-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BN0LiJK2h9MNB43ibqTCIpKNIed2b+8pctvtie0ydTP8+o1NguDiAoxuxoNuK7QV 1vGQM4CqYadv58VX1d28FQ== 0000950144-05-006528.txt : 20050615 0000950144-05-006528.hdr.sgml : 20050614 20050615164423 ACCESSION NUMBER: 0000950144-05-006528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVOCAT INC CENTRAL INDEX KEY: 0000919956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621559667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 05897943 BUSINESS ADDRESS: STREET 1: 277 MALLORY STATION RD STREET 2: STE 130 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 227 MALLORY STATION ROAD STREET 2: SUITE 130 CITY: FRANKLIN STATE: TN ZIP: 37064 8-K 1 g95881e8vk.htm ADVOCAT INC. - FORM 8-K ADVOCAT INC. - FORM 8-K
Table of Contents

UNITED STATES
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)
June 15, 2005 (June 15, 2005)

ADVOCAT INC.

(Exact name of registrant as specified in its charter)
         
Delaware   001-12996   62-1559667
         
(State or other jurisdiction of   (Commission File   (Employer Identification
incorporation)   Number)   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)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE 06/15/05

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

     On June 15, 2005 Advocat Inc. (the “Company”) entered into a Second Amendment to Consolidated Amended and Restated Master Lease to provide for the renovation of seven nursing home facilities that are currently leased pursuant to the Master Lease. The owner of the facilities will provide up to $5 million in capital over the next 18 months to fund the renovations. A press release announcing this amendment is attached as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

         
Number   Exhibit
  99.1    
Press release dated June 15, 2005

 

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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 hereunto duly authorized.
         
  ADVOCAT INC.
 		  
  By:   /s/ L. Glynn Riddle, Jr.    
    L. Glynn Riddle, Jr   
    Chief Financial Officer   
 

Date: June 15, 2005

 

Table of Contents

EXHIBIT INDEX

         
Number   Exhibit
  99.1    
Press Release dated June 15, 2005.

 

EX-99.1 2 g95881exv99w1.txt EX-99.1 PRESS RELEASE 06/15/05 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 TO RENOVATE SEVEN LEASED NURSING HOME FACILITIES ---------------- LESSOR TO PROVIDE $5 MILLION IN CAPITAL TO FUND RENOVATIONS FRANKLIN, Tenn. - (June 15, 2005) - Advocat Inc. (NASDAQ OTC: AVCA) today announced that it plans to renovate seven nursing home facilities that it currently leases from Sterling Acquisition Corp., a wholly-owned subsidiary of Omega Healthcare Investors, a publicly owned REIT. Sterling will provide up to $5 million in capital over the next 18 months to fund the renovations. "We plan to significantly upgrade seven facilities that we lease from Sterling," stated William R. Council, III, Chief Executive Officer of Advocat. "The capital improvements will focus on updating both the interior and exterior of these facilities that are 20-40 year old. We identified facilities having an opportunity to increase occupancy and believe the capital improvements will be an important part in attracting new residents." As part of the agreement, Sterling will advance funds to Advocat for capital improvements made to the facilities on or before December 31, 2006. The annual base rent related to these facilities will be increased to reflect the amount of capital improvements made to the respective facilities. "The funding from Sterling will allow us to significantly update these seven facilities," continued Mr. Council. "We anticipate our staff and existing residents will benefit from the renovations and other upgrades. In addition, we expect these facilities to be more marketable after the renovations are complete, improving our opportunities to build our occupancy rates in these select markets." Forward-looking statements made in this release involve a number of risks and uncertainties, including but not limited to, uncertainty regarding the Company's ability to restructure or refinance its debt, the impact of under-insured professional liability claims, the accuracy of the Company's estimate of its anticipated professional liability expense, 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. The Company has provided additional information in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as well as in other filings with the Securities and Exchange Commission, which readers are encouraged to review for further disclosure of other factors that could cause actual results to differ materially from those indicated in the forward-looking statements. 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 nine states, primarily in the Southeast. For additional information about the Company, visit Advocat's web site: http://www.irinfo.com/avc ### -----END PRIVACY-ENHANCED MESSAGE-----