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
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| Date of report (Date of
earliest event reported)
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August 23, 2005 |
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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
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(Commission
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(I.R.S. Employer |
Incorporation)
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File Number)
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Identification No.) |
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One Thousand Beverly Way |
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Fort Smith, Arkansas
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72919 |
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(Address of Principal Executive Offices)
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(Zip
Code)
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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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On August 23, 2005, Beverly Enterprises, Inc. (the “Company”) entered into a First
Amendment to Agreement and Plan of Merger (the “First Amendment”) with North American
Senior Care, Inc. (“NASC”), NASC Acquisition Corp., a wholly-owned subsidiary of NASC
(“Merger Sub”), and SBEV Property Holdings LLC (“SBEV”), which provides that Merger
Sub will be merged with and into the Company (the “Merger”). Upon consummation of the
Merger, the separate corporate existence of Merger Sub shall cease to exist and the Company shall
continue as a wholly owned subsidiary of NASC.
The Agreement and Plan of Merger among the Company, NASC, Merger Sub and SBEV dated as of August
16, 2005 (the “Original Merger Agreement”), as amended by the First Amendment (together
with the Original Merger Agreement, the “Merger Agreement”) contains substantially the same
terms as the Original Merger Agreement, except that upon consummation of the Merger, the holders of
all outstanding shares of common stock shall be entitled to receive a cash payment equal to $13.00
per share and NASC is entitled to a larger termination fee in certain circumstances where the
Merger Agreement is terminated. Both parties’ obligations are subject to other conditions of
closing, each as set forth in the Merger Agreement. The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the First Amendment, a copy of which is
included as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events
On August 24, 2005,
the Company issued a press release announcing the execution of the First
Amendment, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference. A message from William Floyd, the
Company’s Chairman and Chief Executive Officer, to the
Company’s employees concerning the First Amendment is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
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| Exhibit No. |
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Exhibit |
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2.1
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First Amendment to Agreement and Plan of Merger,
dated as of August 23, 2005, among North American
Senior Care, Inc., NASC Acquisition Corp., Beverly
Enterprises, Inc. and SBEV Property Holdings LLC |
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99.1
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Press release, dated August 24, 2005 |
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99.2
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Message from William Floyd to the
employees of Beverly Enterprises, Inc. |