<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997
REGISTRATION NO. 333-28517
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CAPSTONE PHARMACY SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 37-0903482 11-2310352
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer Identification
Incorporation or Organization) Classification Code Number) Number)
</TABLE>
9901 EAST VALLEY RANCH PARKWAY, SUITE 3001
IRVING, TEXAS 75063
(972) 401-1541
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------------
JAMES D. SHELTON
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
CAPSTONE PHARMACY SERVICES, INC.
9901 EAST VALLEY RANCH PARKWAY, SUITE 3001
IRVING, TEXAS 75063
(972) 401-1541
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
<TABLE>
<S> <C>
MARK MANNER H. WATT GREGORY, III
HARWELL HOWARD HYNE GABBERT & MANNER, P.C. GIROIR, GREGORY, HOLMES & HOOVER, PLC
1800 FIRST AMERICAN CENTER SUITE 1900
315 DEADERICK STREET 111 CENTER STREET
NASHVILLE, TENNESSEE 37238 LITTLE ROCK, ARKANSAS 72201
(615) 256-0500 (501) 372-3000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective and all other
conditions to the merger (the "Merger") of Beverly Enterprises, Inc. ("Beverly")
with and into the Registrant pursuant to the Merger Agreement (as defined
herein) have been satisfied or are waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL applies to Capstone, and the relevant portion of
the DGCL provides as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance. (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
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incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
The Capstone Certificate of Incorporation limits the liability of directors
(in their capacity as directors, but not in their capacity as officers) to
Capstone or its stockholders to the fullest extent permitted by the DGCL, as
amended. Specifically, no director of Capstone will be personally liable to
Capstone or its stockholders for monetary damages for breach of the director's
fiduciary duty as a director, except as provided in Section 102 of the DGCL for
liability: (i) for any breach of the director's duty of loyalty to Capstone or
its stockholders; (ii) for acts or omissions not in good faith and which involve
intentional misconduct or knowing violation of law; (iii) under Section 174 of
the DGCL, which relates to unlawful payments of dividends or unlawful stock
repurchases or redemptions; or (iv) for any transaction from which the director
derived an improper personal benefit. The inclusion of this provision in the
Capstone Certificate of Incorporation may have the effect of reducing the
likelihood of derivative litigation against directors, and may discourage or
deter
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stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such action, if successful, might otherwise
have benefitted Capstone and its stockholders.
Under the Capstone Certificate of Incorporation and in accordance with
Section 145 of the DGCL, Capstone will indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a "derivative" action by or in the right of Capstone)
by reason of the fact that such person was or is a director or officer of
Capstone, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of Capstone, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such acts were unlawful. A similar standard
of care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such an
action and then, where the person is adjudged to be liable to Capstone, only if
and to the extent that the Court of Chancery of the State of Delaware or the
court in which such action was brought determines that such person is fairly and
reasonably entitled to such indemnity and then only for such expenses as the
court deems proper. Capstone will indemnify, pursuant to the standard enumerated
in Section 145 of the DGCL, any past or present officer or director who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed derivative action by or in the right of Capstone.
The Capstone Certificate of Incorporation of Capstone provides that
Capstone may pay for the expenses incurred by an indemnified director or officer
in defending the proceedings specified above in advance of their final
disposition, provided that, if the DGCL so requires, such indemnified person
agrees to reimburse Capstone if it is ultimately determined that such person is
not entitled to indemnification. The Capstone Certificate of Incorporation also
allows Capstone, in its sole discretion, to indemnify any person who is or was
one of its employees and agents to the same degree as the foregoing
indemnification of directors and officers. To the extent that a director,
officer, employee or agent of Capstone has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith. In addition, Capstone may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
Capstone or another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against and incurred by such person in
such capacity, or arising out of the person's status as such whether or not
Capstone would have the power or obligation to indemnify such person against
such liability under the provisions of the DGCL. Capstone maintains insurance
for the benefit of Capstone's officers and directors insuring such persons
against certain liabilities, including civil liabilities under the securities
laws. Additionally, Capstone has entered into indemnification agreements with
each of the Directors of Capstone, which, among other things, provides that
Capstone will indemnify such Directors to the fullest extent permitted by the
Capstone Certificate of Incorporation and the DGCL and will advance expenses of
defending claims against such Directors.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Reference is made to the exhibit index immediately following the
signature page to the Registration Statement.
(b) The Schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
(c) The following opinions are included in the Joint Proxy
Statement/Prospective as indicated:
<TABLE>
<S> <C>
Opinion of Merrill Lynch, Pierce, Fenner & Smith, Inc....... Annex D
Opinion of Stephens Inc..................................... Annex E
Opinion of Adirondack Capital Advisors, LLC................. Annex F
</TABLE>
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ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
4. That every prospectus (i) that is filed pursuant to the paragraph
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
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(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
6. The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business
day of receipt of such request, and to send the incorporated documents by
first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
7. The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became Effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Dallas, State of Texas, on the 17th day of October, 1997.
CAPSTONE PHARMACY SERVICES, INC.
By: /s/ JAMES D. SHELTON
------------------------------------
James D. Shelton
Executive Vice President, Chief
Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on the dates indicated by the
following persons in the capacities indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ JAMES D. SHELTON Executive Vice President, October 17, 1997
- ----------------------------------------------------- Chief Financial Officer
James D. Shelton and Secretary (Chief
Accounting Officer)
* Chairman October 17, 1997
- -----------------------------------------------------
Allan C. Silber
* Vice Chairman October 17, 1997
- -----------------------------------------------------
Morris A. Perlis
* Director October 17, 1997
- -----------------------------------------------------
Joseph Furlong, III
* Director October 17, 1997
- -----------------------------------------------------
John Haronian
* Director October 17, 1997
- -----------------------------------------------------
Albert Reichmann
* Director October 17, 1997
- -----------------------------------------------------
Edward Sonshine
* Director October 17, 1997
- -----------------------------------------------------
Dr. Gail Wilensky
* Director October 17, 1997
- -----------------------------------------------------
John E. Zuccotti
* /s/ JAMES D. SHELTON
- ----------------------------------------------------
As attorney-in-fact
</TABLE>
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
2.1 -- Agreement and Plan of Merger between Beverly and
Capstone, dated April 15, 1997 (incorporated by reference
to Annex B to the Joint Proxy Statement/Prospectus).
2.2 -- Asset Purchase Agreement among Integrated Health
Services, Inc. ("IHS"), Symphony Pharmacy Services, Inc.,
various of its subsidiaries ("Symphony") and Capstone,
dated June 20, 1996 (incorporated by reference to Exhibit
2 to Capstone's Current Report on Form 8-K dated July 18,
1996).
2.3 -- Amendments No. 1 to the Asset Purchase Agreement by and
between IHS, Symphony and Capstone, dated July 30, 1996.
(incorporated by reference to Exhibit 2.3 to Capstone's
Annual Report on Form 10-K for fiscal year ended December
31, 1996).
2.4 -- Agreement and Plan of Merger dated January 3, 1997, by
and among Clinical Care-SNF, Inc., Ron Belville, Capstone
and Institutional Pharmacy Services, Inc. ("IPS")
(incorporated by reference to Exhibit 2.1 to Capstone's
Current Report on Form 8-K dated January 31, 1997).
2.5 -- Agreement and Plan of Merger dated January 3, 1997, by
and among Portaro Pharmacies, Inc., Denis Portaro, Sandra
Portaro, Denis A. and Sandra Lou Portaro Revocable Trust
of 1992, Capstone and IPS (incorporated by reference to
Exhibit 2.2 to Form 8-K dated January 31, 1997).
2.6 -- Asset Purchase Agreement by and between Pharmacare, Inc.
and IPS, dated March 24, 1997 (incorporated by reference
to Exhibit 2.9 to Capstone's Annual Report on Form 10-K
for fiscal year ended December 31, 1996).
4.1 -- Form of Series B Warrant Certificate (incorporated by
reference to Exhibit 4.1 to Capstone's Registrant's
Registration Statement on Form S-3 (Reg. No. 333-03643)).
4.2 -- Form of Series B Warrant Agreement, dated as of August 7,
1996, between Capstone and First Union National Bank of
North Carolina (incorporated by reference to Exhibit 4.2
to Capstone's Registration Statement on Form S-3 (Reg.
No. 33-03643)).
4.4 -- Form of Warrant ($4.50) for Purchase of Common Stock
(incorporated by reference to Exhibit 4.5 to Capstone's
Annual Report on Form 10-K for fiscal year ended February
29, 1995).
4.5 -- Form of Warrant ($5.50) for Purchase of Common Stock
(incorporated by reference to Exhibit 4.6 to Capstone's
Annual Report on Form 10-K for fiscal year ended February
29, 1995).
4.6 -- Stock Purchase Agreement, dated December 16, 1994,
between Capstone and Counsel Corporation (incorporated by
reference to Exhibit 4.7 to Capstone's Annual Report on
Form 10-K for fiscal year ended February 29, 1995).
4.7 -- Warrant to Purchase Shares of Common Stock, dated
December 16, 1994, for the purchase of 800,000 shares
(incorporated by reference to Exhibit 4.8 to Capstone's
Annual Report on Form 10-K for fiscal year ended February
29, 1995).
4.8 -- Warrant to Purchase Shares of Common Stock, dated
December 16, 1994, for the purchase of 1,000,000 shares
(incorporated by reference to Exhibit 4.9 to Capstone's
Annual Report on Form 10-K for fiscal year ended February
29, 1995).
4.9 -- Warrant to purchase shares of Common Stock dated January
1, 1996, for the purchase of 75,000 shares. (incorporated
by reference to Exhibit 4.9 to Capstone's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996)
4.10 -- Warrant to purchase shares of Common Stock dated December
20, 1995 for the purchase of 15,000 shares. (incorporated
by reference to Exhibit 4.10 to Capstone's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996)
</TABLE>
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<TABLE>
<C> <S>
4.11 -- Form of ACA Investors Warrant ($12.00) for purchase of Common Stock (incorporated by reference to
Exhibit 4.11 to Capstone's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
4.13 -- Form of Certificate of Amendment to Certificate of Incorporation of Capstone (incorporated by
reference to Annex G to the Joint Proxy Statement/Prospectus).
5.1* -- Opinion of Harwell Howard Hyne Gabbert & Manner P.C.
8.1 -- Internal Revenue Service Private Letter Ruling dated September 19, 1997.
8.2 -- Opinion of Caplin & Drysdale, Chartered as to certain tax matters.
23.1* -- Consent of Arthur Andersen LLP.
23.2** -- Consent of Ernst & Young LLP.
23.3* -- Consent of Roth and Company
23.4* -- Consent of Blackman Kallick Bartelstein, LLP
23.5* -- Consent of KPMG Peat Marwick LLP
23.6** -- Consent of Stephens Inc.
23.7** -- Consent of Merrill Lynch, Pierce, Fenner & Smith, Inc.
23.8* -- Consent of Adirondack Capital Advisors, LLC
23.9* -- Consent of Harwell Howard Hyne Gabbert & Manner, P.C. (contained in Exhibit 5.1).
23.10* -- Consent of Caplin & Drysdale, Chartered.
24* -- Power of Attorney (included on signature page).
</TABLE>
- ---------------
* Previously filed
** Filed herewith.
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 4 to the Registration Statement (Form S-4 No. 333-28517) and
related Prospectus of Capstone Pharmacy Services, Inc. and Joint Proxy Statement
of Beverly Enterprises Inc. and Capstone Pharmacy Services, Inc. for the
registration of 50,000,000 shares of Capstone Pharmacy Services, Inc. common
stock and to the incorporation by reference therein of our report dated February
7, 1997 (except for Note 2, paragraph 3, as to which the date is March 13, 1997)
with respect to the consolidated financial statements and schedule of Beverly
Enterprises, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
We also consent to the reference to our firm under the caption "Experts"
and to the use of our report dated April 18, 1997, with respect to the
consolidated financial statements and schedule of Pharmacy Corporation of
America included in the above mentioned Amendment No. 4 to the Registration
Statement and related Prospectus of Capstone Pharmacy Services, Inc.
Ernst & Young LLP
October 7, 1997
Little Rock, Arkansas
<PAGE> 1
EXHIBIT 23.6
We hereby consent to the use of our opinion letter dated April 15, 1997 to
the Board of Directors of Beverly Enterprises, Inc. included as Annex E to the
Joint Proxy Statement/Prospectus which forms a part of Amendment No. 4 to
Registration Statement No. 333-28517 on Form S-4 relating to the proposed merger
of Beverly Enterprises, Inc. with and into Capstone Pharmacy Services, Inc. and
to references to such opinion in such Joint Proxy Statement/Prospectus. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we thereby admit that we are experts with respect to any part
of such Registration Statement within the meaning of the term "experts" as used
in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
/s/ STEPHENS INC.
October 17, 1997
<PAGE> 1
EXHIBIT 23.7
We hereby consent to the use of our opinion letter dated April 15, 1997 to
the Board of Directors of Beverly Enterprises, Inc. included as Annex D to the
Joint Proxy Statement/Prospectus which forms a part of Amendment No. 4 to
Registration Statement No. 333-28517 on Form S-4 relating to the proposed merger
of Beverly Enterprises, Inc. with and into Capstone Pharmacy Services, Inc. and
to references to such opinion in such Joint Proxy Statement/Prospectus. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we thereby admit that we are experts with respect to any part
of such Registration Statement within the meaning of the term "experts" as used
in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
/s/MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
October 17, 1997
