-----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, VUgrRa9cIiODDODcud8YAP/44RBniegkSNPk9h8l6lYymNGs1/1O0NwcSHXpYky6 VeI7rSLFEj6AxvyXMlpYVQ== 0000950144-06-002521.txt : 20060320 0000950144-06-002521.hdr.sgml : 20060320 20060320171905 ACCESSION NUMBER: 0000950144-06-002521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060317 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060320 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: 06699387 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 g00349e8vk.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)
March 20, 2006 (March 17, 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 Identification
incorporation)   Number)   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 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE 03/20/06


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Item 1.01. Entry into a Material Definitive Agreement.
     On March 17, 2006 Advocat Inc. (the “Company”) entered into an Eighth Amendment to Master Amendment to Loan Documents and Agreement effective January 29, 2006 by and between the Company, certain of its subsidiaries and AMSOUTH BANK. A press release announcing this agreement is attached as an exhibit hereto.
Item 9.01. Financial Statements and Exhibits.
     (c) Exhibits
         
Number   Exhibit
  99.1    
Press release dated March 20, 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/ Glynn Riddle, Jr.    
    L. Glynn Riddle, Jr.   
    Chief Financial Officer   
 
Date: March 20, 2006

 


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EXHIBIT INDEX
         
Number   Exhibit
  99.1    
Press Release dated March 20, 2006.

 

EX-99.1 2 g00349exv99w1.txt EX-99.1 PRESS RELEASE 03/20/06 EXHIBIT 99.1 (ADVOCAT LOGO) Contact: William R. Council III C. Rodney O'Connor President and Chief Executive Officer Cameron Associates (615) 771-7575 (212) 554-5470 ADVOCAT EXTENDS MATURITIES ON CERTAIN DEBT ------------------------------------------------------------- ANNOUNCES CONFERENCE CALL FOR YEAR END 2005 OPERATING RESULTS BRENTWOOD, TENN. (MARCH 20, 2006) - Advocat Inc. (NASDAQ OTC: AVCA) today announced that it executed an agreement to extend the maturities of its working capital line of credit and other borrowings with its primary commercial bank lender. The extension relates to notes with a total balance outstanding of $5.3 million and also includes the Company's $2.3 million working capital line of credit. There is currently no balance outstanding under the line of credit. Under the terms of the agreement, the bank has agreed to extend the maturity dates for the indebtedness for two years to January 29, 2008. The agreement also amended certain covenants of the notes to bring Advocat into compliance with such covenants. Other terms of the debt remain unchanged. "This two year debt extension is a significant accomplishment in the Company's turnaround, noted William R. Council, III, chief executive officer of Advocat. "We continue to have an excellent working relationship with the bank and are grateful for its support." YEAR END CONFERENCE CALL A conference call has been scheduled to discuss the fourth quarter and year end results for the period ended December 31, 2005, which the Company will release on March 29, 2006 after the market closes. The conference call information is as follows: Date: Thursday, March 30, 2006 Time: 1:00 P.M. Central Time, 2:00 P.M. Eastern Webcast Address: http://phx.corporate-ir.net/playerlink.zhtml?c=77083&s=wm&e=1235156 Dial in numbers: (866) 277-1184 (domestic) or (617) 597-5360 (international) Passcode: 77584680
A replay of the conference call will be accessible two hours after its completion through April 13, 2006 by dialing (617) 801-6888 and entering passcode 75328937. FORWARD-LOOKING STATEMENTS Forward-looking statements made in this release involve a number of risks and uncertainties, including but not limited to, 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-
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