-----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, Erb9h468DCq977h7Xib733/Z4NfoEDX632aBOqjc5SM66NA3+4gkqyKbyFcij3qV VAM2176vmGGfNGpfRRiFZQ== 0000950144-09-004636.txt : 20090528 0000950144-09-004636.hdr.sgml : 20090528 20090528113917 ACCESSION NUMBER: 0000950144-09-004636 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090528 DATE AS OF CHANGE: 20090528 EFFECTIVENESS DATE: 20090528 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 09856463 BUSINESS ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 DEFA14A 1 g19296defa14a.htm ADVOCAT INC. 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
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Exchange Act of 1934
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  Definitive proxy statement
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Advocat Inc.
 
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On May 28, 2009, Chad A. McCurdy filed an amendment to his Schedule 13D. As part of that filing, Mr. McCurdy included the following statement.
Statement by Chad McCurdy
I have received several calls and several messages asking me if I have voted my shares and how I voted. I was part of the nominating process and have voted my shares in favor of retaining Mr. Council and Mr. Brame as members of the Board of Directors. Mr. Council is CEO of the company and should remain on the board unless he no longer serves in that position. Mr. Brame is an experienced operator that has provided a lot of insight into the operations of the business including some of the efforts currently underway to reduce our professional liability issues.
Skilled nursing facility management is not an exact science. We operate facilities in a variety of markets ranging from NFL cities to small towns with barely more than 1,000 residents. The needs of the business vary from state to state and even from facility to facility. I realize that a number of comparisons have been made between Advocat and other operators using a number of metrics. If you look at the top level occupancy numbers for our facilities at first glance it appears that we greatly lag the industry. But the numbers themselves do not tell the full story.
Many of our facilities are substantially older than our public peers. When these facilities were originally licensed there were 3 and 4 beds per room. Since the industry is now much more competitive that configuration is no longer marketable, and we now house fewer patients per room. Despite this change, our occupancy calculation can not always take this into account, resulting in an apparent lower percentage. Moreover, if you look at our occupancy by state we are close to the state averages and in some cases we exceed the state averages.
Both Risk Metrics and Glass Lewis, Institutional Advisory firms, have recommended that shareholders vote the company’s white proxy. Glass Lewis has recommended that shareholders vote in favor of the Board Nominees and Risk Metrics has recommended that shareholders vote the white proxy and abstain with respect to the company Nominees. Neither of them recommends voting with the dissident shareholders and I concur.
Being a large shareholder or having investment banking relationships does not by itself add additional value to our board. I have numerous relationships with investment bankers at very large and well respected firms as do other members of your board. We listen to what our current bankers tell and draw upon other relationships for further advice and counsel.
At this time we have three top priorities that the board and management need to be focused upon. First, we need to hire the right person to head the operations of the company. Second, we need to finish executing our plan to better manage professional liability expenses and keep more of the earnings we are generating. Third, we need to continue our focus on driving census and getting costs back inline with revenues.
I don’t think anyone is happy with our stock at its current price level. I have continued to purchase shares since I have been on the board because I believe that there is significant value represented in the company’s shares and at some point that value will be realized. The board will continue to make changes in the business as warranted and I believe that we have the right mix of skills represented on the board today. I want to encourage all of you to vote your shares on the white proxy, and I hope you will support the candidates the board has recommended.

 

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