ADVOCAT INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary proxy statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive proxy statement |
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Definitive Additional Materials |
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Soliciting Material pursuant to § 240.14a-12 |
Advocat Inc.
(Name of Registrant as Specified In Its charter)
(Name of Person(s) Filing proxy statement, if other than the Registrant)
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identify the filing for which the offsetting fee was paid previously. Identify the previous
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On May 27, 2009, Advocat issued the following press release.
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Company Contact:
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Investor Relations: |
William R. Council, III
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Cameron Associates |
President and CEO
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Rodney O’Connor |
(615) 771-7575
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(212) 554-5470 |
Advocat
Announces Two Major Proxy Advisory Service Firms
Recommend Voting the Company’s Proxy Card
BRENTWOOD, Tenn., (May 27, 2009) — Advocat Inc. (NASDAQ: AVCA) today announced that both
RiskMetrics Group (formerly ISS) and Glass Lewis & Co., two leading independent proxy advisory
firms, recommend that shareholders vote the Company’s WHITE proxy card and not vote the proxy card
provided by the dissident shareholder, Bristol Investment Fund Ltd. (“Bristol”). Both firms noted
the lack of relevant experience of the Bristol nominees, and neither firm recommended voting for
the dissident’s director candidates.
In its report, RiskMetrics commented:
“In contrast we note the dissident nominees lack a direct background in skilled home nursing
operations.”
“In contested director elections, dissidents need to prove that they are better suited to
effect change than the incumbent directors as well as highlight the particular skill sets
they will bring to the board. It is in this regard that we view the dissidents’ argument is
lacking.”
“However, the dissident nominees do not appear to have relevant industry experience;
therefore, we recommend that shareholders vote on the WHITE proxy card.”
Glass Lewis noted:
“Given that the Dissident lacks a strategic plan, that its nominees do not have public
company board experience and have less health care industry experience than the incumbent
nominees as well as the board’s responsiveness to shareholder concerns, we will refrain from
withholding support from the incumbent nominees. Accordingly, we recommend that
shareholders vote for both nominees.”
YOUR VOTE IS IMPORTANT.
We have expressed our substantial reservations about Bristol’s nominees as candidates for the
Board. We believe that neither Mr. Kessler nor Mr. McKilligan merits election to the Board. We say
again that we see no evidence in Bristol’s proxy materials that either candidate has any
experience in the areas of long term care, multi-location operations or public company board
service. We are glad that both RiskMetrics and Glass Lewis have agreed with us on this issue.
Please discard Bristol’s proxy card and sign, date and mail the Company’s enclosed WHITE proxy
card at your first convenience. Your vote is important, so please act promptly. If you have already
voted using Bristol’s proxy card, you can still revoke it by voting the WHITE proxy card. If you
any questions or need assistance in submitting your vote, please contact D. F. King & Co., Inc.,
which is assisting your Company.
Shareholders call toll free: (800) 628-8536
Banks and Brokers call collect: (212) 269-5550
Advocat provides long term care services to patients in 50 skilled nursing centers containing 5,773
licensed nursing beds, primarily in the Southeast and Southwest. For additional information about
the Company, visit Advocat’s web site: http://www.irinfo.com/avc.
Additional Information and Where To Find It
This letter may be deemed to be solicitation material in respect of the matters to be considered at
the 2009 annual meeting of shareholders. The Company has filed the definitive proxy statement with
the Securities and Exchange Commission (“SEC”) on May 5, 2009. Investors and shareholders are urged
to read the proxy statement, the white proxy card and any other relevant documents filed or that
will be filed with the SEC because they contain important information. Investors and shareholders
may obtain the proxy statement and other relevant documents free of charge at the SEC’s Web site,
www.sec.gov; at Advocat’s website, www.irinfo.com/AVC; or from Advocat Inc., 1621 Galleria
Boulevard, Brentwood, Tennessee 37027.
Participants in Solicitation
Advocat and its directors and certain executive officers may be deemed to be participants in the
solicitation of proxies in respect of the matters to be considered at the 2009 annual meeting of
shareholders. Information regarding the interests of Advocat’s directors and executive officers in
the proxy contest is included in Advocat’s definitive proxy statement.
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