0001019687-08-001507.txt : 20080404
<SEC-HEADER>0001019687-08-001507.hdr.sgml : 20080404
<ACCEPTANCE-DATETIME>20080403182230
ACCESSION NUMBER: 0001019687-08-001507
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20080404
DATE AS OF CHANGE: 20080403
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: 08738760
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: BRISTOL INVESTMENT FUND LTD
CENTRAL INDEX KEY: 0001174866
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: CALEDONIAN HOUSE
STREET 2: JENNETT STREET, GEORGE TOWN
CITY: GRAND CAYMAN
STATE: E9
ZIP: #
MAIL ADDRESS:
STREET 1: CALEDONIAN HOUSE
STREET 2: JENNETT STREET, GEORGE TOWN
CITY: GRAND CAYMAN
STATE: E9
ZIP: #
FORMER COMPANY:
FORMER CONFORMED NAME: BRISTOL INVESTMENT FUND INC
DATE OF NAME CHANGE: 20020605
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>bristol-advocat_13da040208.txt
<DESCRIPTION>SCHEDULE 13D AMENDMENT
<TEXT>
OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Advocat Inc.
----------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
007586100
--------------
(CUSIP Number)
Amy Wang, Esq.
Bristol Capital Advisors, LLC
10990 Wilshire Boulevard, Suite 1410, Los Angeles, CA 90024
(310) 696-0333
-----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 2008
------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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 ("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).
<PAGE>
CUSIP No. 007586100
================================================================================
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Bristol Investment Fund, Ltd.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
Cash
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Cayman Islands
- --------------------------------------------------------------------------------
7. Sole Voting Power
294,834
- -------------------------------------------------------------------------------
8. Shared Voting Power
- -------------------------------------------------------------------------------
9. Sole Dispositive Power
294,834
- -------------------------------------------------------------------------------
10. Shared Dispositive Power
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
294,834
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
- -------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
5.13%
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- -------------------------------------------------------------------------------
<PAGE>
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule
13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as
specifically set forth
Item 4 is amended to include the following:
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person provided written notice to the Company on April 2, 2008
(the "Notice") of its nomination of two (2) nominees for election to the Board
of Directors of the Company at the 2008 annual meeting of stockholders of the
Company, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"). The Notice is attached as an exhibit hereto and incorporated herein
by reference.
The Reporting Person reserves the right to communicate with the Issuer's board
of directors and management, communicate with the Issuer's shareholders directly
or through shareholder proposals, call a special meeting of shareholders,
communicate directly with potential acquirers of Issuer, purchase additional
Shares, sell some or all of its Shares, nominate candidates for election to the
board of directors, or change its intention with respect to any and all matters
referred to in this Item 4.
Item 5(a) is hereby amended and restated as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of the filing of this Amendment No. 1 to Schedule
13D, Bristol owns 294,834 Shares, which represents approximately
5.13% of the Shares outstanding, based upon 5,750,787 Shares
outstanding as of March 3, 2008 as reported in the Issuer's annual
report on Form 10K, as filed with the Securities and Exchange
Commission on March 11, 2008.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter to Secretary of Company, dated April 2, 2008.
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: April 3, 2008
BRISTOL INVESTMENT FUND, LTD.
By: /s/ Paul Kessler
<PAGE>
EXHIBIT 1
BRISTOL INVESTMENT FUND LTD.
c/o Bristol Capital Advisors, LLC
10990 Wilshire Blvd, Suite 1410
Los Angeles, CA 90024
April 2, 2008
BY FACSIMILE AND EXPRESS MAIL
ADVOCAT INC.
1621 Galleria Blvd.
Brentwood, TN 37027
Attention: L. Glynn Riddle, Jr., Secretary
Dear Mr. Riddle:
This letter shall serve as notice to Advocat, Inc., a Delaware
corporation (the "Company") as to the nomination by Bristol Investment Fund,
Ltd. ("Bristol") of two (2) nominees for election to the Board of Directors of
the Company at the 2008 annual meeting of stockholders of the Company, or any
other meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting").
Bristol is the holder of record of 100 shares of the Company's common
stock and the beneficial owner of 294,834 shares (inclusive of its record
shares). Bristol intends to hold such shares through the date of the Annual
Meeting. Paul Kessler, a director of Bristol, shall appear in person as
Bristol's representative at the Annual Meeting to submit the business specified
in this Notice. Bristol hereby nominates Paul Kessler and Richard McKilligan for
election to the Board of the Company. If there is only one seat on the Board for
election at the Annual Meeting, Bristol's nomination is limited to Mr. Kessler.
Mr. Kessler and Mr. McKilligan are referred to below as "the Nominees."
The following information relating to Mr. Kessler and Mr. McKilligan is
provided in accordance with Section 1.4(b) of the Company's Bylaws:
(I) NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS OF EACH OF THE NOMINEES:
<TABLE>
<CAPTION>
<S> <C>
NAME AGE BUSINESS ADDRESS RESIDENCE ADDRESS
Paul Kessler 47 10990 Wilshire Boulevard Suite 10936 Chalon Road
1410 Los Angeles, CA 90077
Los Angeles, CA 90024
Richard McKilligan 44 10990 Wilshire Boulevard 1226 N. Laurel Ave. #208
Suite 1410 West Hollywood, CA 90046
Los Angeles, CA 90024
</TABLE>
<PAGE>
(II) PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH OF THE NOMINEES:
PAUL KESSLER. Since March 2000, Mr. Kessler has been the Principal and
Manager of Bristol Capital Advisors, LLC, the investment advisor to Bristol. Mr.
Kessler specializes in identifying and structuring investment transactions with
emerging growth public companies and directing trading in portfolio securities.
Bristol is not an affiliate of the Company.
RICHARD MCKILLIGAN serves as the General Counsel, Chief Financial
Officer and Secretary of Derycz Scientific, Inc. He has held these positions
since January 2007. Starting February 2006, Mr. McKilligan joined Bristol
Capital Advisors, LLC, as its Counsel. He continues to serve as Counsel for
Bristol Capital Advisor, LLC. Mr. McKilligan was an associate attorney with
Morgan, Lewis & Bockius, LLP in their New York and London offices from 1998
until January 2006. Mr. McKilligan earned his law degree from Cornell Law
School, his MBA from the University of Chicago and his undergraduate degree in
Accountancy from the University of Illinois at Urbana-Champaign. Mr. McKilligan
is admitted to the Bars of California, New York and Florida. Derycz Scientific
is not an affiliate of the Company.
(III) CLASS AND NUMBER OF SHARES OF STOCK OF THE COMPANY'S WHICH ARE
BENEFICIALLY OWNED BY EACH OF THE NOMINEES:
BENEFICIAL OWNERSHIP OF
NAME COMMON STOCK*
---- ------------
Paul Kessler 294,834
Richard McKilligan None
(IV) OTHER INFORMATION RELATING TO EACH OF THE NOMINEES THAT IS REQUIRED TO
BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR THE ELECTION OF DIRECTORS
PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED:
Each of the Nominees has consented to be named as a nominee in any
proxy statement filed by Bristol in connection with the solicitation of proxies
or written consents for the election of the Nominees to the Company's Board and
to serve as a director of the Company, if so elected. Such consents are attached
hereto as Exhibit B. Each of the Nominees is a U.S. citizen.
Please see Exhibit A for information regarding purchases and sales
during the past two years by the Bristol in securities of the Company. All of
these transactions were open market transactions. Prices are net of brokerage
commissions. The Nominees have not purchased or sold any securities in the
Company in the past two years, except to the extent that Mr. Kessler may be
deemed to beneficially own shares purchased or sold by Bristol.
Because the Company has not yet publicly announced a record date, all
information regarding share ownership in this Notice as of the date of the
Notice.
- ------------------------------
* As the manager for Bristol Capital Advisors, LLC, investment manager of
Bristol, Mr. Kessler is deemed to beneficially own the 294,834 Shares owned by
Bristol. Mr. Kessler disclaims beneficial ownership of the Shares held by
Bristol.
<PAGE>
Except as set forth in this Notice (including the Exhibits attached
hereto), (i) during the last 10 years, no Nominee has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
no Nominee directly or indirectly beneficially owns any securities of the
Company; (iii) no Nominee owns any securities of the Company which are owned of
record but not beneficially; (iv) no Nominee has purchased or sold any
securities of the Company during the past two years; (v) no part of the purchase
price or market value of the securities of the Company owned by any Nominee is
represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) no Nominee is, or within the past year was, a
party to any contract, arrangements or understandings with any person with
respect to any securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies; (vii) no associate of any Nominee owns beneficially,
directly or indirectly, any securities of the Company; (viii) no Nominee owns
beneficially, directly or indirectly, any securities of any parent or subsidiary
of the Company; (ix) no Nominee or any of his associates was a party to any
transaction, or series of similar transactions, since the beginning of the
Company's last fiscal year, or is a party to any currently proposed transaction,
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$120,000; and (x) no Nominee or any of his associates has any arrangement or
understanding with any person with respect to any future employment by the
Company or its affiliates, or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party. There are no
material proceedings to which any Nominee or any of his associates is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries. With respect to each of the
Nominees, none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K
of the Exchange Act ("Reg. S-K") occurred during the past five years. Each of
the Nominees is independent under the independence standards set forth in Item
407(a)(1) of Reg. S-K. Because the Nominees have not served on the Board of the
Company, the disclosure contemplated by Items 407(b)-(e) of Reg. S-K does not
apply.
Information concerning Bristol Investment Fund, Ltd. is set forth
below.
(I) NAME AND ADDRESS, AS BELIEVED TO APPEAR ON THE COMPANY'S BOOKS, OF THE
STOCKHOLDER GIVING THE NOTICE IS AS FOLLOWS:
NAME ADDRESS
Bristol Investment Fund, Ltd. c/o Bristol Capital Advisors, LLC
10990 Wilshire Boulevard, Suite 1410
Los Angeles, CA 90024
<PAGE>
(II) CLASS AND NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY WHICH ARE
OWNED BENEFICIALLY AND OF RECORD BY THE STOCKHOLDER GIVING THE NOTICE:
NAME BENEFICIAL OWNERSHIP
Bristol Investment Fund, Ltd. 294,834 shares of Common Stock,
100 shares held of record
(III) REPRESENTATION BY THE STOCKHOLDER GIVING THE NOTICE.
Bristol hereby represents that it (i) is a holder of record of 100 shares of
Common Stock of the Company, (ii) is entitled to vote at the Annual Meeting and
(iii) intends to appear in person or by proxy to nominate the Nominees at the
Annual Meeting.
Bristol does not have a substantial interest in any matters to be acted upon at
the Annual Meeting except as otherwise set forth herein.
Please address any correspondence to our counsel, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New
York 10022, Attention: Thomas J. Fleming, Esq., telephone (212) 451-2289,
facsimile (212) 451-2222. The giving of this Notice is not an admission that any
procedures for notice concerning the nomination of directors to the Company
Board are legal, valid or binding, and Bristol reserves the right to challenge
their validity.
BRISTOL INVESTMENT FUND, LTD.
By: /s/ Paul Kessler
------------------------------
Paul Kessler
Director
<PAGE>
EXHIBIT A
TRANSACTION IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS
----------------- ---------------- ---------------
Date Shares Cost / Share
----------------- ---------------- ---------------
6/8/2006 25,000 $14.01573
6/12/2006 (2,200) $15.30230
6/13/2006 20,000 $12.82600
6/14/2006 5,471 $12.37900
6/16/2006 11,800 $14.21390
7/11/2006 22,700 $14.81560
7/13/2006 10,000 $14.29740
7/14/2006 14,500 $14.04970
7/17/2006 10,000 $14.00313
7/17/2006 (200) $14.00313
7/21/2006 4,700 $13.89040
7/24/2006 3,490 $13.88420
7/25/2006 10,300 $13.73640
8/16/2006 20,000 $14.22330
8/17/2006 3,800 $13.58950
3/2/2007 50,000 $12.89790
3/7/2007 17,500 $11.57880
3/12/2007 20,000 $11.09820
3/13/2007 10,000 $11.06500
3/14/2007 86 $11.10000
4/11/2007 4,700 $12.83360
7/26/2007 1,700 $10.09880
7/27/2007 15,000 $9.72100
7/31/2007 4,217 $10.30440
1/28/2008 12,270 $10.96710
<PAGE>
EXHIBIT B
I, Paul Kessler, hereby consent to being named as a nominee for
election as a director of Advocat Inc. (the "Company") in the proxy statement
for the next annual meeting of the Company's stockholders and to serve as a
director of the Company if elected.
---------------------------
PAUL KESSLER
I, Richard McKilligan, hereby consent to being named as a nominee for
election as a director of Advocat Inc. (the "Company") in the proxy statement
for the next annual meeting of the Company's stockholders and to serve as a
director of the Company if elected.
---------------------------
RICHARD MCKILLIGAN
</TEXT>
</DOCUMENT>
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