-----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, P0DeYW5aMd/ybyip4OPqve9usvX9gG//2Fl+360wzQL5PsbihoK71XXTWOUAGZAf v6+TscCB/205EWKVVr2cuA== 0000950144-05-012267.txt : 20051129 0000950144-05-012267.hdr.sgml : 20051129 20051129144521 ACCESSION NUMBER: 0000950144-05-012267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051128 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 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: 051231448 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 g98579e8vk.htm ADVOCAT INC. ADVOCAT INC.
 

 
 
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)
November 29, 2005 (November 28, 2005)
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) 		  (Employer
Identification Number)
1621 Galleria Boulevard Brentwood, TN 37027-2926
(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))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
     On November 28, 2005 Advocat Inc. (the “Company”) entered into a definitive agreement to sell eleven assisted living facilities located in North Carolina to Agemark Acquisition, LLC, a North Carolina limited liability company. A press release announcing this agreement is attached as an exhibit hereto.
Item 2.06 Material Impairments
     As a result of entering into the definitive agreement to sell the 11 assisted living facilities, the board of directors concluded on November 28, 2005 that a material charge for impairment to these assets is required under generally accepted accounting principles as described in the press release attached as an exhibit hereto.
Item 9.01. Financial Statements and Exhibits.
     (c) Exhibits
     
Number   Exhibit
99.1
  Press release dated November 29, 2005

 

 

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: November 29, 2005

 

 

EXHIBIT INDEX
     
Number   Exhibit
99.1
  Press release dated November 29, 2005

 

EX-99.1 2 g98579exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 ADVOCAT INC. 1621 GALLERIA BOULEVARD BRENTWOOD, TENNESSEE 37027 (615) 771-7575 NEWS RELEASE - -------------------------------------------------------------------------------- Contact: William R. Council, III President and Chief Executive Officer ADVOCAT ANNOUNCES PLANS TO SELL NORTH CAROLINA ASSISTED LIVING FACILITIES BRENTWOOD, Tenn. - (November 29, 2005) - Advocat Inc. (NASDAQ OTC: AVCA) today announced that it has signed a definitive agreement to sell eleven assisted living facilities located in North Carolina to Agemark Acquisition, LLC, a North Carolina limited liability company. The sales price is approximately $11 million, to be paid at closing. Closing is contingent on the purchaser's ability to obtain licenses to operate the buildings. The closing is expected to occur during the first quarter of 2006. A pre-tax charge of approximately $4.5 million to $5.0 million will be recorded in the fourth quarter of 2005 to reduce the carrying value of these 11 facilities to the amount expected to be realized from the proceeds of the sale, after payment of estimated transaction costs. Advocat operates one additional assisted living facility in North Carolina. The Company has executed an agreement to sell this facility for a sales price of approximately $3.5 million, subject to the satisfactory completion of due diligence. The buyer of this facility has until the end of the year to conduct due diligence. If completed, this transaction will result in a pre-tax gain of approximately $1.3 million in the quarter the facility is sold. "This sale will allow us to focus on our nursing home operations and reduce our overall debt," stated William R. Council, Chief Executive Officer. "Though we worked to stabilize the North Carolina operations, we were not making meaningful progress toward positive operating results, as the facilities continued to produce negative cash flow and operate at a loss." Mortgage debt on the North Carolina buildings is approximately $18 million. The company expects net proceeds (after costs and commissions) from these transactions will leave a debt balance of approximately $4.5 million to $5.0 million, which it intends to finance with a term loan from the existing lender, secured by other properties currently financed by this lender. FORWARD-LOOKING STATEMENTS 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 complete all of the described transactions and restructure the remaining debt, 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-----