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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K/A

AMENDMENT NO. 1 TO 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 30, 2004

BEVERLY ENTERPRISES, INC.


(Exact Name of Registrant as Specified in its 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

 
 
 
(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:

    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


TABLE OF CONTENTS

Item 2.01. Acquisition or Disposition of Assets
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Consent of BDO Seidman, LLP
Audited Combined Financial Statements
Unaudited Interim Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Financial Information


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Item 2.01. Acquisition or Disposition of Assets.

     On July 30, 2004, Beverly Enterprises, Inc. (“Beverly” or the “Company”) acquired, through its indirect wholly-owned subsidiary, Hospice Preferred Choice, Inc. (“Hospice Preferred Choice”), substantially all of the assets of Hospice USA, LLC (“Hospice USA”) and its affiliates (collectively, the “Sellers”). The Sellers were privately held companies that provided hospice services in Mississippi, Alabama and Tennessee through 18 agencies.

     This Form 8-K/A amends the Current Report on Form 8-K filed August 13, 2004 to include Item 9.01 Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     Audited combined financial statements of the Sellers for the fiscal years ended December 31, 2003 and 2002 and unaudited interim combined financial statements of the Sellers as of and for the six months ended June 30, 2004 and 2003 are filed as Exhibits 99.1 and 99.2 hereto.

     (b) Pro Forma Financial Information

    Unaudited pro forma condensed combined financial statements of Beverly and the Sellers are filed as Exhibit 99.3 hereto.

     (c) Exhibits

         
2.1
    Asset Purchase Agreement, dated as of May 27, 2004, by and among Hospice USA, LLC and the Affiliated Sellers named therein and Hospice Preferred Choice, Inc. (incorporated by reference to Exhibit 10.6 to Beverly Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
       
2.2
    First Amendment to Asset Purchase Agreement, dated as of July 30, 2004, by and among Hospice USA, LLC and the Affiliated Sellers named therein and Hospice Preferred Choice, Inc. (incorporated by reference to Exhibit 10.7 to Beverly Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
       
23.1†
    Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm
 
       
99.1†
    Audited combined financial statements of Hospice USA, LLC and Affiliates for the fiscal years ended December 31, 2003 and 2002
 
       
99.2†
    Unaudited interim condensed combined financial statements of Hospice USA, LLC and Affiliates as of and for the six months ended June 30, 2004 and 2003
 
       
99.3†
    Unaudited pro forma condensed combined financial information of Beverly and Hospice USA, LLC

 Filed herewith.

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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, thereunto duly authorized.

         
Dated: September 23, 2004   BEVERLY ENTERPRISES, INC.
 
       
  By:   /s/ Pamela H. Daniels
     
Pamela H. Daniels
      Senior Vice President, Controller and
      Chief Accounting Officer

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EXHIBIT INDEX

         
Exhibit
No.

      Exhibit
2.1
    Asset Purchase Agreement, dated as of May 27, 2004, by and among Hospice USA, LLC and the Affiliated Sellers named therein and Hospice Preferred Choice, Inc. (incorporated by reference to Exhibit 10.6 to Beverly Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
       
2.2
    First Amendment to Asset Purchase Agreement, dated as of July 30, 2004, by and among Hospice USA, LLC and the Affiliated Sellers named therein and Hospice Preferred Choice, Inc. (incorporated by reference to Exhibit 10.7 to Beverly Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
       
23.1†
    Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm
 
       
99.1†
    Audited combined financial statements of Hospice USA, LLC and Affiliates for the fiscal years ended December 31, 2003 and 2002
 
       
99.2†
    Unaudited interim condensed combined financial statements of Hospice USA, LLC and Affiliates as of and for the six months ended June 30, 2004 and 2003
 
       
99.3†
    Unaudited pro forma condensed combined financial information of Beverly and Hospice USA, LLC

† Filed herewith.

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