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 8, 2014
 
AdCare Health Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Georgia
 
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 8, 2014, 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 incorporated 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 8, 2014, the Board declared a quarterly dividend with respect to the Series A Preferred Stock, accruing from October 1, 2014 through December 31, 2014, equivalent to an annualized 10.875% per share, based on the $25.00 per share stated liquidation preference. The dividend will be payable on December 31, 2014 to holders of the Series A Preferred Stock of record on December 19, 2014.

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

99.1    Press Release dated December 8, 2014, 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 8, 2014
ADCARE HEALTH SYSTEMS, INC.
 
 
 
 
 
 
 
 
/s/ William McBride III
 
 
 
William McBride III
 
 
Chief Executive Officer



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EXHIBIT INDEX

99.1    Press Release, dated December 8, 2014, announcing the declaration of a dividend on the Series A Cumulative Redeemable Preferred Stock.

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Exhibit 99.1
AdCare Health Systems, Inc. Declares Quarterly Dividend
on Series A Cumulative Redeemable Preferred Stock

ATLANTA, GA, December 8, 2014-AdCare Health Systems, Inc. (NYSE MKT: ADK), (NYSE MKT: ADK.PRA) a recognized provider of senior living and healthcare facility management, today announced that its Board of Directors has declared a quarterly cash dividend payment on the Company's 10.875% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"), accruing from October 1, 2014 through December 31, 2014.

The dividend on the Series A Preferred Stock is payable on December 31, 2014 to holders of record at the close of business on December 19, 2014. The dividend payment is $0.68 per share, which is equivalent to an annualized 10.875% per share of the $25.00 per share stated liquidation preference. The Series A Preferred Stock is listed on the NYSE MKT LL and trades under the symbol "ADK.PRA".

About AdCare Health Systems
AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a recognized provider of senior living and health care facility management. Since the Company's inception in 1988, it has owned and managed long-term care facilities and retirement communities, and has sought to provide the highest quality of healthcare services to the elderly through its operating subsidiaries, including a broad range of skilled nursing and sub-acute care services. The Company has implemented a strategic plan pursuant to which, through a series of leasing transactions, it will transition from an owner and operator of healthcare facilities to a healthcare facilities holding and leasing company. For more information about AdCare, visit www.adcarehealth.com.

Important Cautions Regarding Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with regard to the Company's future expectations and prospects. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. Factors that can affect future results are discussed in the documents filed by the Company from time to time with the Securities and Exchange Commission. Except where required by law, the Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date of this press release.
Company Contact
 
Investor Relations
Bill McBride, CEO
 
Brett Maas, Managing Partner
AdCare Health Systems, Inc.
 
Hayden IR
Tel (404) 781-2884
 
Tel (646) 536-7331
bill.mcbride@adcarehealth.com
 
brett@haydenir.com
        

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