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SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/X/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BEVERLY ENTERPRISES, INC.
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(Name of Registrant as Specified in Its Charter)
BEVERLY ENTERPRISES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
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(LOGO)
May 6, 1994
To our stockholders:
I am writing to you because your support at our Annual Meeting on May 19,
1994 is very important. Even if you have voted previously with respect to the
proposals to be presented at the Annual Meeting, I urge you to sign, date and
return the enclosed BLUE STRIPED PROXY CARD today.
You may have recently received, or may soon receive, proxy materials from
the Food and Allied Service Trades Department of the AFL-CIO (FAST) opposing one
of the Company's proposals (Item 3) and soliciting proxies for FAST'S own
proposal (Item 6). FAST is an arm of the AFL-CIO that helps unions conduct
organizing campaigns, including corporate campaigns.
The Board of Directors believes that this solicitation is just another
component of the unions' ongoing and well-financed corporate campaign which is
intended to pressure and harass the Company and its management into making it
easier for member unions of the AFL-CIO to organize the Company's facilities.
We believe FAST's opposition to the Company's Annual Incentive Plan is
misguided and clearly counter to your interests as a stockholder. This incentive
plan has been carefully designed by the Company's Compensation Committee of the
Board of Directors to provide appropriate incentives for management not simply
to meet financial targets, but also to create stockholder value through
continuous improvement in the quality of service we provide to our patients.
Such a plan is instrumental to the Company's ability to attract and maintain
experienced and talented senior executives. The Board of Directors strongly
recommends that you vote FOR this proposal (Item 3).
FAST is also soliciting proxies on behalf of its proposal that the Company
include in its annual 10-K filings and in a special report to stockholders
details of all pending and settled claims regarding patient care (Item 6). It is
common knowledge that lawsuit abuse is a serious problem in this country.
Requiring the Company to report chapter and verse on all pending and settled
cases will only render Beverly a target for further litigation by outlining for
enterprising plaintiffs' attorneys where they might attack the Company and how
much money they can expect to receive in damages. This would merely raise the
Company's litigation costs to the detriment of all stockholders. The Board of
Directors strongly recommends that you vote AGAINST this proposal (Item 6).
Under the leadership of new management since 1990, Beverly has undertaken
an aggressive program to restructure and revitalize its operations, guided by
the overriding goal of providing quality care and thereby enhancing the value of
your investment in the Company. During that time, the stock price has risen 300%
from $4.50 to a closing price of $13.50 on May 4, 1994. We need your support in
our continued efforts for further improvement.
BEVERLY ENTERPRISES, INC. - 1200 South Waldron Rd., Suite 155 - P.O. Box 3324 -
Fort Smith, AR 72913-3324 - (501) 452-6712
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Your Board of Directors and management will always be responsive to the
legitimate concerns of its stockholders. But consider the very late involvement
of FAST in the proxy process, its minimal holdings (45 shares), and the
corporate campaign that the unions have mounted against the Company.
We believe that any support of FAST's position at our annual meeting will
embolden and encourage the unions in their corporate campaign activities against
the Company, and will not be in your interest as a stockholder. Don't let the
unions abuse your Company's proxy process in order to gain a union organizing
advantage. Please support your Board and management so we can continue the
progress we are making.
WE HAVE ENCLOSED A NEW BLUE STRIPED PROXY CARD WHICH CONTAINS THE UNIONS'
PROPOSAL. WE URGE YOU TO VOTE FOR THE BOARD OF DIRECTORS' PROPOSALS (ITEMS 1
THROUGH 5) AND AGAINST FAST'S PROPOSAL (ITEM 6) ON THE ENCLOSED BLUE STRIPED
PROXY CARD. DO NOT VOTE ON THE GREEN PROXY CARD FURNISHED BY FAST.
IF YOU HAVE VOTED A GREEN PROXY CARD, THERE IS STILL TIME TO CHANGE YOUR
MIND BY SIGNING, DATING AND RETURNING THE BLUE STRIPED PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED. ONLY YOUR LAST DATED, SIGNED PROXY CARD COUNTS.
We thank you for your continued support and urge you to return the enclosed
BLUE STRIPED PROXY CARD promptly, as time is very short before the meeting. Your
vote is very important in these matters.
Sincerely yours,
/s/ DAVID R. BANKS
DAVID R. BANKS
Chairman, President
and Chief Executive Officer
IF YOU (1) HAVE ALREADY VOTED ON THE WHITE PROXY CARD PREVIOUSLY PROVIDED
BY THE COMPANY, (2) HAVE NOT VOTED ON THE GREEN PROXY CARD PROVIDED BY FAST AND
(3) DO NOT WISH TO REVOTE ON PROPOSAL 6, PLEASE BE ADVISED THAT MANAGEMENT WILL
USE THE DISCRETIONARY AUTHORITY GRANTED ON YOUR PREVIOUSLY VOTED WHITE PROXY TO
VOTE AGAINST FAST'S PROPOSAL.
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If your shares of Common Stock are held in the name of a bank
or brokerage firm, only that firm can execute a proxy card on
your behalf. Please contact the person responsible for your
account and give instructions for a BLUE STRIPED PROXY CARD to
be voted FOR Items 1 through 5 and AGAINST Item 6.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
COLLECT IN NEW YORK: 212-509-6240
Under the Company's bylaws and Delaware law: (i) shares at the Company's
1994 annual meeting which are represented by proxies that reflect abstentions or
"broker non-votes" (i.e., shares held by a broker or nominee which are
represented at the meeting, but with respect to which such broker or nominee is
not empowered to vote on a particular proposal) will be counted as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum; (ii) there is no cumulative voting and the director nominees receiving
the highest number of votes, up to the number of directors to be elected, are
elected and, accordingly, abstentions, broker non-votes and withholding of
authority to vote will not affect the election of directors; and (iii) proxies
that reflect abstentions as to a particular proposal will be treated as voted
for purposes of determining the approval of that proposal and will have the same
effect as a vote against that proposal, while proxies that reflect broker
non-votes will be treated as unvoted for purposes of determining approval of
that proposal and will not be counted as votes for or against that proposal.
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BEVERLY ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David R. Banks, Boyd W. Hendrickson and
Robert W. Pommerville, and each of them, as proxies, each with the power to
appoint his substitute, to represent and to vote as designated below, all the
shares of common stock of Beverly Enterprises, Inc. held of record by the
undersigned on March 21, 1994 at the Annual Meeting of Stockholders to be held
on May 19, 1994 or any adjournment thereof.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This Proxy when properly
executed will be voted in the manner directed herein by the undersigned. If no
specification is made, the Proxy will be voted FOR the election of the directors
named in the Proxy Statement, FOR the APPROVAL of Amendment No. 1 to the Beverly
Enterprises, Inc. 1993 Long-Term Incentive Stock Plan, FOR the APPROVAL of the
Beverly Enterprises, Inc. Annual Incentive Plan, FOR the APPROVAL of the Beverly
Enterprises, Inc. Non-Employees Directors' Stock Option Plan, FOR the
appointment of Ernst & Young as independent auditors for 1994, and AGAINST the
proposal by FAST, AFL-CIO.
(Continued and to be signed and dated on the reverse side)
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1. ELECTION OF DIRECTORS: Beryl F. Anthony, Jr., David R. Banks, Curt F. Bradbury, James R. Greene, Jon E.M. Jacoby, Louis W. Menk
and Will K. Weinstein.
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FOR EACH NOMINEE ( ) WITHHOLD AUTHORITY ( )
LISTED ABOVE TO VOTE FOR EACH NOMINEE ABOVE
(INSTRUCTION: To withhold authority to vote for any individual nominee or nominees, write that name or names on the space
provided below.)
_______________________________________________________________________________________________________________________________
If any nominee named above declines or is unable to serve as a director, the persons named as proxies, and each of them shall
have full discretion to vote for any other person who may be nominated.
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APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
2. Amendment No. 1 to ( ) ( ) ( )
the Beverly Enter-
prises, Inc. 1993
Long-Term Incentive
Stock Plan.
APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
3. The Beverly Enter- ( ) ( ) ( )
prises, Inc. Annual
Incentive Plan
APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
4. The Beverly Enter- ( ) ( ) ( )
prises, Inc. Non-
Employee Director's
Stock Option Plan
APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
5. Appointment of Ernst & ( ) ( ) ( )
Young as Independent
Auditors for 1994
______________________________________________________________________
Your board of directors recommends a vote AGAINST proposal 6.
APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
6. Proposal by FAST, ( ) ( ) ( )
AFL-CIO
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NOTE: Please sign exactly as name appears on this Proxy. When
shares are held by joint tenants, both should sign. When
signing as attorney, as executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
DATED: ________________________________________________, 1994
_____________________________________________________________
_____________________________________________________________
Signature of Stockholder(s)
Please sign, date and return today in the enclosed envelope.
This Proxy will not be used if you attend the meeting in
person and so request.
Please date, sign and return promptly Votes must be indicated (X) in Black or Blue Ink. ( )
in the accompanying envelope
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