UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 5, 2005
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BEVERLY ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9550 62-1691861
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
One Thousand Beverly Way
Fort Smith, Arkansas 72919
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (479) 201-2000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On April 5, 2005, Beverly Enterprises, Inc. (the "Company") issued a press
release announcing that its 2.75% Convertible Subordinated Notes due 2033 (the
"Notes") are currently eligible for conversion into BEI's common stock at a
conversion rate of $7.45 per share, equal to a conversion rate of 134.1922 per
$1,000 principal amount of Notes. The Company issued a second press release
announcing that it has today sent a letter to its stockholders as an update on
its progress in the process to sell the company. Copies of the press releases
are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Exhibits
Exhibit No. Exhibit
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99.1 Press Release
99.2 Press Release
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.
Dated: April 5, 2005 BEVERLY ENTERPRISES, INC.
By: /s/Pamela H. Daniels
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Name: Pamela H. Daniels
Title: Senior Vice President, Controller and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release
99.2 Press Release