SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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| o | Preliminary Proxy Statement |
| o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| o | Soliciting Material Pursuant to Rule 14a-12 |
BEVERLY ENTERPRISES, INC.
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| NEWS RELEASE |  |
BEI Investor Contact: |
James M. Griffith Senior Vice President BEI Investor Relations (479) 201-5514 |
News Media Contacts: |
Blair C. Jackson Vice President BEI Corporate Communications (479) 201-5263 Jim Barron/Debbie Miller Citigate Sard Verbinnen (212) 687-8080 |
Beverly Enterprises and Formation Capital Consortium
Reach Agreement to Terminate Proxy Contest
On-going Sale Process to include Consortium on an Equitable Basis
FORT SMITH, Ark. and ALPHARETTA, Ga., April 12, 2005 — Beverly Enterprises, Inc. (“BEI”) (NYSE: BEV) and the Formation Capital consortium — comprised of Formation Capital LLC, Appaloosa Management LP, Franklin Mutual Advisers LLC, and Northbrook NBV — today announced that they have reached an agreement under which the consortium will terminate its proxy contest.
Under the terms of the agreement, Arnold Whitman, Chief Executive Officer of Formation Capital, will withdraw his nominees for election to the BEI Board of Directors at the Company’s April 21, 2005, Annual Meeting of Stockholders. The consortium and BEI have also signed a Confidentiality Agreement under which the consortium will be included in the auction of BEI on a level playing field basis with other interested parties.
The statements in this document relating to matters that are not historical facts are forward-looking statements based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, including the risks and uncertainties detailed from time to time in BEI’s filings with the Securities and Exchange Commission. Although BEI believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. BEI assumes no duty to publicly update or revise
such statements, whether as a result of new information, future events or otherwise.
BEI, through its operating subsidiaries, is a leading provider of healthcare services to the elderly in the United States. BEI currently operates 346 skilled nursing facilities, as well as 18 assisted living centers, and 56 hospice and home care centers. Through Aegis Therapies, BEI also offers rehabilitative services on a contract basis to facilities operated by other care providers.
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