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) July 5, 2005
BEVERLY ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9550 62-1691861
(State or Other Jurisdiction (Commission (I.R.S. Employer
of 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
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 July 5, 2005, Beverly Enterprises, Inc. ("BEI") issued a press release
announcing 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. A copy of the press release is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Exhibits
Exhibit No. Exhibit
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99.1 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: July 5, 2005 BEVERLY ENTERPRISES, INC.
By: /s/ Jeffrey P. Freimark
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Name: Jeffrey P. Freimark
Title: Executive Vice President, Chief
Financial and Information Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release