Beverly Enterprises (NYSE:BEV)
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Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) today
announced that it will hold a Special Meeting of Stockholders at 10:00
a.m. (CST) on Tuesday, Feb. 14, 2006, at BEI's Corporate Center --
1000 Beverly Way, Fort Smith, Arkansas, to approve the previously
announced merger agreement between BEI and Pearl Senior Care, an
affiliate of Fillmore Capital Partners. The BEI Board of Directors has
fixed the close of business on Friday, Jan. 13, 2006, as the record
date for determining stockholders entitled to vote at the Special
Meeting.
BEI and its operating subsidiaries are leading providers of
healthcare services to the elderly in the United States. BEI, through
its subsidiaries, operates 345 skilled nursing facilities, as well as
18 assisted living centers, and 66 hospice/home care centers. Through
Aegis Therapies, Inc., BEI offers rehabilitative services on a
contract basis to nursing facilities operated by other care providers.
IMPORTANT INFORMATION
On December 13, 2005, BEI filed a preliminary proxy statement
relating to BEI's solicitation of proxies with respect to its special
meeting of stockholders to be held in 2006. Prior to the special
meeting, BEI will furnish a definitive proxy statement to its
stockholders. BEI URGES INVESTORS AND SECURITY HOLDERS TO READ THE
PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. BEI and its
officers and directors may be deemed to be participants in the
solicitation of proxies with respect to any proposed transaction.
Information regarding such individuals is included in the Company's
proxy statements and Annual Reports on Form 10-K previously filed with
the Securities and Exchange Commission and will be included in the
definitive proxy statement relating to the proposed transaction when
it becomes available. You may obtain BEI's proxy statement, when it
becomes available, any amendments or supplements to the proxy
statement and other relevant documents free of charge at www.sec.gov.
You may also obtain a free copy of BEI's definitive proxy statement,
when it becomes available, any amendments and supplements to the
definitive proxy statement and other relevant documents by writing to
BEI at 1000 Beverly Way, Fort Smith, Arkansas 72919, Attn: Investor
Relations or at www.beverlycorp.com under the tab "Investor
Information" and then under the heading "SEC Filings."
FORWARD-LOOKING STATEMENTS
The statements in this document relating to matters that are not
historical facts are forward-looking statements based on management's
beliefs and assumptions using currently available information and
expectations as of the date hereof. Forward-looking statements are not
guarantees of future performance and involve certain risks and
uncertainties, including the risks and uncertainties detailed from
time to time in BEI's filings with the Securities and Exchange
Commission. In particular, statements regarding the consummation of
the merger with Pearl Senior Care are subject to risks that the
conditions to the transaction will not be satisfied, including the
risk that regulatory approvals will not be obtained.
In addition, BEI's results of operations, financial condition and
cash flows may be adversely impacted by the pendency of the proposed
transaction with Pearl Senior Care, which may impact our ability to
attract and retain customers, management and employees. BEI has
incurred and will continue to incur significant advisory fees and
other expenses relating to the proposed transaction. Although BEI
believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot give any assurances that these
expectations will prove to be correct.
BEI assumes no duty to publicly update or revise such statements,
whether as a result of new information, future events or otherwise.