UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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:
o
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Preliminary proxy statement | |
o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o
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Definitive proxy statement | |
x
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Definitive Additional Materials | |
o
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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)
| Payment of Filing Fee (Check the appropriate box): | ||||||
| x | No fee required. | |||||
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
| (1 | ) | Title of each class of securities to which transaction applies: | ||||
| (2 | ) | Aggregate number of securities to which transaction applies: | ||||
| (3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
| (4 | ) | Proposed maximum aggregate value of transaction: | ||||
| (5 | ) | Total fee paid: | ||||
| o | Fee paid previously with preliminary materials. | |||||
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
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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 |
Significant Shareholder and Director States
His Support for Advocat’s Nominees
His Support for Advocat’s Nominees
BRENTWOOD, Tenn., (May 28, 2009) — Advocat Inc. (NASDAQ: AVCA) today announced that Chad McCurdy,
a significant shareholder and a director of Advocat has expressed his support for the Company’s
Nominees. In a statement filed by Mr. McCurdy in an amendment to his Schedule 13D Mr. McCurdy
stated:
“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.”
William
R. Council, III stated “Advocat is glad to have the support of its largest shareholder. The Company is also glad that
neither RiskMetrics’ nor Glass Lewis’ reports recommended voting for the Bristol Investment Fund
Ltd. nominees. While the proxy advisory firms noted reservation regarding their support for the
Company, Glass Lewis recommended voting for Advocat’s nominees and RiskMetrics recommended withhold
votes but using the Company’s WHITE proxy card.”
YOUR VOTE IS IMPORTANT.
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
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.
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.
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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