-----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, DmTVvn7UKF/H3OYwyieLzI/DMa5wJEtr1wkQkJ3CmEnHHfNqJCDY0nS2BgdGnoMn X+8AqQEwp3FeAzC1vdjNGg== 0001193125-07-114860.txt : 20070515 0001193125-07-114860.hdr.sgml : 20070515 20070515104154 ACCESSION NUMBER: 0001193125-07-114860 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 EFFECTIVENESS DATE: 20070515 SUBJECT COMPANY: 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 07850081 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON TODD P CENTRAL INDEX KEY: 0001083174 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 2307 PRINCESS ANN ST CITY: GREENSBORO STATE: NC ZIP: 27408 DFAN14A 1 ddfan14a.htm DFAN14A DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant ¨   Filed by a Party other than the Registrant þ

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

¨  Definitive Additional Materials

 

þ  Soliciting Material Pursuant to §240.14a-12

 

 

ADVOCAT INC.


(Name of Registrant as Specified In Its Charter)

 

 

TODD P. ROBINSON


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

þ  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
 

 

¨  Fee paid previously with preliminary materials.

 

¨  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.

 

  (1)  Amount Previously Paid:
 
  (2)  Form, Schedule or Registration Statement No.:
 
  (3)  Filing Party:
 
  (4)  Date Filed:
 

 


TODD P. ROBINSON

2307 Princess Ann Street

Greensboro N.C. 27408

(O) 336 286 2087 (F) 978 805 3163

EMAIL – Cottonbay@aol.com

Re: ADVOCAT INC. Annual Meeting of Shareholders on May 17, 2007; Election of Directors

Dear Broker of ADVOCAT INC. stock:

My name is Todd Robinson, and I am currently engaged in a campaign to oppose the Annual Meeting of Shareholders for ADVOCAT INC. at which two existing Board members stand for re-election. Although there is very little time prior to the Annual Meeting, I am asking you to rescind any discretionary votes you have already cast for your clients and, if no discretionary votes have been submitted, then to not vote those shares for which you have discretionary authority at the Annual Meeting.

This campaign is unique in that I have not nominated an alternative slate of directors to be considered at the Annual Meeting. By the time I had made my decision that a change was needed at the Board level and determined that there was a lot of shareholder support for such a change, it was too late to nominate additional candidates under ADVOCAT’S bylaws. However, I feel strongly that this Board will not lead the Company in the direction it needs to go without some alternative, or at least additional, voices on the Board.

So, due to my limited options, I have launched a campaign to have people not vote at the shareholder meeting. If less than 50% of the shares are represented at the meeting, a quorum will not be convened, and I anticipate the meeting will be adjourned. I am hoping that the voice of the shareholders will be heard under these circumstances and that some fundamental change at the Board or management level will ultimately result.

Technically, because no alternative slate of nominees was proposed, and because my campaign is fairly new and time sensitive, you did not have this election tagged as a contested election. I request that you would treat this election the same as a contested election or, at the very least, consider withdrawing those shares for which you cast a discretionary vote at the meeting. Please note that voting “withhold” for the nominees will not accomplish the stated objectives because those votes will be counted toward convening a quorum.

I am always open to talk about this. My contact information is at the top of this letter. You may also talk to our proxy advisor, Georgeson Inc., at 212-440-9800.

Thank you for your consideration.

Sincerely yours,

/s/ Todd P. Robinson

Todd P. Robinson

 


IMPORTANT INFORMATION

TODD P. ROBINSON IS DEEMED TO BE A PARTICIPANT, ALONG WITH ESSEL W. BAILEY, JR. AND TERRY CASH, IN THE SOLICITATION OF PROXIES FROM SHAREHOLDERS OF ADVOCAT INC. INFORMATION ABOUT MESSRS. BAILEY, CASH AND ROBINSON IS SET FORTH IN THEIR PRELIMINARY PROXY STATEMENT, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON MAY 1, 2007, AND MOST RECENTLY AMENDED ON MAY 15, 2007 AND AS MAY BE FURTHER AMENDED. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF THE PARTICIPANTS AND OTHER PERSONS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES MAY BE OBTAINED BY READING THE DEFINITIVE PROXY STATEMENT, WHICH THE PARTICIPANTS INTEND TO FILE WITH THE SEC ON OR ABOUT MAY 15, 2007. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. YOU WILL BE ABLE TO OBTAIN A FREE COPY OF THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AT THE SEC’S WEBSITE (WWW.SEC.GOV).

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