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ADVOCAT INC. ANNOUNCES ADOPTION OF A SHAREHOLDER RIGHTS PLAN.


BRENTWOOD, Tenn.--(BUSINESS WIRE)--March 13, 1995--Advocat Inc. (NYSE:AVC) announced today that it had adopted a Shareholder Rights Plan. This Plan is designed to protect Advocat's shareholders from unfair or coercive takeover tactics. Issuance of the rights does not in any way diminish the financial strength of Advocat or interfere with its business plan. The rights under the Plan will be issued to all stockholders of record at the close of business on March 20, 1995, and will expire on March 20, 2005.

Dr. Charles W. Birkett, Advocat's chief executive officer, said that the Plan is intended to provide the Company's Board of Directors with negotiating leverage in dealing with potential acquirors and to assure that all company shareholders receive fair and equal treatment in the event of a proposed takeover. Dr. Birkett also noted that the Shareholder Rights Plan is not designed to prevent takeovers on terms that benefit all shareholders and stated that the Plan was not adopted in response to any specific effort to acquire control of Advocat.

The Rights Plan provides for the issuance of the right to purchase one one-hundredth (1/100) of Series A Preferred Stock for each share of Advocat common stock. The rights will, however, become exercisable only upon the occurrence of certain triggering events, including:

-- the acquisition by an entity, without the Company's prior

approval, of 15% or

more of Advocat's stock, or

-- the announcement of a tender offer for 15 percent or more

of Advocat's stock.

Under the "flip-in" provisions of the Rights Plan, once any person or group acquires 15 percent or more of Advocat's common stock, without prior approval of the Company's Board of Directors, each holder of a right, other than the acquiring person, will then have the right to receive, upon the payment of the Exercise Price of $50.00, shares of the common stock of Advocat (or other equivalents) having a market value at the time of the transaction equal to twice the Exercise Price.

In addition, under the "flip-over" provisions of the Rights Plan, if a non-approved person or group acquires 15 percent or more of Advocat's outstanding stock and Advocat is subsequently involved in a business combination with, or sells 50 percent or more of its assets or earning power to that non-approved acquiror, the rights issued under the Rights Plan will entitle all other shareholders to buy a number of shares of the other person's voting stock that has twice the market value of the then applicable Exercise Price.

Advocat, which has its corporate headquarters in Brentwood, Tennessee, operates 86 long-term care facilities, including 66 nursing homes containing 7,440 licensed beds and 20 retirement centers containing 2,134 units as of December 31, 1994. The Company's common stock is traded on The New York Stock Exchange under the symbol AVC.

CONTACT: Advocat Inc., Brentwood

Charles W. Birkett or Mary Margaret Hamlett, 615/370-9255

COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Mar 13, 1995
Words:483
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