SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Beverly Enterprises, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, $.10 par value per share
-----------------------------------------
(Title of class of securities)
087851309
-----------------------------------------
(CUSIP Number)
Kenneth Maiman, Esq. Bradley Takahashi, Esq.
Appaloosa Management L.P. Franklin Mutual Advisers, LLC
26 Main Street, First Floor 51 John F. Kennedy Parkway
Chatham, NJ 07928 Short Hills, NJ 07078
(973) 701-7000 (973) 912-2000
Arnold M. Whitman Richard Marks, Esq.
Formation Capital, LLC Northbrook NBV, LLC
1035 Powers Place 500 Skokie Blvd, Ste. 310
Alpharetta, GA 30004 Northbrook, IL 60062
(770) 754-9660 (847) 559-1002
Robert C. Schwenkel, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004-1980
(212) 859-8000
(Persons Authorized to Receive Notices and Communications)
January 14, 2005
-----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
CUSIP NO. 087851309 13D PAGE 2 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Appaloosa Investment Limited Partnership I
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,873,122
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,873,122
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,873,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
TYPE OF REPORTING PERSON
14 PN
CUSIP NO. 087851309 13D PAGE 3 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Palomino Fund Ltd.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,641,178
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,641,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,641,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
TYPE OF REPORTING PERSON
14 CO
CUSIP NO. 087851309 13D PAGE 4 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Appaloosa Management L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,514,300
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,514,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,514,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
TYPE OF REPORTING PERSON
14 PN;IA
CUSIP NO. 087851309 13D PAGE 5 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Appaloosa Partners Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,514,300
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,514,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,514,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
TYPE OF REPORTING PERSON
14 CO
CUSIP NO. 087851309 13D PAGE 6 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 David A. Tepper
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,514,300
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,514,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,514,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
TYPE OF REPORTING PERSON
14 IN;HC
CUSIP NO. 087851309 13D PAGE 7 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Franklin Mutual Advisers, LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,508,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,508,900
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,508,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
TYPE OF REPORTING PERSON
14 IA
CUSIP NO. 087851309 13D PAGE 8 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Northbrook NBV, LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 WC
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,487,200
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,487,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,487,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 9 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 David Hokin
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,487,200
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,487,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,487,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
TYPE OF REPORTING PERSON
14 IN;HC
CUSIP NO. 087851309 13D PAGE 10 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Rob Rubin
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,487,200
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,487,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,487,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
TYPE OF REPORTING PERSON
14 IN
CUSIP NO. 087851309 13D PAGE 11 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Robert Hartman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,487,200
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,487,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,487,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
TYPE OF REPORTING PERSON
14 IN
CUSIP NO. 087851309 13D PAGE 12 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 1995 David Reis Family Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 10,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 13 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 1995 Donna Reis Family Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 25,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
25,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 14 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Aaron Reis Spray Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 20,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 15 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Anna Reis Spray Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
22,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 16 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Alexander Reis Spray Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
22,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 17 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 David Reis Family Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 25,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
25,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 18 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 David Reis
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 95,000[1]
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 125,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 95,000[1]
PERSON 10 SHARED DISPOSITIVE POWER
WITH 125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
220,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 IN
-----------------
[1] Includes 20,000 Beverly Enterprises shares which may be purchased
pursuant to currently exercisable call options.
CUSIP NO. 087851309 13D PAGE 19 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Baylor Enterprises LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 AF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Georgia
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
22,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 20 OF PAGES
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Arnold M. Whitman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
4 PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5 N/A
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
26,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
TYPE OF REPORTING PERSON
14 IN;HC
This Amendment No. 1 amends and restates the Schedule 13D filed on
January 24, 2005 (the "Statement") by (i) Appaloosa Investment Limited
Partnership I, (ii) Palomino Fund Ltd., (iii) Appaloosa Management L.P.,
(iv) Appaloosa Partners, Inc., (v) David A. Tepper, (vi) Franklin Mutual
Advisers, LLC, (vii) Northbrook NBV, LLC, (viii) David Hokin, (ix) Rob
Rubin, (x) Robert Hartman, (xi) 1995 David Reis Family Trust, (xii) 1995
Donna Reis Family Trust, (xiii) Aaron Reis Spray Trust, (xiv) Anna Reis
Spray Trust, (xv) Alexander Reis Spray Trust, (xvi) David Reis Family
Trust, (xvii) David Reis, (xviii) Baylor Enterprises LLC and (xix) Arnold
Whitman relating to the common stock, $0.10 par value per share, of Beverly
Enterprises Inc., making certain corrections to the Statement.
Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") is filed with
respect to common stock, $.10 par value per share ("Beverly Enterprises
Shares"), of Beverly Enterprises, Inc., a Delaware corporation (the
"Company"). The principal executive office of the Company is located at One
Thousand Beverly Way, Fort Smith, Arkansas 72919.
Item 2. Identity and Background
This Statement is being filed by Appaloosa Investment Limited
Partnership I ("AILP"), Palomino Fund Ltd. ("Palomino"), Appaloosa
Management L.P. ("Appaloosa"), Appaloosa Partners Inc. ("API"), David A.
Tepper, Franklin Mutual Advisers, LLC ("Franklin Mutual"), Northbrook NBV
LLC ("Northbrook"), David Hokin, Rob Rubin, Robert Hartman, the 1995 David
Reis Family Trust ("1995 DRF Trust"), the 1995 Donna Reis Family Trust
("Donna Trust"), the Aaron Reis Spray Trust ("Aaron Trust"), the Anna Reis
Spray Trust ("Anna Trust"), the Alexander Reis Spray Trust ("Alexander
Trust"), the David Reis Family Trust ("DRF Trust"), David Reis, Baylor
Enterprises LLC ("Baylor") and Arnold M. Whitman (collectively, the "Filing
Persons"). The Filing Persons have entered into a Joint Filing Agreement,
dated as of January 24, 2004, a copy of which is attached hereto as Exhibit
A.
API is a Delaware corporation and the sole general partner of
Appaloosa, a Delaware limited partnership. Mr. Tepper is the sole
stockholder and sole director of API and is a U.S. citizen. Mr. Tepper's
present principal employment is as President of API. Ronald Goldstein is
the Secretary of API, and his present principal employment is as Vice
President of API ("Mr. Goldstein"). Lawrence O'Friel's present principal
employment is as treasurer of API ("Mr. O'Friel" and, together with Mr.
Goldstein, the "API Officers"). Each of the API Officers is a citizen of
the United States and disclaims beneficial ownership of any of the
securities covered by this Statement.
Appaloosa is the sole general partner of AILP, a Delaware limited
partnership, and Appaloosa makes all investment decisions for Palomino as
its investment adviser. AILP and Palomino are referred to herein
collectively as the "Appaloosa Purchasers." Palomino has no executive
officers, and its directors are as follows: Mr. Tepper, Ernest Morrison
("Mr. Morrison"), and Graham Cook ("Mr. Cook" and, together with Mr.
Morrison, the "Palomino Directors"). Mr. Morrison and Mr. Cook are each
citizens of the United Kingdom. Mr. Morrison's present principal employment
is as a partner of the law firm Cox Hallett Wilkinson. Mr. Cook's present
principal employment is as Managing Director of TMF (BVI) Limited and as
Managing Director of Bison Financial Services Limited. Each of the Palomino
Directors disclaims beneficial ownership of any of the securities covered
by this Statement.
The address of the principal business and/or principal office of each
of AILP, Appaloosa, API, Mr. Tepper and the API Officers is c/o API, 26
Main Street, 1st Floor, Chatham, New Jersey 07928. The address of the
principal business and principal office of Palomino is c/o Trident Trust
Company (Cayman) Ltd., 1 Capital Place, P.O. Box 847, Grand Cayman, Cayman
Islands. Mr. Morrison's principal business address at Cox Hallett Wilkinson
is Milner House, 18 Parliament Street, Hamilton, Bermuda. Mr. Cook's
principal business address at TMF (BVI) Limited is Mill Mall P.O. Box 964,
Road Town, Tortola, British Virgin Islands, and at Bison Financial Services
Limited, his principal business address is Bison Court, Yamraj Building,
Road Town, Tortola, British Virgin Islands.
Franklin Mutual is a limited liability company organized under the
laws of Delaware, and its principal business is as an investment adviser
registered with the U.S. Securities and Exchange Commission ("SEC") and
investment adviser to certain investment companies within the
Franklin/Templeton Group of Fund, including Franklin Mutual Series Fund
Inc. Franklin Mutual's principal business address is 51 John F. Kennedy
Parkway, Short Hills, New Jersey 07078. The names, addresses, principal
occupations and citizenship of each executive officer and director and each
controlling person, if any, of Franklin Mutual are set forth in Exhibit B
attached hereto.
Northbrook is a limited liability company organized under the laws of
Delaware, and its principal business is general investment activities. Each
of Messrs. Hokin, Hartman and Rubin is a Manager of Northbrook, and Mr.
Hokin is the controlling member. Mr. Hokin's principal employment is as
Chief Strategist for DH2, Inc., an Illinois corporation ("DH2"), whose
principal business is investment and advisory services. Mr. Rubin's
principal employment is as Managing Director for DH2. Mr. Hartman's
principal employment is as Chairman of Nucare Services Corp, an Illinois
corporation ("Nucare"), whose principal business is healthcare management.
The business address of each of Northbrook, DH2 and Messrs Hokin and Rubin
is 500 Skokie Boulevard, Suite 310, Northbrook, Illinois 60062. The
business address of each of Nucare and Mr. Hartman is 6633 N. Lincoln Ave.,
Lincolnwood, Illinois, 60712. Each of Messrs Hokin, Hartman and Rubin is a
U.S. citizen.
Each of the 1995 DRF Trust, Donna Trust, Aaron Trust, Anna Trust,
Alexander Trust and DRF Trust (together, the "Reis Trusts") is a personal,
discretionary family trust formed under the laws of Connecticut. Pursuant
to the trust agreements under which each Reis Trust was formed, the trustee
is authorized to make any investment of its trust fund which the trustee
considers to be in the best interests of the beneficiaries. None of the
Reis Trusts carries on business but holds property, including 200,000
Beverly Enterprises Shares in the aggregate. The records of each Reis Trust
are held at, and the mailing address of each Reis Trust is, c/o Senior Care
Development, LLC, 19 Post Road East, Westport, CT 06880.
David Reis is a trustee of each of the Reis Trusts and serves as
Managing Member of Senior Care Development, LLC, a limited liability
company organized under the laws of Connecticut. His principal business
address is 19 Post Road East Westport, CT 06880. Mr. Reis is a U.S.
citizen.
Baylor is a limited liability company organized under the laws of
Georgia, and its principal business is holding selected securities.
Baylor's principal business address is c/o Formation Capital, LLC, 1035
Powers Place, Alpharetta, GA 30004.
Arnold M. Whitman is the controlling member of Baylor and serves as
Chief Executive Officer, Treasurer and Co-Chairman of Formation Capital,
LLC ("Formation"), a limited liability company organized under the laws of
Pennsylvania to invest in companies in the senior housing and long-term
care industry. Mr. Whitman's principal business address is c/o Formation
Capital, LLC, 1035 Powers Place, Alpharetta, GA 30004. Mr. Whitman is a
U.S. citizen.
During the last five years, none of the Filing Persons, Formation,
the API Officers, the Palomino Directors or any of the executive officers
listed in Exhibit B attached hereto has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Beverly Enterprises Shares reported herein by the Appaloosa
Purchasers were acquired with funds of approximately $30,590,227.19
(including brokerage commissions). All of such funds were provided from
investment capital of each Appaloosa Purchaser. The Beverly Enterprises
Shares reported herein by Franklin Mutual were acquired with funds of
approximately $31,446,000 (including brokerage commissions). All of such
funds were provided from investment capital of Franklin Mutual's respective
advisory clients. The Beverly Enterprises Shares reported herein by
Northbrook were acquired with funds of approximately $13,344,744.62
(including brokerage commissions). All of such funds were provided from
Northbrook's working capital. The Beverly Enterprises Shares reported
herein by each of the Reis Trusts were acquired with funds (including
brokerage commissions) of approximately $89,000 for the 1995 DRF Trust,
$209,224 for the Donna Trust, $161,266 for the Aaron Trust, $183,373.97 for
the Anna Trust, $183,374 for the Alexander Trust, $205,616 for the DRF
Trust, and the Beverly Enterprises Shares reported herein by Mr. Reis in
his personal capacity were acquired with funds of approximately $624,967.
All of such funds were provided to each of the Reis Trusts from earnings
accumulated, in or contributions to, the general trust corpus, and the
funds provided to David Reis in his personal capacity were contributed by
Mr. Reis through his personal funds. The Beverly Enterprises Shares
reported herein by Baylor were acquired with funds of approximately
$198,019.80 (excluding brokerage commissions). All of such funds were
provided from a capital contribution from Baylor's controlling member,
Arnold M. Whitman. The Beverly Enterprises Shares reported herein by Mr.
Whitman in his personal capacity were acquired with funds of approximately
$40,511.45 (including brokerage commissions). All of such funds were
provided from Mr. Whitman's own personal funds.
Item 4. Purpose of Transaction
The Filing Persons acquired the Beverly Enterprises Shares reported
in Item 5 of this Statement in order to increase their equity interest in
the Company, which the Filing Persons believe is an attractive investment.
The Filing Persons are interested in exploring the possibility of a
negotiated transaction with the Company that would involve acquiring
control of the Company or purchasing its real estate assets and nursing
facilities operations (the "SNFs"). In this regard, during the week of
December 13, 2004, Mr. Whitman discussed the possibility of such a
transaction with William R. Floyd, the Chairman of the Board, President and
Chief Executive Officer of the Company. On December 22, 2004, Formation
sent a follow-up letter, a copy of which is attached hereto as Exhibit D
(the "December 22 Letter"), to Mr. Floyd, expressing its interest in
acquiring the issued and outstanding Beverly Enterprises Shares subject to
completion of Formation's due diligence review of the Company and execution
of definitive agreements and stating that it was prepared to immediately
commence due diligence review of the Company. In this letter, Formation
also stated that the terms of the letter were only intended as an outline
of certain material terms of the proposed transaction and were not intended
to be binding on the Company or Formation and, moreover, that they did not
include all the material terms, conditions, covenants, representations,
warranties and other provisions that would be contained in a definitive
agreement and other documentation.
On January 5, 2005, the Company responded to Formation's December 22
Letter in a letter, a copy of which is attached hereto as Exhibit E (the
"January 5 Letter"), indicating that the Company had shared the December 22
Letter with its Board of Directors which had engaged advisors to assist it
in evaluating Formation's indication of interest. On or about January 13,
2005, Mr. Whitman responded to the January 5 Letter and discussed further
with Mr. Floyd Formation's indication of interest. On January 19, 2005,
Formation expanded on its proposal as initially set forth in the December
22 Letter in a letter to the Company, a copy of which is attached hereto as
Exhibit F (the "January 19 Letter"), and reiterated the non-binding nature
of the proposed transaction on the Company and Formation.
The Filing Persons, Formation, any of the API Officers and Palomino
Directors or persons named in Exhibit B may also acquire additional Beverly
Enterprises Shares in the open market, in privately negotiated
transactions, or otherwise, and may contact the Company, its
representatives or other persons interested in the Company, for the purpose
of discussing the Company and the matters referred to in the December 22
Letter, January 5 Letter and January 19 Letter. The Filing Persons reserve
the right at any time (ii) to modify or withdraw their proposal as set
forth in the December 22 Letter and January 19 Letter, (ii) to terminate
their acting as a group in respect of the Beverly Enterprises Shares or
(iii) to dispose of some or all of their Beverly Enterprises Shares in the
open market or in privately negotiated transactions to third parties, or
otherwise, depending on the market conditions and other factors.
Although the foregoing represents the range of activities presently
contemplated by the Filing Persons and Formation with respect to the
Beverly Enterprises Shares, it should be noted that the possible activities
of the Filing Persons and Formation are subject to change at any time. In
particular, any one or more Filing Persons (and their respective
affiliates) reserves the right, in each case subject to any applicable
limitations imposed on the sale of any of their Beverly Enterprises Shares
by the Securities Act of 1933, as amended, and the rules promulgated
thereunder, to distribute or cause to be distributed Beverly Enterprises
Shares in kind to its limited partners, members or investors, as the case
may be, or to the limited partners, members or investors of one or more
Filing Persons controlled by it.
Item 5. Interest in Securities of the Issuer
(a) The Filing Persons beneficially own, as defined in Rule 13d-3
under the Securities Exchange Act of 1934 (the "1934 Act"),
8,756,900 Beverly Enterprises Shares in the aggregate. Based on
the number of Beverly Enterprises Shares reported as outstanding
by the Company in recent public filings, the Filing Persons
beneficially own approximately 8.1% of the Beverly Enterprises
Shares as calculated pursuant to Rule 13d-3(d)(1)(i):
(i) AILP is the owner of 1,873,122 Beverly Enterprises Shares
(or 1.7% of the outstanding Beverly Enterprises Shares).
Each Filing Person (other than AILP, Palomino, Appaloosa,
API and Mr. Tepper) disclaims beneficial ownership of
AILP's Beverly Enterprises Shares;
(ii) Palomino is the owner of 1,641,178 Beverly Enterprises
Shares (or 1.5% of the outstanding Beverly Enterprises
Shares). Each Filing Person (other than AILP, Palomino,
Appaloosa, API and Mr. Tepper) disclaims beneficial
ownership of Palomino's Beverly Enterprises Shares;
(iii) each of Appaloosa, API, and Mr. Tepper, by virtue of their
relationships to the Appaloosa Purchasers as described in
Item 2 above, may be deemed to be a beneficial owner of
3,514,300 Beverly Enterprises Shares in the aggregate (or
3.3% of the outstanding Beverly Enterprises Shares). None
of the API Officers and Palomino Directors owns, and each
disclaims beneficial ownership of, any of the Beverly
Enterprises Shares covered by this Statement. Each Filing
Person (other than AILP, Palomino, Appaloosa, API and Mr.
Tepper) disclaims beneficial ownership of the Beverly
Enterprises Shares owned by Appaloosa, API, and Mr.
Tepper;
(iv) Advisory clients of Franklin Mutual are the owners, in the
aggregate, of 3,508,900 Beverly Enterprises Shares under
investment advisory contracts that grant to Franklin
Mutual sole voting and investment discretion over such
shares. Therefore, Franklin Mutual may be deemed to be,
for purposes of Rule 13d-3 under the 1934 Act, the
beneficial owner of 3,508,900 Beverly Enterprises Shares,
representing approximately 3.2% of the outstanding Beverly
Enterprises Shares.
Franklin Mutual is an indirect wholly owned subsidiary of
Franklin Resources, Inc., a Delaware corporation ("FRI").
Beneficial ownership by investment advisory subsidiaries
and other affiliates of FRI is being reported in
conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating
to organizations, such as FRI, where related entities
exercise voting and investment powers over the securities
being reported independently from each other. The voting
and investment powers held by Franklin Mutual are
exercised independently from FRI, and from all other
investment advisor subsidiaries of FRI (FRI, its
affiliates and investment advisor subsidiaries other than
Franklin Mutual are collectively referred to herein as
"FRI affiliates"). Furthermore, Franklin Mutual and FRI
internal policies and procedures establish informational
barriers that prevent the flow between Franklin Mutual and
the FRI affiliates of information that relates to the
voting and investment powers over the securities owned by
their respective advisory clients. Consequently, Franklin
Mutual and the FRI affiliates are each reporting the
securities over which they hold investment and voting
power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal FRI Shareholders") each owns in excess of 10%
of the outstanding common stock of FRI and are the
principal shareholders of FRI. However, Franklin Mutual
exercises voting and investment powers on behalf of its
advisory clients independently of FRI, the Principal FRI
Shareholders, and their respective affiliates.
Consequently, beneficial ownership of the securities being
reported by Franklin Mutual, including the Beverly
Enterprises Shares being reported herein, is not
attributed to FRI, the Principal FRI Shareholders, and
their respective affiliates other than Franklin Mutual.
Franklin Mutual disclaims any economic interest or
beneficial ownership in any of the Beverly Enterprises
Shares that may be beneficially owned by FRI or its other
affiliates. Furthermore, FRI, the Principal FRI
Shareholders, and their respective affiliates, including
Franklin Mutual, are of the view that they are not acting
as a "group" for purposes of Section 13(d) under the 1934
Act and that they are not otherwise required to attribute
to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised
by FRI subsidiaries. Each other Filing Person disclaims
beneficial ownership of the Beverly Enterprises Shares
owned by Franklin Mutual;
(v) Northbrook owns 1,487,200 Beverly Enterprises Shares which
represent approximately 1.4% of the outstanding Beverly
Enterprises Shares. Each of Messrs. Hartman and Rubin, in
their capacities as Managers of Northbrook as disclosed in
Item 2, may be deemed to have beneficial ownership of the
1,487,200 Beverly Enterprises Shares owned by Northbrook,
and each of Messrs. Hokin, Hartman and Rubin disclaims
beneficial ownership of such shares. Mr. Hokin, in his
capacity as Manager and controlling member of Northbrook,
may be deemed to be a beneficial owner of the Beverly
Enterprises Shares owned by Northbrook. Each Filing Person
(other than Northbrook) disclaims beneficial ownership of
the Beverly Enterprises Shares owned by Northbrook;
(vi) the 1995 DRF Trust is the owner of 10,000 Beverly
Enterprises Shares (or less than 1.0% of the outstanding
Beverly Enterprises Shares). Each Filing Person (other
than Mr. Reis and each of the Reis Trusts) disclaims
beneficial ownership of the Beverly Enterprises Shares
owned by the 1995 DRF Trust;
(vii) the Donna Trust is the owner of 25,000 Beverly Enterprises
Shares (or less than 1.0% of the outstanding Beverly
Enterprises Shares). Each Filing Person (other than Mr.
Reis and each of the Reis Trusts) disclaims beneficial
ownership of the Beverly Enterprises Shares owned by the
Donna Trust;
(viii) the Aaron Trust is the owner of 20,000 Beverly Enterprises
Shares (or less than 1.0% of the outstanding Beverly
Enterprises Shares). Each Filing Person (other than Mr.
Reis and each of the Reis Trusts) disclaims beneficial
ownership of the Beverly Enterprises Shares owned by the
Aaron Trust;
(ix) the Anna Trust is the owner of 22,500 Beverly Enterprises
Shares (or less than 1.0% of the outstanding Beverly
Enterprises Shares). Each Filing Person (other than Mr.
Reis and each of the Reis Trusts) disclaims beneficial
ownership of the Beverly Enterprises Shares owned by the
Anna Trust;
(x) the Alexander Trust is the owner of 22,500 Beverly
Enterprises Shares (or less than 1.0% of the outstanding
Beverly Enterprises Shares). Each Filing Person (other
than Mr. Reis and each of the Reis Trusts) disclaims
beneficial ownership of the Beverly Enterprises Shares
owned by the Alexander Trust;
(xi) the DRF Trust is the owner of 25,000 Beverly Enterprises
Shares (or less than 1.0% of the outstanding Beverly
Enterprises Shares). Each Filing Person (other than Mr.
Reis and each of the Reis Trusts) disclaims beneficial
ownership of the Beverly Enterprises Shares owned by the
DRF Trust;
(xii) Mr. David Reis, in his personal capacity, has beneficial
ownership of 95,000 Beverly Enterprise Shares (or less
than 1.0% of the outstanding Beverly Enterprises Shares
and 20,000 of which may be exercised by Mr. Reis pursuant
to currently exercisable call options that he holds) and,
by virtue of his status as trustee of each of the Reis
Trusts, may be deemed to share beneficial ownership of
125,000 Beverly Enterprises Shares held directly in the
aggregate by the Reis Trusts (or less than 1.0% of the
outstanding Beverly Enterprises Shares). Each Filing
Person (other than Mr. Reis) disclaims beneficial
ownership of the 95,000 Beverly Enterprises Shares
beneficially owned by Mr. Reis, and each Filing Person
(other than Mr. Reis and each Reis Trust) disclaims
beneficial ownership of the 125,000 Beverly Enterprises
Shares held directly in the aggregate by the Reis Trusts,
which Mr. Reis may be deemed to own by virtue of his
status as trustee to the Reis Trusts;
(xiii) Baylor is the owner of 22,000 Beverly Enterprises Shares
(or less than 1% of the outstanding Beverly Enterprises
Shares). Each Filing Person (other than Baylor and Mr.
Whitman) disclaims beneficial ownership of the Beverly
Enterprises Shares owned by Baylor;
(xiv) Mr. Arnold M. Whitman has sole beneficial ownership of
4,500 Beverly Enterprises Shares (or less than 1% of the
outstanding Beverly Enterprises Shares) and, solely by
virtue of his controlling interest in Baylor, may be
deemed to share beneficial ownership of 26,500 Beverly
Enterprises Shares with Baylor in the aggregate (or less
than 1% of the outstanding Beverly Enterprises Shares).
Each Filing Person (other than Mr. Whitman) disclaims
beneficial ownership of the 4,500 Beverly Enterprises
Shares owned by Mr. Whitman in his personal capacity, and
each Filing Person (other than Mr. Whitman and Baylor)
disclaims beneficial ownership of the 22,000 Beverly
Enterprises Shares held directly by Baylor, which Mr.
Whitman may be deemed to own by virtue of his controlling
interest in Baylor; and
(xv) Formation does not own any of the aggregate 1,733,700
Beverly Enterprises Shares (or 1.6% of the outstanding
Beverly Enterprises Shares) beneficially owned by
Northbrook, Messrs Hokin, Rubin and Hartman, any of the
Reis Trusts, Mr. Reis, Baylor and Mr. Whitman and
disclaims beneficial ownership of such shares.
By virtue of the Term Sheet, filed as Exhibit G to this
Statement, and the Agreement among Stockholders, filed as Exhibit
H to this Statement, each as described in Item 6 below, the
Filing Persons may be deemed to be members of a group as defined
in Rule 13d-5(b) and share beneficial ownership of the aggregate
8,756,900 Beverly Enterprises Shares reported herein.
(b) By virtue of the relationships described in Item 2, the Appaloosa
Purchasers, Appaloosa, API and Mr. Tepper have shared power to
vote and direct the disposition of the Beverly Enterprises Shares
beneficially owned by them (as defined in Rule 13d-3 under the
1934 Act). Franklin Mutual has the sole power to vote and direct
the disposition of the Beverly Enterprises Shares it holds. By
virtue of Messrs Hokin, Hartman and Rubin's relationship to
Northbrook as described in Item 2, Northbrook and Messrs Hokin,
Hartman and Rubin have shared power to vote and direct the
disposition of the Beverly Enterprises Shares held by Northbrook.
By virtue of the relationships described in Item 2, the Reis
Trusts and Mr. Reis have shared power to vote and direct the
disposition of the 125,000 Beverly Enterprises Shares held by
such trusts, and Mr. Reis has the sole power to vote and direct
the disposition of the 95,000 Beverly Enterprises Shares (20,000
of which may be purchased by Mr. Reis pursuant to currently
exercisable call options that he holds) held by him in his
personal capacity. By virtue of Mr. Whitman's controlling
interest in Baylor as described in Item 2, Baylor and Mr. Whitman
have shared power to vote and direct the disposition of the
22,000 Beverly Enterprises Shares held by Baylor, and Mr. Whitman
has the sole power to vote and direct the disposition of 4,500
Beverly Enterprises Shares held by himself.
(c) Exhibit C sets forth the purchases of Beverly Enterprises Shares
effected by any Filing Person, Formation, any API Officer or
Palomino Director or any person named in Exhibit B during the
past 60 days. All of such purchases were effected by the Filing
Persons on the New York Stock Exchange.
(d) Other than the Filing Persons and any person named in Exhibit B,
no person is known by any Filing Person to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any Beverly Enterprises Shares
beneficially owned by the Filing Persons or other person named in
Exhibit B.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
On December 14, 2004, Appaloosa, Eureka Capital Markets, LLC,
financial advisor to the Filing Persons in connection with the
Transaction ("Eureka"), Formation and Franklin Mutual (the
"Consortium Members") executed a term sheet setting forth the terms
by which they would work together to effect a transaction acquiring
the outstanding Beverly Enterprises Shares or the SNFs. Pursuant to
this term sheet, Appaloosa, Franklin Mutual and Formation would make
an aggregate equity contribution of $375 million to an entity newly
formed by Formation, consisting of $150 million from Appaloosa, $175
million from Franklin Mutual and $50 million from Formation. In
addition, the term sheet provides for the division of profits and
losses and payment of fees and expenses among the Consortium
Members. The description of this term sheet is qualified in its
entirety by reference to the term sheet dated December 14, 2004
filed as Exhibit G attached hereto and incorporated herein by
reference.
On January 24, 2005, the Filing Persons and Formation (the
"Parties"), entered into a letter agreement to ensure the
coordinated supply of information necessary for the timely filing of
a Schedule 13D by such members in acknowledgement that the
Consortium Members and their affiliates may be deemed to have formed
a "group" (within the meaning of Section 13(d)(3) of the 1934 Act).
Pursuant to this letter agreement, each Party is required, among
other things, to notify the other members promptly of each purchase
or sale of Beverly Enterprises Shares and any agreements, contracts,
arrangements, understandings, plans or proposals entered into by it
or its affiliates that are required to be disclosed under Item 7 of
Schedule 13D. The description of this letter agreement is qualified
in its entirety by reference to the letter agreement dated January
24, 2005 filed as Exhibit H hereto and incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
A. Joint Filing Agreement dated January 24, 2005.*
B. Executive Officers of Franklin Mutual.*
C. Transactions in Beverly Enterprises Shares Since November 18,
2004.+
D. Letter dated December 22, 2004 from Formation to the Company.*
E. Letter dated January 5, 2005 from the Company to Formation.*
F. Letter dated January 19, 2005 from Formation to the Company.*
G. Term Sheet dated December 14, 2004.*
H. Agreement Among Stockholders dated January 24, 2005.+
---------------
* Previously filed.
+ Filed herewith.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
By: Appaloosa Management L.P.,
its General Partner
By: Appaloosa Partners Inc.,
its General Partner
By: /s/ David A. Tepper
-------------------------
Name: David A. Tepper
Title: President
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
PALOMINO FUND LTD.
By: Appaloosa Management L.P.,
its Investment Adviser
By: Appaloosa Partners Inc.,
its General Partner
By: /s/ David A. Tepper
-------------------------
Name: David A. Tepper
Title: President
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
APPALOOSA MANAGEMENT L.P.
By: Appaloosa Partners Inc.,
its General Partner
By: /s/ David A. Tepper
-------------------------
Name: David A. Tepper
Title: President
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
-------------------------
Name: David A. Tepper
Title: President
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
/s/ David A. Tepper
-------------------------------
DAVID A. TEPPER
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
Franklin Mutual Advisers, LLC
By: /s/ David J. Winters
------------------------
Name: David J. Winters
Title: President, Chief Executive
Officer and Chief Investment
Officer
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
NORTHBROOK NBV, LLC
By: /s/ Rob Rubin
------------------------
Name: Rob Rubin
Title: Manager
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
/a/ David Hokin
-------------------------------
DAVID HOKIN
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
/s/ Rob Rubin
-------------------------------
ROB RUBIN
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
/s/ Robert Hartman
-------------------------------
ROBERT HARTMAN
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
1995 DAVID REIS FAMILY TRUST
By: /s/ David Reis
-------------------------------
Name: David Reis
Title: Trustee
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
1995 DONNA REIS FAMILY TRUST
By: /s/ David Reis
-------------------------------
Name: David Reis
Title: Trustee
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
AARON REIS SPRAY TRUST
By: /s/ David Reis
-------------------------------
Name: David Reis
Title: Trustee
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2005
ANNA REIS SPRAY TRUST
By: /s/ David Reis
-------------------------------
Name: David Reis
Title: Trustee
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the Reporting Person certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 25, 2005
ALEXANDER REIS SPRAY TRUST
By: /s/ David Reis
-------------------------------
Name: David Reis
Title: Trustee
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the Reporting Person certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 25, 2005
DAVID REIS FAMILY TRUST
By: /s/ David Reis
-------------------------------
Name: David Reis
Title: Trustee
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the Reporting Person certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 25, 2005
/S/ David Reis
-------------------------------
DAVID REIS
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the Reporting Person certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 25, 2005
BAYLOR ENTERPRISES LLC
By: /s/ Arnold M. Whitman
---------------------------
Name: Arnold M. Whitman
Title: Managing Member
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the Reporting Person certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 25, 2005
/s/ Arnold M. Whitman
-------------------------------
ARNOLD M. WHITMAN
EXHIBIT INDEX
EXHIBIT NAME
A. Joint Filing Agreement dated January 24, 2005.*
B. Executive Officers of Franklin Mutual.*
C. Transactions in Beverly Enterprises Shares Since November 18,
2004.+
D. Letter dated December 22, 2004 from Formation to the Company.*
E. Letter dated January 5, 2005 from the Company to Formation.*
F. Letter dated January 19, 2005 from Formation to the Company.*
G. Term Sheet dated December 14, 2004.*
H. Agreement Among Stockholders dated January 24, 2005.+
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* Previously filed.
+ Filed herewith.