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) March 22, 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 March 22, 2005, Beverly Enterprises, Inc. (the "Company") issued a press release disclosing that the Board of Directors had voted to conduct an auction process to seek to maximize value for all of the Company's stockholders as soon as practicable through a sale of the Company or similar transaction. 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: March 22, 2005 BEVERLY ENTERPRISES, INC. By: /s/ Jeffrey P. Freimark -------------------------------------- Name: Jeffrey P. Freimark Title: Executive Vice President, Chief Financial and Information Officer 3 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release 4