Exhibit 99.1
BEI's 2.75% Convertible Subordinated Notes Continue to be Eligible for
Conversion
FORT SMITH, Ark.--(BUSINESS WIRE)--July 5, 2005--Beverly Enterprises, Inc.
(NYSE: BEV) announced today that its 2.75 percent Convertible Subordinated Notes
due 2033 (the "Notes") continue to be eligible for conversion into BEI's common
stock at a conversion rate of 134.1922 per $1,000 principal amount of Notes, or
$7.45 per share.
Under the indenture governing the Notes, a holder may convert any of its
Notes into BEI common stock during any fiscal quarter if the sale price of the
common stock for at least 20 consecutive trading days in the 30 trading days
ending on the last trading day of the immediately preceding fiscal quarter
exceeds 120 percent of the conversion price on that 30th trading day. As of June
30, 2005, the sale price of BEI's common stock for at least 20 of the 30
preceding consecutive trading days exceeded 120 percent of the conversion price
of $7.45. As a result, the Notes are currently convertible through and including
September 30, 2005. Whether the Notes will be convertible at any time after
September 30, 2005 will depend on the occurrence of events specified in the
indenture, including the sale price of the BEI common stock during the quarter
ending on September 30, 2005 and subsequent quarters.
To convert interests in a global Note held through the Depository Trust
Company ("DTC"), the holder must deliver to DTC the appropriate instruction form
for conversion pursuant to DTC's conversion program, and to convert certificated
Notes a holder must complete the conversion notice on the back of the Note and
deliver the executed notice (or facsimile thereof) to the Bank of New York, as
Trustee and Conversion Agent for the Notes. In addition, if a holder requests
that the BEI common stock issuable upon conversion of the Notes be issued in or
delivered to someone other than the holder, the holder must pay all applicable
transfer taxes and duties, if any (in each case as more fully set forth in the
indenture governing the Notes).
This press release is only a summary of certain provisions of the Notes and
the indenture governing the Notes. A complete explanation of the conversion
rights of holders of the Notes, as well as the procedures required to convert
Notes, is set forth in the First Supplemental Indenture, dated as of October 22,
2003, which was previously attached as an Exhibit to the Company's Current
Report on Form 8-K, filed with the Securities and Exchange Commission on October
23, 2003. All holders are urged to review the conversion provisions contained in
the Notes and the indenture in their entirety.
The statements in this press release relating to matters that are not
historical facts are forward-looking statements based on management's beliefs
and assumptions using currently available information and expectations as of the
date hereof, are not guarantees of future performance and involve certain risks
and uncertainties including the risks and uncertainties detailed from time to
time in BEI's filings with the Securities and Exchange Commission. Although BEI
believes that the expectations reflected in such forward-looking statements are
reasonable, it cannot give any assurances that these expectations will prove to
be correct. BEI assumes no duty to publicly update or revise such statements,
whether as a result of new information, future events or otherwise.
BEI, through its operating subsidiaries, is a leading provider of
healthcare services to the elderly in the United States. BEI currently operates
346 skilled nursing facilities, as well as 18 assisted living centers, and 56
hospice and home care centers. Through Aegis Therapies, BEI also offers
rehabilitative services on a contract basis to facilities operated by other care
providers.
CONTACT: Beverly Enterprises, Inc., Fort Smith
Investor Contact:
James M. Griffith, 479-201-5514
or
Media Contact:
Blair C. Jackson, 479-201-5263
www.beverlycorp.com