BEVERLY ENTERPRISES INC /DE/
8-K, 1994-11-02
SKILLED NURSING CARE FACILITIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                  ____________

                                    Form 8-K


                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934




Date of report:       November 2, 1994
                 
Date of earliest 
event reported:       September 29, 1994
                 
                 

                           BEVERLY ENTERPRISES, INC.                
         ____________________________________________________________   
            (Exact name of registrant as specified in its charter)

                                                                                

  Delaware                       1-9550                         95-4100309   
_____________           ________________________           ___________________
(State of               (Commission File Number)                 (IRS Employer
Incorporation)                                             Identification No.)
                                              
                                                               
          5111 Rogers Avenue, Suite 40-A, Fort Smith, Arkansas 72919
        ______________________________________________________________
              (Address of principal executive offices) (Zip Code)


                                 (501) 452-6712                      
               __________________________________________________
              (Registrant's telephone number, including area code)


          1200 South Waldron Road, No. 155, Fort Smith, Arkansas 72903    
      __________________________________________________________________
         (former name or former address, if changed since last report)
<PAGE>   2
Item 5.   Other Events.

                 On September 29, 1994 the Board of Directors of Beverly
Enterprises, Inc. (the "Company") declared a dividend of one common stock
purchase right (the "Rights") for each share of common stock, $.10 par value
per share (the "Common Shares"), of the Company outstanding at the close of
business on November 2, 1994 (the "Record Date").  Each Right entitles the
registered holder thereof, after the Rights become exercisable and until
September 28, 2004 (or the earlier redemption, exchange or termination of the
Rights), to purchase from the Company one Common Share at a price of $70 per
share, subject to certain antidilution adjustments (the "Purchase Price").  The
Rights will be represented by the Common Share certificates and will not be
exercisable or transferable apart from the Common Shares until the earlier to
occur of (i) ten (10) days following a public announcement that a Person or
group of affiliated or associated Persons has become an Acquiring Person (a
Person or group of affiliated or associated Persons who has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
Common Shares), or (ii) ten (10) days after a Person or group commences, or
announces an intention to commence, a tender or exchange offer, the
consummation of which would result in the beneficial ownership by a Person or
group of 15% or more of the Common Shares (the earlier of (i) and (ii) being
called the "Distribution Date," whether or not either such date occurs prior to
the Record Date).  The Board of Directors has the power, under certain
circumstances, to postpone the Distribution Date.  Separate certificates
representing the Rights will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date.  The Rights will
first become exercisable on the Distribution Date, unless earlier redeemed or
exchanged, and may then begin trading separately from the Common Shares.  The
Rights will at no time have any voting rights.

                 In the event that a Person becomes an Acquiring Person (except
pursuant to certain cash offers for all outstanding Common Shares approved by
the Board of Directors of the Company) or if the Company were the surviving
corporation in a merger with an Acquiring Person or any affiliate or associate
of an Acquiring Person and the Common Shares were not changed or exchanged,
each holder of a Right, other than Rights that are or were acquired or
beneficially owned by the Acquiring Person (which Rights will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the then current Purchase
Price of one Right.  In the event that, following the first date of public
announcement that a Person or group has become an Acquiring Person, the Company
were acquired in a merger or other business combination transaction or more
than 50% of its assets or earning power were sold, proper provision shall be
made so that each holder of a Right shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the then current
Purchase Price of one Right.

                 At any time after a Person becomes an Acquiring Person and
prior to the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
acquire the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, in exchange for that number of Common Shares
having an aggregate value equal to the Spread (the excess of the value of the
Common Shares issuable upon exercise of a Right after a Person becomes an
Acquiring Person over the Purchase Price) per Right (subject to adjustment).





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<PAGE>   3
                 The Rights may be redeemed in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") by the Board of Directors at
any time prior to the close of business on the tenth day following the first
date of public announcement that a Person or group has become an Acquiring
Person.  The Board of Directors has the power, under certain circumstances, to
extend the ten-day redemption period.  Under certain circumstances set forth in
the Rights Agreement, the decision to redeem or to lengthen or shorten the
redemption period shall require the concurrence of a majority of the Continuing
Directors (as defined below).  Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the Company shall make
an announcement thereof, and upon such election, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

                 The Rights will expire on September 28, 2004 (unless earlier
redeemed or exchanged).  The Bank of New York is the Rights Agent.

                 The Purchase Price payable, and the number of Common Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights
or warrants to subscribe for or purchase Common Shares or convertible
securities at less than the current market price of the Common Shares or (iii)
upon the distribution to holders of the Common Shares of evidences of
indebtedness, securities or assets (excluding regular periodic cash dividends
at a rate not in excess of 125% of the rate of the last regular periodic cash
dividend theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net income
per share of the Company for the four quarters ended immediately prior to the
payment of such dividend, or dividends payable in Common Shares (which
dividends will be subject to the adjustment described in clause (i) above)) or
of subscription rights or warrants (other than those referred to above).

                 No adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price.  No fractional shares will be issued and in lieu thereof, a payment in
cash will be made based on the market price of the Common Shares on the last
trading date prior to the date of exercise.

                 Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an existing
stockholder, including, without limitation, the right to vote or to receive
dividends.

                 Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.  After
the Distribution Date, the Company and the Rights Agent may amend or supplement
the Rights Agreement without the approval of any holders of Right Certificates
to cure any ambiguity, to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, to
shorten or lengthen any time period under the Rights Agreement (so long as,
under certain circumstances, a majority of Continuing Directors (as defined
below) approve such shortening or lengthening), or so long as the interests of
the holders of Right Certificates (other than an Acquiring Person or an
affiliate or associate of an Acquiring Person) are not adversely affected
thereby, to make any other provisions in regard to matters or questions arising
thereunder which the Company and the Rights Agent may deem necessary or
desirable, including



                                       3

<PAGE>   4
but not limited to extending the Final Expiration Date.  The Company may at any
time prior to such time as any Person becomes an Acquiring Person amend the
Rights Agreement to lower the thresholds described above to not less than the
greater of (i) any percentage greater than the largest percentage of the
outstanding Common Shares then known by the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%.

                 The term "Continuing Directors" means any member of the Board
of Directors of the Company who was a member of the Board prior to the time
that any Person becomes an Acquiring Person, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors.  Continuing Directors do not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing.

                 One Right will be distributed to stockholders of the Company
for each Common Share owned of record by them on November 2, 1994.  As long as
the Rights are attached to the Common Shares, the Company will issue one Right
with each new Common Share so that all such shares will have attached Rights.
Approximately 110,540,188 Common Shares have been reserved for issuance upon
exercise of the Rights.

                 The Rights will cause substantial dilution to a person or
group that acquires 15% or more of the Company's stock on terms not approved by
the Company's Board of Directors, except pursuant to an offer conditioned on a
substantial number of Rights being acquired.  The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors prior to ten days after the time that a Person or group has become an
Acquiring Person as the Rights may be redeemed by the Company at $.01 per Right
prior to such time.

                 On October 18, 1994 the Company filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form 8-A
(the "Registration Statement") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in connection with the registration of the Rights
pursuant to Section 12(b) of the Exchange Act.  The Registration Statement was
declared effective by the Commission on November 1, 1994.

                 The Rights Agreement, dated as of September 29, 1994, between
the Company and the Rights Agent specifying the terms of the Rights, the text
of the press release announcing the declaration of the Rights, and the form of
a letter to be sent to the holders of the Company's Common Stock, dated
November 2, 1994, explaining the Rights, are incorporated herein by reference
as exhibits to this Current Report.  The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.





                                       4
<PAGE>   5
Item 7.          Exhibits.

         4.      Rights Agreement, dated as of September 29, 1994, between
                 Beverly Enterprises, Inc. and The Bank of New York, which
                 includes the form of Right Certificate as Exhibit A and the
                 Summary of Rights to Purchase Common Shares as Exhibit B
                 (incorporated herein by reference to Exhibit 1 to the
                 Registration Statement on Form 8-A of Beverly Enterprises,
                 Inc. filed with the Securities and Exchange Commission on
                 October 18, 1994).

         20.     Form of Letter to the holders of Beverly Enterprises, Inc.
                 Common Stock, dated November 2, 1994 (incorporated herein by
                 reference to Exhibit 3 to the Registration Statement on Form
                 8-A of Beverly Enterprises, Inc. filed with the Securities and
                 Exchange Commission on October 18, 1994).

         99.     Text of Press Release, dated September 30, 1994 (incorporated
                 herein by reference to Exhibit 2 to the Registration Statement
                 on Form 8-A of Beverly Enterprises, Inc. filed with the
                 Securities and Exchange Commission on October 18, 1994).





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<PAGE>   6
                                   SIGNATURE

                 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                           BEVERLY ENTERPRISES, INC.



Dated:  November 2, 1994
                                        By:     /s/ Robert W. Pommerville
                                        _____________________________________
                                                Robert W. Pommerville
                                                Senior Vice President,
                                                General Counsel and Secretary





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<PAGE>   7
                                 EXHIBIT INDEX


         4.      Rights Agreement, dated as of September 29, 1994, between
                 Beverly Enterprises, Inc. and The Bank of New York, which
                 includes the form of Right Certificate as Exhibit A and the
                 Summary of Rights to Purchase Common Shares as Exhibit B
                 (incorporated herein by reference to Exhibit 1 to the
                 Registration Statement on Form 8-A of Beverly Enterprises,
                 Inc. filed with the Securities and Exchange Commission on
                 October 18, 1994).

         20.     Form of Letter to the holders of Beverly Enterprises, Inc.
                 Common Stock, dated November 2, 1994 (incorporated herein by
                 reference to Exhibit 3 to the Registration Statement on Form
                 8-A of Beverly Enterprises, Inc. filed with the Securities and
                 Exchange Commission on October 18, 1994).

         99.     Text of Press Release dated September 30, 1994 (incorporated
                 herein by reference to Exhibit 2 to the Registration Statement
                 on Form 8-A of Beverly Enterprises, Inc. filed with the
                 Securities and Exchange Commission on October 18, 1994).





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