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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
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
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(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
277 Mallory Station Road
Suite 130, Franklin, TN 37067
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
this box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
Exhibit Index on Page 2
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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 (the "Form 8-A"). The Form 8-A relates to the
Rights Agreement dated as of March 13, 1995 (the "Original Rights Agreement"),
by and between the Company and Third National Bank in Nashville, as Rights
Agent. The From 8-A is incorporated herein by reference.
On November 9, 1998, the Company's Board of Directors authorized an
amendment to the Original Rights Agreement (as amended and restated, the
"Amended and Restated Rights Agreement"), a copy of which is attached hereto as
Exhibit 1 and incorporated herein by reference.
In the Amended and Restated Rights Agreement, the Company has
eliminated the requirement that Continuing Directors (as defined in the Original
Rights Agreement) approve certain actions. The Company hereby amends Items 1 and
2 to the Form 8-A so as to eliminate the requirement that Continuing Directors
approve certain actions.
The foregoing discussion does not purport to be complete and is
qualified in its entirety by reference to Exhibit 1.
Item 2. Exhibits
Exhibit 1. Amended and Restated Rights Agreement, dated December 4, 1998, by and
between Advocat, Inc. and Third National Bank in Nashville as Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 7, 1998 ADVOCAT, INC.
By: /s/ Mary Margaret Hamlett
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Mary Margaret Hamlett
Executive Vice President and
Chief Financial Officer