Investors' struggle to maximize shareholder value at Advocat, Inc. (AVCA) (articles) just got a little more interesting. Tuesday, investors Todd Robinson and Essel Bailey, Jr. filed a definitive preliminary proxy seeking three board seats (for the two of them plus Terry Cash).
Robinson was formerly CEO of Omega Wordlwide, parent of Omega Healthcare Investors (NYSE:OHI), which owns many of the facilities leased to Advocat. With his background, I believe Robinson probably has a very good idea what Advocat's facilities are worth and what kind of cash flow they can generate. The resumes for Robinson, Bailey and Cash are all attached to the proxy.
The letter included in the proxy explains:
Dear Shareholders of Advocat Inc.:
My name is Todd Robinson, and I am an experienced healthcare investor.
I am writing to you because I do not believe that the current board of directors and senior management of Advocat Inc. (“Advocat” or the “Company”) are acting in your best interests.
Over the past couple of years I have had discussions with Wally Olson, Chairman of the Advocat Board of Directors (the “Board”), on behalf of myself and others in the nursing home industry about opportunities which we believe could have a positive impact on Advocat. Despite initial interest, and without any explanation, Advocat stopped responding to us. After realizing that some Advocat shareholders appear to be frustrated by the direction of the Company and the inaction of current Board, I had hoped to be nominated for election onto the Board, but Advocat’s acceleration of this year’s annual meeting date from June to mid-May helped make this impossible.
The Company’s annual meeting of shareholders (the “Meeting”) is to be held at Advocat’s offices, 1621 Galleria Boulevard, Brentwood, Tennessee 37027 on May 17, 2007, at 9:00 a.m. (Central Daylight Time), for the following purposes:
(1) To elect two (2) Class 1 directors, to hold office for a three (3) year term and until their successors have been duly elected and qualified; and
(2) To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof.
A majority of Advocat’s outstanding shares as of the record date (a quorum) must be present at the Meeting in order for the Company to hold the Meeting and conduct business. Shares are counted as present at the Meeting if: (a) a shareholder is present and votes in person at the Meeting; (b) a shareholder has properly submitted a proxy form, even if the shareholder marks abstentions on the proxy form or withholds his vote(s) for some or all of the Board nominees; or (c) a broker or nominee has properly submitted a proxy form, even if the broker does not vote because the beneficial owner of the shares has not given the broker or nominee specific voting instructions, and the broker or nominee does not have voting discretion. Thus, a share, once represented for any purpose at the Meeting, is deemed present for purposes of determining a quorum for the Meeting (unless the Meeting is adjourned and a new record date is set for the adjourned Meeting.
I am seeking your support to STOP Advocat from holding the Meeting, and thereby force the Company to adjourn the Meeting to a later date, unless the Board first appoints Essel W. Bailey, Jr., Terry L. Cash and myself to the Board. Our resumes are attached to the back of this Proxy Statement. If we are appointed to the Board, we intend to attend the Meeting and vote the shares for which we receive a proxy, as directed by the applicable shareholder. In order to accomplish this proposal, we request that you sign, date and return today the enclosed BLUE Proxy Card and RED Notice of Revocation. This Proxy Statement, BLUE Proxy Card, RED Notice of Revocation and resumes for Mr. Bailey, Mr. Cash and me (together the “Proxy Documents”) are first being furnished to the shareholders on or about May 11, 2007.
Based upon experience, it would not surprise me if Advocat responds to this Proxy Statement by announcing the hiring of a financial advisor. Such a move will not change our plans or our conclusion that the action proposed in the Proxy Statement is absolutely necessary.
If you have already sent proxy cards furnished by Advocat management to Advocat, you have every right to revoke your proxy by signing, dating and returning the enclosed RED Notice of Revocation and BLUE Proxy Card to me, at the address below.
Thank you for your support,
/s/ Todd P. Robinson
Todd P. Robinson
I don't currently own shares in Advocat, but if I did I would vote them for the activist slate.
DISCLOSURE: I have no position in AVCA. Not a recommendation to buy or sell any security. For informational and educational purposes only.