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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
BEVERLY ENTERPRISES, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
$125
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/X/ Fee paid previously with preliminary materials.
/ / 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:
BEVERLY ENTERPRISES, INC.
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(4) Date Filed:
April 28, 1995
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Dear Beverly Stockholder:
We wanted you to be aware that, in yet another step in its 13-year-long
harassment campaign against Beverly Enterprises, the Food and Allied Service
Trades Department ("FAST"), a department of the AFL-CIO, filed a lawsuit this
week against Beverly, alleging an undisclosed linkage between the proposed
spin-off of our Pharmacy Corporation of America (PCA) subsidiary and the
stockholder vote on our amended Stockholders Rights Plan. This allegation is
totally false, and we will defend your Company vigorously against this lawsuit.
We believe the lawsuit is just another part of FAST's systematic and
well-financed "corporate campaign," aimed at forcing Beverly to recognize two
AFL-CIO unions without a secret ballot election and to impede Beverly's basic
right to communicate to its employees on the subject of union representation.
While it is true that the Board of Directors approved the PCA spinoff and the
stockholder rights proposal at the same meeting, there is absolutely no
connection between the two:
o In the PCA spinoff, the company intends to offer 19.9% of PCA to the
general public in an initial public offering, with the remaining
portion to be distributed to Beverly stockholders in a tax-free
transaction. This transaction will benefit Beverly stockholders
significantly.
o The changes to the Stockholder Rights Plan, including a sunset
provision and a stockholder referendum to redeem the plan under
certain circumstances, were made following discussions with several
major stockholders. We believe that the amended plan continues to
provide the Company with adequate protection in the event of an
abusive takeover attempt.
It is very important that you vote on the Stockholder Rights Plan and the other
proposals at the annual meeting on May 18th. Whether you plan to attend the
meeting or not, we ask that you fill out and return the enclosed proxy card,
even if you have voted previously. Your Board urges you to vote FOR all of the
proposals.
You should be aware of one mechanical issue. Due to a printing error, you will
notice that the proposals on your proxy card (or voting form) are listed in an
order that does not correspond to how they are listed in the Company's proxy
statement. This does not present any problem: simply vote on the issues
themselves, and that will assure that your vote will be counted consistent with
your intentions.
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We want to assure you that we are making every effort to protect your interests
against FAST's harassment campaign, and we are committed to preserving your
right to vote on the Stockholder Rights Plan.
We appreciate your continued support.
Sincerely,
David R. Bank
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 3.
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
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/ /
Your Board of Directors recommends a vote FOR approval of proposals 1, 2,
and 3.
1. ELECTION OF DIRECTORS: Beryl F. Anthony, Jr., David R. Banks, James R.
Greene, Edith E. Holiday, Jon E.M. Jacoby, Risa J. LaVizzo-Mourey, M.D.,
Louis W. Menk, Marilyn R. Seymann and Will K. Weinstein.
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.
APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
2. Appointment of Ernst & Young
LLP as Independent Auditors
for 1995.
APPROVAL DISAPPROVAL ABSTENTION
OF OF WITH RESPECT TO
3. The Stockholder Rights Plan,
as amended.
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: _____________________________________, 1995
__________________________________________________
__________________________________________________
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.
Votes must be indicated (X) in Black or Blue Ink.
Please date, sign and return promptly in the accompanying envelope.
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[Blue Strip Across Top of Front of the Proxy Card]
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, 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 20, 1995 at the Annual Meeting of Stockholders to be held on May 18, 1995
and any and all adjournment or postponements thereof.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any and all adjournments or
postponements thereof. 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 directo rs named in the Proxy
Statement; FOR the appointment of Ernst & Young LLP as independent auditors
for 1995; and FOR the approval of the Stockholder Rights Plan, as amended.
(Continued and to be signed and dated on the reverse side.)
