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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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* *
* Read Instruction (on back page) Before Preparing Form. Please Print or Type. *
* *
* NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS *
* VERIFIED ANY INFORMATION CONTAINED HEREIN. *
* *
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
New Beverly Holdings, Inc.
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FULL NAME OF REGISTRANT
N/A
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FORMER NAME IF APPLICABLE
5111 Rogers Avenue, Suite 40-A
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
Fort Smith, Arkansas 72919-0155
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CITY, STATE AND ZIP CODE
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant was unable to timely file its quarterly report on Form 10-Q for
the period ended September 30, 1997 because at the time at which such report
was due, the Registrant's executive officers and financial reporting group were
involved in the closing of a significant transaction in which shares of common
stock of the Registrant will be distributed to the stockholders of Beverly
Enterprises, Inc., of which NBHI currently is a wholly-owned subsidiary (the
"Distribution"), as more fully described in the Registrant's Form S-1
Registration Statement, as declared effective by the Commission on October 17,
1997 (File No. 333-28521). The Distribution is being consummated in connection
with the merger by and between Beverly and Capstone Pharmacy Services, Inc.
("Capstone"), in which immediately subsequent to the Distribution, Beverly
(which will then consist solely of the Institutional Pharmacy Business of
Beverly with the Remaining Health Care Business of Beverly having been
previously distributed to the Registrant in the Distribution) will be merged
with and into Capstone (the "Merger"), as more fully described in the Joint
Proxy Statement/Prospectus of Beverly and Capstone, as declared effective by the
Commission on October 17, 1997 (File No. 333-28517). As the result of the time
required in order to prepare the Registrant for this series of complex and
interrelated transactions, the Registrant was unable to timely file its Form
10-Q for the period ended September 30, 1997.
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(ATTACH EXTRA SHEETS IF NEEDED)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Pamela H. Daniels (501) 484-8980
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s).
[X] Yes [ ] No
N/A
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made. N/A
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New Beverly Holdings, Inc.
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(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 2, 1997 By: Pamela H. Daniels
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Vice President, Controller and
Chief Accounting Officer
