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PROSPECTUS Pursuant to Rule 424(b)(3)
File Number 33-53013
(LOGO) BEVERLY ENTERPRISES, INC.
1,000,000 SHARES OF COMMON STOCK
This Prospectus relates to an offering of up to 1,000,000 shares of common
stock, par value $0.10 per share (the "Common Stock"), of Beverly Enterprises,
Inc. ("Beverly" or the "Company") to be offered by the President and Fellows of
Harvard College, a Massachusetts educational corporation (the "Selling
Stockholder"). See "Selling Stockholder." The Selling Stockholder acquired its
shares of Common Stock on January 26, 1994 pursuant to the exercise of option
rights acquired by it on December 23, 1985 from Beverly Foundation, a California
non-profit corporation ("Foundation").
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered hereby. The Company will bear certain expenses (other than
selling commissions and fees and expenses of counsel and other advisors to the
Selling Stockholder), which will be reimbursed to the Company pursuant to an
agreement between the Company and the Foundation.
The Selling Stockholder may sell, from time to time and at any time, the
shares of Common Stock being offered hereby: (i) directly to purchasers; (ii) to
dealers; (iii) to both investors and dealers through a specific bidding or
auction process or otherwise; (iv) through underwriters; (v) through agents; or
(vi) through a combination of any such methods of sale. If a bidding or auction
process is utilized, it will be described in the Prospectus Supplement. See
"Plan of Distribution."
The shares of Common Stock being offered by this Prospectus (the "Shares")
have been approved for listing, upon official notice of issuance, on the New
York Stock Exchange and Pacific Stock Exchange. On May 2, 1994, the closing
sales price of the Common Stock on the NYSE was $13 1/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY 4, 1994.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") (of which
this Prospectus is a part) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
or incorporated by reference as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference and the
exhibits and schedules thereto. For further information regarding the Company
and the Common Stock, reference is hereby made to the Registration Statement and
such exhibits and schedules which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission in accordance with the Exchange Act can be inspected
and copied at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the Commission:
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Company's Common Stock is listed on the New York and Pacific Stock Exchanges and
similar information concerning the Company can be inspected and copied at the
offices of the New York and Pacific Stock Exchanges.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
a. Annual Report on Form 10-K for the fiscal year ended December 31,
1993.
b. Current Report on Form 8-K dated January 4, 1994, and as amended on
January 4, 1994.
c. Current Report on Form 8-K dated April 7, 1994.
d. Proxy Statement dated April 19, 1994.
e. Form 8-A, dated July 26, 1993, containing a description of the
Company's Common Stock, and including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the date
of filing such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request. Copies of this
Prospectus, as amended or supplemented from time to time, and any other
documents (or parts of documents) that constitute part of this Prospectus under
Section 10(a) of the Securities Act will also be provided without charge to each
such person, upon written or oral request. Requests should be directed to
Beverly Enterprises, Inc., Attention: Robert W. Pommerville, Esq., 1200 South
Waldron Road, No. 155, Fort Smith, Arkansas 72903, telephone (501) 452-6712.
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THE COMPANY
Beverly is the largest operator of nursing facilities in the United States.
At January 31, 1994, the Company operated 774 nursing facilities with 82,680
licensed beds. The facilities are located in 34 states and the District of
Columbia, and range in capacity from 20 to 388 beds with average occupancy of
88.6%, 88.4% and 88.2% for the years ended December 31, 1993, 1992, and 1991,
respectively. In addition, at January 31, 1994, the Company operated 23 subacute
units, 41 pharmacies and pharmacy-related outlets, 42 retirement and congregate
living projects containing 2,554 units and five home health care entities.
Beverly was incorporated in Delaware on February 27, 1987, in connection
with a reorganization of its predecessor, Beverly Enterprises, a California
corporation incorporated in 1964, which became a subsidiary of Beverly and
changed its name to Beverly California Corporation ("Beverly California").
References herein to "Beverly" or the "Company" are to Beverly, its subsidiaries
and such predecessor, or to any of them, depending on the context. The Company's
principal executive offices are located at 1200 South Waldron Road, No. 155,
Fort Smith, Arkansas 72903, telephone number (501) 452-6712.
SELLING STOCKHOLDER
The 1,000,000 shares of Common Stock to which this prospectus relates (the
"Shares") may be offered for sale from time to time for the account of the
Selling Stockholder. The Shares constitute 1.20% of the currently outstanding
Common Stock of the Company. The Selling Stockholder does not own any other
shares of Common Stock.
The Selling Stockholder acquired the Shares pursuant to its exercise, on
January 26, 1994, of an option to acquire up to 1,000,000 shares at an exercise
price of $12.00 per share. The option had been granted under a Stock Option
Agreement dated as of January 26, 1984 and transferred to the Selling
Stockholder pursuant to the Stock Option Purchase Agreement dated December 23,
1985 among the Company, the Foundation and the Selling Stockholder. Under the
Stock Option Purchase Agreement, the Selling Stockholder has certain rights to
have the Company register the Shares under the Act, with the expenses of
registration (other than selling commissions and fees and expenses of counsel
and other advisors to the Selling Stockholder) to be reimbursed to the Company
by the Foundation. The Selling Stockholder has exercised those rights in
connection with the offering contemplated hereby.
USE OF PROCEEDS
Any sale of the Common Stock by the Selling Stockholder will be for its own
account. The Company will not receive any of the proceeds from the offering.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell, from time to time and at any time, the
shares of Common Stock being offered hereby: (i) directly to purchasers; (ii) to
dealers; (iii) to both investors and dealers through a specific bidding or
auction process or otherwise; (iv) through underwriters; (v) through agents; or
(vi) through a combination of any such methods of sale. If a bidding or auction
process is utilized, it will be described in the Prospectus Supplement.
Offers to purchase shares of Common Stock may be solicited directly by the
Selling Stockholder or by agents designated by the Selling Stockholder from time
to time. Any such agent which may be deemed to be an underwriter as that term is
defined in the Securities Act of 1933, as amended, involved in the offer or sale
of the shares of Common Stock in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Selling Stockholder to such
agent will be set forth, in a Prospectus Supplement. Unless otherwise indicated
in such Prospectus Supplement, any such agent will be acting on a best efforts
basis.
If a dealer is utilized in the sale of the shares of Common Stock in
respect of which this Prospectus is delivered, the Company will sell such shares
of Common Stock to such dealer, as principal. The dealer may
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then resell such shares of Common Stock to the public at varying prices to be
determined by such dealer at the time of resale. In the case of a sale to a
dealer, the Prospectus Supplement will state the name of such dealer, the number
of shares purchased and the price paid.
Dealers, underwriters or agents may be entitled under the Stock Option
Purchase Agreement and other agreements which may be entered into with the
Selling Stockholder and the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act. Such
dealers, underwriters or agents may engage in transactions with, perform
services for, or otherwise maintain business relationships with the Company or
the Selling Stockholder in the ordinary course of business.
The place and time of delivery for Shares of Common Stock in respect of
which this Prospectus is delivered will be set forth in the accompanying
Prospectus Supplement.
DESCRIPTION OF COMMON STOCK
The following description of the Common Stock sets forth certain general
terms and provisions of the Common Stock. The statements below describing the
Common Stock are in general terms and are in all respects subject to and
qualified in their entirety by reference to the applicable provisions of the
Company's Restated Certificate of Incorporation, as amended, and Amended
By-laws.
The Company has the authority to issue 325,000,000 shares of capital stock,
of which 300,000,000 are Common Stock, par value $.10 per share, and 25,000,000
are Preferred Stock, par value $1 per share. At December 31, 1993, the Company
had outstanding, net of treasury shares, 81,867,600 shares of Common Stock and
3,000,000 shares of Series B Preferred Stock.
Holders of Common Stock are entitled to receive such dividends as are
declared by the Board of Directors, subject to the preference of the Series B
Preferred Stock and any other outstanding Preferred Stock, and are entitled to
cast one vote per share on all matters voted upon by stockholders. There is no
cumulative voting for the election of directors and the Common Stock does not
have any preemptive rights. Upon liquidation of the Company, holders of Common
Stock are entitled to share equally and ratably in any assets available for
distribution to them, after payment or provision for liabilities and amounts
owing with respect to the Series B Preferred Stock and any other outstanding
Preferred Stock. Payment and declaration of dividends on the Common Stock are
subject to certain restrictions if the Company fails to pay dividends on the
Series B Preferred Stock and will be subject to restrictions if the Company
fails to pay dividends on any other series of Preferred Stock ranking prior to
the Common Stock as to the payment of dividends. The Company is subject to
certain restrictions under its banking arrangements related to the payment of
dividends on its Common Stock. The Company has not paid a dividend on its Common
Stock since January 11, 1988.
The Registrar and Transfer Agent for the Common Stock is The Bank of New
York.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Argue Pearson Harbison & Myers, Los Angeles, California.
EXPERTS
The consolidated financial statements of Beverly Enterprises, Inc.
appearing in Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993 have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
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NO DEALER, SALESMAN OR ANY OTHER PERSON IS AUTHORIZED IN CONNECTION WITH
ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
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TABLE OF CONTENTS
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PAGE
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Available Information.................. 2
Incorporation of Certain Documents
by Reference......................... 2
The Company............................ 3
Selling Stockholder.................... 3
Use of Proceeds........................ 3
Plan of Distribution................... 3
Description of Common Stock............ 4
Legal Matters.......................... 4
Experts................................ 4
</TABLE>
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BEVERLY ENTERPRISES, INC.
1,000,000 SHARES
OF
COMMON STOCK
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PROSPECTUS
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