AVCA Diversicare Healthcare Services, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Advocat Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

007586100

(CUSIP Number)

Ryan D. Thomas

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-7765

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 25, 2012

(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 §§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 § 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).

(Continued on following pages)

(Page 1 of 4 Pages)

Explanatory Note

This Amendment No. 11 to Schedule 13D (“Amendment No. 11”) constitutes the eleventh amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on May 20, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on July 28, 2011, Amendment No. 2 to Schedule 13D filed with the Commission on August 5, 2011, Amendment No. 3 to Schedule 13D filed with the Commission on August 15, 2011, Amendment No. 4 to Schedule 13D filed with the Commission on September 29, 2011, Amendment No. 5 to Schedule 13D filed with the Commission on November 22, 2011, Amendment No. 6 to Schedule 13D filed with the Commission on January 13, 2012, Amendment No. 7 to Schedule 13D filed with the Commission on May 11, 2012, Amendment No. 8 to Schedule 13D filed with the Commission on May 16, 2012, Amendment No. 9 to Schedule 13D filed with the Commission on June 5, 2012 and Amendment No. 10 to Schedule 13D filed with the Commission on June 13, 2012 (“Amendment No. 10”). This Amendment No. 11 is being filed by the Reporting Persons to amend Item 4 and Item 7 below. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in Amendment No. 10.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following:

On June 25, 2012, Covington issued an open letter to stockholders of the Issuer through a press release regarding the announced acquisition (the “Acquisition”) of Sun Healthcare Group, Inc. (“Sun Healthcare”) by Genesis HealthCare, LLC (“Genesis”) for $8.50 per share in cash. A copy of the press release is attached hereto as Exhibit L and is incorporated herein by reference. As described in more detail in the press release, Covington stated in the press release that it wanted to bring the Acquisition to the attention of the Issuer’s stockholders as it believes the Acquisition is a further illustration that the Issuer’s Board is not acting in the best interests of all stockholders by refusing to enter into discussions with Covington regarding its proposal to acquire the Issuer.

The press release noted that Covington’s offer values the Issuer at substantially higher valuation multiples than the multiples implied by the Genesis-Sun Healthcare transaction. The press release also stated that the Issuer’s Board refuses to even enter into discussions regarding a proposal despite higher valuation multiples and the fact that the Issuer is a much smaller company with significantly less trading liquidity than Sun Healthcare.

In concluding the press release, Covington urged fellow stockholders, in light of the Acquisition, to call or write the Issuer’s Board and management urging them to engage in meaningful discussions with Covington regarding its proposal to acquire the Issuer.

(Page 2 of 4 Pages)

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby amended by adding the following:

Exhibit L.     Press Release, dated June 25, 2012.

(Page 3 of 4 Pages)

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:  June 26, 2012

* By Attorney–in–Fact, pursuant to Power of Attorney

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

(Page 4 of 4 Pages)

Diversicare Healthcare Services, Inc. (MM) (NASDAQ:AVCA)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024

Diversicare Healthcare Services, Inc. (MM) (NASDAQ:AVCA)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024