UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 20, 2005
BEVERLY ENTERPRISES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-9550 62-1691861
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
One Thousand Beverly Way
Fort Smith, Arkansas 72919
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (479) 201-2000
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)
[X] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 20, 2005, Beverly Enterprises, Inc. (the "Company") entered into a
Fourth Amendment to Agreement and Plan of Merger (the "Fourth Amendment") with
Pearl Senior Care, Inc. ("PSC"), PSC Sub, Inc., a wholly-owned subsidiary of PSC
("PSC Sub"), and Geary Property Holdings, LLC ("GPH", and together with PSC and
PSC Sub, the "Parent Group")). The Fourth Amendment, among other things, (i)
accelerates to 2005 certain employee compensation payments to be made in
connection with the merger; (ii) requires Fillmore Capital Partners to provide a
$10 million letter of credit to be used towards funding a portion of these
compensation payments in the event the merger agreement is terminated by the
Company under certain circumstances and certain other conditions are met; and
(iii) extends the date by which the merger must be completed from March 1, 2006
to March 31, 2006.
The parties' obligations are subject to other conditions of closing, each as set
forth in the Merger Agreement. The foregoing description of the Fourth Amendment
is qualified in its entirety by reference to the Fourth Amendment, a copy of
which is included as Exhibit 2.1 hereto and is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On December 20, 2005, in connection with the execution of the Fourth Amendment,
the Company received a Letter of Credit from Morgan Stanley Asset Funding Inc.
(the "Letter of Credit"). The Letter of Credit is attached hereto as Exhibit
99.1 and incorporated herein by reference.
On December 21, 2005, the Company issued a press release announcing the
execution of the Fourth Amendment, a copy of which is attached hereto as Exhibit
99.2 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Exhibit No. Exhibit
2.1 Fourth Amendment to Agreement and Plan of Merger,
dated as of December 20, 2005, by and among Beverly
Enterprises, Inc., Pearl Senior Care, Inc., PSC Sub,
Inc. and Geary Property Holdings, LLC
99.1 Letter of Credit, dated December 20, 2005, from
Morgan Stanley Asset Funding, Inc.
99.2 Press release, dated December 21, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 21, 2005 BEVERLY ENTERPRISES, INC.
By: /s/ Pamela H. Daniels
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Name: Pamela H. Daniels
Title: Senior Vice President, Controller and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit No. Exhibit
2.1 Fourth Amendment to Agreement and Plan of Merger, dated as of
December 20, 2005, by and among Beverly Enterprises, Inc.,
Pearl Senior Care, Inc., PSC Sub Inc. and Geary Property
Holdings, LLC
99.1 Letter of Credit, dated December 20, 2005, from Morgan Stanley
Asset Funding, Inc.
99.2 Press release, dated December 21, 2005