e8vk
 

 
 
UNITED STATES
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
Date of report (Date of earliest event reported) February 22, 2006
BEVERLY ENTERPRISES, INC.
 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   1-9550   62-1691861
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
     
One Thousand Beverly Way
Fort Smith, Arkansas 		 
72919
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number including area code (479) 201-2000
     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:
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o 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 February 22, 2006, Beverly Enterprises, Inc. (“BEI”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that as a result of the pending merger, its 2.75 percent Convertible Subordinated Notes due 2033 may be surrendered for conversion into BEI common stock at any time from and after February 27, 2006 (which is 15 days prior to the expected effective date of the merger) until 15 days after the actual date of the merger.
Item 9.01 Financial Statements and Exhibits
     (a) Exhibits
     
Exhibit No.   Exhibit
 
99.1
  Press release, dated February 22, 2006

 

 

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: February 22, 2006   BEVERLY ENTERPRISES, INC.
 		  
  By:   /s/ Pamela H. Daniels    
  Name:   Pamela H. Daniels   
  Title:   Senior Vice President, Controller and Chief Accounting Officer   
 

 

 

EXHIBIT INDEX
     
Exhibit No.   Exhibit
99.1
  Press release, dated February 22, 2006