-----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, asMTNa8ZdDUzm7ClVIlHkyUMiKFHUcMK6H3D+fAXIk8iTJfpx+RzllwONC1G4Svj RI4CDCmcU5x6eYnX7dhzqw== 0000950134-95-001271.txt : 19950531 0000950134-95-001271.hdr.sgml : 19950531 ACCESSION NUMBER: 0000950134-95-001271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950530 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950530 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09550 FILM NUMBER: 95543436 BUSINESS ADDRESS: STREET 1: 5111 ROGERS AVE STE 40 A CITY: FORT SMITH STATE: AR ZIP: 72919 BUSINESS PHONE: 5014526712 8-K 1 FORM 8-K 1 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 May 30, 1995 -------------------- 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, Suite 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 May 30, 1995 Beverly Enterprises, Inc. (the "Company") announced, pursuant to a Press Release ("Press Release"), a management change at its wholly-owned subsidiary, Pharmacy Corporation of America ("PCA"), noting that Robert D. Woltil, currently the Company's Executive Vice President and Chief Financial Officer, had been appointed, effective immediately, as President and Chief Executive Officer of PCA, replacing Ronald C. Kayne, whose retirement was announced at the same time. The press release indicated that Mr. Woltil would also continue to serve in his post at the Company until his successor at the Company is named. The Company stated that the focus placed on PCA and its proposed spin-off to the Company's stockholders has highlighted certain operational problems at PCA, including revenue reductions resulting from lost customers and changes in pricing and service levels, as well as higher than expected costs associated with the assimilation of PCA's late 1994 acquisitions, as a result of which the Company's second quarter earnings could be adversely affected by between $.05 and $.07 per share. The Company stated that it is in the process of correcting the noted problems at PCA, and that it expects to continue its previously announced plans for an initial public offering of PCA common stock, with the remainder of PCA stock to be distributed to the Company stockholders as a tax-free distribution, although the timing of these transactions was expected to be delayed approximately three to six months. See attached hereto as Exhibit 99, the Press Release of the Company, dated May 30, 1995. ITEM 7. Financial Statements and Exhibits a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable. b) PRO FORMA FINANCIAL INFORMATION. Not Applicable c) EXHIBITS. 99 Press Release of Beverly Enterprises, Inc., dated May 30, 1995 2 3 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, Senior Vice President, Controller and Chief Accounting Officer Date: May 30, 1995 3 4 INDEX TO EXHIBITS Exhibit 99 Press Release of Beverly Enterprises, Inc., dated May 30, 1995 EX-99 2 PRESS RELEASE DATED MAY 30, 1995 1 EXHIBIT 99 Press Release of Beverly Enterprises, Inc., dated May 30, 1995 2 [LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- P.O. Box 3324 -- Fort Smith, Arkansas 72913-3324 -- Phone (501) 452-6712 -- FAX (501) 452-5131 - -------------------------------------------------------------------------------- For Immediate Release - --------------------- For further information: Robert D. Woltil, President, Pharmacy Corporation of America (501) 452-6712 Scott M. Tabakin, Senior Vice President and Controller (501) 452-6712 ROBERT D. WOLTIL NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER OF BEVERLY'S PCA UNIT PLANS FOR SPIN-OFF TO CONTINUE EARNINGS TO BE AFFECTED BY PCA ISSUES (FORT SMITH, ARKANSAS, May 30, 1995) Beverly Enterprises, Inc. (NYSE:BEV) today announced the appointment of Robert D. WoltiL as President and Chief Executive Officer of its wholly-owned subsidiary Pharmacy Corporation of America ("PCA"), replacing Ronald C. Kayne, whose retirement was also announced today. Both changes are effective immediately. The Company said that it expects to continue its previously announced plans for an Initial Public Offering ("IPO") of PCA and a spin-off of the remainder of its PCA shares to Beverly common stockholders as a tax-free distribution. David R. Banks, Beverly's Chairman and Chief Executive Officer, commented, "We believe that Bob Woltil is the best person to move PCA forward as a separate, public company. He has been instrumental in the success of Beverly Enterprises and is ready for this new challenge." Mr. Banks added, "Ron Kayne has done an outstanding job of building PCA over the last decade, but the spin-off and continued growth of PCA as an independent entity requires a commitment he is not willing to make at this point in his life." Mr. Woltil currently serves as Beverly's Executive Vice President and Chief Financial Officer, and will perform both roles until a successor as CFO is named. The Company stated that these management changes reflect its intention to move ahead with the IPO and spin-off. Also, according to Mr. Banks, "The focus placed on PCA and the spin-off have highlighted operational problems at PCA, including revenue reductions resulting from lost customers and changes in pricing and service levels, as well as higher than expected costs associated with the assimilation of PCA's late 1994 acquisitions. This could adversely affect Beverly's second quarter earnings by between $.05 and $.07 per share. We are already in the process of correcting these problems. However, we expect this will cause the IPO and spin-off to be delayed approximately three to six months." 3 Beverly Enterprises, Inc. is a long-term health care company operating nursing facilities, institutional pharmacies, acute long-term transitional hospitals, hospice programs, retirement living centers, and home health centers. Its mission is to deliver high quality health care that exceeds the expectations of each of its customers and to be the provider and employer of choice in each of the communities served. # # # -----END PRIVACY-ENHANCED MESSAGE-----