-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O6C5JzBw1FC+hkh+ypyJW5Wuc4yLHoNRjvsoHESDu5EnaQI2ezq/R6wqbQZ5DfAd 02NU8VkhQUGLkcBZacgfwQ== 0000950134-04-018610.txt : 20041203 0000950134-04-018610.hdr.sgml : 20041203 20041203163050 ACCESSION NUMBER: 0000950134-04-018610 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEVERLY ENTERPRISES INC CENTRAL INDEX KEY: 0001040441 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621691861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09550-2B FILM NUMBER: 041184149 BUSINESS ADDRESS: STREET 1: ONE THOUSAND BEVERLY WAY CITY: FORT SMITH STATE: AR ZIP: 72919 BUSINESS PHONE: 5014526712 MAIL ADDRESS: STREET 1: ONE THOUSAND BEVERLY WAY CITY: FORT SMITH STATE: AR ZIP: 72919 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEVERLY HOLDINGS INC DATE OF NAME CHANGE: 19970604 8-K 1 d20717e8vk.htm FORM 8-K e8vk
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UNITED STATES
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

Date of report (Date of earliest event reported)   December 1, 2004

BEVERLY ENTERPRISES, INC.

(Exact Name of Registrant as Specified in Charter)
         
Delaware   1-9550   62-1691861
  		 
  		 
 
(State or Other Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
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))

 

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Item 1.01 Entry into a Material Definitive Agreement.
SIGNATURE

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Item 1.01 Entry into a Material Definitive Agreement.

     On December 1, 2004, Beverly Enterprises, Inc. (the “Company”) executed amendments to the employment agreements of three of its executive officers (collectively, the “Executives”): (i) William R. Floyd, the Company’s Chairman, President and Chief Executive Officer, (ii) Jeffrey P. Freimark, the Company’s Executive Vice President, Chief Financial Officer and Chief Information Technology Officer and (iii) Douglas J. Babb, the Company’s Executive Vice President and Chief Legal and Administrative Officer. The amendments permit the Executives to continue as participants in the Company’s Executive Allowance Program and the Long Term Care Plan in accordance with those plans’ respective terms. They also require the Company to maintain life insurance for each Executive under the Company’s Executive Split Dollar Life Insurance Plan, in the amount currently in place, for the remainder of such Executive’s life, with the Executive as beneficiary and payable to his estate upon death. In addition, the amendment to Mr. Floyd’s agreement also clarifies the discount rate to be applied to any lump sum payment made to him under the Company’s Supplemental Executive Retirement Plan, and permits him to continue as a participant in the Retention Enhancement Program under the Company’s Executive Deferred Compensation Plan. The amendments to the agreements for Messrs. Freimark and Babb, moreover, permit each of them to continue as participants in the Company’s Enhanced Supplemental Executive Retirement Plan.

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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 hereunto duly authorized.
         
Dated: December 3, 2004   BEVERLY ENTERPRISES, INC.
 		  
  By:   /s/ Pamela H. Daniels    
  Name:  Pamela H. Daniels  
  Title:  Senior Vice President, Controller and
Chief Accounting Officer 		  
 

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