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 21, 2003

ADVOCAT INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-12996	62-1559667
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		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 11/21/03

Item 5. Other Events.

     For the purpose of informing the market, the Registrant announces that its shareholders have approve the sale of its Canadian subsidiary for $16.5 million Canadian. The transaction is still subject to certain regulatory approval.

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

(c) Exhibits

Number	Exhibit
99.1	Press Release dated November 21, 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 21, 2003

Exhibit Index

Exhibit No.
99.1	Press release dated November 21, 2003.

EX-99.1 3 g86075exv99w1.txt EX-99.1 PRESS RELEASE 11/21/03 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 SHAREHOLDERS APPROVE SALE OF DCMS FRANKLIN, Tenn. - (November 21, 2003) - Advocat Inc. (NASDAQ OTC: AVCA) today announced that shareholders approved the sale of its wholly owned Canadian subsidiary, Diversicare Canada Management Services Co., Inc. (DCMS) at its special shareholders' meeting held today. Approximately 65% of shareholders voting on the proposal voted in favor of the transaction. Shareholders cast the following votes at today's meeting on the DCMS transaction: Voting in Favor of the DCMS transaction: 2,814,037 shares, or 51.2% of the outstanding shares. Voting Against the DCMS transaction: 1,434,784 shares, or 26.1% of the outstanding shares. Abstaining from Voting: 43,010 shares, or 0.8% of the outstanding shares. "We are pleased that shareholders voted to approve the DCMS transaction since we believe it is in the best interest of shareholders as the transaction affords Advocat the best chance to maximize the value of this asset and to obtain an extension of the January 2004 maturities of certain debt agreements, which extension would allow the Company to work toward an orderly repayment of its creditors," stated William R. Council, III, president and chief executive officer of Advocat, Inc. "We plan to use the proceeds from the transaction to pay down debt under Advocat's bank credit facility." Under terms of the agreement, Advocat will sell DCMS to DCMS Holding, Inc., a privately-owned Ontario corporation, for $16.5 million Canadian (approximately $12.6 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. 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 transaction is subject to regulatory approval. 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 SHAREHOLDERS APPROVE SALE OF DCMS

FRANKLIN, Tenn. - (November 21, 2003) - Advocat Inc. (NASDAQ OTC: AVCA) today
announced that shareholders approved the sale of its wholly owned Canadian
subsidiary, Diversicare Canada Management Services Co., Inc. (DCMS) at its
special shareholders' meeting held today. Approximately 65% of shareholders
voting on the proposal voted in favor of the transaction.

Shareholders cast the following votes at today's meeting on the DCMS
transaction:

                                         
Voting in Favor of the DCMS transaction:    2,814,037 shares, or 51.2% of the outstanding shares.
Voting Against the DCMS transaction:        1,434,784 shares, or 26.1% of the outstanding shares.
Abstaining from Voting:                        43,010 shares, or   0.8% of the outstanding shares.



"We are pleased that shareholders voted to approve the DCMS transaction since
we believe it is in the best interest of shareholders as the transaction affords
Advocat the best chance to maximize the value of this asset and to obtain an
extension of the January 2004 maturities of certain debt agreements, which
extension would allow the Company to work toward an orderly repayment of its
creditors," stated William R. Council, III, president and chief executive
officer of Advocat, Inc. "We plan to use the proceeds from the transaction to
pay down debt under Advocat's bank credit facility."

Under terms of the agreement, Advocat will sell DCMS to DCMS Holding, Inc., a
privately-owned Ontario corporation, for $16.5 million Canadian (approximately
$12.6 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. 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 transaction is subject to regulatory approval.

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