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) April 12, 2005
--------------
BEVERLY ENTERPRISES, INC.
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9550 62-1691861
------------------------------- ------------ -------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
One Thousand Beverly Way
Fort Smith, Arkansas 72919
-------------------------------------------- ----------
(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 7.01 Regulation FD Disclosure.
On April 12, 2005, Beverly Enterprises, Inc. (the "Company") issued a press
release announcing that it has reached an agreement with the Formation Capital
consortium - comprised of Formation Capital LLC, Appaloosa Management LP,
Franklin Mutual Advisers LLC, and Northbrook NBV - under which the consortium
will terminate its proxy contest. A copy of the press release is attached hereto
as Exhibit 99.1.
Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Exhibits
Exhibit No. Exhibit
----------- -------------
99.1 Press Release
2
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: April 12, 2005 BEVERLY ENTERPRISES, INC.
By: /s/Pamela H. Daniels
------------------------------------
Name: Pamela H. Daniels
Title: Senior Vice President, Controller and
Chief Accounting Officer
3
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
99.1 Press Release
4