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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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December 23, 2005 |
BEVERLY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-9550
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62-1691861 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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One Thousand Beverly Way
Fort Smith, Arkansas
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72919 |
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| (Address of Principal Executive Offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
On Thursday, December 29, 2005, Beverly Enterprises, Inc. filed a Form 8-K (the “Original 8-K”)
announcing that it had both terminated and entered into certain material definitive agreements.
This Amendment No. 1 to Form 8-K is being filed to (i) include “Item 1.02 Termination of a Material
Definitive Agreement,” which was inadvertently left off the Original 8-K and (ii) to change the
numbers of the exhibits included on the Original 8-K. Other than as set forth in the previous
sentence, there have been no changes to the disclosure contained in the Original 8-K.
Item 1.01 Entry into a Material Definitive Agreement
On December 23, 2005, following approval by the Board of Directors of Beverly Enterprises, Inc.
(“BEI”) in connection with the approval of the Fourth Amendment to that certain Agreement and Plan
of Merger by and among BEI, Pearl Senior Care, Inc., PSC Sub, Inc. and Geary Property Holdings, LLC
(the “Merger Agreement”), and as required by the Fourth Amendment to eliminate, to the extent
possible, certain potential tax and reimbursement liabilities in connection with the merger, BEI
took the following actions with respect to certain employee benefit plans:
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terminated the Executive Deferred Compensation Plan (the “EDC Plan”), with all
amounts deferred thereunder to be paid on or before December 31, 2005; |
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terminated the Supplemental Executive Retirement Plan (the “SERP”), with all
benefits that would be due at closing of the transactions contemplated by the Merger
Agreement (the “Closing”) to be distributed to active participants on or before
December 31, 2005 and to inactive participants at the Closing; |
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terminated the Enhanced Supplemental Executive Retirement Plan (the “ESERP”), with
all benefits that would be due at the Closing to be distributed on or before December
31, 2005; |
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accelerated to 2005 the vesting and payment of certain stock and cash awards under
the 2003 Long-Term Program otherwise payable in early 2006; |
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accelerated to 2005 the vesting and payment of certain stock and cash awards under
the 1997 Long-Term Incentive Plan otherwise payable at Closing; and |
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accelerated to 2005 the payment of certain cash severance payments that would become
due to certain employees if their employment is terminated under certain circumstances
following a change of control of the Company. |
The form of amendments terminating the EDC Plan, the SERP and the ESERP are attached hereto as
Exhibits 2.1, 2.2 and 2.3, respectively, and are incorporated herein by reference in their
entirety. A list of accelerated payments and benefits received by BEI’s named executive officers
with respect to the actions described above is set forth on Exhibit 2.4, and is incorporated herein
by reference in its entirety.
IMPORTANT INFORMATION
On December 13, 2005, BEI filed a preliminary proxy statement relating to BEI’s solicitation of
proxies with respect to its special meeting of stockholders to be held in 2006. Prior to the
special meeting, BEI will furnish a definitive proxy statement to its stockholders. BEI URGES
INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION. BEI and its officers and directors may be deemed to be participants in the
solicitation of proxies with respect to any proposed transaction. Information regarding such
individuals is included in the Company’s proxy statements and Annual Reports on Form 10-K
previously filed with the Securities and Exchange Commission and will be included in the definitive
proxy statement relating to the proposed transaction when it becomes available. You may obtain
BEI’s proxy statement, when it becomes available, any amendments or supplements to the proxy
statement and other relevant documents free of charge at
www.sec.gov. You may also obtain a free
copy of BEI’s definitive proxy statement, when it becomes available, any amendments and supplements
to the definitive proxy statement and other relevant documents by writing to BEI at 1000 Beverly
Way, Fort Smith, Arkansas 72919, Attn: Investor Relations or at
www.beverlycorp.com under the tab
“Investor Information” and then under the heading “SEC Filings.”
FORWARD LOOKING STATEMENTS
The statements in this document relating to matters that are not historical facts are
forward-looking statements based on management’s beliefs and assumptions using currently available
information and expectations as of the date hereof. Forward-looking statements are not guarantees
of future performance and involve certain risks and uncertainties, including the risks and
uncertainties detailed from time to time in BEI’s filings with the Securities and Exchange
Commission. In particular, statements regarding the consummation of the merger with Pearl Senior
Care are subject to risks that the conditions to the transaction will not be satisfied, including
the risk that regulatory approvals will not be obtained.
In addition, BEI’s results of operations, financial condition and cash flows may be adversely
impacted by the pendency of the proposed transaction with Pearl Senior Care, which may impact our
ability to attract and retain customers, management and employees. BEI has incurred and will
continue to incur significant advisory fees and other expenses relating to the proposed
transaction. Although BEI believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot give any assurances that these expectations will prove to be
correct.
BEI assumes no duty to publicly update or revise such statements, whether as a result of new
information, future events or otherwise.
Item 1.02 Termination of a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
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| Exhibit No. |
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Exhibit |
10.1
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Form of Second Amendment to the Beverly
Enterprises, Inc. Executive Deferred Compensation
Plan (incorporated by reference to Exhibit 2.1 to
the Original 8-K) |
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10.2
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Form of Amendment Number Two to the Beverly
Enterprises, Inc. Supplemental Executive
Retirement Plan (incorporated by reference to
Exhibit 2.2 to the Original 8-K) |
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10.3
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Form of First Amendment to the Beverly
Enterprises, Inc. Enhanced Supplemental Executive
Retirement Plan (incorporated by reference to
Exhibit 2.3 to the Original 8-K) |
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10.4
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List of accelerated payments and benefits received
by the Named Executive Officers of Beverly
Enterprises, Inc. in connection with the
termination of the EDC Plan, the SERP and the
ESERP, acceleration of benefits under the 2003
Long Term Program and 1997 Long-Term Incentive
Plan and acceleration of certain cash severance
payments (incorporated by reference to Exhibit 2.4
to the Original 8-K) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: January 3, 2006 |
BEVERLY ENTERPRISES, INC.
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By: |
/s/ Pamela H. Daniels
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Name: |
Pamela H. Daniels |
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Title: |
Senior Vice President, Controller and
Chief Accounting Officer |
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EXHIBIT INDEX
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| Exhibit No. |
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Exhibit |
10.1
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Form of Second Amendment to the Beverly
Enterprises, Inc. Executive Deferred Compensation
Plan (incorporated by reference to Exhibit 2.1 to
the Original 8-K) |
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10.2
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Form of Amendment Number Two to the Beverly
Enterprises, Inc. Supplemental Executive
Retirement Plan (incorporated by reference to
Exhibit 2.2 to the Original 8-K) |
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10.3
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Form of First Amendment to the Beverly
Enterprises, Inc. Enhanced Supplemental Executive
Retirement Plan (incorporated by reference to
Exhibit 2.3 to the Original 8-K) |
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10.4
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List of accelerated payments and benefits received
by the Named Executive Officers of Beverly
Enterprises, Inc. in connection with the
termination of the EDC Plan, the SERP and the
ESERP, acceleration of benefits under the 2003
Long Term Program and 1997 Long-Term Incentive
Plan and acceleration of certain cash severance
payments (incorporated by reference to Exhibit 2.4
to the Original 8-K) |