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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
June 27, 1995
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Date of Report
(Date of earliest event reported)
Beverly Enterprises, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9550 95-4100309
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(Commission file number) (IRS employer identification no.)
1200 South Waldron Road, No. 155
Fort Smith, Arkansas 72903
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(Address of principal executive offices) (Zip code)
(501) 452-6712
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(Registrant's telephone number, including area code)
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ITEM 5. Other Events
On June 27, 1995, Beverly Enterprises, Inc., a Delaware corporation
("Beverly") consummated a transaction with Pharmacy Management Services, Inc.,
a Florida corporation ("PMSI"), whereby PMSI was merged with and into Beverly
with Beverly being the surviving corporation. PMSI's operations relate to the
providing of medical cost containment and managed care services to worker's
compensation payors and claimants on a nationwide basis.
Pursuant to the Agreement and Plan of Merger dated December 26, 1994,
as amended, entered into by and between Beverly and PMSI (the "Merger
Agreement"), each issued and outstanding share of PMSI common stock has been
converted into the right to receive that number of shares of Beverly common
stock equal to the quotient of $16.50 divided by the mean arithmetic average of
the daily closing sales price per share (rounded to the nearest whole cent) of
the Beverly common stock as reported on the New York Stock Exchange during the
ten consecutive trading days ending on the second trading day immediately
preceding the Effective Time (as defined) of the Merger, subject to a minimum
of $12.25 and a maximum of $18.00 per share. Based upon such calculation,
holders of PMSI common stock have the right to receive 1.3469 shares of Beverly
common stock for each share of PMSI common stock they hold. A PMSI shareholder
otherwise entitled to a fractional share will be paid cash in lieu of such
fractional share in an amount equal to the Beverly Share Closing Price (as
defined) multiplied by the fractional percentage of a share of Beverly common
stock to which such holder would otherwise be entitled.
The acquisition of PMSI by Beverly is not a significant acquisition
and therefore no financial statements or pro forma financial information is
included herewith.
ITEM 7. Financial Statements and Exhibits
a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable.
b) PRO FORMA FINANCIAL INFORMATION. Not Applicable
c) EXHIBITS. Not Applicable.
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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.
/s/ SCOTT M. TABAKIN
Scott M. Tabakin,
Senior Vice President, Controller
and Chief Accounting Officer
Date: July 24, 1995
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