t62691_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 1)


Under the Securities Exchange Act of 1934


AdCare Health Systems, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

00650W300
(CUSIP Number)

Christopher F. Brogdon
Connie B. Brogdon
345 Heards Ferry Road NW
Atlanta, GA 30328-4716
(404) 386-9607
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 6, 2008
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   o.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of  Section 18 of the Securities Exchange Act of 1934 (“Act) or otherwise subject to the liabilities of the that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page  2  of  5  Pages
 
 
CUSIP No. 00650W300

1.
NAMES OF REPORTING PERSONS
 
Christopher F. Brogdon
 
    
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
 
(a)
(b)
o
x
3.
SEC USE ONLY
 
 
 
    
4.
SOURCE OF FUNDS
 
PF
 
    
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
   o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
431,837
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
431,837
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
431,837
 
    
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
   o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
 
    
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
    

Page  3  of  5  Pages

 
CUSIP No. 00650W300

1.
NAMES OF REPORTING PERSONS
 
Connie B. Brogdon
 
    
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
 
(a)
(b)
o
x
3.
SEC USE ONLY
 
 
 
    
4.
SOURCE OF FUNDS
 
PF
 
    
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
   o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
431,837
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
431,837
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
431,837
 
    
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
   o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
 
    
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
    
 
Page  4  of  5  Pages

 
Explanatory Note:

 
This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission on April 16, 2008 (the “Initial Statement”).  This Amendment is being made to disclose the acquisition by the Reporting Persons of additional shares of Common Stock and warrants to purchase Common Stock.  Capitalized terms used in this Amendment but not otherwise defined herein have the meanings ascribed to such terms in the Initial Statement.  Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Initial Statement.
     
Item 3.
Source and Amount of Funds or Other Consideration.
     
 
The Reporting Persons acquired beneficial ownership of 13,400 shares of Common Stock and warrants to purchase 79,150 shares of Common Stock for cash in an aggregate amount of $46,494.53 using personal funds available on hand.
     
Item 5.
Interest in Securities of the Issuer.
     
 
(a).-(b).
As of the date of this Amendment, the Reporting Persons held 163,945 shares of Common Stock and warrants to purchase 267,892 shares of Common Stock, which represents approximately 10.7 % of the outstanding Common Stock as of April 15, 2008.  The calculation of this percentage is based on 3,786,128 shares of Common Stock outstanding as of April 15, 2008, as disclosed by the Issuer in its Definitive Proxy Statement dated April 25, 2008.
     
   
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 431,837 shares of Common Stock, comprised of (i) 47,123 shares of Common Stock held of record by Mr. Brogdon; (ii) 77,792 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $5.40 per share; (iii) 106,822 shares of Common Stock held of record by Ms. Brogdon; (iv) 87,100 shares of Common Stock that may be acquired by Ms. Brogdon upon the exercise of presently exercisable warrants held by Ms. Brogdon at an exercise price of $5.40 per share; (v) 10,000 shares of Common Stock held of record by Ms. Brogdon as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act; and (vi) 103,000 shares of Common Stock that may be acquired by Ms. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act at an exercise price of $5.40 per share.
     
   
The Cover Pages of this Amendment are incorporated herein by reference.
     
 
(c).
The following table sets forth all transactions effected since the filing of the Initial Statement by the Reporting Persons with respect to the Common Stock.

.
Trade Date
Number of Shares
or Warrants
Purchased
Purchase
Price Per
Share or
Warrant
How Purchase
Effected
Reporting Person
4/17/08*
18,000
$0.298
Open market
Mr. Brogdon
4/23/08
2,100
$1.570
Open market
Ms. Brogdon
5/2/08*
19,792
$0.400
Open market
Mr. Brogdon
5/2/08*
21,958
$0.394
Open market
      Ms. Brogdon **
5/5/08*
19,400
$0.391
Open market
Mr. Brogdon
5/6/08
4,300
$1.850
Open market
Mr. Brogdon
5/6/08
2,000
$1.800
Open market
Mr. Brogdon
5/7/08
5,000
$1.850
Open market
Mr. Brogdon
___________________
*
Represents purchase of warrants to purchase shares of Common Stock.
**
Purchased by Ms. Brogden as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act.

 
(d).
Not applicable.
     
 
(e).
Not applicable.
 
Page  5  of  5  Pages

 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
   
May 8, 2008
  
   
(Date)
  
       
   
/s/ Christopher F. Brogdon
  
   
(Signature)
  
       
   
Christopher F. Brogdon
  

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
   
May 8, 2008
  
   
(Date)
  
       
   
/s/ Connie B. Brogdon
  
   
(Signature)
  
       
   
Connie B. Brogdon