-----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, OQtxPUuX7Nf9QEJl2Ls/o0XP0YAXxx/xQSFaubNm89CGNC0q4utlQjrJMo/keg+H 1bobexRMgJKNOz0/JV2piA== 0000950144-05-003054.txt : 20050324 0000950144-05-003054.hdr.sgml : 20050324 20050324173039 ACCESSION NUMBER: 0000950144-05-003054 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 05702941 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-A12B/A 1 g94101e8va12bza.htm ADVOCAT INC. - FORM 8-A12B/A ADVOCAT INC. - FORM 8-A12B/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

Amendment No. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ADVOCAT INC.

(Exact Name of Registrant as Specified in its Charter)
     
Delaware   62-1559667
     
(State of Incorporation   (I.R.S. Employer
or Organization)   Identification Number)
     
7108 Crossroads Blvd., Suite 313, Brentwood, Tennessee   37027
     
(Address of Principal Executive Offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

     
Title of each class
to be so registered 		  Name of Each Exchange on which
each class is to be registered
     
Preferred Stock Purchase Rights   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None.      

 

TABLE OF CONTENTS

Item 1. Description of Registrant’s Securities to be Registered.
Item 2. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-2 AMENDMENT NO.1 TO RIGHTS AGREEMENT

Table of Contents

Item 1. Description of Registrant’s Securities to be Registered.

     Reference is hereby made to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission by Advocat Inc. (the “Company”) on March 29, 1995, as amended by that certain Form 8-A/A filed by the Company on December 7, 1998, (the “Form 8-A”). The Form 8-A relates to the preferred share purchase rights (the “Rights”) of the Company and the Amended and Restated Rights Agreement dated as of December 7, 1998 (the “Rights Agreement”), by and between the Company and SunTrust Bank, as Rights Agent, incorporated herein by reference as indicated on Exhibit 1. The Form 8-A is incorporated herein by reference.

     Effective as of March 19, 2005, the Company’s Board of Directors approved and adopted an amendment to the Rights Agreement, dated as of March 19, 2005 (the “Amendment”), a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference.

     In the Amendment, the Company has decreased the Exercise Price of the Rights under the Rights Agreement to $15, extended the Expiration Date of the Rights under the Rights Agreement to March 20, 2010, and updated the notice provision for SunTrust Bank as the Rights Agent. The Rights Agreement otherwise remains unmodified.

     The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to Exhibit 1 and Exhibit 2.

Item 2. Exhibits

Exhibit 1. Amended and Restated Rights Agreement, dated as of December 7, 1998, between Advocat Inc. and SunTrust Bank, filed with the Company’s Registration Statement on Form 8-A/A filed on December 7, 1998, and incorporated herein by reference.

Exhibit 2. Amendment No. 1 to Amended and Restated Rights Agreement, dated March 19, 2005, by and between Advocat Inc. and SunTrust Bank, as Rights Agent.

 

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SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
         
  ADVOCAT INC.
 		  
  By:   /s/ L. Glynn Riddle, Jr.    
    L. Glynn Riddle, Jr   
    Chief Financial Officer   
 

Date: March 24, 2005

 

Table of Contents

EXHIBIT INDEX

         
Number   Exhibit
  1    
Amended and Restated Rights Agreement, dated as of December 7, 1998, between Advocat Inc. and SunTrust Bank, filed with the Company’s Registration Statement on Form 8-A/A filed on December 7, 1998, and incorporated herein by reference.
       
 
  2    
Amendment No. 1 to Amended and Restated Rights Agreement, dated March 19, 2005, by and between Advocat Inc. and SunTrust Bank, as Rights Agent.

 

EX-2 2 g94101exv2.txt EX-2 AMENDMENT NO.1 TO RIGHTS AGREEMENT EXHIBIT 2 AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment No. 1 to Amended and Restated Rights Agreement (this "Amendment No. 1") is made effective as of the 19th day of March, 2005. This Amendment is an amendment to the Amended and Restated Rights Agreement, dated as of December 7, 1998 (the "Rights Agreement"), between Advocat, Inc., a Delaware corporation (the "Company"), and SunTrust Bank (the "Rights Agent"). RECITALS WHEREAS, the Board of Directors of the Company has deemed it advisable to amend certain provisions of the Rights Agreement; and WHEREAS, pursuant to and in compliance with Section 26 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement as set forth herein. NOW THEREFORE, the parties hereto agree as follows: 1. Section 7(a) of the Rights Agreement is hereby amended by deleting therefrom the words "March 20, 2005" and inserting in their place the words "March 20, 2010." 2. Section 7(b) of the Rights Agreement is hereby amended by deleting therefrom "$50" and inserting in its place "$15." 3. Section 25 of the Rights Agreement is hereby amended by deleting the name and address of Third National Bank in Nashville therefrom and inserting in their place the following: SunTrust Bank Stock Transfer Department P.O. Box 4625 Atlanta, GA 30302 4. Except as herein specifically amended, the terms of the Rights Agreement shall remain unmodified, and the Rights Agreement, as amended by this Amendment No. 1, shall remain in full force and effect. 5. Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. 6. This Amendment No. 1 shall be deemed effective as of March 19, 2005. 7. This Amendment No. 1 shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the laws of such State. 8. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constituted one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed, all as of the day and year first above written. ADVOCAT, INC. By: /s/ L. Glynn Riddle, Jr. ------------------------ L. Glynn Riddle, Jr Chief Financial Officer SUNTRUST BANK By: /s/ Letitia A. Radford ----------------------- Name: Letitia A. Radford Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----