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) | | September 6, 2005 |
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) |
| | þ | | 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On September 6, 2005, the Board of Directors of Beverly Enterprises, Inc. (the “Company”), by unanimous written consent, agreed on a special compensation package of $45,000 (the “Special compensation”) for Mr. John D. Fowler, Jr., a member of the Board, in recognition of the significant oversight responsibilities and additional time undertaken by him in his role as the primary Board liaison with the Company and its legal and financial advisors in connection with the auction and potential sale of the Company. The Board resolution authorizing the Special Compensation is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| | | |
| Exhibit No. | | Exhibit |
| | | |
| 10.1 | | Resolution, dated September 6, 2005, of the Board of Directors of Beverly Enterprises, Inc., authorizing the Special Compensation for Mr. John D. Fowler, Jr. |
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: September 7, 2005 | 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 |
| | | |
| 10.1 | | Resolution, dated September 6, 2005, of the Board of Directors of Beverly Enterprises, Inc., authorizing the Special Compensation for Mr. John D. Fowler, Jr. |
