-----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, I0pHS+ZziiB4vcpccaQLLzQuvPmh78jF0sEAqI84GI8Pl4+dufXxrbjT1etR7bE+ 0k+HSYEunVzZk8fq2vdbjQ== 0000950144-05-007179.txt : 20050706 0000950144-05-007179.hdr.sgml : 20050706 20050706163236 ACCESSION NUMBER: 0000950144-05-007179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050706 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 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: 05941106 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 g96194e8vk.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)
July 6, 2005 (July 6, 2005)

ADVOCAT INC.

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

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

     On July 6, 2005 Advocat Inc. (the “Company”) entered into a Purchase and Sale Agreement to provide for the purchase of Briarcliff Health Care Center, a 120-bed skilled nursing facility in Oak Ridge, Tennessee. The Company is the current operator of this facility under a lease agreement. Under the terms of the agreement, the Company will acquire the nursing home for a purchase price of approximately $6.7 million. A press release announcing this purchase is attached as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

         
Number   Exhibit
  99.1    
Press release dated July 6, 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: July 6, 2005

 

Table of Contents

EXHIBIT INDEX

         
Number   Exhibit
  99.1    
Press Release dated July 6, 2005.

 

EX-99.1 2 g96194exv99w1.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 ANNOUNCES PURCHASE OF LEASED FACILITY FRANKLIN, Tenn. - (July 6, 2005) - Advocat Inc. (NASDAQ OTC: AVCA) announced today it signed an agreement to purchase Briarcliff Health Care Center, a 120-bed skilled nursing facility in Oak Ridge, Tennessee. Advocat is the current operator of this facility under a lease agreement that was to expire in February 2006. Under the terms of the agreement, Advocat will acquire the nursing home for a purchase price of approximately $6.7 million and terminate the lease agreement. Commenting on the purchase, Chief Executive Officer William R. Council, III said, "Briarcliff is one of our best facilities and was recognized as our Tennessee home of the year in 2004. We have operated the home under a lease agreement since 1990. We are very happy to keep this facility in our family." The purchase is subject to the completion of financing on acceptable terms, regulatory approval, and other conditions. The Company is negotiating financing arrangements with a commercial finance company. The Company expects to close on this transaction during the third quarter of 2005. 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-----