8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Date of Report (Date of earliest event reported):
November 3, 2003

ADVOCAT INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-12996	62-1559667
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

277 Mallory Station Road, Suite 130 Franklin, Tennessee 37067

(Address of principal executive offices)

(615) 771-7575

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE

Item 5. Other Events.

     For the purpose of informing the market, the Registrant announces that it has extended the deadline for shareholders to vote on the transaction to sell its wholly owned Canadian subsidiary, Diversicare Canada Management Services Co., Inc. (DCMS) to November 21, 2003. The transaction includes 14 nursing homes and 24 assisted living facilities in the Canadian provinces of Ontario, British Columbia and Alberta operated by Diversicare Canada Management Services Co., Inc.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

Number	Exhibit
99.1	Press Release dated November 3, 2003.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ADVOCAT INC.
	By:	/s/ L. Glynn Riddle, Jr.
		L. Glynn Riddle, Jr. Chief Financial Officer
Date: November 3, 2003

Exhibit Index

Exhibit No.
99.1	Press release dated November 3, 2003.

EX-99.1 3 g85623exv99w1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 ADVOCAT INC. 277 MALLORY STATION ROAD, SUITE 130 FRANKLIN, TENNESSEE 37067 (615) 771-7575 NEWS RELEASE - -------------------------------------------------------------------------------- Contact: William R. Council, III Chief Executive Officer ADVOCAT EXTENDS DEADLINE FOR VOTING ON DCMS TRANSACTION FRANKLIN, Tenn. - (November 3, 2003) - Advocat Inc. (NASDAQ OTC: AVCA) today announced that it extended the deadline for shareholders to vote on the transaction to sell its wholly owned Canadian subsidiary, Diversicare Canada Management Services Co., Inc. (DCMS) to November 21, 2003. A majority of Advocat's shares outstanding were neither voted to approve nor deny the transaction at the meeting today. Shareholders cast the following votes as of today regarding the DCMS transaction: Voting in Favor of the DCMS transaction: 2,443,248 shares, or 44.5% of the outstanding shares. Voting Against the DCMS transaction: 1,162,530 shares, or 21.2% of the outstanding shares. Abstaining from Voting 37,810 shares, or 0.7% of the outstanding shares. The transaction requires a majority of the Company's 5,493,287 shares, or 2,746,644 shares, to approve the transaction. "The deadline for voting on the sale of DCMS was extended so that a majority of shares outstanding would have a voice in the transaction," stated William R. Council, Chief Executive Officer. "We intend to re-solicit votes from those shareholders that have not voted on the transaction. Shareholders who have already voted will also have the opportunity to change their vote until the extended deadline of November 21st." "The Company believes the shareholders should approve this transaction in order to afford the Company the best chance to continue the orderly repayment of creditors and the extension of the January 2004 maturities of certain debt agreements," continued Mr. Council. "In addition, the Company believes that this is an opportune time to conclude a sale of DCMS due to the expiration of certain significant leases and management contracts in the coming months. The Company encourages all shareholders to exercise their right to vote on this important issue." If approved, Advocat would sell DCMS to DCMS Holding, Inc., a privately-owned Ontario corporation, for $16.5 million Canadian (approximately $12 million U.S. dollars). The transaction includes 14 nursing homes and 24 assisted living facilities in the Canadian provinces of Ontario, British Columbia and Alberta operated by DCMS. Advocat has signed a definitive agreement to sell DCMS pending shareholder and regulatory approval. Under terms of the agreement, the purchaser has deposited $1 million Canadian in escrow and Advocat will receive the deposit and $7.5 million Canadian at closing plus a note for $8.0 million Canadian payable over five years. The proceeds from the transaction will be used to pay down debt under Advocat's bank credit facility. Forward-looking statements made in this release involve a number of risks and uncertainties, including but not limited to, changes in Canadian exchange rates, regulatory approval, uncertainty regarding the Company's ability to restructure or refinance its debt, the impact of under insured professional liability claims, factors affecting the long-term care industry in general, governmental reimbursement, government regulation, health care reforms, the impact of future licensing surveys, changing economic and market conditions and other risk factors detailed in the Company's Securities and Exchange Commission filings. Advocat Inc. is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services. Advocat Inc. provides long-term care services to nursing home patients and residents of assisted living facilities in 9 states, primarily in the Southeast, and three provinces in Canada. For additional information about the Company, visit Advocat's web site: http://www.irinfo.com/avc -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1


ADVOCAT INC.
277 MALLORY STATION ROAD, SUITE 130
FRANKLIN, TENNESSEE  37067
(615) 771-7575

                                                                    NEWS RELEASE
- --------------------------------------------------------------------------------
Contact: William R. Council, III
         Chief Executive Officer


             ADVOCAT EXTENDS DEADLINE FOR VOTING ON DCMS TRANSACTION

FRANKLIN, Tenn. - (November 3, 2003) - Advocat Inc. (NASDAQ OTC: AVCA) today
announced that it extended the deadline for shareholders to vote on the
transaction to sell its wholly owned Canadian subsidiary, Diversicare Canada
Management Services Co., Inc. (DCMS) to November 21, 2003. A majority of
Advocat's shares outstanding were neither voted to approve nor deny the
transaction at the meeting today.

Shareholders cast the following votes as of today regarding the DCMS
transaction:

                                            
Voting in Favor of the DCMS transaction:       2,443,248 shares, or 44.5% of the outstanding shares.
Voting Against the DCMS transaction:           1,162,530 shares, or 21.2% of the outstanding shares.
Abstaining from Voting                         37,810 shares, or 0.7% of the outstanding shares.



The transaction requires a majority of the Company's 5,493,287 shares, or
2,746,644 shares, to approve the transaction.

"The deadline for voting on the sale of DCMS was extended so that a majority of
shares outstanding would have a voice in the transaction," stated William R.
Council, Chief Executive Officer. "We intend to re-solicit votes from those
shareholders that have not voted on the transaction. Shareholders who have
already voted will also have the opportunity to change their vote until the
extended deadline of November 21st."

"The Company believes the shareholders should approve this transaction in order
to afford the Company the best chance to continue the orderly repayment of
creditors and the extension of the January 2004 maturities of certain debt
agreements," continued Mr. Council. "In addition, the Company believes that this
is an opportune time to conclude a sale of DCMS due to the expiration of certain
significant leases and management contracts in the coming months. The Company
encourages all shareholders to exercise their right to vote on this important
issue."

If approved, Advocat would sell DCMS to DCMS Holding, Inc., a privately-owned
Ontario corporation, for $16.5 million Canadian (approximately $12 million U.S.
dollars). The transaction includes 14 nursing homes and 24 assisted living
facilities in the Canadian provinces of Ontario, British Columbia and Alberta
operated by DCMS.

Advocat has signed a definitive agreement to sell DCMS pending shareholder and
regulatory approval. Under terms of the agreement, the purchaser has deposited
$1 million Canadian in escrow and Advocat



will receive the deposit and $7.5 million Canadian at closing plus a note for
$8.0 million Canadian payable over five years. The proceeds from the transaction
will be used to pay down debt under Advocat's bank credit facility.

Forward-looking statements made in this release involve a number of risks and
uncertainties, including but not limited to, changes in Canadian exchange rates,
regulatory approval, uncertainty regarding the Company's ability to restructure
or refinance its debt, the impact of under insured professional liability
claims, factors affecting the long-term care industry in general, governmental
reimbursement, government regulation, health care reforms, the impact of future
licensing surveys, changing economic and market conditions and other risk
factors detailed in the Company's Securities and Exchange Commission filings.
Advocat Inc. is not responsible for updating the information contained in this
press release beyond the published date, or for changes made to this document by
wire services or Internet services.

Advocat Inc. provides long-term care services to nursing home patients and
residents of assisted living facilities in 9 states, primarily in the Southeast,
and three provinces in Canada.

     For additional information about the Company, visit Advocat's web site:
                           http://www.irinfo.com/avc