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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
April 6, 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 April 6, 1995 Beverly Enterprises, Inc., a Delaware corporation
("Beverly") announced that its Board of Directors had on that date approved a
plan to spin-off to Beverly's stockholders 80% or more of the common stock of
Pharmacy Corporation of America ("PCA"), a wholly-owned subsidiary of Beverly
which provides institutional pharmacy services to nursing homes, hospitals and
other institutional customers throughout the United States. The spin-off is
intended to be structured as a tax-free distribution to Beverly's stockholders
under Section 355 of the Internal Revenue Code of 1986, as amended. The
spin-off is subject to numerous conditions and events which have not been met
or determined as of the date of this filing, including obtaining the
contemplated fundings described below, obtaining regulatory and other third
party approvals and confirmation by independent advisors of the intended tax
treatment of the transaction. Beverly does not presently intend to seek a
ruling from the Internal Revenue Service concerning the proposed spin-off. As
of the date of this filing, no conversion or distribution ratio has been
established by Beverly with respect to a specific number of shares of common
stock of PCA to which each Beverly stockholder would be entitled to receive in
the distribution. Beverly anticipates that the record date for determining
those stockholders of Beverly who will be entitled to participate in the
distribution will occur by the end of 1995.
In connection with the proposed spin-off transaction, on April 13, 1995
Beverly announced that it was also contemplating a public offering of up to
19.9% of PCA's common stock prior to the distribution of the remainder of such
stock to Beverly's stockholders. Beverly also announced that PCA may borrow up
to $275,000,000 from banks and other institutional lenders. Neither the amount
of proceeds from any future public offering of PCA's common stock nor the
amount or terms of any anticipated PCA indebtedness is determinable at this
time. It is expected, however, that substantially all of PCA's assets would be
pledged to secure the borrowings. Although no commitments have been sought or
received by Beverly or PCA as of the date of this filing, Beverly has held
informal discussions with various prospective lenders and has received informal
indications from them that the financing appears feasible. Proceeds from PCA's
borrowings and the public offering of PCA's common stock, if successfully
completed, would be used to repay intercompany indebtedness to Beverly, with
any remaining proceeds to be paid to Beverly as a dividend. No determination
has been made by Beverly as to the specific use of any cash proceeds received
by it from these proposed transactions. The offering of PCA's common stock
would be subject to customary regulatory and lender approvals, as well as
market conditions at the time, and the proposed PCA borrowings would be subject
to the execution of definitive agreements, the approval of Beverly's and PCA's
respective Boards of Directors, and other conditions customary in similar
transactions. There can be no assurances, however, that a public offering of
PCA's common stock will be successfully completed or that PCA will be able to
obtain any funds through borrowings with third parties. Because of the material
uncertainties associated with the proposed spin-off of PCA and related
transactions as described above, there can be no assurances that any of these
transactions will be concluded or, if ultimately concluded, will not be
materially different from those described above.
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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
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Scott M. Tabakin
Vice President, Controller and
Chief Accounting Officer
Date: April 18, 1995
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