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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
BEVERLY ENTERPRISES, INC.
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(Name of Registrant as Specified in its Charter)
ARNOLD M. WHITMAN
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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FOR IMMEDIATE RELEASE
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CONTACTS: MEDIA:
Jim Barron/Debbie Miller
Citigate Sard Verbinnen
(212) 687-8080
INVESTORS & ANALYSTS:
Daniel Burch 212-929-5748
Larry Dennedy 212-929-5239
Bob Marese 212-929-5405
MacKenzie Partners, Inc.
FORMATION CAPITAL GROUP NOMINATES SLATE OF INDEPENDENT
DIRECTORS FOR BOARD OF BEVERLY ENTERPRISES INC.
ALPHARETTA, GA, FEBRUARY 4, 2005 - Formation Capital LLC and its associates
Appaloosa Management L.P. and Franklin Mutual Advisers, LLC today announced
they have submitted a slate of six independent nominees for election to the
Board of Beverly Enterprises, Inc. (NYSE: BEV).
Arnold M. Whitman, Chief Executive Officer of Formation Capital stated,
"The slate we have submitted to stand for election to Beverly's Board is
comprised of highly qualified independent nominees who have extensive
industry and business experience - including two nominees who were directly
involved in the value creating Mariner Health Care transaction in 2004. If
elected, our nominees would act in the best interests of all Beverly
shareholders. To that end, they will be committed, subject to fiduciary
duties, to going forward with a process that would give due consideration
to our offer as well as any other proposals the Company may receive."
The nominees standing for election to the Beverly Board include:
JEFFREY A. BRODSKY
Since 2000, Mr. Brodsky has been a Managing Director of Quest Turnaround
Advisors, LLC, a turnaround management consulting services firm. Since
2002, he has served as Chairman and Chief Executive Officer of PTV, Inc.
(formerly NTL Europe, Inc. and NTL Incorporated), a new media company in
the United Kingdom.
Mr. Brodsky is currently a director of AboveNet, Inc., a provider of fiber
connectivity for business. From 2002 to 2004, Mr. Brodsky served as a
director of Comdisco Holding Company, Inc., a provider of equipment lease
financing of information and technology equipment to a variety of
industries. From 2002 to 2003, he served as Chairman of Cablecom GmbH, a
cable network operator in Switzerland. From 1994 to 1996, he served as a
director of Hawaiian Airlines, Inc.
JOHN J. DURSO
Since 2002, Mr. Durso has been a partner of the Chicago office of the law
firm Michael Best & Friedrich LLP, where he has chaired the national
Long-Term Care Practice Group. Prior to joining Michael Best, Mr. Durso was
for 17 years a partner with the law firm of Katten Muchin & Zavis, during
which time he chaired the firm's national health care practice. Mr. Durso
has dedicated his 28-year legal career to serving health care providers in
virtually every area of legal practice, including mergers, acquisitions,
joint ventures, corporate restructuring, and health care finance. Within
the health care arena, he has specialized in representing nursing homes and
other providers that serve seniors. Mr. Durso has represented and served as
a director on numerous not-for-profit health care providers Board of
Directors.
PHILIP L. MASLOWE
From 1997 until 2002, Mr. Maslowe served as Executive Vice President and
Chief Financial Officer of The Wackenhut Corporation, a security, staffing
and privatized prisons corporation. Prior to that, from 1993 to 1997, Mr.
Maslowe served as Executive Vice President and Chief Financial Officer of
KinderCare Learning Centers, Inc., the largest preschool and childcare
provider in the U.S.
Mr. Maslowe is currently a director of NorthWestern Corporation, a public
utility company. Mr. Maslowe previously served as non-executive Chairman of
AMF Bowling Worldwide, Inc., the world's largest owner and operator of
bowling centers. AMF Bowling was sold to a private equity firm in February,
2004. From August 2002 to December 2004, Mr. Maslowe served on the Board of
Directors of Mariner Health Care, Inc., a publicly held integrated health
care services provider.
CHARLES M. MASSON
Since September 2002, Mr. Masson has been managing partner of Masson &
Company, LLC, a firm providing interim and crisis management, turnaround
consulting and assessment, and financial restructuring services. From April
1999 to September 2002, Mr. Masson was a managing partner of Leary, Masson
& Associates, LLC, a firm providing similar services.
Since 2005, he has been serving as Chairman and Chief Restructuring Officer
of Kinetic Systems, Inc., an engineering and construction provider of
process piping to the semi-conductor and bio-pharmaceutical industries. In
2001, he served as Chief Executive Officer of Maidenform, Inc., an intimate
apparel maker. Mr. Masson is currently a director of Algoma Steel Inc., an
integrated steel producer.
MOHSIN Y. MEGHJI
Since 2002, Mr. Meghji has been a Principal of Loughlin Meghji + Company, a
financial advisory boutique specializing in advising management, investors
and lenders in relation to transactions involving financially challenged
companies. From 1998 to 2002, he was a member of the Global Corporate
Finance Group of Arthur Andersen LLP. From May 2002 when it emerged from
Chapter 11 to December 2004 upon its sale, Mr. Meghji served on the Board
of Directors of Mariner Health Care, Inc., a publicly held integrated
health care services provider. From July 1999 to May 2002, Mr. Meghji
served as financial advisor to various creditors in relation to the
restructuring of Mariner Health Care.
GUY SANSONE
Since 1999, Mr. Sansone has been with Alvarez & Marsal, LLC, a global
professional services firm specializing in turnaround management and
corporate restructuring, where he has been a Managing Director since 2002.
From March 2003 to September 2004, he served as Interim Chief Financial
Officer of Healthsouth Corporation, a provider of outpatient surgery,
diagnostic imaging and rehabilitative healthcare services. In 2002, he
served as Interim President and Chief Executive Officer of Rotech
Healthcare Inc., a provider of home medical equipment, respiratory
equipment and services and respiratory medications for home use. From 2000
to 2003, he served as Senior Vice President, focusing on the restructuring
of Integrated Health Services Inc., a provider of post-acute healthcare
services. From 1999 to 2000, he served as Chief Financial Officer of
Telegroup, Inc., an alternative provider of domestic and international
telecommunications services. Mr. Sansone is currently a director of Rotech
Healthcare Inc.
IMPORTANT INFORMATION
Arnold Whitman and certain other persons may be deemed to be "participants
in the solicitation" (as defined in Instruction 3 to Item 4 of Schedule 14A
of the Securities and Exchange Act of 1934, as amended) of the stockholders
of Beverly Enterprises in connection with the Company's 2005 annual meeting
of stockholders. A list of these persons will be included in Exhibit L to
Amendment # 3 to a Schedule 13D filed with the Securities and Exchange
Commission (SEC) with respect to the common stock of Beverly Enterprises by
Mr. Whitman, Appaloosa Management L.P., Franklin Mutual Advisers, LLC. A
description of the interests in solicitation of these persons is contained
in the Schedule 13D as amended, including in Exhibit L. The Schedule 13D
was originally filed with the SEC on January 24, 2005. Exhibit L is
included in Amendment No. 3 to be filed with the SEC on February 4, 2005.
Mr. Whitman intends to file a proxy statement with the SEC for the
solicitation of the stockholders of Beverly Enterprises in connection with
the Company's 2005 annual meeting of stockholders. Security holders of
Beverly Enterprises are urged to read the proxy statement and any other
proxy solicitation materials filed by Mr. Whitman (when they become
available) because they will contain important information.
Investors will be able to obtain a free copy of the proxy statement and
other documents filed by Mr. Whitman with the SEC (when they become
available) at the SEC's website at www.sec.gov. Investors will also be able
to obtain a free copy of the proxy statement and these other documents
(when they become available) by contacting MacKenzie Partners, Inc., the
proxy solicitor retained in connection with the solicitation, at (212)
929-5500 (call collect) or (800) 322-2885 (call toll-free) or by email at
proxy@mackenziepartners.com.
Consent has not been sought or obtained for the use, as proxy-soliciting
material, of previously published material reproduced in this document.
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