BEI's 2.75% Convertible Subordinated Notes Continue to Be Eligible for Conversion
06 Ottobre 2005 - 6:50PM
Business Wire
Beverly Enterprises, Inc. (NYSE: BEV) announced today that its 2.75
percent Convertible Subordinated Notes due 2033 (the "Notes")
continue to be eligible for conversion into BEI's common stock at a
conversion rate of 134.1922 per $1,000 principal amount of Notes,
or $7.45 per share. Under the indenture governing the Notes, a
holder may convert any of its Notes into BEI common stock during
any fiscal quarter if the sale price of the common stock for at
least 20 consecutive trading days in the 30 trading days ending on
the last trading day of the immediately preceding fiscal quarter
exceeds 120 percent of the conversion price on that 30th trading
day. As of September 30, 2005, the sale price of BEI's common stock
for at least 20 of the 30 preceding consecutive trading days
exceeded 120 percent of the conversion price of $7.45. As a result,
the Notes are currently convertible through and including December
31, 2005. Whether the Notes will be convertible at any time after
December 31, 2005 will depend on the occurrence of events specified
in the indenture, including the sale price of the BEI common stock
during the quarter ending on December 31, 2005 and subsequent
quarters. To convert interests in a global Note held through the
Depository Trust Company ("DTC"), the holder must deliver to DTC
the appropriate instruction form for conversion pursuant to DTC's
conversion program, and to convert certificated Notes a holder must
complete the conversion notice on the back of the Note and deliver
the executed notice (or facsimile thereof) to the Bank of New York,
as Trustee and Conversion Agent for the Notes. In addition, if a
holder requests that the BEI common stock issuable upon conversion
of the Notes be issued in or delivered to someone other than the
holder, the holder must pay all applicable transfer taxes and
duties, if any (in each case as more fully set forth in the
indenture governing the Notes). This press release is only a
summary of certain provisions of the Notes and the indenture
governing the Notes. A complete explanation of the conversion
rights of holders of the Notes, as well as the procedures required
to convert Notes, is set forth in the First Supplemental Indenture,
dated as of October 22, 2003, which was previously attached as an
Exhibit to the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 23, 2003. All holders
are urged to review the conversion provisions contained in the
Notes and the indenture in their entirety. The statements in this
press release 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, 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. 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. BEI, through its operating
subsidiaries, is a leading provider of healthcare services to the
elderly in the United States. BEI currently operates 345 skilled
nursing facilities, as well as 18 assisted living centers, and 64
hospice and home care centers. Through Aegis Therapies, BEI also
offers rehabilitative services on a contract basis to facilities
operated by other care providers.
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