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) January 24, 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 of (Commission (I.R.S. Employer
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)
|_| 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
The Board of Directors of Beverly Enterprises, Inc. adopted a Shareholder
Rights Plan on January 25, 2005. A copy of the press release announcing the
adoption of the Rights Plan is attached hereto as Exhibit 99.2.
Item 3.03 Material Modification to Rights of Securities Holders
The Board of Directors of Beverly Enterprises, Inc. adopted a Shareholder
Rights Plan on January 25, 2005. A copy of the press release announcing the
adoption of the Rights Plan is attached hereto as Exhibit 99.2.
Item 7.01 Regulation FD Disclosure.
a. On January 24, 2005, the Company issued a press release announcing that
it is aware of the 13-D filing by Appaloosa Management LP, Franklin Mutual
Advisors LLC, Formation Capital LLC and Northbrook NBV LLC. The Beverly Board of
Directors is reviewing the preliminary expressions of interest referred to in
the filing and will respond in due course. A copy of the press release is
attached hereto as Exhibit 99.1.
b. On January 26, 2005, the Company issued a press release announcing the
adoption of a Shareholder Rights Plan. A copy of the press release is attached
hereto as Exhibit 99.2.
Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Exhibits
Exhibit No. Exhibit
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99.1 Press Release
99.2 Press Release
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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: January 26, 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
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release
99.2 Press Release
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