-----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, TJ2EbNDUNhOkz0svh9cE3MtXMJ9otm31dWElAIA0M0MnjvmZQ4w1VGGlBGreCBdY F5Irz6JdrsPfI6J1/cO3dA== 0000950144-06-005103.txt : 20060516 0000950144-06-005103.hdr.sgml : 20060516 20060516150001 ACCESSION NUMBER: 0000950144-06-005103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060515 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 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: 06845500 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 g01639e8vk.htm ADVOCAT INC. 8-K ADVOCAT INC. 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)
May 16, 2006 (May 15, 2006)
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)
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 2.01. Completion of Acquisition or Disposition of Assets
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE


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Item 2.01. Completion of Acquisition or Disposition of Assets
On May 15, 2006 Advocat Inc. (the “Company”) closed the sale of 11 assisted living facilities in North Carolina for approximately $11 million to Agemark Acquisition, LLC, a North Carolina limited liability company. The net proceeds will be used to reduce debt. A press release regarding this announcement is attached as an exhibit hereto.
Item 9.01. Financial Statements and Exhibits.
     (c) Exhibits
         
Number   Exhibit
  99.1    
Press release dated May 16, 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: May 16, 2006

 


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EXHIBIT INDEX
         
Number   Exhibit
  99.1    
Press Release dated May 16, 2006.

 

EX-99.1 2 g01639exv99w1.txt EX-99.1 PRESS RELEASE 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 ANNOUNCES SALE OF 11 ASSISTED LIVING FACILITIES BRENTWOOD, TENN. -- (MAY 16, 2006) -- Advocat Inc. (OTC BB: AVCA) today announced that it closed the sale of 11 assisted living facilities in North Carolina for approximately $11 million. The net proceeds will be used to reduce debt. Advocat provides long term care services to nursing home patients in eight states, primarily in the southeast. The company has 43 centers containing 4,505 licensed nursing beds. Mr. William Council, CEO of Advocat stated, "We are pleased to have the sale of these facilities closed. This sale will allow us to focus our attention on our core business of managing nursing home centers and to repay debt." The Company's one remaining assisted living facility in North Carolina is under contract to sell for approximately $4 million. This sale is expected to close in the second quarter, although no assurances can be given. FORWARD-LOOKING STATEMENTS Forward-looking statements made in this release involve a number of risks and uncertainties, including but not limited to, uncertainty regarding our ability to complete the described transaction, the ability to restructure the remaining debt, changes in governmental reimbursement, government regulation and health care reforms, the increased cost of borrowing under our credit agreements, covenant waivers from our lenders, possible amendments to our credit agreements, ability to control ultimate professional liability costs, the accuracy of our estimate of our anticipated professional liability expense, the impact of future licensing surveys, the outcome of regulatory proceedings alleging violations of laws and regulations governing quality of care or violations of other laws and regulations applicable to our business, changing economic conditions as well as 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, 2005, 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. For additional information about the Company, visit Advocat's web site: http://www.irinfo.com/avc - -------------------------
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