BEI Special Stockholder Meeting Scheduled for February 14
January 03 2006 - 5:28PM
Business Wire
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.
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