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EXHIBIT 99.1
CONSENT SOLICITATION BY THE BOARD OF DIRECTORS
OF
BEVERLY ENTERPRISES, INC.
9% Senior Notes due 2006
CONSENT FORM
for Consent to the Proposed Amendments
Pursuant to the Consent Solicitation Statement
Dated September , 1997
TO: The Chase Manhattan Bank
c/o Texas Commerce Bank
Corporate Trust Services -- Dallas
1201 Main Street
Dallas, Texas 75202
Attention: Frank Ivins
Telephone: (214) 672-5678
Telecopier: (214) 672-5746
The Solicitation is being made by the Board of Directors of Beverly
Enterprises Inc., a Delaware corporation (the "Company") to solicit consents
from the Registered Holders of Beverly's 9% Senior Notes due 2006 (the "Senior
Notes") as described in the accompanying Prospectus and Consent Solicitation
Statement dated , 1997 (the "Prospectus/Consent Solicitation
Statement"). The term "Registered Holder" as used herein means any person in
whose name Senior Notes were registered in the register maintained by The Chase
Manhattan Bank, as Trustee and Registrar under the Indenture (the "Trustee"), as
of , 1997 (the "Record Date"). All capitalized terms used and not
defined in this consent form have the respective meanings assigned to them in
the Consent Solicitation Statement.
CONSENT FORMS SHOULD NOT BE DELIVERED TO ANY PERSON OTHER THAN THE TRUSTEE.
UNDER NO CIRCUMSTANCE SHOULD ANY PERSON DELIVER ANY SENIOR NOTES WITH THEIR
CONSENT FORMS OR OTHERWISE.
ANY BENEFICIAL OWNER OF SECURITIES WHO IS NOT THE REGISTERED HOLDER AS OF
THE RECORD DATE BUT WHO DESIRES TO FURNISH A CONSENT AND RECEIVE A CONSENT
PAYMENT IN ACCORDANCE WITH THE TERMS AND SUBJECT TO THE CONDITIONS DESCRIBED IN
THE ACCOMPANYING CONSENT SOLICITATION STATEMENT MUST OBTAIN A PROXY (IN
SUBSTANTIALLY THE FORM INCLUDED WITH THIS CONSENT FORM) FROM THE REGISTERED
HOLDER OF SUCH SECURITIES AND DELIVER SUCH PROXY TO THE TRUSTEE WITH THE
EXECUTED CONSENT FORM.
IF ANY HOLDER SUBMITS THIS CONSENT FORM WITHOUT INDICATING A VOTE WITH RESPECT
TO THE PROPOSED AMENDMENTS, SUCH SUBMISSION WILL BE DEEMED TO CONSTITUTE A VOTE
FOR THE PROPOSED AMENDMENTS.
UNDER NO CIRCUMSTANCES WILL BEVERLY MAKE ANY CONSENT PAYMENT TO ANY PERSON WHO
DELIVERS THIS CONSENT FORM WITH THE "DO NOT CONSENT" OR "ABSTAIN" BOX MARKED
HEREON WITH RESPECT TO EITHER OF THE TRANSACTIONS AMENDMENT OR THE REDEMPTION
AMENDMENT UNLESS, ON OR PRIOR TO THE EXPIRATION DATE, SUCH PERSON DELIVERS AND
DOES NOT PROPERLY REVOKE A SUBSEQUENTLY DATED CONSENT FORM MARKED TO INDICATE A
VOTE FOR THE PROPOSED AMENDMENTS.
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BEVERLY WILL NOT BE DEEMED TO HAVE ACCEPTED ANY CONSENTS UNLESS AND UNTIL THE
SUPPLEMENTAL INDENTURE IS EXECUTED AND DELIVERED BY BEVERLY AND THE TRUSTEE. IF
BEVERLY AND THE TRUSTEE EXECUTE AND DELIVER THE SUPPLEMENTAL INDENTURE, THE
PROPOSED AMENDMENTS WILL BE BINDING UPON ALL HOLDERS OF SECURITIES, WHETHER OR
NOT SUCH HOLDERS HAVE DELIVERED CONSENTS.
IF THIS CONSENT FORM IS VALIDLY DELIVERED, PROPERLY COMPLETED AND TIMELY
FURNISHED (IN THE MANNER DESCRIBED IN THE ACCOMPANYING CONSENT SOLICITATION
STATEMENT), THIS CONSENT FORM (AND THE VOTES CAST HEREBY IN RESPECT OF THE
PROPOSED AMENDMENTS) WILL BE COUNTED NOTWITHSTANDING ANY TRANSFER OF THE BEVERLY
SENIOR NOTES TO WHICH THIS CONSENT FORM RELATES, UNLESS THE PROCEDURE FOR
REVOKING THIS CONSENT FORM (DESCRIBED IN THE CONSENT SOLICITATION STATEMENT) IS
COMPLIED WITH.
IRRESPECTIVE OF WHETHER THE PROPOSED AMENDMENTS BECOME EFFECTIVE, THE BEVERLY
SENIOR NOTES WILL CONTINUE TO BE OUTSTANDING IN ACCORDANCE WITH ALL OTHER TERMS
OF THE INDENTURE AND THE BEVERLY SENIOR NOTES.
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CONSENT
By execution hereof, the undersigned acknowledges receipt of the
Prospectus/Consent Solicitation Statement and all other information it deems
necessary to make an informed investment decision with respect to the
Solicitation and the furnishing of this consent form. The undersigned hereby
represents and warrants that the undersigned is a holder of the Senior Notes
indicated below and has full power and authority to take the action indicated
below in respect of such Senior Notes. The undersigned will, upon request,
execute and deliver any additional documents deemed by Beverly to be necessary
or desirable to perfect the undersigned's consent.
The undersigned acknowledges that it must comply with the provisions of
this consent form, and complete the information required herein, to validly
consent to adoption of the Proposed Amendments.
The undersigned further acknowledges that, if adopted, the Proposed
Amendments would amend the Indenture to facilitate the Transactions contemplated
by the Distribution Agreement and Merger Agreement. The Distribution Agreement
and the Merger Agreement contemplate, among other matters, (i) the transfer by
Beverly to New Beverly of all of Beverly's assets and properties, other than the
capital stock of PCA and the capital stock of PCA's subsidiaries, in exchange
for all outstanding shares of capital stock of New Beverly; (ii) the assumption
by New Beverly as obligor under the Senior Notes in place of Beverly and of all
of Beverly's rights and obligations in respect of the Senior Notes and the
Indenture; (iii) the release of the obligations of Beverly, PCA and each of
PCA's subsidiaries in respect of the Senior Notes and the Indenture; (iv) the
distribution by Beverly to its stockholders of all of the outstanding capital
stock of New Beverly such that, immediately after such distribution, New Beverly
will be an independent publicly-traded corporation owned directly by Beverly's
stockholders; and (v) following consummation of the transactions described in
clauses (i) through (iv) above, the Merger.
The Proposed Amendments, if adopted, would also amend the Indenture to
permit Beverly, if it should so elect, to redeem all outstanding principal
amount of its 7 5/8% Convertible Debentures due 2003 without violating the
Restricted Payment provisions of the Indenture.
Please indicate by marking the appropriate box below whether you wish (i)
to consent to the Proposed Amendments, (ii) not to consent to the Proposed
Amendments, or (iii) to abstain from taking any action with respect to the
Proposed Amendments. The undersigned acknowledges that Consents delivered
pursuant to any one of the procedures described under the heading "The
Solicitation -- Consent Procedures" in the accompanying Prospectus/Consent
Solicitation Statement and in the instructions hereto will constitute a binding
agreement between the undersigned and Beverly upon the terms and subject to the
conditions of the Solicitation. The undersigned further understands that (i) if
no box is checked but this Consent form is executed, dated and delivered to the
Solicitation Agent, the undersigned will be deemed to have consented to the
Proposed Amendments and (ii) if either the "DO NOT CONSENT" or "ABSTAIN" box
below is checked, the undersigned will be deemed not to have consented to the
Proposed Amendments and will not be entitled to receive any Consent Payment
unless, on or prior to the Expiration Date, such person delivers and does not
properly revoke a subsequently dated consent form marked to indicate a vote FOR
the Proposed Amendments.
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PROPOSAL NO. 1 THE TRANSACTIONS AMENDMENT:
CONSENT DO NOT CONSENT ABSTAIN
[ ] [ ] [ ]
PROPOSAL NO. 2 THE REDEMPTION AMENDMENT:
CONSENT DO NOT CONSENT ABSTAIN
[ ] [ ] [ ]
Unless otherwise specified in the table below, this consent form relates to
(i) the aggregate principal amount of Senior Notes held of record by the
undersigned at the close of business on the Record Date or (ii) if the
undersigned is not a Registered Holder and this consent form relates to Senior
Notes in respect of which the undersigned is acting pursuant to an irrevocable
proxy furnished by the Registered Holder, the total principal amount of Senior
Notes to which such irrevocable proxy relates. If this consent form relates to
less than the total principal amount of Senior Notes so registered in the name
of the undersigned or to which such a proxy relates, the undersigned has listed
on the table below the serial numbers and principal amount of Senior Notes for
which this consent form is furnished. If the space provided below is inadequate,
please list the certificate numbers and principal amounts on a separate signed
schedule and affix the list to this consent form.
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DESCRIPTION OF SECURITIES AS TO WHICH THIS CONSENT FORM RELATES
AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
PRINCIPAL WITH RESPECT TO AMOUNT WITH RESPECT
NAME(S) AND ADDRESS(ES) CERTIFICATE AMOUNT OF WHICH THIS CONSENT TO WHICH THIS CONSENT
OF REGISTERED HOLDER(S) NUMBER(S)* CERTIFICATE(S)** FORM RELATES** FORM RELATES $
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* Need not be completed by persons whose Senior Notes are held of record by
depositories.
** Unless otherwise indicated in the column labeled "Principal Amount with
Respect to which an Election is Being Made," the person executing this
consent form will be deemed to have taken the action indicated above in
respect of (i) if such person is the Registered Holder of the total principal
amount of Senior Notes registered in the name of such Registered Holder as of
the Record Date and (ii) if such person is not a Registered Holder and is
executing this consent form pursuant to a proxy given by a Registered Holder
and delivered with this consent form, the total principal amount of Senior
Notes to which such proxy relates.
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IMPORTANT -- READ CAREFULLY
This consent form (or, if the person signing this consent form is not the
Registered Holder, the accompanying irrevocable proxy), to be effective, must be
executed by the Registered Holder(s) of the Senior Notes to which this consent
form relates in the same manner as the name of the Registered Holder(s) appears
on such Senior Notes. If such Senior Notes are held of record as of the Record
Date by two or more Registered Holders, all such Registered Holders must sign
this consent form (or such irrevocable proxy). If such Senior Notes are
registered in different names as of the Record Date, separate consent forms must
be executed covering each form of registration. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing and must submit proper evidence satisfactory to
Beverly of such person's authority to so act. Except as provided in Instruction
4, signatures on this consent form (and any such irrevocable proxy) must be
either (1) guaranteed by a firm that is a member of the National Association of
Securities Dealers, Inc., or a member of a registered national securities
exchange or by a commercial bank or trust company having an office or
correspondent in the United States, or (2) notarized.
SIGN HERE
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Signature(s) of Holder(s)
Dated: , 1997
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Name(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone No. ( )
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Tax Identification or Social Security No.
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GUARANTEE OF SIGNATURE(S)
Authorized Signature:
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Name and Title:
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(Please Print)
Dated:
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Name of Firm:
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* * * * * OR * * * * *
STATE OF )
) ss.
COUNTY OF )
Before me, a Notary Public in and for said County
and State, personally appeared who acknowledged before
me that (s)he signed the foregoing Consent and that facts contained therein are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of
, 19 .
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Notary Public
My Commission expires:
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IMPORTANT TAX INFORMATION
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH HOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN
PROFESSIONAL TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH
HOLDER (INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL STATE, LOCAL AND
OTHER TAX LAWS) OF THE CONSENTS PURSUANT TO THE SOLICITATION, CERTAIN HOLDERS
(INCLUDING INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS, FINANCIAL
INSTITUTIONS, DEALERS IN SECURITIES AND FOREIGN PERSONS OR ENTITIES) MAY BE
SUBJECT TO SPECIAL RULES NOT DISCUSSED BELOW. THE DISCUSSION DOES NOT CONSIDER
THE EFFECT OF ANY APPLICABLE FOREIGN, STATE, LOCAL OR OTHER TAX LAWS.
SUBSTITUTE FORM W-9
Under the Federal income tax laws, Beverly may be required to withhold 31%
of the amount of any payment made to certain holders pursuant to the
Solicitation. In order to avoid such backup withholding, each holder must
provide the correct taxpayer identification number ("TIN") by completing the
Substitute Form W-9 set forth below. In general, if a holder is an individual,
the TIN is the Social Security number of such individual. If the Correct TIN is
not provided, the holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain holders (including, among others, all corporations) are
not subject to these backup withholding and reporting requirements. These
holders should enter the correct TIN in Part 1 of the Substitute Form W-9, write
"Exempt" in Part 2 of the Substitute Form W-9, sign under the certification and
date the form. For further information regarding backup withholding and
instructions for completing the Substitute Form W-9 (including how to obtain a
TIN if you do not have one and how to complete the Substitute Form W-9 if Senior
Notes are held in more than one name), consult the Guidelines for Certification
of Taxpayer Identification Number.
CONSEQUENCES OF FAILURE TO FILE SUBSTITUTE FORM W-9
Failure to complete Substitute Form W-9 may require Beverly to withhold 31%
of the amount of any Consent Payments made pursuant to the Solicitation. Backup
withholding is not an additional Federal income tax. Rather, the U.S. Federal
income tax liability of a person subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of
taxes, the holder may claim a refund from the Internal Revenue Service.
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PAYER'S NAME
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THIS BOX AND
FORM W-9 CERTIFY BY SIGNING AND DATING BELOW -------------------------------------
Department of the Treasury Social Security Number
Internal Revenue Service or
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Employee Identification Number
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PART 2 -- Check the box if you are not subject to backup withholding either because (1) you
PAYER'S REQUEST have not been notified that you are subject to backup withholding as a result of failure to
FOR TAXPAYER IDENTIFICATION report all interest or dividends or (2) the Internal Revenue Service has notified you that
NUMBER (TIN) you are no longer subject to backup withholding.
CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS
FORM IS TRUE, CORRECT AND COMPLETE.
Name
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(Please Print)
Address
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(Include Zip Code)
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PART 3 --
Signature
------------------------------------------ Awaiting TIN [ ]
Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE SOLICITATION. PLEASE
REVIEW THE "GUIDELINES" FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER" FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to obtain a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty days of the
date hereof, 31% of all reportable payments due to me will be withheld until I
provide a number.
Signature: Date:
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IRREVOCABLE PROXY WITH RESPECT TO
THE CONSENT SOLICITATION
RELATED TO
9% SENIOR NOTES DUE 2006
OF
BEVERLY ENTERPRISES, INC.
The undersigned hereby irrevocably appoints as
attorney-in-fact and proxy of the undersigned, with full power of substitution,
to execute consent forms and notices of revocation of consents in respect of the
Proposed Amendments to the Indenture governing the 9% Senior Notes due 2006
("Senior Notes") of Beverly Enterprises, Inc., a Delaware corporation
("Beverly"), pursuant to the Solicitation whereby Beverly is soliciting the
consent of Registered Holders of Senior Notes as of , 1997 (the
"Record Date") to the Proposed Amendments to the Indenture, with all the power
the undersigned would possess if executing such consent forms or revocation
notices personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST.
The aggregate principal amount of Senior Notes as to which this Proxy is
furnished is set forth below. The undersigned represents and agrees that (i) the
undersigned was the registered holder of the Senior Notes set forth below on the
Record Date and (ii) the undersigned has not consented, and will not consent or
revoke a Consent, with respect to the Proposed Amendments.
AGGREGATE PRINCIPAL
AMOUNT OF CERTIFICATE(S) CERTIFICATE NUMBER(S)
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If the Senior Notes are owned as of the Record Date by two or more persons,
each should sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If signer is a corporation, please
give full corporate name and have a duly authorized officer sign, stating title.
If signer is a partnership, please sign in partnership name by a duly authorized
person.
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Signature(s) of Registered Holder(s)
Dated:
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Name(s):
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(Please Print)
Capacity:
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Address:
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(include Zip Code)
Area Code and Telephone No.: ( )
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Tax Identification or Social Security No.:
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GUARANTEE OF SIGNATURES
Authorized Signature:
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Name and Title:
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(Please Print)
Dated:
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Name of Firm:
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* * * * * OR * * * * *
STATE OF )
) ss.
COUNTY OF )
Before me, a Notary Public in and for said County and
State, personally appeared who acknowledged
before me that (s)he signed the foregoing Proxy and that the facts contained
therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day
of , 19 .
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Notary Public
My Commission expires:
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