prrn14a205027020_05292009.htm

ANNUAL MEETING OF SHAREHOLDERS OF ADVOCAT INC.

May 29, 2009

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION

DATED MAY 12, 2009

DEFINITIVE PROXY STATEMENT INTENDED TO BE RELEASED

TO SHAREHOLDERS ON OR ABOUT MAY _____, 2009

To Our Fellow Advocat Inc. Shareholders:

This proxy statement and the enclosed GOLD proxy card are being furnished to shareholders of Advocat Inc. (“Advocat” or the “Company”) in connection with the solicitation of proxies by, Bristol Investment Fund, Ltd. (“Bristol”) (“we” or the “Shareholder”), to be used at the 2009 annual meeting of shareholders of Advocat, including any adjournments or postponements thereof and any meeting held in lieu thereof (the “2009 Annual Meeting”). The 2009 Annual Meeting is scheduled to be held at 9:00 a.m. (Central Daylight Time) on May 29, 2009, at the Company’s offices, 1621 Galleria Boulevard, Brentwood, Tennessee 37027. This proxy statement and the GOLD proxy card are first being furnished to shareholders on or about May ___, 2009.

THIS SOLICITATION IS BEING MADE BY THE SHAREHOLDER AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”).

We are soliciting your proxy for the 2009 Annual Meeting in support of the following proposals:

1. To elect two nominees, Paul Kessler and Richard McKilligan (together, our “Nominees”), to the Board to serve as directors; and

2. To conduct such other business as may properly arise during the meeting.

If we determine that either of our Nominees is unable or otherwise unavailable to serve as a director, we may seek to replace such Nominee with a substitute nominee to the extent this is not prohibited under the Company’s Bylaws (the “Bylaws”) or applicable law. In the case that we substitute a nominee, we will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to any substitute nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only in such case will the Shares represented by the enclosed GOLD proxy card be voted for substitute nominee(s).

Advocat has disclosed that the record date for determining shareholders entitled to notice of and to vote at the 2009 Annual Meeting is April 15, 2009 (the “Record Date”). Shareholders of record at the close of business on the Record Date will be entitled to vote at the 2009 Annual Meeting. According to Advocat’s proxy statement for the 2009 Annual Meeting, as of the Record Date, there were 5,670,987 shares of common stock, $0.01 par value per share (the “Shares”), outstanding and entitled to vote at the 2009 Annual Meeting. As of May 12, 2009, Bristol was the beneficial owner of an aggregate of 422,540 Shares, which represents approximately 7.44% of the Shares outstanding. Bristol intends to vote all of its Shares which it is entitled to vote FOR the election of its Nominees.

BRISTOL URGES YOU TO VOTE YOUR GOLD PROXY CARD FOR OUR NOMINEES.

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED PROXY BY DELIVERING A LATER-DATED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO BRISTOL OR TO THE SECRETARY OF THE COMPANY.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

This Proxy Statement and our GOLD proxy card are available at www.______________com.

HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A GOLD PROXY CARD EVEN IF YOUR SHARES ARE SOLD AFTER THE RECORD DATE.

IF YOU PURCHASED SHARES AFTER THE RECORD DATE AND WISH TO VOTE THOSE SHARES AT THE 2009 ANNUAL MEETING, YOU SHOULD OBTAIN A GOLD PROXY CARD FROM THE SELLER OF THOSE SHARES.

IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE THOSE SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE AND RETURN ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.

Bristol has retained Okapi Partners LLC to assist in communicating with shareholders in connection with the proxy solicitation and to assist in efforts to obtain proxies. If you have any questions about executing your GOLD proxy card or require assistance, please contact :

780 Third Avenue 30th Floor

New York, NY 10017

(212) 297-0720

Toll Free: (877) 285-5990

REASONS FOR THE SHAREHOLDER’S SOLICITATION

Bristol has owned Shares in the Company since June 2006. Based on the Company’s publicly available information, it is one of the largest shareholders not serving on the Board or in management, beneficially owning approximately 7.44% of the outstanding Shares. We are asking for your vote in order to elect two Nominees, Paul Kessler and Richard McKilligan, to the Board. Our Nominees are committed to promoting the accountability of management to the Company’s shareholders and encouraging and overseeing efforts to maximize shareholder value.

The election contest provides the shareholders an opportunity to vote on whether the current CEO, William R. Council, III, should be reelected to the Board. Bristol asks its fellow shareholders to evaluate Mr. Council’s performance and compensation. If they are displeased, Bristol asks them to vote for its Nominees, thereby removing Mr. Council. Bristol makes the same request of shareholders regarding the Company’s other nominee, Richard M. Brame, who serves as Chair of the Board’s Compensation Committee.

With respect to our desire to maximize shareholder value, we believe that the Board ought to address the following and other similar matters:

·	Are shareholders obtaining the maximum value for their interests by continuing Advocat as a stand alone business or would shareholders benefit by a sale or merger?

·	Is management’s compensation in line with performance and with comparable companies?

·	What steps, if any, can be taken to enhance shareholder value?

In the past, the Nominees have recommended that the Company retain an investment banker to pursue a sale or liquidation. If elected, the Nominees will ask their fellow directors to engage an investment banker, or similar outside expert, to advise regarding possible means of increasing shareholder value. If elected, the Nominees will also ask the Board to evaluate whether the shareholders are best served by continuing the Company as a stand alone business or by a sale, merger, or similar transaction. In early 2008, Mr. Kessler asked the Board to implement six changes, which are identified below in “Background to the Solicitation.” Mr. Kessler does not intend to pursue those proposals, except to the extent set forth herein. The Nominees have no specific plans in mind, except as set forth herein.

Through June 2008, Advocat’s stock traded as high as $12 per share. On April 7, 2009, it closed at $2.70 per share, having traded between $1.96 and $2.90 in February and March 2009. In November and December 2006, Advocat’s stock traded between $15.23 and $21.03. During these same months in 2007, it traded between $9.99 and $11.21. While the markets have generally declined in late 2008 and in 2009, Advocat’s performance merits extra scrutiny. Its share price declined in 2007, when markets were generally strong. Also, Advocat’s share price declined in the last six months of 2008 on a percentage basis more than four other companies (identified below) that Bristol believes comparable. Also the decline in Advocat’s share price in this time period far exceeded the decline in the Dow Jones U.S. Healthcare Providers Index (NYSEArca: IHF). Bristol believes that the performance of the Advocat’s share price reflects a negative market assessment of the Company’s performance under current management.

Bristol has also observed that Advocat generates far less on a per share “free cash flow” basis than four companies that Bristol believes comparable. These companies are The Ensign Group, Inc. (ENSG), Kindred Heathcare Inc. (KND), Skilled Healthcare Group, Inc. (SKH) and Sun Healthcare Group, Inc. (SUNH). There are significant differences in the size of revenues and operations between Advocat and some of the foregoing companies. These differences may affect the validity of any comparison. The chart below measures cash flow from operations, excluding capital expenditures, on a per share basis for 2008 for these companies:

ENSG	$ 1.30
SUNH	$ 1.03
KND	$ 0.88
SKH	$ 0.36
AVCA	$ (0.04)

Bristol has also compared Advocate’s performance in two areas that Bristol believes important, the occupancy rate of its facilities and the percentage of patients receiving Medicare benefits. In both areas, Advocat underperforms this same peer group:

	2006			2007			2008
Occupancy
KND		88.3	%		87.8	%		89.0	%
SUNH		89.9	%		89.8	%		88.9	%
SKH		86.1	%		84.9	%		84.5	%
ENSG		82.6	%		81.3	%		81.1	%
AVCA		78.8	%		77.6	%		75.3	%

Medicare Mix
SKH		18.0	%		18.1	%		17.2	%
KND		17.0	%		17.0	%		17.0	%
SUNH		14.0	%		14.3	%		14.7	%
ENSG		15.0	%		13.6	%		14.7	%
AVCA		14.0	%		13.7	%		13.3	%

Bristol believes that these performance metrics explain the low valuation that the market places on Advocat’s facilities. The “adjusted enterprise value” of Advocat on a per bed basis, as of April 7, 2009, compared to this same group was as follows:

AEV/Bed
KND	$ 121,969.00
SKH	$ 94,945.00
SUNH	$ 76,453.00
ENSG	$ 68,687.00
AVCA	$ 55,595.00

Adjusted enterprise value is based on the sum of (i) market capitalization of the reported company’s shares as of April 7, 2009; (ii) the amount of debt reported as of its most recent SEC filing, and (iii) capitalization of rent charges for the most recent year at ten percent. This adjustment is appropriate for a fair comparison between the service providers that rent facilities and those that own them. Bristol believes that this metric provides insight into the value of Advocat’s core assets, its patient beds, as compared to other companies that are larger in size.

Based on these comparisons, Bristol questions whether the high costs of operating a public company and compensating senior management are justified for a business the size of Advocat. Bristol has no plan or proposal to propose a going private transaction.

Bristol also questions whether senior management’s compensation is excessive in light of Advocat’s performance. According to Advocat’s Proxy Statement filed May 2, 2008, Mr. Council received aggregate compensation in the amount of $885,674 for 2007 and $1,876,694 for 2006. Mr. Tyler received $554,958 and $858,267 for these years and Mr. Riddle, received $401,981 and $1,123,980. In 2008, Advocat’s revenues increased from $245 million to $289 million while net income from continuing operations declined by almost 50%, from $15.8 million to $8.8 million. This continued the pattern of prior years. In 2005, Advocat had net revenues of $201 million and income from continuing operations of $17.2 million. In 2006, net income declined to $12.9 million, while net revenues increased to $215 million. Mr. Council’s total compensation for 2008 was $726,951, while Messrs. Tyler and Riddle received $471,281 and $351,905. During this same year, shareholders witnessed a far greater decline in the value of their shares.

In March 2006, the current CEO, William Council, along with the COO (Raymond Tyler) and CFO (L. Glynn Riddle) entered into Employment Agreements with the Company. Bristol is especially concerned that the Employment Agreements for the three senior members of the management all provide that the executives will receive substantial payments simply because the Company determines not to extend the employment relationship. Mr. Council’s Employment Agreement, for example, provides that if the Company determines not to extend for an additional year, the Company must pay him “in a lump sum an amount equal to 250% of his base salary and thereafter continue to provide him with the benefits and perks that he now enjoys for eighteen months. According to Advocat’s Preliminary Proxy Statement filed April 17, 2009, these payments would then exceed $1.3 million. Similar provisions govern the employment of Mr. Tyler and Mr. Riddle, the COO and CFO. According to the 2009 Preliminary Proxy Statement, they would be entitled to $447,412 and $305,186 respectively upon a non-renewal of their Employment Agreements.

BACKGROUND TO THE SOLICITATION

Bristol has been an investor in Advocat since June 2006 and is currently the beneficial owner of 422,540 Shares, representing approximately 7.44% of the issued and outstanding Shares. The following is a chronology of events leading up to this proxy solicitation:

Over the past few years Mr. Kessler on behalf of Bristol has had discussions with the Company about opportunities which he believed could have a positive impact on Advocat. He suggested that the Company consider exploring whether a sale to a private buyer was possible at a favorable value, a transaction that he believed would be beneficial to all parties.

In 2006, 2007 and 2008, Mr. Kessler also wrote several letters to Mr. Council, the Chief Executive Officer of the Company, stating concerns about corporate governance, valuation of the Company's stock, and the general direction of the Company. Mr. Kessler’s letter dated February 4, 2008 crystallized his concerns with a request that the Company’s Board take the following actions:

1.	Submit to a binding shareholder vote, the issues whether there should be a de-staggering of the Board so that it is composed of one class of directors.

2.	Nominate two Board members that represent institutional shareholders or expand the Board to appoint them.

3.	Present a binding resolution to shareholders to vote on whether to redeem the rights issued under the Company’s poison pill.

4.	Decline to renew any and all golden parachutes, thereby aligning management’s interests with those of the Company’s shareholders.

5.	Revise the current Board’s compensation, which should be significantly reduced and paid in restricted stock and/or cash, thereby aligning the Board’s interests with those of the Company’s shareholders.

6.	Hire a credible investment bank to review alternatives to enhance shareholder value, including an immediate stock buyback and the elimination of acquisitions unless such acquisitions trade at a more favorable valuation than the Company’s common shares.

In 2007, Bristol concluded that the Company’s shareholders might benefit from a sale of the business while the markets for such transactions were strong. After Bristol’s suggestions were rebuffed by management, Bristol submitted a shareholder proposal to the Company in December 2007 proposing that the following resolution be voted on at the 2008 Annual Meeting.

RESOLVED, that the stockholders of the Corporation recommend that the Board of Directors promptly engage an investment banking firm and pursue a sale, or liquidation of the Corporation.

·	At the 2008 Annual Meeting, Bristol’s resolution received support from approximately 14% of the votes cast.

·	On April 2, 2008 Bristol notified the Company of its nomination of Paul Kessler and Richard McKilligan for election to the Board at the 2008 Annual Meeting. Bristol later withdrew these nominations as a result of the Company including Bristol’s shareholder proposal in its definitive proxy.

·	On March 17, 2009, Bristol notified the Company of its nomination of Paul Kessler and Richard McKilligan for election to the Board at the 2009 Annual Meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is currently composed of six directors divided into three classes, all of whom are serving staggered three-year terms. Bristol understands that the Board has nominated two incumbent directors, William A. Council and Richard M. Brame, for election at the 2009 Annual Meeting. Bristol is seeking your support at the 2009 Annual Meeting to elect its Nominees, Paul Kessler and Richard McKilligan, in opposition to Advocat’s slate of nominees.

REASONS WHY THE SHAREHOLDER IS CHALLENGING THE INCUMBENT DIRECTORS

Bristol has been a long term investor of Advocat, since June 2006, and believes that it is one of the largest shareholders independent of the Board and management, beneficially owning approximately 7.44% of the outstanding Shares. As such, we believe that OUR INTERESTS AS SHAREHOLDERS ARE CLOSELY ALIGNED WITH YOURS.

Bristol has a vested financial interest in seeing that shareholder value is maximized. IF ELECTED, OUR NOMINEES ARE COMMITTED TO WORKING TO PROMOTE MANAGEMENT ACCOUNTABILITY AND MAXIMIZE SHAREHOLDER VALUE FOR ALL SHAREHOLDERS.

There can be no assurance that the actions our Nominees intend to take as described in this proxy statement will be implemented if they are elected or that the election of our Nominees will improve the Board’s accountability or otherwise enhance shareholder value. Your vote to elect our Nominees does not constitute a vote in favor of our goals for Advocat. The election of our Nominees will have the legal effect of replacing two incumbent directors of the Company with our Nominees. If elected, our Nominees will have fiduciary duties to all shareholders and, accordingly, may not act in accordance with the views and wishes of the Shareholder.

If elected to the Board, our Nominees will constitute a minority of the current six members of the Board. Under the Company’s Bylaws, a majority of the Board constitutes a quorum for the transaction of business, and the act of a majority of the Board present at a Board meeting at which a quorum is present shall be the act of the Board. Accordingly, our Nominees, if elected, would not be able to take Board action at a meeting of the Board, depending upon attendance, without the support of at least one or two other director. If elected, our Nominees will advocate Board accountability and maximization of value for all shareholders.

THE SHAREHOLDER’S NOMINEES

The following information sets forth the name, age, business address, present principal occupation and employment and material occupations, positions, offices or employments for the past five years of each of the Shareholder’s two Nominees.

PAUL KESSLER. Since March 2000, Mr. Kessler (age 48) has been the Principal and Manager of Bristol Capital Advisors, LLC, the investment advisor to Bristol. Mr. Kessler specializes in identifying and structuring investment transactions with emerging growth public companies and directing trading in portfolio securities. The principal business address of Mr. Kessler is 10990 Wilshire Boulevard, Suite 1410, Los Angeles, CA 90024.

RICHARD MCKILLIGAN. Since January 2007, Richard McKilligan (age 45) has served as the General Counsel, Chief Financial Officer and Secretary of Derycz Scientific, Inc. Since August 2008, he has also served as CFO of Percipio Biotherapeutics, Inc. Mr. McKilligan has been a director of Bristol since February 2008, and served as Counsel to Bristol Capital Advisors, LLC from January 2006 to September 2008. Mr. McKilligan was an associate attorney with Morgan, Lewis & Bockius, LLP in their New York and London offices from 1999 until December 2005. Mr. McKilligan earned his law degree from Cornell Law School, his MBA from the University of Chicago and his undergraduate degree in Accountancy from the University of Illinois at Urbana-Champaign. Mr. McKilligan is admitted to the Bars of California, New York and Florida. Derycz Scientific is not an affiliate of the Company. The principal business address of Mr. McKilligan is 10990 Wilshire Boulevard, Suite 1410, Los Angeles, CA 90024.

For additional information regarding our Nominees, please see Appendix I to this proxy statement.

Our Nominees will not receive any compensation from the Shareholder directly related to their service as directors of the Company if elected. If elected, our Nominees will be entitled to such compensation from the Company as is consistent with the Company’s past practice for non-employee directors, which is described in the Company’s proxy statement in connection with the 2009 Annual Meeting. Other than as stated herein, there are no arrangements or understandings between any Participant and either of the Nominees or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of Advocat if elected as such at the 2009 Annual Meeting.

Except as disclosed in this proxy statement (including the Appendix attached hereto), neither of our Nominees, the Shareholder nor any of their affiliates or associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2009 Annual Meeting.

Bristol does not expect that either of its Nominees will be unable to stand for election, but, in the event that one or both of them is unable to serve or for good cause will not serve, Bristol may seek to replace such Nominee(s) with substitute nominee(s) to the extent this is not prohibited under the Bylaws or applicable law. In the case that Bristol substitutes a nominee, Bristol will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to any substitute nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Exchange Act. Only in such case will the Shares represented by the enclosed GOLD proxy card be voted for substitute nominees. In addition, Bristol reserves the right to challenge any action by Advocat that has, or if consummated would have, the effect of disqualifying the Nominees. Bristol reserves the right to nominate substitute or additional persons as nominees, to the extent this is not prohibited under the Bylaws or applicable law, in the event that (1) the Board is expanded beyond its current size and/or (2) one or both of our Nominees should become unable for any reason, to accept his nomination or election. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Bristol that any attempt to increase the size of the current Board or to reclassify the Board constitutes an unlawful manipulation of the Company’s corporate machinery.

WE URGE YOU TO VOTE FOR THE ELECTION OF PAUL KESSLER AND RICHARD MCKILLIGAN.

PARTICIPANTS IN SOLICITATION OF PROXIES

In addition to our Nominees, Bristol, Bristol Capital Advisors, LLC (“BCA”), and Paul Kessler may be deemed to be “participants” in this proxy solicitation as such term is defined in Schedule 14A promulgated under the Exchange Act. Bristol, a Cayman Islands exempted company and an investment fund, is the record owner of 100 Shares, and a beneficial owner of 422,540 Shares (inclusive of its record Shares). The principal business address for Bristol is 10990 Wilshire Boulevard, Suite 1410, Los Angeles, CA 90024. The address of Bristol’s registered office is Caledonian Fund Services (Cayman) Limited, 69 Dr. Roy’s Drive, George Town, Grand Cayman, Cayman Islands. BCA, an entity organized under the laws of the State of Delaware, is the investment advisor to Bristol. Paul Kessler is manager of BCA and as such has voting and dispositive power over the shares held by Bristol.

The Nominees are both United States citizens.

All transactions in the securities of Advocat effected within the past two years by the Participants are contained in Appendix I to this proxy statement. For additional information regarding the Participants, please see Additional Participant Information.

OTHER MATTERS TO BE CONSIDERED AT THE 2009 ANNUAL MEETING

Other than the proposal addressed in this proxy statement, Bristol is unaware of any other matters to be considered at the 2009 Annual Meeting. Should other matters that Bristol is not aware of a reasonable period of time before this solicitation be brought before the 2009 Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion.

PROXY INFORMATION

The enclosed GOLD proxy card may be executed only by holders of record of Shares on the Record Date. If you were a shareholder of record on the Record Date, you will retain your voting rights at the 2009 Annual Meeting even if you sell your Shares after the Record Date. Accordingly, it is important that you vote the Shares held by you on the Record Date, or grant a proxy to vote your Shares on the GOLD proxy card, even if you sell your Shares after the Record Date.

The Shares represented by each GOLD proxy card that is properly executed and returned to Bristol will be voted at the 2009 Annual Meeting in accordance with the instructions marked thereon, and will be voted in the discretion of the persons names as proxies on whatever other matters that Bristol is not aware of a reasonable period of time before this solicitation that may properly come before the 2009 Annual Meeting. Executed but unmarked GOLD proxies will be voted FOR the election of our Nominees as directors.

If you hold your Shares in the name of one or more brokerage firms, banks or nominees, only they can vote your Shares and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions for a GOLD proxy card representing your Shares to be signed and returned. Bristol urges you to confirm in writing your instructions to the person responsible for your account and to provide a copy of those instructions to the Shareholder at Okapi Partners LLC, 780 Third Avenue, 30th Floor, New York, NY 10017, so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed.

REVOCATION OF PROXIES

Any shareholder who has mailed a WHITE proxy card to the Company may revoke it before it is voted by mailing a duly executed GOLD proxy card to Bristol at Okapi Partners LLC, 780 Third Avenue, 30th Floor, New York, NY 10017, bearing a date LATER than the WHITE proxy card delivered to the Company prior to its exercise. Proxies may also be revoked at any time prior to exercise by: (i) attending the 2009 Annual Meeting and voting in person (although attendance at the 2009 Annual Meeting will not in and of itself constitute revocation of a proxy) or (ii) delivering written notice of revocation. The revocation may be delivered either to Okapi Partners, or to the corporate secretary of the Company at 1621 Galleria Boulevard, Brentwood, Tennessee 37027, or any other address provided by the Company. Although a revocation is effective if delivered to the Company, the Shareholder requests that either the original or a copy of any revocation be mailed to the Shareholder at . Okapi Partners LLC, 780 Third Avenue, 30th Floor, New York, NY 10017, so that the Shareholder will be aware of all revocations and can more accurately determine if and when the requisite proxies for the election of our Nominees have been received. The Shareholder may contact shareholders who have revoked their proxies.

IF YOU PREVIOUSLY EXECUTED AND RETURNED A PROXY CARD TO THE COMPANY, THE SHAREHOLDER URGES YOU TO REVOKE IT BY SIGNING, DATING AND MAILING THE GOLD PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN THE UNITED STATES.

QUORUM AND VOTING

Based on the Company’s proxy statement for the 2009 Annual Meeting, there were 5,675,987 Shares outstanding and entitled to vote on the Record Date. Only shareholders of record at the close of business on the Record Date will be entitled to vote at the 2009 Annual Meeting. Shareholders of the Company will not have rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon at the 2009 Annual Meeting.

The presence, in person or by proxy, of holders of Shares representing a majority of the votes entitled to be cast at the 2009 Annual Meeting will constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present at the 2009 Annual Meeting. Assuming a quorum is present or otherwise represented at the 2009 Annual Meeting, the election of our Nominees requires the affirmative vote of a plurality of the Shares represented and entitled to vote at the 2009 Annual Meeting. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election. Abstentions and broker non-votes will have no effect on this proposal since such actions do not represent votes cast on this proposal. Your vote is extremely important. WE URGE YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TO VOTE FOR THE PROPOSAL SET FORTH THEREON.

COST AND METHOD OF SOLICITATION

Bristol has retained Okapi Partners LLC as a proxy solicitor in connection with this proxy solicitation. For these services, Okapi Partners is to receive a fee of up to approximately $50,000, plus reimbursement for its reasonable out-of-pocket expenses. Proxies may be solicited by mail, courier services, Internet, advertising, telephone, facsimile or in person. In addition, it is anticipated that certain employees of Bristol would participate in the solicitation of proxies. The business address of any Bristol employee would be the same as that of his or her respective employer. Although no precise estimate can be made at the present time, the total expenditures in furtherance of, or in connection with, the solicitation of shareholders is estimated to be $150,000 in total. As of the date hereof, the Shareholder has incurred approximately $25,000 of solicitation expenses.

ADDITIONAL INFORMATION

Certain information regarding the compensation of directors and executive officers, the securities of the Company held by the Company’s directors, nominees, management and 5% shareholders and certain other matters regarding the Company’s officers and directors is required to be contained in the Company’s proxy statement. Certain other information regarding the 2009 Annual Meeting, as well as procedures for submitting proposals for consideration at the 2010 annual meeting of shareholders, is also required to be contained in the Company’s proxy statement. Please refer to the Company’s proxy statement under “Election of Directors” to review this information. The Shareholder does not make any representation as to the accuracy or completeness of the information contained in the Company’s proxy statement.

Bristol has filed with the Securities and Exchange Commission (the “SEC”) a statement on Schedule 13D, which contains information in addition to that furnished herein. The Schedule 13D, including amendments thereto, may be inspected at, and copies may be obtained from, the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549 or viewed on-line at www.sec.gov. Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC may be obtained free of charge.

IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL:

780 Third Avenue 30th Floor

New York, NY 10017

(212) 297-0720

Toll Free: (877) 285-5990

Email: info@okapipartners.com

ADDITIONAL PARTICIPANT INFORMATION

Except as set forth in this proxy statement or in the Appendix attached hereto, to the best knowledge of the Shareholder:

(i) no Participant owns any securities of the Company or any parent or subsidiary of the Company, directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Company within the past two years, and none of their associates beneficially owns, directly or indirectly, any securities of the Company;

(ii) no Participant has borrowed or otherwise obtained any funds for the purpose of acquiring or holding any securities of the Company;

(iii) no Participant or any associate of any Participant has any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates or (b) with respect to future transactions to which the Company or any of its affiliates will or may be a party;

(iv) no Participant or any associate of any Participant has engaged in or had a direct or indirect material interest in any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000;

(v) no Participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies;

(vi) no Participant has any arrangement or understanding with any person pursuant to which a nominee for director is proposed to be elected;

(vii) none of the corporations or organizations in which any of the Participants is conducting or has conducted his principal occupation or employment during the past five years is a parent, subsidiary or other affiliate of the Company;

(viii) there is no family relationship (as defined in Section 401(d) of Regulation S-K) between any of our Nominees and (a) any other Nominee or (b) any director of the Company, executive officer of the Company or person nominated by the Company to become a director or executive officer;

(ix) there is no event that occurred during the past five years with respect to any of our Nominees required to be described under Item 401(f) of Regulation S-K;

(x) there are no relationships involving any of our Nominees or any of their associates that would have required disclosure under Item 402(j) of Regulation S-K had our Nominees been directors of the Company;

(xi) no Nominee or any associate of a Nominee is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material proceeding;

(xii) no Nominee has any business relationship that is required to be disclosed pursuant to Item 404(b) of Regulation S-K;

(xiii) no Participant or any associate of a Participant has, since the beginning of the Company’s last fiscal year, been indebted to the Company or any of its subsidiaries in an amount in excess of $120,000;

(xiv) no Nominee has ever served on the Board or been employed by the Company, and no Nominee or any associate of any Nominee has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to other plans or other compensation from, or related to, services rendered on behalf of the Company, or is subject to any arrangement described in Item 402 of Regulation S-K;

(xv) no Participant has any substantial interest, direct or indirect, in any matter to be acted upon proposed in this proxy statement aside from its interest as a shareholder of the Company; and

(xvi) no Participant has, during the past 10 years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

For the purposes of the foregoing, the term “associates” shall have the meaning as that term is defined in Rule 14a-1 of Regulation 14A under the Exchange Act.

PRELIMINARY COPY SUBJECT TO COMPLETION

DATED MAY 12, 2009

APPENDIX I

SHARES OF COMMON STOCK OF THE COMPANY BOUGHT OR SOLD BY THE PARTICIPANTS

IN THE LAST TWO YEARS

Set forth below are the dates and amounts of each Participant’s purchases and sales of Company common stock within the past two years. Sales are indicated (in parentheses). All of these transactions were open market transactions. Prices are net of brokerage commissions. Mr. Kessler has not purchased or sold any Company common stock within the past two years, except to the extent that he may be deemed to beneficially own shares purchased or sold by Bristol.

BRISTOL INVESTMENT FUND, LTD.

Date

Cost / Share

4/11/2007	4,700	$12.83360
7/26/2007	1,700	$10.09880
7/27/2007	15,000	$9.72100
7/31/2007	4,217	$10.30440
1/28/2008	12,270	$10.96710
8/7/2008	22,200	$6.75110
8/8/2008	8,700	$6.75800
8/11/2008	6,900	$6.75190
8/12/2008	8,600	$6.91690
8/13/2008	5,000	$6.95740
8/14/2008	2,500	$7.20000
10/6/2008	938	$3.92000
10/28/2008	3,500	$3.15320
11/12/2008	498	$2.50000
11/20/2008	5,000	$2.40000
11/24/2008	1,400	$2.10710
11/25/2008	895	$1.85640
11/26/2008	5,300	$2.24290
11/28/2008	4,400	$2.50090
12/3/2008	3,970	$2.53980
12/5/2008	1,900	$2.50470
12/8/2008	1,585	$2.50570
2/19/2009	6,004	$3.35650
2/27/2009	1,286	$2.25000
3/3/2009	2,440	$2.25000
3/11/2009	1,000	$2.25000
3/12/2009	1,000	$2.00000
4/6/2009	3,600	$2.49000