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) September 22, 2005
BEVERLY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-9550
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62-1691861 |
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| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| One Thousand Beverly Way |
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| Fort Smith, Arkansas
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72919 |
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| (Address of Principal Executive Offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On September 22, 2005, Beverly Enterprises, Inc. (the “Company”) entered into a Second Amendment to
Agreement and Plan of Merger (the “Second Amendment”) with North American Senior Care, Inc.
(“NASC”), NASC Acquisition Corp., a wholly-owned subsidiary of NASC (“Merger Sub”), and SBEV
Property Holdings LLC (“SBEV”). The Second Amendment, among other things, (i) broadens the
definition of a “Superior Proposal” pursuant to which the Company would be permitted to terminate
the Agreement; (ii) extends until October 21, 2005, the time period for the Parent Group to file
its applications for Government Consents, provide updated Debt
Commitment Letters and provide the required Solvency Opinion; (iii) extends
until November18, 2005, the time period for Parent to provide an
updated Equity Commitment Letter, and an additional good faith deposit in the amount of
$50,000,000; (iv) increases the Initial BIF Deposit by $3,000,000; and (v) suspends the Company’s
covenant not to solicit other transactions until Parent has deposited the additional good faith
deposit and provided the updated Solvency Opinion and Debt Commitment Letters.
The parties’ obligations are subject to other conditions of closing, each as set forth in the
Agreement and Plan of Merger dated as of August 16, 2005, by and among the Company, NASC, Merger
Sub and SBEV, as amended (the “Agreement”). The foregoing description of the Second Amendment is
qualified in its entirety by reference to the Second Amendment, a copy of which is included as
Exhibit 2.1 hereto and is incorporated by reference herein. Undefined capitalized terms used
above have the meanings set forth in the Agreement.
Item 8.01 Other Events
On September 23, 2005, the Company issued a press release, a copy of which is attached hereto and
incorporated herein by reference, announcing the execution of the Second Amendment. On September
23, 2005, the Company issued an email communication to its employees, a copy of which is attached
hereto as Exhibit 99.2 and incorporated herein by reference, announcing the execution of the Second
Amendment.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
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| Exhibit No. |
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Exhibit |
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2.1
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Second Amendment to Agreement and Plan of Merger,
dated as of September 22, 2005, among North
American Senior Care, Inc., NASC Acquisition Corp.,
Beverly Enterprises, Inc. and SBEV Property
Holdings LLC |
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99.1
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Press release, dated September 23, 2005 |
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99.2
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Email Communication to Employees,
dated September 23, 2005 |