8-K 1 a4989767.txt BEVERLY ENTERPRISES, INC., 8-K 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) October 6, 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 October 6, 2005, Beverly Enterprises, Inc. ("BEI") issued a press release announcing that its 2.75 percent Convertible Subordinated Notes due 2033 (the "Notes") continue to be eligible for conversion into BEI's common stock at a conversion rate of 134.1922 per $1,000 principal amount of Notes, or $7.45 per share. A copy of the press release is attached to this report as Exhibit 99.1. 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: October 6, 2005 BEVERLY ENTERPRISES, INC. By: /s/Pamela H. Daniels ------------------------ Name: Pamela H. Daniels Title: Senior Vice President, Controller and Chief Accounting Officer 3 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release 4

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 6, 2005

BEVERLY ENTERPRISES, INC.

Delaware		1-9550		62-1691861
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer 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:

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
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Resolution

Item 1.01 Entry into a Material Definitive Agreement

On September 6, 2005, the Board of Directors of Beverly Enterprises, Inc. (the “Company”), by unanimous written consent, agreed on a special compensation package of $45,000 (the “Special compensation”) for Mr. John D. Fowler, Jr., a member of the Board, in recognition of the significant oversight responsibilities and additional time undertaken by him in his role as the primary Board liaison with the Company and its legal and financial advisors in connection with the auction and potential sale of the Company. The Board resolution authorizing the Special Compensation is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Exhibit No.		Exhibit
10.1		Resolution, dated September 6, 2005, of the Board of Directors of Beverly Enterprises, Inc., authorizing the Special Compensation for Mr. John D. Fowler, Jr.

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: September 7, 2005	BEVERLY ENTERPRISES, INC.
	By:	/s/ Pamela H. Daniels
	Name:		Pamela H. Daniels
	Title:		Senior Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.		Exhibit
10.1		Resolution, dated September 6, 2005, of the Board of Directors of Beverly Enterprises, Inc., authorizing the Special Compensation for Mr. John D. Fowler, Jr.

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