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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
________ TO ________
COMMISSION FILE NUMBER 1-9550
NEW BEVERLY HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1691861
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5111 ROGERS AVENUE, SUITE 40-A
FORT SMITH, ARKANSAS 72919-0155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (501) 452-6712
INDICATE BY CHECK MARK WHETHER REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO
BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT REGISTRANT WAS REQUIRED
TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
YES X NO
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SHARES OF REGISTRANT'S COMMON STOCK, $.10 PAR VALUE, OUTSTANDING,
EXCLUSIVE OF TREASURY SHARES, AT OCTOBER 31, 1997 -- 1,000
THE REGISTRANT HEREBY STATES THAT IT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTIONS H(1)(a) AND H(1)(b) OF FORM 10-Q AND IS THEREFORE FILING THIS
REPORT WITH THE REDUCED DISCLOSURE FORMAT PROVIDED FOR THEREBY.
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NEW BEVERLY HOLDINGS, INC.
FORM 10-Q
SEPTEMBER 30, 1997
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Balance Sheet.................................. 2
Note to Balance Sheet.......................... 3
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................... 4
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NEW BEVERLY HOLDINGS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF BEVERLY ENTERPRISES, INC.)
BALANCE SHEET
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash ................................................................ $100
----
Total assets ............................................... $100
====
STOCKHOLDER'S EQUITY
Stockholder's equity:
Common stock, $.10 par value; 3,000 shares authorized;
1,000 shares issued and outstanding ............................ $100
----
Total stockholder's equity ................................. $100
====
</TABLE>
See accompanying note.
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NEW BEVERLY HOLDINGS, INC.
NOTE TO BALANCE SHEET
SEPTEMBER 30, 1997
(UNAUDITED)
New Beverly Holdings, Inc. ("New Beverly") was incorporated in the
state of Delaware on April 15, 1997, as a wholly-owned subsidiary of Beverly
Enterprises, Inc. ("Beverly"). New Beverly was formed in connection with the
execution of an Agreement and Plan of Distribution (the "Distribution
Agreement") by and between Beverly and New Beverly dated April 15, 1997. Under
the Distribution Agreement, Beverly will transfer all of its skilled nursing and
rehabilitation facilities, transitional acute care hospitals, outpatient therapy
clinics, assisted living facilities, hospice and home health agencies and other
health care and related services and businesses, other than its institutional
and mail service pharmacy business currently operated by Pharmacy Corporation of
America ("PCA"), to New Beverly, and shares of New Beverly will be distributed
to the Beverly stockholders in a tax-free spin-off. Beverly, then consisting
solely of the institutional and mail service pharmacy business operated by PCA,
will merge into and be acquired by Capstone Pharmacy Services, Inc. ("Capstone")
through a tax-free exchange of shares of common stock of Capstone for Beverly
common shares (the"Merger"), all as contemplated by an Agreement and Plan of
Merger dated April 15, 1997 (the "Merger Agreement").
New Beverly will become a public company upon the consummation of the
Distribution Agreement and the Merger Agreement, will change its name to Beverly
Enterprises, Inc. and will be treated as the continuation of Beverly. Closing
under the Merger Agreement is subject to certain conditions, including but not
limited to the approvals of both Beverly and Capstone stockholders, completion
of all requirements under the Distribution Agreement, customary regulatory
approvals and the receipt, at the option of Beverly, of either a favorable tax
ruling from the Internal Revenue Service or an opinion of counsel or Ernst &
Young LLP concerning the tax-free nature of the transactions. On September 19,
1997, Beverly received a favorable tax ruling with respect to the Distribution
transaction, and on November 20, 1997, the respective stockholders of Beverly
and Capstone approved both the Merger transaction and the Distribution
transaction. For accounting and financial reporting purposes, the described
transactions will be treated as the spin-off of PCA and a reorganization/
recapitalization of Beverly into New Beverly since New Beverly will continue
the majority of the Beverly businesses. No gain will be recognized as a result
of the spin-off for the difference between the market value of the Capstone
shares received and the carrying value of the net assets of PCA. In addition,
since Beverly stockholders will own a majority of the outstanding shares of
Capstone after the Merger, the Merger transaction will be accounted for as a
reverse acquisition of Capstone by PCA.
New Beverly's registration statement on Form S-1 under the Securities
Act of 1933, as amended (the "1933 Act") with respect to the securities to be
issued to Beverly stockholders became effective on October 17, 1997 and its
registration statement on Form 8-A under the Securities Exchange Act of 1934, as
amended (the "1934 Act") became effective on October 15, 1997. New Beverly
thereby became obligated to file quarterly and other reports from time to time
under the 1934 Act, with the filing of this quarterly report on Form 10-Q being
required to be filed within 45 days after the effectiveness of the 1934 Act
registration statement. New Beverly has had no operations from its inception
through September 30, 1997. Therefore, the Statement of Operations and the
Statement of Cash Flows have been omitted from the financial statements.
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PART II
NEW BEVERLY HOLDINGS, INC.
OTHER INFORMATION
SEPTEMBER 30, 1997
(UNAUDITED)
Item 6(a). Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
27.1 Financial Data Schedule for the five months ended
September 30, 1997
</TABLE>
Item 6(b). Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the Quarter ended
September 30, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEW BEVERLY HOLDINGS, INC.
Registrant
Dated: December 2, 1997 By: PAMELA H. DANIELS
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Pamela H. Daniels
Vice President, Controller and
Chief Accounting Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE NEW
BEVERLY HOLDINGS, INC. FINANCIAL STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 100
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
