BEI's 2.75% Convertible Subordinated Notes Continue to be Eligible for Conversion
04 Enero 2006 - 2:27PM
Business Wire
Beverly Enterprises, Inc. ("BEI") (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 December 31, 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 March 31,
2006. Whether the Notes will be convertible at any time after March
31, 2006, pursuant to this provision of the indenture, will depend
on the sale price of the BEI common stock during the quarter ending
on March 31, 2006. 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 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.
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