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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW BEVERLY HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 62-1691861
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5111 Rogers Avenue, Suite 40-A
Fort Smith, Arkansas 72919
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $0.10 Par Value New York Stock Exchange
Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1: Description of Registrant's Securities to be Registered.
The description of such securities is hereby incorporated by reference
to the material set forth under the caption "Description of New Beverly Capital
Stock" in the Prospectus which constitutes a part of the Registration
Statement on Form S-1, File No. 333-28521, under the Securities Act of 1933,
as amended (the "Registration Statement").
Item 2: Exhibits.
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Exhibit
Number Description
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<S> <C>
3.1 -- Certificate of Incorporation of New Beverly Holdings,
Inc. dated April 15, 1997 (incorporated by reference to
Exhibit 3.1 to New Beverly Holdings, Inc.'s Registration
Statement on Form S-1 filed June 4, 1997 (File No.
333-28521)).
3.2 -- Amended Certificate of Incorporation of New Beverly
Holdings, Inc. dated May 29, 1997 (incorporated by
reference to Exhibit 3.2 to New Beverly Holdings, Inc.'s
Registration Statement on Form S-1 filed June 4, 1997
(File No. 333-28521)).
3.3 -- Bylaws of New Beverly Holdings, Inc. (incorporated by
reference to Exhibit 3.4 to New Beverly Holdings, Inc.'s
Registration Statement on Form S-1 filed June 4, 1997
(File No. 333-28521)).
4.1 -- Indenture dated as of February 1, 1996 between Beverly
Enterprises, Inc. and Chemical Bank, as Trustee, with
respect to Beverly Enterprises, Inc.'s 9% Senior Notes
due February 15, 2006 (incorporated by reference to
Exhibit 4.1 to Beverly Enterprises, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1995).
4.2 -- Form of Second Supplemental Indenture dated , 1997
between Beverly Enterprises, Inc., New Beverly Holdings,
Inc., certain subsidiaries of Beverly Enterprises, Inc. as
guarantors and The Chase Manhattan Bank, as Trustee, with
respect to Beverly's 9% Senior Notes due February 15, 2006
(incorporated by reference to Exhibit 4.2 to Beverly
Enterprises, Inc.'s and New Beverly Holdings, Inc's (and
additional Co-Registrants') Registration Statement on Form
S-4 filed on September 8, 1997 (File Nos. 333-25137 and
333-35137-01)).
4.3 -- Indenture dated as of March 15, 1983 between Beverly
Enterprises and Manufacturers Hanover Trust Company, Trustee
with respect to Beverly's 7 5/8% Convertible Subordinated
Debentures due March 15, 2003 (incorporated by reference to
Exhibit 4.2 to Beverly's Registration Statement on Form S-3
dated March 10, 1983 (File No. 2-82266)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NEW BEVERLY HOLDINGS, INC.
(Registrant)
By: /s/ Scott Tabakin
Name: Scott Tabakin
Title: Executive Vice President,
Chief Financial Officer and Director
Date: October 15, 1997
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INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
3.1 -- Certificate of Incorporation of New Beverly Holdings,
Inc. dated April 15, 1997 (incorporated by reference to
Exhibit 3.1 to New Beverly Holdings, Inc.'s Registration
Statement on Form S-1 filed June 4, 1997 (File No.
333-28521)).
3.2 -- Amended Certificate of Incorporation of New Beverly
Holdings, Inc. dated May 29, 1997 (incorporated by
reference to Exhibit 3.2 to New Beverly Holdings, Inc.'s
Registration Statement on Form S-1 filed June 4, 1997
(File No. 333-28521)).
3.3 -- Bylaws of New Beverly Holdings, Inc. (incorporated by
reference to Exhibit 3.4 to New Beverly Holdings, Inc.'s
Registration Statement on Form S-1 filed June 4, 1997
(File No. 333-28521)).
4.1 -- Indenture dated as of February 1, 1996 between Beverly
Enterprises, Inc. and Chemical Bank, as Trustee, with
respect to Beverly Enterprises, Inc.'s 9% Senior Notes
due February 15, 2006 (incorporated by reference to
Exhibit 4.1 to Beverly Enterprises, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1995).
4.2 -- Form of Second Supplemental Indenture dated , 1997
between Beverly Enterprises, Inc., New Beverly Holdings,
Inc., certain subsidiaries of Beverly Enterprises, Inc. as
guarantors and The Chase Manhattan Bank, as Trustee, with
respect to Beverly's 9% Senior Notes due February 15, 2006.
(incorporated by reference to Exhibit 4.2 to Beverly
Enterprises, Inc.'s and New Beverly Holdings, Inc's (and
additional Co-Registrants') Registration Statement on Form
S-4 filed on September 8, 1997 (File Nos. 333-25137 and
333-35137-01)).
4.3 -- Indenture dated as of March 15, 1983 between Beverly
Enterprises and Manufacturers Hanover Trust Company, Trustee
with respect to Beverly's 7 5/8% Convertible Subordinated
Debentures due March 15, 2003 (incorporated by reference to
Exhibit 4.2 to Beverly's Registration Statement on Form S-3
dated March 10, 1983 (File No. 2-82266)).
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