ADK 8K 120913



 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 Date of report (Date of earliest event reported):      December 9, 2013
 
AdCare Health Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Ohio
 
001-33135
 
 31-1332119
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 

1145 Hembree Road
Roswell, Georgia 30076
 
 
(Address of Principal Executive Offices)
 
 
 
 
 
 
(678) 869-5116
(Registrant’s telephone number, including area code)
 
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 Item 7.01    Regulation FD Disclosure.

On December 9, 2013, AdCare Health Systems, Inc. (the "Company") issued a press release announcing the declaration by the Board of Directors of the Company (the "Board") of a dividend on the Company's 10.875% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"). Attached as Exhibit 99.1 is the press release relating to the dividend.
The information in this Current Report on Form 8-K under Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including, without limitation, Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K, including, without limitation, Exhibit 99.1, shall not be incorporation by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01
Other Events.
On December 9, 2013, the Board declared out of capital surplus a quarterly dividend with respect to the Series A Preferred Stock, accruing from October 1, 2013 through December 31, 2013, equivalent to an annualized 10.875% per share, based on the $25.00 per share stated liquidation preference. The dividend payment will be $0.68 per share for the 450,000 shares of Series A Preferred Stock outstanding for the entire fourth quarter and $0.4833 per share for the 500,000 shares of Series A Preferred Stock issued on October 28, 2013. The record date will be December 20, 2013 and the dividend will be payable on December 31, 2013.

Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits.

99.1    Press Release dated December 9, 2013, announcing the declaration of a dividend on the Series A Cumulative Redeemable Preferred Stock.





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SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 9, 2013
ADCARE HEALTH SYSTEMS, INC.
 
 
 
 
 
 
 
 
/s/ Ronald W. Fleming
 
 
 
Ronald W. Fleming
 
 
Chief Financial Officer



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EXHIBIT INDEX

99.1    Press Release, dated December 9, 2013, announcing the declaration of a dividend on the Series A Cumulative Redeemable Preferred Stock.

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