prior to the effectiveness of this registration stat ement. Please refer to Section 201.04 under 1939 Act – General Guidance, which can be located at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm , and revise accordingly.
Wendy L. Simpson, President LTC Properties, Inc. July 13, 2007 Page 2
* * * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us w ith marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request , acknowledging that:
should the Commission or the staff, acti ng pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
Wendy L. Simpson, President LTC Properties, Inc. July 13, 2007 Page 3
of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date. Please contact Duc Dang at 202-551-3386 or me at 202-551-3495 with any other questions.
Sincerely,
Elaine Wolff Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
July 13, 2007
Wendy L. Simpson, President
LTC Properties, Inc. 31365 Oak Crest Drive, Suite 200 Westlake Village, CA 91361
Re: LTC Properties, Inc.
Registration Statement on Form S-3
Filed June 18, 2007 File No. 333-143826
Dear Ms. Simpson:
We have conducted a limited review of your filing and have the following
comments. Where indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please provide us with th e information requested belo w. In addition, please
consider disclosing this information in the prospectus where appropriate.
General
1. We note that you have the form of the indenture filed as exhibit 4.3 to this
registration statement. Please file the actual indenture prior to the
effectiveness of this registration stat ement. Please refer to Section 201.04
under 1939 Act – General Guidance, which can be located at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm
, and revise
accordingly.
Wendy L. Simpson, President
LTC Properties, Inc.
July 13, 2007 Page 2
* * * *
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us w ith marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
Wendy L. Simpson, President
LTC Properties, Inc.
July 13, 2007 Page 3
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Duc Dang at 202-551-3386 or me at 202-551-3495 with any other
questions.
Sincerely,
Elaine Wolff Branch Chief
cc: Herbert Kozlov Fax No. (212) 521-5400