ADVOCAT INC. ANNOUNCES ADOPTION OF A SHAREHOLDER RIGHTS PLAN.BRENTWOOD, Tenn.--(BUSINESS WIRE)--March 13, 1995--Advocat Inc. (NYSE NYSE See: New York Stock Exchange :AVC (1) (Advanced Video Coding) The video compression techniques used in the H.264 standard, jointly developed by ISO and the ITU-T. See H.264. (2) (Audio Visual C ) 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 Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. for each share of Advocat common stock. The rights will, however, become exercisable only upon the occurrence of certain triggering events Triggering Event A certain milestone or event that a participant in a qualified plan must experience in order to be eligible to receive a distribution from a qualified plan. , 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 Earning power Earnings before interest and taxes (EBIT) divided by total assets. earning power 1. The earnings that an asset could produce under optimal conditions. For example, AT&T may currently be earning $2. 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 Voting stock The shares in a corporation that entitle the shareholder to vote. voting stock Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the that has twice the market value of the then applicable Exercise Price. Advocat, which has its corporate headquarters in Brentwood, Tennessee Brentwood is a city in Williamson County, Tennessee, United States. The population was 23,445 as of the U.S. Census Bureau's 2000 census, and as of 2007, Brentwood's population has increased to over 30,000. Brentwood is an affluent Nashville suburb. , operates 86 long-term care facilities long-term care facility n. See skilled nursing facility. , 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 New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol AVC. CONTACT: Advocat Inc., Brentwood Charles W. Birkett or Mary Margaret Hamlett, 615/370-9255 |
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