-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XbuALlpCmeyGA6I6YQpeTHsyYXLOwl4d7S9XGN8Af/3Milg4hBtPXEoKQdSzodT/ XLyd/QRsI7bzEi9KlQ0IRQ== 0000950134-95-000166.txt : 19950213 0000950134-95-000166.hdr.sgml : 19950213 ACCESSION NUMBER: 0000950134-95-000166 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEVERLY ENTERPRISES INC /DE/ CENTRAL INDEX KEY: 0000812305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 954100309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09550 FILM NUMBER: 95508938 BUSINESS ADDRESS: STREET 1: 5111 ROGRES AVE STE 40-A CITY: FORT SMITH STATE: AR ZIP: 72919 BUSINESS PHONE: 5014526712 8-K/A 1 AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 14, 1994 ----------------------- Date of Report (Date of earliest event reported) Beverly Enterprises, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-9550 95-4100309 ---------- -------------- (Commission file number) (IRS employer identification no.) 1200 South Waldron Road, No. 155 Fort Smith, Arkansas 72903 ------------------------------------ -------------- (Address of principal executive offices) (Zip code) (501) 452-6712 ----------------------- (Registrant's telephone number, including area code) 2 ITEM 5. Other Events On December 26, 1994, Beverly Enterprises, Inc., a Delaware corporation ("Beverly"), Beverly Acquisition Corporation, a Delaware corporation ("Acquisition"), a wholly-owned subsidiary of Beverly, and Pharmacy Management Services, Inc., a Florida corporation ("PMSI"), entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby PMSI will be merged with and into Acquisition (the "Merger"). Acquisition will be the surviving corporation in the Merger. The favorable vote of the holders of a majority of the outstanding shares of PMSI Common Stock is required for approval of the Merger and Merger Agreement. The stockholders of Beverly are not required to and will not vote on the Merger, the Merger Agreement or the transactions contemplated thereby. At the Effective Time (as defined) of the Merger: (i) PMSI will be merged with and into Acquisition, with Acquisition remaining a wholly-owned subsidiary of Beverly and with all of the assets and liabilities of PMSI becoming assets and liabilities of Acquisition; (ii) Acquisition will change its name to "Pharmacy Management Services, Inc.;" (iii) each issued and outstanding share of common stock of PMSI will be converted into the right to receive shares of Beverly common stock equal to the quotient of $16.50 divided by the mean arithmetic average of the daily closing sales price per share (rounded to the nearest whole cent) of the common stock of Beverly during the ten (10) consecutive trading days ending on the second trading day immediately preceding the Effective Time, as reported on the NYSE (such arithmetic mean is hereinafter defined as the "Beverly Share Closing Price") subject to certain ceiling and floor adjustments as further described in a Prospectus/Consent Solicitation Statement to be filed with respect to the Merger; and (iv) each PMSI Option (as defined) outstanding as of the Effective Time will be assumed by Beverly and converted into the right to receive a number of Beverly Shares adjusted in accordance with the Option Exchange Ratio (as defined). Fractional shares will not be issued in connection with the Merger. A PMSI shareholder otherwise entitled to a fractional share will be paid cash in lieu of such fractional share in an amount equal to the product of the Beverly Share Closing Price of a share of common stock of Beverly multiplied by the fractional percentage of a share of common stock of Beverly to which such holder would otherwise be entitled. PMSI is a leading independent nationwide provider of medical cost containment and managed care services to workers compensation payors and claimants. PMSI offers services that address essentially all of an injured worker's health care related needs, from the time of job-related injury through return to employment, or home care as needed. Its services include first notice of injury reporting, case management, a preferred provider organization and pharmacy benefit management through both a national retail pharmacy network and home delivery of prescription drugs, medical supplies and medical equipment. PMSI believes that these services enhance the quality of care for the injured worker while containing the cost of care for the insurer or other payor of worker's compensation benefits. PMSI's executive offices are located at 3611 Queen Palm Drive, Tampa, Florida 33619. PMSI's telephone number is (813) 626- 7788. 2 3 ITEM 7. Financial Statements and Exhibits a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable. b) PRO FORMA FINANCIAL INFORMATION. As permitted by Item 7(b)(2), the Registrant hereby amends this Form 8-K in order to include pro forma financial information with respect to the transactions previously reported herein. c) EXHIBITS. 7.1 Unaudited Pro Forma Combined Financial Statements. 3 4 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. BEVERLY ENTERPRISES, INC. /s/ SCOTT M. TABAKIN -------------------------- Scott M. Tabakin Vice President, Controller and Chief Accounting Officer Date: February 10, 1995 4 EX-7.1 2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 1 EXHIBIT 7.1 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Financial Statements are presented to show the effects of (i) the November 15, 1994 acquisition of Insta-Care, Inc. and its subsidiaries ("Insta-Care") and the December 14, 1994 acquisition of three subsidiaries of Synetic ("Synetic"), together referred to as the "acquired businesses" and accounted for using the purchase method of accounting and (ii) the contemplated merger with PMSI (the "Merger") using the pooling-of-interests method of accounting. Beverly and Insta-Care have December 31 year ends, Synetic has a June 30 year end and PMSI has a July 31 year end. Synetic's results of operations, adjusted to a calendar-year basis, are reflected in the Unaudited Pro Forma Combined Statements of Income. The combined operating results for Beverly, Insta-Care and Synetic, as adjusted based on the accompanying notes, are further combined with PMSI's operating results for the year ended July 31, 1993 and nine-month period ended April 30, 1994 in the Unaudited Pro Forma Combined Statements of Income for the year ended 1993 and for the nine months ended 1994, respectively. The Unaudited Pro Forma Combined Statements of Income do not reflect expenses expected to be incurred by Beverly and PMSI in connection with the Merger nor do they give effect to the cost savings, if any, which may be realized by Beverly after the consummation of the Merger. The Unaudited Pro Forma Combined Balance Sheet for 1994 combines Beverly's, Insta-Care's and Synetic's historical balance sheets as of September 30, 1994, with PMSI's balance sheet as of April 30, 1994, giving effect to the adjustments described in the accompanying notes. Certain amounts in the historical financial statements of Insta-Care, Synetic and PMSI have been reclassified to conform with Beverly's presentation. These pro forma statements are not necessarily indicative of the financial position or results of operations which actually would have been obtained if the transactions, as described herein, had been consummated in the past or of results which may be obtained in the future. 2 UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED 1993 (IN THOUSANDS, EXCEPT PER SHARE DATA)
INSTA-CARE & PRO FORMA BEVERLY SYNETIC COMBINED PMSI PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS SUBTOTAL HISTORICAL TOTAL ---------------------------------------------------------------------------- Net operating revenues $2,884,451 $186,285 ($2,578)a) $3,068,158 $109,934 $3,178,092 Interest income 15,269 434 (62)b) 15,641 158 15,799 ---------------------------------------------------------------------------- Total revenues 2,899,720 186,719 (2,640) 3,083,799 110,092 3,193,891 Costs and expenses: Operating and administrative: Wages and related 1,593,410 41,487 (7,850)c) 1,626,487 30,885 1,657,372 (560)a) Other 1,069,536 133,324 (1,780)c) 1,198,467 70,202 1,268,669 (2,613)a) Interest 62,453 1,952 16,610 d) 79,063 1,192 80,255 (1,952)b) Depreciation and amortization 86,681 2,528 4,886 e) 94,017 2,967 96,984 (78)a) ---------------------------------------------------------------------------- 2,812,080 179,291 6,663 2,998,034 105,246 3,103,280 ---------------------------------------------------------------------------- Income before extraordinary charge and provision for income taxes 87,640 7,428 (9,303) 85,765 4,846 90,611 Provision for income taxes 29,684 3,125 (3,721)f) 29,088 2,064 31,152 ---------------------------------------------------------------------------- Income before extraordinary charge $57,956 $ 4,303 ($5,582) $ 56,677 $ 2,782 $ 59,459 ============================================================================ Income per share of common stock before extraordinary charge $.41 $.40 $.38 ========== ========== ========== Shares used to compute income per share before extraordinary charge 81,207 81,207 91,451 ========== ========== ==========
See Notes to Unaudited Pro Forma Combined Financial Statements. 3 UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED 1994 (IN THOUSANDS, EXCEPT PER SHARE DATA)
INSTA-CARE & PRO FORMA BEVERLY SYNETIC COMBINED PMSI PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS SUBTOTAL HISTORICAL TOTAL ------------------------------------------------------------------------------- Net operating revenues $2,204,527 $143,009 $2,347,536 $84,137 $2,431,673 Interest income 10,709 289 (26)b) 10,972 74 11,046 ------------------------------------------------------------------------------- Total revenues 2,215,236 143,298 (26) 2,358,508 84,211 2,442,719 Costs and expenses: Operating and administrative: Wages and related 1,183,900 31,811 (5,888)c) 1,209,823 23,765 1,233,588 Other 832,969 100,989 (1,335)c) 932,623 52,904 985,527 Interest 43,974 1,495 12,458 d) 56,432 544 56,976 (1,495)b) Depreciation and amortization 68,359 2,289 3,665 e) 74,313 2,516 76,829 ------------------------------------------------------------------------------- 2,129,202 136,584 7,405 2,273,191 79,729 2,352,920 ------------------------------------------------------------------------------- Income before extraordinary charge and provision for income taxes 86,034 6,714 (7,431) 85,317 4,482 89,799 Provision for income taxes 28,391 2,711 (2,972)f) 28,130 1,839 29,969 ------------------------------------------------------------------------------- Income before extraordinary charge $57,643 $4,003 ($4,459) $57,187 $2,643 $59,830 =============================================================================== Income per share of common stock before extraordinary charge $.59 $.59 $.55 ========== ========== ========== Shares used to compute income per share before extraordinary charge 87,014 87,014 97,270 ========== ========== ==========
See Notes to Unaudited Pro Forma Combined Financial Statements. 4 UNAUDITED PRO FORMA COMBINED BALANCE SHEET 1994 (IN THOUSANDS)
INSTA-CARE & PRO FORMA BEVERLY SYNETIC COMBINED PMSI PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS SUBTOTAL HISTORICAL ADJUSTMENTS TOTAL --------------------------------------------------------------------------------------- BALANCE SHEET Current assets: Cash and cash equivalents $69,344 $4,891 $225,000 g) $77,117 $873 $77,990 (219,314)h) (2,804)h) Accounts receivable - patient, net 361,384 41,948 (3,000)h) 400,332 19,589 419,921 Accounts receivable - nonpatient, net 51,817 616 52,433 451 52,884 Notes receivable 3,091 246 3,337 112 3,449 Operating supplies 61,065 12,824 73,889 3,912 77,801 Deferred income taxes 24,576 - 24,576 548 25,124 Prepaid expenses and other 36,874 575 37,449 742 38,191 --------------------------------------------------------------------------------------- Total current assets 608,151 61,100 (118) 669,133 26,227 695,360 Property and equipment, net 1,169,140 8,643 (1,655)h) 1,176,128 8,522 1,184,650 Other assets: Notes receivable, net 41,209 - 41,209 72 41,281 Designated and restricted funds 41,637 - 41,637 - 41,637 Goodwill, net 70,529 6,152 168,377 h) 245,058 15,467 260,525 Operating and leasehold rights and licenses, net 23,310 - 23,310 - 23,310 Other, net 111,118 315 500 h) 114,670 3,645 118,315 (263)h) 3,000 i) --------------------------------------------------------------------------------------- Total other assets 287,803 6,467 171,614 465,884 19,184 485,068 --------------------------------------------------------------------------------------- $2,065,094 $76,210 $169,841 $2,311,145 $53,933 $2,365,078 ======================================================================================= Current liabilities: Accounts payable $124,029 $4,686 $128,715 $4,057 $132,772 Accrued wages and related liabilities 128,209 2,930 131,139 1,902 133,041 Accrued interest 8,859 - 8,859 39 8,898 Other accrued liabilities 75,092 1,659 8,784 h) 88,511 1,235 89,746 (24)h) 3,000 i) Current portion of long-term obligations 37,336 77 22,500 g) 59,836 8,064 67,900 (77)h) Income taxes payable 5,865 2,846 (2,846)h) 5,865 - 5,865 --------------------------------------------------------------------------------------- Total current liabilities 379,390 12,198 31,337 422,925 15,297 438,222 Long-term obligations 724,181 3,343 202,500 g) 926,681 1,792 928,473 (3,343)h) Deferred income taxes payable 74,130 1,044 (1,044)h) 74,130 213 74,343 Other liabilities and deferred items 76,806 26,179 (26,163)h) 76,822 - 76,822 PMSI redeemable preferred stock 1,200 (1,200)j) - Stockholders' equity: Preferred stock 150,000 - 150,000 2 (2)j) 150,000 Common stock 8,954 842 (842)h) 8,954 87 970 j) 10,011 Additional paid-in capital 607,909 27,580 (27,580)h) 607,909 26,493 232 j) 634,634 Retained earnings 83,859 5,024 (5,024)h) 83,859 8,849 92,708 Treasury stock (40,135) - (40,135) - (40,135) --------------------------------------------------------------------------------------- 810,587 33,446 (33,446) 810,587 35,431 1,200 847,218 --------------------------------------------------------------------------------------- $2,065,094 $76,210 $169,841 $2,311,145 $53,933 - $2,365,078 =======================================================================================
See Notes to Unaudited Pro Forma Combined Financial Statements. 5 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS a) Reflects elimination of the operations for an Insta-Care pharmacy location that was disposed of during 1993. Included in this adjustment are revenues and expenses directly attributable to the operations of such pharmacy. b) Reflects elimination of interest income and interest expense on intercompany receivables/payables recorded in Insta-Care's historical financial statements. c) Reflects elimination of costs incurred by certain acquired facilities which duplicate facilities previously operated by Pharmacy Corporation of America ("PCA"), an indirect wholly-owned subsidiary of Beverly. PCA will operate the acquired businesses and, as such, performed a study to assess the operations of each acquired location and determine which locations were in close proximity with those previously operated by PCA, and whose business could be consolidated into one location, thereby, reducing overhead and other costs. Such eliminated costs are directly attributable to the duplicate facilities to be merged. d) Reflects additional interest expense resulting from the issuance of a $225,000,000 variable interest rate term loan, the proceeds from which were used to finance the acquisitions. This adjustment assumes an annual interest rate of 7.38% which was the average interest rate for the term loan on December 31, 1994. e) Reflects amortization of goodwill (40 years straight-line) and a covenant not to compete (5 years straight- line) resulting from the acquisitions and the amortization of debt issue costs (5 years accelerated) incurred from the issuance of the $225,000,000 term loan used to finance the acquisitions. f) Reflects the income tax effect of the pro forma adjustments using an estimated effective tax rate of 40%. g) Reflects the issuance of a $225,000,000 term loan, the proceeds from which were used to finance the acquisitions. h) Reflects allocation of the purchase price for the acquired businesses, as follows (in thousands): Cash purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . $219,314 Cash paid for tax liability of Synetic . . . . . . . . . . . . . . . . . . . 2,804 Estimated acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . 8,784 -------- 230,902 Adjustments to acquired businesses' balance sheets: Accounts receivable - patient, net . . . . . . . . . $ 3,000 Property and equipment, net . . . . . . . . . . . . 1,655 Other, net . . . . . . . . . . . . . . . . . . . . . 263 Other accrued liabilities . . . . . . . . . . . . . (24) Current portion of long-term obligations . . . . . . (77) Income taxes payable . . . . . . . . . . . . . . . . (2,846) Long-term obligations . . . . . . . . . . . . . . . (3,343) Deferred income taxes payable . . . . . . . . . . . (1,044) Other liabilities and deferred items . . . . . . . . (26,163) Common stock . . . . . . . . . . . . . . . . . . . . (842) Additional paid-in capital . . . . . . . . . . . . . (27,580) Retained earnings . . . . . . . . . . . . . . . . . (5,024) -------- (62,025) -------- 168,877 Less: Covenant not to compete . . . . . . . . . . . . . . . . . . . . . . . 500 -------- Excess cost over fair market value of net assets acquired . . . . . . . . . $168,377 ========
Beverly believes that the recorded values of the acquired businesses' assets and liabilities approximates their fair values. i) Reflects the estimated costs associated with issuing the $225,000,000 term loan used to finance the acquisitions. j) Reflects the merger of PMSI and Beverly using a conversion rate of 1.17857 shares of Beverly common stock for each share of PMSI stock on an as-if-converted to PMSI Common Stock basis. -----END PRIVACY-ENHANCED MESSAGE-----