-----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, TteWuE457UYCpNe0ZL1ssaVhJsMIeNf+FJaZZupDh+d0ToyhXX/7ylQ6iS6VcdP4 hooLpapf9UyGHA0NdP2D6Q== 0000950144-06-000050.txt : 20060104 0000950144-06-000050.hdr.sgml : 20060104 20060104165936 ACCESSION NUMBER: 0000950144-06-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060104 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 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: 06508718 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 g99075e8vk.htm ADVOCAT INC. - FORM 8-K ADVOCAT INC. - FORM 8-K
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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)
January 4, 2006 (January 4, 2006)
ADVOCAT INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-12996   62-1559667
         
(State or other jurisdiction of   (Commission File   (Employer
incorporation)   Number)   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))

 


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Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED JANUARY 4, 2006.


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Item 8.01. Other Events
On January 4, 2006 Advocat Inc. (the “Company”) announced the extension of leases on four Florida nursing homes and the termination of agreement to sell one North Carolina assisted living facility. A press release regarding these announcements is attached as an exhibit hereto.
Item 9.01. Financial Statements and Exhibits.
     (c) Exhibits
         
Number   Exhibit
  99.1    
Press release dated January 4, 2006

 


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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: January 4, 2006

 


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EXHIBIT INDEX
         
Number   Exhibit
  99.1    
Press Release dated January 4, 2006.

 

EX-99.1 2 g99075exv99w1.txt EX-99.1 PRESS RELEASE DATED JANUARY 4, 2006. 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 EXTENSION OF LEASES ON FOUR FLORIDA NURSING HOMES ------------ Announces Termination of Agreement to Sell One North Carolina Assisted Living Facility BRENTWOOD, Tenn. - (January 4, 2006) - Advocat Inc. (NASDAQ OTC: AVCA) today announced that it has signed an agreement to extend the lease of four Florida nursing homes for an additional term of four years. The Company also announced that an agreement to sell one assisted living facility in North Carolina was terminated by the buyer. The facility is unrelated to the previously announced transaction to sell 11 assisted living facilities in North Carolina. Advocat's lease for the four nursing homes in Florida was to expire December 31, 2005. Under terms of the new agreement, the lease term was extended through February 2010. The four nursing homes are subject to mortgages held by Omega Healthcare Investors, Inc. ("Omega") and Advocat makes the lease payments directly to Omega. In November 2005, Advocat announced the sale for all its North Carolina assisted living facilities in two transactions. The termination of the agreement to sell the single facility for $3.5 million is unrelated to the agreement to sell the remaining 11 facilities for approximately $11 million to Agemark Acquisition, LLC, a North Carolina limited liability company. Advocat will continue to list the single facility for sale and expects the transaction with Agemark to close sometime during the first quarter of 2006. 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, 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
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