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) November 3, 2004
BEVERLY ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9550 62-1691861
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(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 2.02 Results of Operations and Financial Condition.
On November 3, 2004, Beverly Enterprises, Inc. (the "Company") issued a
press release announcing that (i) an investor conference call will take place on
Tuesday, November 9, 2004, at 8:30 a.m. EST and (ii) Company management is
scheduled to make a presentation at the CIBC World Markets 15th Annual
Healthcare Conference in New York on Tuesday, November 9, 2004, at 11:00 a.m.
EST. Information on listening to the conference call and the CIBC World Markets
15th Annual Healthcare Conference presentation is contained in the press
release, a copy of which is attached hereto as Exhibit 99.1.
On November 8, 2004, the Company issued a press release regarding financial
results for the quarter ended September 30, 2004, the full text of which is set
forth in Exhibit 99.2 attached hereto.
The Company defines EBITDA as earnings from continuing operations before
interest expense, interest income, income taxes, depreciation and amortization.
EBITDA margin is EBITDA as a percentage of revenues. EBITDA is commonly used by
the Company's lenders and investors to assess the Company's leverage capacity,
debt service ability and liquidity, and the Company uses EBITDA to evaluate
financial performance and to design incentive compensation for management.
EBITDA is not considered a measure of financial performance under U.S. generally
accepted accounting principles ("GAAP"), and the items excluded from EBITDA are
significant components in understanding and assessing the Company's financial
performance. EBITDA should not be considered as an alternative to net income,
cash flows provided by or used in operating, investing or financing activities
or other financial statement data presented in the Company's consolidated
financial statements as an indicator of financial performance or liquidity.
Since EBITDA is not a measure determined in accordance with GAAP and is thus
susceptible to varying calculations, EBITDA as presented may not be comparable
to other similarly titled measures of other companies.
Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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99.1 Press Release of Beverly Enterprises, Inc., dated
November 3, 2004.
99.2 Press Release of Beverly Enterprises, Inc., dated
November 8, 2004.
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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: November 8, 2004 BEVERLY ENTERPRISES, INC.
By: /s/ PAMELA H. DANIELS
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Name: Pamela H. Daniels
Title: Senior Vice President, Controller
and Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release of Beverly Enterprises, Inc., dated
November 3, 2004.
99.2 Press Release of Beverly Enterprises, Inc. dated November
8, 2004.
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