-----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, POL/oc9otFLCGyofJUCjV6vRZgwPHB90T/K25ylvEwwJDW4k6Czf0guTY/lhiVNI k3bYXthWxyo4yPIptpZ4mA== 0001157523-06-005723.txt : 20060601 0001157523-06-005723.hdr.sgml : 20060601 20060601092022 ACCESSION NUMBER: 0001157523-06-005723 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 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: 06878619 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 a5160471.txt ADVOCAT INC. 8-K 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) ------------------------------------------------ June 1, 2006 ADVOCAT INC. ------------ (Exact name of registrant as specified in its charter) Delaware 001-12996 62-1559667 -------- --------- ---------- (State or other jurisdiction (Commission File (Employer Identification of incorporation) Number) Number) 1621 Galleria Boulevard, Brentwood, TN 37027 ---------------------------------------------- (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On June 1, 2006, Advocat Inc. (the "Company") announced the extension of an agreement to sell the Company's one remaining assisted living facility in North Carolina. A press release announcing this extension is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Number Exhibit ------ ------- 99.1 News Release dated June 1, 2006. 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 thereunto duly authorized. ADVOCAT INC. By: /s/ L. Glynn Riddle, Jr. ------------------------------- L. Glynn Riddle, Jr. Chief Financial Officer Date: June 1, 2006 EXHIBIT INDEX - ------------- Number Exhibit - ------ ------- 99.1 News Release dated June 1, 2006. EX-99.1 2 a5160471ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Advocat Inc. Announces Extension of Agreement to Sell Assisted Living Facility BRENTWOOD, Tenn.--(BUSINESS WIRE)--June 1, 2006--Advocat Inc. (OTCBB:AVCA) today announced it has extended its previously announced agreement to sell one assisted living facility in North Carolina. The Company's one remaining assisted living facility in North Carolina is under contract to sell for approximately $4 million. This sale is subject to customary contingencies, including the purchaser obtaining financing and completing due diligence. This sale was initially expected to close in the second quarter, but the closing date has been extended to allow the purchaser more time to complete due diligence. The sale is now expected to close by the end of the third quarter of 2006, although no assurances can be given that the sale will be completed. Advocat Inc. 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. 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. CONTACT: Advocat Inc. William R. Council, III, 615-771-7575 or Investor Relations: Cameron Associates Rodney O'Connor, 212-554-5470 -----END PRIVACY-ENHANCED MESSAGE-----