On August 5, 2009, LTC Properties, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with KeyBanc Capital Markets Inc. Under the terms of the Agreement, the Company may issue and sell, from time to time, up to $75,000,000 in aggregate offering price of the Company's common shares, par value $0.01 per share (the "Shares") through KeyBanc Capital Markets Inc. acting as sales agent and/or as principal.

Sales of the Shares, if any, will be made by means of ordinary brokers' transactions at market prices, in block transactions, or as otherwise agreed between the Company and KeyBanc Capital Markets Inc. Under the terms of the Agreement, KeyBanc Capital Markets Inc. will use its reasonable efforts to sell the Shares, as instructed by us. The Company will pay KeyBanc Capital Markets Inc. a commission equal to 2.25% of the gross sales price of all Shares sold through it as agent under the Agreement. Under the terms of the Agreement, we also may sell Shares to KeyBanc Capital Markets Inc. as principal for its own account at a price agreed upon in writing at the time of sale.

The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference; the description of the material terms of the Agreement is qualified in its entirety by reference to that exhibit.

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information

None.

(d) Exhibits.

1.1 Equity Distribution Agreement, dated August 5, 2009, between LTC Properties, Inc. and KeyBanc Capital Markets Inc.

5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the legality of the Common Stock being registered

8.1                 Opinion of Reed Smith LLP regarding certain tax matters



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)