<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PHARMACY MANAGEMENT SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
71713K1043
-----------------------------------
(CUSIP Number)
John W. MacKenzie
Vice President, Deputy General Counsel
and Assistant Secretary
5111 Rogers Avenue, Suite 40-A
Fort Smith, Arkansas 72919-1000
(501) 452-6712
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 23, 1995
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 71713K1043 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEVERLY ENTERPRISES, INC.
95-4100309
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, 00 (General Corporate Funds of Reporting Person)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
4,534,319*
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,534,319*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7 PERCENT OF THE COMMON STOCK
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
* Beverly disclaims beneficial ownership to all but 100 of these shares. See
Item 5(b).
<PAGE> 3
PMSU CUSIP 71713K1043
Item 1. Security and Issuer
Common Stock, $.01 par value
Pharmacy Management Services, Inc. ("PMSI")
3611 Ocean Palm Drive
Tampa, Florida 33619
Item 2. Identity and Background
a. Beverly Enterprises, Inc. ("Beverly"), a Delaware corporation.
Appendix A contains the information called for by Items 2-6 of
Schedule 13D for the following persons: the executive officers
and directors of Beverly.
b. 5111 Rogers Avenue, Suite 40-A
Fort Smith, Arkansas 72919-1000
c. Beverly is the largest provider of long-term healthcare in the
United States. At March 31, 1995 Beverly operated 727
nursing facilities with 78,061 licensed beds. The facilities
are located in 33 states and the District of Columbia. At
March 31, 1995, Beverly also operated 40 retirement and
congregate living projects containing 2,518 living units, 65
pharmacies and pharmacy-related outlets, eight transitional
hospitals containing 367 beds and four home health care
entities.
d. During the last five years, Beverly has not been convicted in
any criminal proceeding.
e. During the past five years, Beverly has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is
or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations.
Beverly and its wholly owned subsidiary Beverly Acquisition
Corporation ("Acquisition") a Delaware corporation, have entered into
an Agreement and Plan of Merger dated December 26, 1994, as amended
(the "Merger Agreement") with PMSI whereby Beverly would acquire PMSI
through a Merger (the "Merger") between PMSI and Beverly, with
Beverly being the surviving corporation and the shareholders of PMSI,
who will receive shares of common stock, of Beverly $.01 par value of
Beverly (the "Beverly Common Stock"), in the Merger in exchange for
their shares of common stock, $.01 par value of PMSI (the "PMSI Common
Stock"), becoming shareholders of Beverly.
Concurrently with the execution of the Merger Agreement on December
26, 1994, the Cecil S. Harrell Revocable Trust, dated October 1, 1990
(the "CSH Trust"), which as of December 26, 1994 owned 3,774,169
shares or of PMSI Common Stock, and the James N. Harrell Revocable
Trust, dated June 15, 1990 (the "JNH Trust" and together with the CSH
Trust, the "Shareholders"), which as of December 26, 1995 owned
760,050 shares of PMSI Common Stock, entered into an agreement with
Beverly, who owns 100 shares of PMSI Common Stock
<PAGE> 4
to vote their shares of PMSI Common Stock in favor of the Merger, the Merger
Agreement, and the transactions contemplated thereby (the "Shareholders
Agreement"). In addition, the Shareholders have agreed that they will not,
without the prior written consent of Beverly (which consent must not be
unreasonably withheld), sell or otherwise transfer their shares of PMSI Common
Stock. The execution of the Shareholders' Agreement by the Shareholders was
requested by Beverly as a condition precedent to the execution of the Merger
Agreement. As of the date of the Shareholders' Agreement, each Shareholder has
also delivered Irrevocable Proxies to Beverly, as described below.
The Shareholders' Agreement terminates on the later of: (i)
consummation of the Merger; (ii) termination of the Merger Agreement; (iii) the
180th day after termination of the Merger Agreement by PMSI if (a) the
Effective Time of the Merger has not occurred before July 31, 1995, (b) PMSI
receives an Acquisition Proposal that the PMSI Board of Directors determines in
good faith in the exercise of its fiduciary duties under applicable law has a
per share value greater than the price per share offered by the Merger
Agreement and the value being offered by Beverly is not increased within three
(3) business days after the first announcement of the Acquisition Proposal, or
(c) Smith Barney withdraws its opinion as of the execution date of the Merger
Agreement or as of the date of this Prospectus/Consent Solicitation Statement
to the effect that the consideration to be received by holders of PMSI Common
Stock is fair from a financial point of view; or (iv) the 180th day after
termination of the Merger Agreement by Beverly if (a) PMSI fails to perform in
any material respect any obligation required by the Merger Agreement on or
before the Effective Time of the Merger Agreement or (b) PMSI amends, modifies
or withdraws in any material respect adverse to Beverly or Acquisition its
approval or recommendation of the Merger Agreement or the Merger or recommends
to the PMSI shareholders any Acquisition Proposal. Mr. Cecil S. Harrell, who
is a co-trustee of the CSH Trust, is also the Chairman, Chief Executive Officer
and a director of PMSI. Mr. Bertram T. Martin, Jr., who is a co-trustee of the
CSH Trust, is also the President, Chief Operating Officer and a director of
PMSI. Mr. James N. Harrell, who is the trustee of the JNH Trust, is the brother
of Cecil S. Harrell.
Pursuant to the Shareholders' Agreement and concurrently with the
execution thereof, each of the Shareholders executed and delivered a Power of
Attorney and Irrevocable Proxy (the "Irrevocable Proxies") giving Beverly the
power to vote all of the shares of PMSI Common Stock owned by the Shareholders:
(i) in favor of the Merger, the Merger Agreement and the transactions
contemplated thereby; (ii) in opposition to any Acquisition Proposal and (iii)
in opposition to any proposal to amend PMSI's Articles of Incorporation. The
Irrevocable Proxies do not confer upon Beverly any right or power to vote,
consent, abstain, or withhold authority to vote the shares of PMSI Common Stock
owned by the Shareholders as to any matter not enumerated above, including
routine corporate actions and proceedings involving the election of directors,
ratification of independent public accountants and the adoption, amendment or
ratification of any benefit or compensation plan for officers, directors, or
employees of PMSI or any of its subsidiaries. The Irrevocable Proxies are
coupled with an interest, are irrevocable, and have been granted in
consideration for the Merger Agreement and the Shareholders' Agreement. The
Irrevocable Proxies terminate on the date that the Shareholders' Agreement
terminates as described above. As required by the Merger Agreement, Beverly
will vote in favor of the Merger, the Merger Agreement and the transactions
contemplated thereby all the shares of PMSI Common Stock that it has the right
to vote with respect thereto (including the PMSI shares subject to the
Irrevocable Proxies) and will execute and deliver to PMSI its written consent
as soon as the Consent Solicitation begins.
On all matters other than the Merger Agreement, the Merger, an
Acquisition Proposal, or a proposal to amend the Articles of Incorporation of
PMSI, the Shareholders, have retained the right to vote their shares of PMSI
Common Stock in their discretion.
Items 4 and 7 are incorporated by reference.
<PAGE> 5
Item 4. Purpose of Transaction
Beverly entered into the Shareholders Agreement to promote the
consummation of the Merger, which will result in the acquisition by
Beverly of all the PMSI common stock. The Merger Agreement provides
that, subject to certain terms and conditions, PMSI shall be merged
with and into Beverly which shall be the surviving corporation,
and that, in consideration for the Merger, each of the outstanding
shares of PMSI common stock shall be converted into the right to
receive 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 of Beverly Common Stock during the ten trading days
ending on the second trading day immediately prior to the effective
time of the Merger, as reported on the New York Stock Exchange,
subject to certain ceiling and floor adjustments as further set forth
in the Merger Agreement.
After the Merger, no shares of PMSI Common Stock shall remain
outstanding and, as a result, the PMSI Common Stock will no longer be
traded on NASDAQ or registered with the Securities and Exchange
Commission under Section 12 of the Securities Exchange Act of 1934.
Item 5. Interest in Securities of Issuer
a. 4,534,319 shares of PMSI Common Stock (49.7%, based upon a
total of 9,129,507 shares of PMSI Common Stock outstanding as
of May 1, 1995).
b. 4,534,319 shares of PMSI Common Stock, as limited by the terms
of the Shareholders' Agreement, with respect to which Beverly,
in connection with a vote on the Merger Agreement, other
matters relating to the Merger, or in opposition to any
Acquisition Proposal or any proposal to amend PMSI's Articles
of Incorporation has the sole power to vote or direct the vote
of such shares. The response to Item 3 is incorporated by
reference. With respect to all other matters not pertaining to
the Merger, the Merger Agreement, an Acquisition Proposal or a
proposal to amend PMSI's Articles of Incorporation, Beverly
does not have the power to vote or direct the vote of such
shares. Of this total, Beverly has sole dispositive power as
to 100 shares of PMSI Common Stock and has no shared
dispositive power as to the PMSI Common Stock. As a result,
Beverly hereby disclaims any beneficial ownership with respect
to such shares until such time as those limited rights of
Berverly derived from the Shareholders' Agreement and the
Irrevocable Proxies, and limited in scope accordance with the
Merger, the Merger Agreement and any transactions contmplated
thereby are exercisable by Beverly.
c. None.
d. None.
e. Not applicable.
Item 6. Contracts, Arrangements, understandings or Relationships with Respect
to Securities of the Issuer
The responses to Items 3 and 4 are incorporated by reference.
<PAGE> 6
Item 7. Material to be Filed as Exhibits
(a) Agreement and Plan of Merger between and among Beverly
Enterprises, Inc., Beverly Acquisition Corporation and
Pharmacy Management Services, Inc. dated as of December 26,
1995, as amended by Amendment No. 1 to Agreement and Plan of
Merger dated as of May 19, 1995 (Incorporated by reference to
Exhibit 2.1 to Amendment No. 2 to the Beverly Enterprises,
Inc. Registration Statement on Form S-4 (No. 33-57663) dated
May 19, 1995).
(b) Shareholders' Agreement dated December 26, 1994, by and among
Beverly Enterprises, Inc., Beverly Acquisition Corporation,
the Cecil S. Harrell Revocable Trust dated October 1, 1990,
and the James N. Harrell Revocable Trust dated June 15, 1990.
(c) Power of Attorney and Irrevocable Proxy of Cecil S. Harrell
Revocable Trust, dated October 1, 1990.
(d) Power of Attorney and Irrevocable Proxy of James N. Harrell
Recoverable Trust, dated June 15, 1990.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 13, 1995 /s/ JOHN W. MACKENZIE
- --------------------- ---------------------------------
Date Signature
Vice President, Deputy
General Counsel and
Assistant Secretary
---------------------------------
Name/Title
<PAGE> 7
APPENDIX A
Set forth below are the name and positions held of each executive
officer and director of Beverly. Unless otherwise noted, the principal
occupation or employment of each person listed below is his or her position
with Beverly. The address of each person is as set forth below.
All persons listed below are U.S. citizens. During the last five
years, to the best knowledge of Beverly, none of the persons listed below has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws. None of the persons listed below has any information to report in
response to Items 3-6 of Schedule 13D.
Name & Address Position
- -------------- --------
David R. Banks Chairman of the Board,
5111 Rogers Avenue, Suite 40-A President, Chief Executive
Fort Smith, AR 72919-0155 Officer and Director
Boyd W. Hendrickson Executive Vice President
5111 Rogers Avenue, Suite 40-A and President of Beverly
Fort Smith, AR 72919-0155 Health and Rehabilitation
Services, Inc.
T. Jerald Moore Executive Vice President
5111 Rogers Avenue, Suite 40-A and President of Beverly
Fort Smith, AR 72919-0155 Managed Care, Inc.
Robert W. Pommerville Executive Vice President,
5111 Rogers Avenue, Suite 40-A General Counsel and
Fort Smith, AR 72919-0155 Secretary
Bobby W. Stephens Executive Vice President-
5111 Rogers Avenue, Suite 40-A Development
Fort Smith, AR 72919-0155
Robert D. Woltil Executive Vice President,
5111 Rogers Avenue, Suite 40-A Finance and Chief Financial
Fort Smith, AR 72919-0155 Officer and President of
Pharmarcy Corporation of
America
Eugene B. Clarke Senior Vice President-
5111 Rogers Avenue, Suite 40-A Quality Assurance
Fort Smith, AR 72919-0155
Robert C. Crosby Senior Vice President and
5111 Rogers Avenue, Suite 40-A President of American
Fort Smith, AR 72919-0155 Transitional Hospitals, Inc.
Schuyler Hollingsworth, Jr. Senior Vice President and
5111 Rogers Avenue, Suite 40-A Treasurer
Fort Smith, AR 72919-0155
Mark D. Wortley Senior Vice President and
5111 Rogers Avenue, Suite 40-A President of Spectra
Fort Smith, AR 72919-0155
Scott M. Tabakin Senior Vice President,
5111 Rogers Avenue, Suite 40-A Controller and Chief
Fort Smith, AR 72919-0155 Accounting Officer
Beryl F. Anthony, Jr. Director
Winston & Strawn
1400 "L" Street, NW
Washington, DC 20005-3502
James R. Greene Director
134 Buttonwood Drive
Fair Haven, NJ 07704
Edith H. Holiday Director
3239 38th Street, NW
Washington, DC 20016
Jon E.M. Jacoby Director
Stephens, Inc.
111 Center Street
P.O. Box 3507
Little Rock, AR 72203
Louis W. Menk Director
34 Easy Street, Suite 26
P.O. Box 1353
Carefree, AZ 85377
Risa J. Lavizzo-Mourey, M.D. Director
711 Paper Mill Road
Erdenheln, PA 19038
Marilyn R. Seymann Director
M One, Inc.
2813 E. Camelback Road, Suite 480
Phoenix, AZ 85016
Will K. Weinstein Director
Genesis Merchant Group Securities
909 Montgomery St., Suite 600
San Fransisco, CA 94133
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
99(a) Agreement and Plan of Merger between and among Beverly
Enterprises, Inc., Beverly Acquisition Corporation and
Pharmacy Management Services, Inc. dated as of December 26,
1995, as amended by Amendment No. 1 to Agreement and Plan of
Merger dated as of May 19, 1995 (Incorporated by reference to
Exhibit 2.1 to Amendment No. 2 to the Beverly Enterprises,
Inc. Registration Statement on Form S-4 (No. 33-57663) dated
May 19, 1995).
99(b) Shareholders' Agreement dated December 26, 1994, by and among
Beverly Enterprises, Inc., Beverly Acquisition Corporation,
the Cecil S. Harrell Revocable Trust dated October 1, 1990,
and the James N. Harrell Revocable Trust dated June 15, 1990.
99(c) Power of Attorney and Irrevocable Proxy of Cecil S. Harrell
Revocable Trust, dated October 1, 1990.
99(d) Power of Attorney and Irrevocable Proxy of James N. Harrell
Recoverable Trust, dated June 15, 1990.
</TABLE>
<PAGE> 1
EXHIBIT 99.(b)
SHAREHOLDERS' AGREEMENT
This SHAREHOLDERS' AGREEMENT (this "Agreement") dated December 26,
1994, is executed by BEVERLY ENTERPRISES, INC. ("Parent"), a Delaware
corporation, which is the holder of 100 shares of the common stock, $.01 par
value, of Pharmacy Management Services, Inc. (the "Company"); CECIL S. HARRELL,
individually; JAMES N. HARRELL, individually and as trustee of the James N.
Harrell Revocable Trust, u/a/d June 15, 1990, as amended and restated; and
CECIL S. HARRELL and BERTRAM T. MARTIN, JR., as co-trustees of the Cecil S.
Harrell Revocable Trust, u/a/d October 1, 1990, as amended and restated
(collectively, the "Shareholders").
WHEREAS the Shareholders own the respective number of shares of the
Company's common stock, $.01 par value, set forth adjacent to their signatures
to this Agreement (together, the "Shareholders' Shares");
WHEREAS, this Agreement is entered into concurrently with the
Agreement and Plan of Merger dated December 26, 1994 (the "Merger Agreement"),
among Parent, the Company, and Beverly Acquisition Corporation ("Purchaser"), a
Delaware corporation;
WHEREAS, under the Merger Agreement, the Company will be merged with
and into Purchaser, with Purchaser being the surviving corporation and a
wholly-owned direct or indirect subsidiary of Beverly, and with the
shareholders of the Company receiving shares of the common stock, $.10 par
value, of Beverly (the "Merger"); and
WHEREAS, capitalized terms not otherwise defined herein have the same
meaning as in the Merger Agreement.
NOW, THEREFORE, in order to fulfill the delivery of this Agreement by
the Shareholders to Beverly, and in consideration of the offer to the
Shareholders by Beverly for the Beverly common stock in accordance with the
Merger Agreement, and the sum of Ten Dollars ($10.00) and other good and
valuable consideration to each of the Shareholders, the receipt and adequacy of
which are hereby acknowledged by each of the Shareholders, the parties agree as
follows:
1. VOTING. Upon the Company's solicitation of its shareholders
to approve the Merger Agreement, the Merger, and the transactions contemplated
thereby, the Shareholders shall vote the Shareholders' Shares in favor of the
Merger Agreement and the Merger and the transactions contemplated thereby
("Favorable Vote"). The Shareholders further agree not to revoke any Favorable
Vote regarding the Merger Agreement, the Merger, or the transactions
contemplated thereby during the period that the Company solicits approval for
such actions from its Shareholders. The Shareholders further agree not to vote
in favor of any Acquisition Proposal or take any other action in their capacity
as Shareholders which would be contrary to consummation of the Merger Agreement,
the Merger, and the transactions contemplated thereby or which would facilitate
any Acquisition Proposal.
2. SALES AND TRANSFERS. Without the prior written consent of
Beverly (which consent shall not be unreasonably withheld), the Shareholders
hereby acknowledge and agree that they will not sell or otherwise transfer the
<PAGE> 2
Shareholders' Shares. The Shareholders further agree that, to facilitate
compliance with this Agreement, a legend will be affixed to the Shareholders'
Shares reflecting that the Shareholders' Shares are subject to this Agreement.
3. TERMINATION. This Agreement shall terminate on the later
of: (1) the consummation of the Merger Agreement; (ii) termination of the Merger
Agreement; (iii) the 180th day after termination of the Merger Agreement by the
Company pursuant to Section 7.3(b)(ii), 7.3(d), or 7.3(e)(ii) of the Merger
Agreement; or (iv) the 180th day after termination of the Merger Agreement by
Parent pursuant to Section 7.3(g) or 7.3(h) of the Merger Agreement.
4. IRREVOCABLE PROXY AND OTHER ACTIONS. In order to more fully
assure to Beverly the benefits hereof during the term of this Agreement, each
of the Shareholders agree to deliver to Beverly on the execution date of this
Agreement a Power of Attorney and Irrevocable Proxy in substantially the form
attached hereto as Exhibit "A" and take such further actions and deliver such
further documents as Beverly shall reasonably request in order to assure to
Beverly the benefits of this Agreement.
5. SPECIFIC PERFORMANCE. The Shareholders acknowledge that
performance of the Shareholders' obligations pursuant to this Agreement is of
vital importance to Beverly and monetary damages would be an inadequate remedy
for breach of the Shareholders' obligations hereunder, and, accordingly, the
Shareholders agree that Beverly shall be entitled, without prejudice to or in
replacement of, but in addition to, any other rights and remedies otherwise
available to Beverly, to specific performance of the Shareholders' obligations
hereunder.
6. THIRD PARTY RIGHTS. To the extent Beverly is unable for any
reason to enforce its rights as a party to this Agreement, this Agreement is
binding on the other parties hereto and shall inure to the benefit of Beverly
as a third-party beneficiary of the Shareholders' Agreement. Beverly, as a
third-party beneficiary of this Agreement, may enforce the provisions of this
Agreement against the Shareholders to the extent as if the third-party
beneficiary were a party to this Agreement. A party to this Agreement shall not
assign any of its rights, interests, or obligations under this Agreement
without the advance written consent of all the other parties to this Agreement,
and any attempted assignment of delegation by a party without the advance
written consent of the other parties will be invalid and ineffective against
the nonconsenting parties.
7. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the substantive laws of the State of
Florida.
<PAGE> 3
IN WITNESS WHEREOF, Beverly and the Shareholders have caused this
Agreement to be duly executed as of the day and year first above written.
<TABLE>
<S> <C>
BEVERLY ENTERPRISES, INC.,
a Delaware corporation
By: /s/Robert B. Woltil
-----------------------------------
Name: Robert B. Woltil
Title: Executive Vice President
and Chief Financial Officer
Shares Owned: 3,774,169 CECIL S. HARRELL REVOCABLE TRUST, dated October 1, 1990, amended and
restated May 1, 1991, as further amended and restated by that
certain First Amendment dated November 20, 1992, as further amended
by that certain Second Amendment dated February 4, 1993
By: /s/Cecil S. Harrell
-----------------------------------
Cecil S. Harrell, as Co-Trustee
By: /s/Betram T. Martin, Jr.
-----------------------------------
Bertram T. Martin, Jr.,
as Co-Trustee
Shares Owned: 760,050 JAMES N. HARRELL REVOCABLE TRUST, dated June 15, 1990, amended and
restated February 3, 1992, as further amended by that certain First
Amendment dated August 24, 1992
By: /s/James N. Harrell
-----------------------------------
James N. Harrell, as Trustee
Shares Owned: -0- /s/Cecil S. Harrell
--------------------------------------
CECIL S. HARRELL, Individually
Shares Owned: -0- /s/James N. Harrell
--------------------------------------
JAMES N. HARRELL, Individually
</TABLE>
<PAGE> 1
EXHIBIT 99(c)
POWER OF ATTORNEY AND IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder (the
"Shareholder"), by virtue of his signature to this Irrevocable Proxy appearing
below, hereby constitutes and appoints Beverly Enterprises, Inc., a Delaware
corporation ("Beverly"), acting through either its President and Chief
Executive Officer or its Executive Vice President and Chief Financial Officer
(or through any other officer of Beverly who is designated pursuant to a duly
adopted resolution of Beverly's Board of Directors that has been delivered to
the Shareholder), as attorney-in-fact and Irrevocable Proxy for the undersigned
(such power being deemed to be an irrevocable power coupled with an interest),
for him and in his name, place, and stead, and authorizes him to vote (by
written consent or otherwise) all of the Shareholder's shares of common stock,
par value $.01 (the "Shares"), of Pharmacy Management Services, Inc., a Florida
corporation ("PMSI"), (i) in favor of the Merger and the other transactions
contemplated by the Agreement and Plan of Merger dated December 26, 1994 (the
"Merger Agreement"), among PMSI, Beverly, and Beverly Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of Beverly, or any
transaction that is required to effectuate the Merger, (ii) in opposition to
any "Acquisition Proposal" (as defined in the Merger Agreement) or any
corporate action that is part of any plan or arrangement to approve or permit
the accomplishment of any Acquisition Proposal, and (iii) in opposition to any
proposal to amend PMSI's Articles of Incorporation. This Irrevocable Proxy does
not confer on Beverly any right or power to vote, consent, dissent, abstain, or
withhold authority to vote with respect to the Shares as to any matter not
enumerated above, including routine corporate actions and proceedings involving
the election and removal of directors (except pursuant to an Acquisition
Proposal), the appointment and ratification of independent accountants, and the
adoption, amendment, or ratification of any benefit or compensation plan for
officers, directors, or employees of the Company or any of its subsidiaries.
Beverly and the Shareholder acknowledge that it is impossible to foresee
every proposal or corporate action that might constitute part of a plan or
arrangement to approve or permit the accomplishment of an Acquisition Proposal.
The Shareholder intends that Beverly will have the right and power to exercise
this Irrevocable Proxy to vote affirmatively in favor of all corporate action
of PMSI that is necessary to approve the Merger and the other transactions
contemplated by the Merger Agreement and to vote against any corporate action
that is part of any plan or arrangement to approve or permit the accomplishment
of any Acquisition Proposal. This Irrevocable Proxy is being given in
conjunction with the Merger Agreement and the Shareholders' Agreement dated as
of December 26, 1994, between Beverly and the Shareholder, among others (the
"Shareholders' Agreement").
This proxy and power of attorney is coupled with an interest, is
irrevocable and is granted in consideration of the Merger Agreement and the
Shareholders' Agreement. This Irrevocable Proxy shall revoke all other proxies
and powers of attorney granted by the undersigned at any time with respect to
the Shares, and no subsequent proxy or power of attorney shall be given or
written consent executed (and if given or executed, shall not be effective) by
the undersigned with respect thereto. This Irrevocable Proxy shall terminate on
the date that the Shareholders' Agreement terminates.
<PAGE> 2
In accordance herewith, this Irrevocable Proxy has been signed by the
undersigned as of the date indicated.
CECIL S. HARRELL REVOCABLE TRUST, dated
October 1, 1990, amended and restated
May 1, 1991, as further amdended and
restated by that certain First Amendment
dated November 20, 1992, as further
amended by that certain Second Amendment
dated Feburary 4, 1993.
DATE: December 26, 1994 By: /s/ Cecil S. Harrell
-----------------------------------
Cecil S. Harrell, as Co-Trustee
By: /s/ Bertram T. Martin, Jr.
-----------------------------------
Bertram T. Martin, Jr.,
as Co-Trustee
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
The foregoing document was acknowledged before me this 26th day of
December, 1994, by Cecil S. Harrell, as Co-Trustee of the CECIL S. HARRELL
REVOCABLE TRUST, dated October 1, 1990, amended and restated May 1, 1991, as
further amended and restated by that certain First Amendment dated November 20,
1992, as further amended by that certain Second Amendment dated Feburary 4,
1993, who is personally known to me.
/s/ Robert C. Rasmussen
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Notary Public
#CC 187129
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Serial number
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ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
The foregoing document was acknowledged before me this 26th day of
December, 1994, by Bertram T. Martin, Jr., as Co-Trustee of the CECIL S. HARRELL
REVOCABLE TRUST, dated October 1, 1990, amended and restated May 1, 1991, as
further amended and restated by that certain First Amendment dated November 20,
1992, as further amended by that certain Second Amendment dated February 4,
1993, who is personally known to me.
/s/ Robert C. Rasmussen
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Notary Public
#CC 187129
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Serial number
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EXHIBIT 99(d)
POWER OF ATTORNEY AND IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder (the
"Shareholder"), by virtue of his signature to this Irrevocable Proxy appearing
below, hereby constitutes and appoints Beverly Enterprises, Inc., a Delaware
corporation ("Beverly"), acting through either its President and Chief
Executive Officer or its Executive Vice President and Chief Financial Officer
(or through any other officer of Beverly who is designated pursuant to a duly
adopted resolution of Beverly's Board of Directors that has been delivered to
the Shareholder), as attorney-in-fact and Irrevocable Proxy for the undersigned
(such power being deemed to be an irrevocable power coupled with an interest),
for him and in his name, place, and stead, and authorizes him to vote (by
written consent or otherwise) all of the Shareholder's shares of common stock,
par value $.01 (the "Shares"), of Pharmacy Management Services, Inc., a Florida
corporation ("PMSI"), (i) in favor of the Merger and the other transactions
contemplated by the Agreement and Plan of Merger dated December 26, 1994 (the
"Merger Agreement"), among PMSI, Beverly, and Beverly Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of Beverly, or any
transaction that is required to effectuate the Merger, (ii) in opposition to
any "Acquisition Proposal" (as defined in the Merger Agreement) or any
corporate action that is part of any plan or arrangement to approve or permit
the accomplishment of any Acquisition Proposal, and (iii) in opposition to any
proposal to amend PMSI's Articles of Incorporation. This Irrevocable Proxy does
not confer on Beverly any right or power to vote, consent, dissent, abstain, or
withhold authority to vote with respect to the Shares as to any matter not
enumerated above, including routine corporate actions and proceedings involving
the election and removal of directors (except pursuant to an Acquisition
Proposal), the appointment and ratification of independent accountants, and the
adoption, amendment, or ratification of any benefit or compensation plan for
officers, directors, or employees of the Company or any of its subsidiaries.
Beverly and the Shareholder acknowledge that it is impossible to foresee
every proposal or corporate action that might constitute part of a plan or
arrangement to approve or permit the accomplishment of an Acquisition Proposal.
The Shareholder intends that Beverly will have the right and power to exercise
this Irrevocable Proxy to vote affirmatively in favor of all corporate action
of PMSI that is necessary to approve the Merger and the other transactions
contemplated by the Merger Agreement and to vote against any corporate action
that is part of any plan or arrangement to approve or permit the accomplishment
of any Acquisition Proposal. This Irrevocable Proxy is being given in
conjunction with the Merger Agreement and the Shareholders' Agreement dated as
of December 26, 1994, between Beverly and the Shareholder, among others (the
"Shareholders' Agreement").
This proxy and power of attorney is coupled with an interest, is
irrevocable and is granted in consideration of the Merger Agreement and the
Shareholders' Agreement. This Irrevocable Proxy shall revoke all other proxies
and powers of attorney granted by the undersigned at any time with respect to
the Shares, and no subsequent proxy or power of attorney shall be given or
written consent executed (and if given or executed, shall not be effective) by
the undersigned with respect thereto. This Irrevocable Proxy shall terminate on
the date that the Shareholders' Agreement terminates.
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In accordance herwith, this Irrevocable Proxy has been signed by the
undersigned as of the date indicated.
JAMES N. HARRELL REVOCABLE
TRUST, dated June 15, 1990,
amended and restated February
3, 1992, as further amended by
that certain First Amendment
dated August 24, 1992
DATE: December 26, 1994 By: /s/ James N. Harrell
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James N. Harrell, as
Trustee
ACKNOWLEDGMENT
STATE OF
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COUNTY OF
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The foregoing document was acknowleged before me this ________ day of
December, 1994, by James N. Harrell, as Co-Trustee of the JAMES N. HARRELL
REVOCABLE TRUST dated June 15, 1990, amended and restated Febuary 3, 1992, as
further amended and rested by that certain First Amendment dated August 24,
1992, who is personally known to me or has produced _______________________ as
identification.
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Notary Public
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Serial Number
