BEVERLY ENTERPRISES INC /DE/
8-K, 1995-05-30
SKILLED NURSING CARE FACILITIES
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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


                                 May 30, 1995
                             --------------------
                                Date of Report
                      (Date of earliest event reported)


                          Beverly Enterprises, Inc.
- --------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)



                                   Delaware
                             --------------------
                (State or other jurisdiction of incorporation)



              1-9550                               95-4100309
        --------------------                  --------------------
      (Commission file number)         (IRS employer identification no.)



  1200 South Waldron Road, Suite 155
          Fort Smith, Arkansas                        72903
 ----------------------------------------           ----------
 (Address of principal executive offices)           (Zip code)



                                 (501) 452-6712
                   ----------------------------------------
              (Registrant's telephone number, including area code)
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ITEM 5. Other Events

         On May 30, 1995 Beverly Enterprises, Inc. (the "Company") announced,
pursuant to a Press Release ("Press Release"), a management change at its
wholly-owned subsidiary, Pharmacy Corporation of America ("PCA"), noting that
Robert D. Woltil, currently the Company's Executive Vice President and Chief
Financial Officer, had been appointed, effective immediately, as President and
Chief Executive Officer of PCA, replacing Ronald C. Kayne, whose retirement was
announced at the same time. The press release indicated that Mr. Woltil would
also continue to serve in his post at the Company until his successor at the
Company is named. The Company stated that the focus placed on PCA and its
proposed spin-off to the Company's stockholders has highlighted certain
operational problems at PCA, including revenue reductions resulting from lost
customers and changes in pricing and service levels, as well as higher than
expected costs associated with the assimilation of PCA's late 1994
acquisitions, as a result of which the Company's second quarter earnings could
be adversely affected by between $.05 and $.07 per share. The Company stated
that it is in the process of correcting the noted problems at PCA, and that it
expects to continue its previously announced plans for an initial public
offering of PCA common stock, with the remainder of PCA stock to be distributed
to the Company stockholders as a tax-free distribution, although the timing of
these transactions was expected to be delayed approximately three to six
months. See attached hereto as Exhibit 99, the Press Release of the Company,
dated May 30, 1995.


ITEM 7.  Financial Statements and Exhibits

     a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable.

     b)  PRO FORMA FINANCIAL INFORMATION. Not Applicable

     c)  EXHIBITS.

         99   Press Release of Beverly Enterprises, Inc., dated May 30, 1995





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<PAGE>   3
                                   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: May 30, 1995





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<PAGE>   4
                               INDEX TO EXHIBITS


Exhibit 99       Press Release of Beverly Enterprises, Inc., dated May 30, 1995

<PAGE>   1
                                                                      EXHIBIT 99



        Press Release of Beverly Enterprises, Inc., dated May 30, 1995
<PAGE>   2
[LOGO]                                                              NEWS RELEASE
- --------------------------------------------------------------------------------
 P.O. Box 3324 -- Fort Smith, Arkansas 72913-3324 -- Phone (501) 452-6712 --
                              FAX (501) 452-5131
- --------------------------------------------------------------------------------

For Immediate Release
- ---------------------

For further information:

Robert D. Woltil, President, Pharmacy Corporation of America
(501) 452-6712

Scott M. Tabakin, Senior Vice President and Controller
(501) 452-6712


              ROBERT D. WOLTIL NAMED PRESIDENT AND CHIEF EXECUTIVE
                         OFFICER OF BEVERLY'S PCA UNIT

                         PLANS FOR SPIN-OFF TO CONTINUE

                     EARNINGS TO BE AFFECTED BY PCA ISSUES

         (FORT SMITH, ARKANSAS, May 30, 1995) Beverly Enterprises, Inc.
(NYSE:BEV) today announced the appointment of Robert D. WoltiL as President
and Chief Executive Officer of its wholly-owned subsidiary Pharmacy Corporation
of America ("PCA"), replacing Ronald C. Kayne, whose retirement was also
announced today. Both changes are effective immediately. The Company said that
it expects to continue its previously announced plans for an Initial Public
Offering ("IPO") of PCA and a spin-off of the remainder of its PCA shares to
Beverly common stockholders as a tax-free distribution.

         David R. Banks, Beverly's Chairman and Chief Executive Officer,
commented, "We believe that Bob Woltil is the best person to move PCA forward
as a separate, public company. He has been instrumental in the success of
Beverly Enterprises and is ready for this new challenge." Mr. Banks added, "Ron
Kayne has done an outstanding job of building PCA over the last decade, but the
spin-off and continued growth of PCA as an independent entity requires a
commitment he is not willing to make at this point in his life." Mr.  Woltil
currently serves as Beverly's Executive Vice President and Chief Financial
Officer, and will perform both roles until a successor as CFO is named.

         The Company stated that these management changes reflect its intention
to move ahead with the IPO and spin-off. Also, according to Mr. Banks, "The
focus placed on PCA and the spin-off have highlighted operational problems at
PCA, including revenue reductions resulting from lost customers and changes in
pricing and service levels, as well as higher than expected costs associated
with the assimilation of PCA's late 1994 acquisitions. This could adversely
affect Beverly's second quarter earnings by between $.05 and $.07 per share. We
are already in the process of correcting these problems. However, we expect
this will cause the IPO and spin-off to be delayed approximately three to six
months."

<PAGE>   3
         Beverly Enterprises, Inc. is a long-term health care company operating
nursing facilities, institutional pharmacies, acute long-term transitional
hospitals, hospice programs, retirement living centers, and home health
centers. Its mission is to deliver high quality health care that exceeds the
expectations of each of its customers and to be the provider and employer of
choice in each of the communities served.

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