0000950123-11-075698.txt : 20110810 0000950123-11-075698.hdr.sgml : 20110810 20110810170024 ACCESSION NUMBER: 0000950123-11-075698 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110810 DATE AS OF CHANGE: 20110810 GROUP MEMBERS: MARLIN CAPITAL PARTNERS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McCurdy Chad A. CENTRAL INDEX KEY: 0001429866 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1621 GALLERIA BLVD CITY: BRENTWOOD STATE: TN ZIP: 37027 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43225 FILM NUMBER: 111025016 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 SC 13D/A 1 g27885sc13dza.htm SC 13D/A sc13dza
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Advocat, Inc.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
007586-10-0
 
(CUSIP Number)
Chad McCurdy
c/o Advocat, Inc.
1621 Galleria Blvd.
Brentwood TN 37027
(615) 771-7575
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
August 9, 2011
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the following box þ.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 

 

                     
CUSIP No.
  
007586-10-0 
  

 

           
1   NAMES OF REPORTING PERSONS:

Chad McCurdy

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO, PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   29,454 shares of Common Stock
       
SHARES 8   SHARED VOTING POWER:
BENFICIALLY    
OWNED BY   1,117,600 shares of Common Stock
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   29,454 shares of Common Stock
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,117,600 shares of Common Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,147,054 shares of Common Stock, composed of 1,017,600 shares directly owned by Marlin Capital Partners, LLC, 14,200 shares owned through Mr. McCurdy’s IRA, 15,000 shares issuable on the exercise of options held by Mr. McCurdy, 95,000 shares owned jointly by Mr. McCurdy and his wife, 5,000 shares owned by Mr. McCurdy’s dependent children, and 250 shares of restricted stock and 4 shares issued as dividend equivalent rights on such restricted shares held by Mr. McCurdy.
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  19.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

 

                     
CUSIP No.
  
007586-10-0 
  

 

           
1   NAMES OF REPORTING PERSONS:

Marlin Capital Partners, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

007586-10-0
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Texas
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 shares of Common Stock
       
SHARES 8   SHARED VOTING POWER:
BENFICIALLY    
OWNED BY   1,017,600 shares of Common Stock
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 shares of Common Stock
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,017,600 shares of Common Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,017,600 shares of Common Stock
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ      Excludes shares beneficially owned by Chad McCurdy (the Managing Partner of Marlin Capital Partners, LLC), personally.
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  17.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  00

 

 

This constitutes Amendment No. 6 (“Amendment No. 6”) to the Statement on Schedule 13D relating to the common stock (the “Common Stock”) of Advocat, Inc., a Delaware corporation (the “Issuer”), originally filed on behalf of Chad McCurdy and Marlin Capital Partners, LLC (“Marlin”) with the Securities and Exchange Commission (the “SEC”) on April 9, 2009 (the “Statement”) and subsequently amended on May 20, 2009 by Amendment No. 1, on August 25, 2009 by Amendment No. 2, on December 11, 2009 by Amendment No. 3, on March 19, 2010 by Amendment No. 4, and on March 30, 2010 by Amendment No. 5 (together, the “Schedule 13D”). Except as specifically amended hereby, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended by adding the following at the end thereof:
     The purpose of this Amendment No. 6 is to report that since the filing of the last amendment, Mr. McCurdy has been named Vice Chairman of the Board of Directors of the Issuer, effective August 9, 2011.
     Notwithstanding the foregoing, each of Marlin and Mr. McCurdy reserves the right at any time to change its or his opinions, assessments, intentions and plans. Moreover, nothing set forth herein should be deemed to be a limitation on the actions that Marlin or Mr. McCurdy may take as a shareholder of the Company. Depending on various factors, including, without limitation, the Company’s financial position and strategic direction, actions taken by the Company, and trading price levels of the Common Stock, Marlin and Mr. McCurdy may in the future take additional actions with respect to their investments in the Company as they deem appropriate including, without limitation, purchasing shares of Common Stock or related financial instruments or selling some or all of their respective beneficial and economic holdings, and/or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a)   Mr. McCurdy beneficially owns 19.7% of the Issuer’s Common Stock, or 1,147,054 shares of Common Stock, composed of 1,017,600 shares directly owned by Marlin Capital Partners, LLC, 14,200 shares owned through Mr. McCurdy’s IRA, 15,000 shares issuable on the exercise of options held by Mr. McCurdy, 95,000 shares owned jointly by Mr. McCurdy and his wife, 5,000 shares owned by Mr. McCurdy’s dependent children, and 250 shares of restricted stock and 4 shares issued as dividend equivalent rights on such restricted shares held by Mr. McCurdy. Marlin beneficially owns 17.5% of the Common Stock of the Issuer consisting of 1,017,600 shares of Common Stock held directly.
 
(b)   Mr. McCurdy beneficially owns the following number of shares of Common Stock with:
Sole Voting Power: 29,454 shares of Common Stock
Shared Voting Power: 1,117,600 shares of Common Stock
Sole Dispositive Power: 29,454 shares of Common Stock
Shared Dispositive Power: 1,117,600 shares of Common Stock

 

 

     Mr. McCurdy shares voting power and dispositive power with his wife, Candice McCurdy, with respect to 95,000 shares owned jointly by the McCurdy’s and 5,000 shares owned by Mr. McCurdy’s dependent children. Mrs. McCurdy is a homemaker. Her address is 5429 LBJ Freeway, Suite 400, Dallas, Texas 75240. During the last five years, Mrs. McCurdy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mrs. McCurdy has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. She is a citizen of the United States.
     In addition, Mr. McCurdy shares voting power and dispositive power with respect to 1,017,600 shares of Common Stock beneficially owned by Marlin, of which he is the Managing Partner.
     Marlin beneficially owns the following number of shares of Common Stock with:
Sole Voting Power: 0 shares of Common Stock
Shared Voting Power: 1,017,600 shares of Common Stock
Sole Dispositive Power: 0 shares of Common Stock
Shared Dispositive Power: 1,017,600 shares of Common Stock
(c)   On June 30, 2011, Mr. McCurdy received for no consideration an additional 2.02 shares of restricted stock pursuant to dividend rights on 250 shares of restricted stock held by Mr. McCurdy.
 
(d)   Not applicable
 
(e)   Not applicable

 

 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 9, 2011
         
  /s/ Chad McCurdy    
  Chad McCurdy