UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 March 14, 2006
event reported)
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 (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
One Thousand Beverly Way
Fort Smith, Arkansas 721919
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or
Standard; Transfer of Listing.
On March 14, 2006, PSC Sub, LLC ("PSC Sub"), a Delaware limited liability
company formerly known as PSC Sub, Inc., and a wholly owned subsidiary of Pearl
Senior Care, LLC ("PSC"), a Delaware limited liability company formerly known as
Pearl Senior Care, Inc., was merged (the "Merger") with and into Beverly
Enterprises, Inc. (the "Company") pursuant to the terms of the Agreement and
Plan of Merger, dated as of August 16, 2005, as amended as of August 23, 2005,
September 22, 2005, November 20, 2005 and December 20, 2005, by and among the
Company, PSC, PSC Sub, and Geary Property Holdings, LLC. PSC is an affiliate of
Fillmore Capital Partners, LLC ("Fillmore Capital Partners).
As a result of the Merger, each share of common stock (each a "Share") of the
Company outstanding (other than treasury Shares or Shares held by shareholders
who properly exercised appraisal rights under Delaware law) has been converted
into the right to receive $12.50 per Share in cash, without interest.
As a result of the Merger, the Company no longer fulfills the numerical listing
requirements of the New York Stock Exchange (the "NYSE"). Accordingly, the
Company will notify the NYSE and request that its common stock be withdrawn from
listing on the NYSE prior to the open of trading on March 15, 2006. The Company
also will file with the Securities and Exchange Commission (the "SEC") a
Certification on Form 15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requesting that the Company's common stock be deregistered
and that the Company's reporting obligations under Section 13 and 15(d) of the
Exchange Act be suspended.
A copy of the press release issued by the Company and PSC announcing the
completion of the Merger is attached as Exhibit 99.1 hereto.
Item 8.01 Other Events.
The information contained in Item 3.01 above is incorporated herein by
reference.
Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Exhibits
Exhibit No. Exhibit
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99.1 Press Release issued by Company and PSC, dated
March 14, 2006, announcing completion of the Merger.
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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: March 14, 2006 BEVERLY ENTERPRISES, INC.
By: /s/ John G. Arena
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Name: John G. Arena
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release issued by Company and PSC, dated
March 14, 2006, announcing completion of the Merger.
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