SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D/A
(Amendment No. 9)
Under the Securities Exchange Act of 1934
Beverly Enterprises, Inc.
-----------------------------------
(Name of Issuer)
Common Stock, $0.10 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)
August 24, 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 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Investment Limited Partnership I
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
PN
CUSIP NO. 087851309 13D PAGE 3 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Palomino Fund Ltd.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
CO
CUSIP NO. 087851309 13D PAGE 4 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Management L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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)
3.2%
14 TYPE OF REPORTING PERSON
PN; IA
CUSIP NO. 087851309 13D PAGE 5 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Partners Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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)
3.2%
14 TYPE OF REPORTING PERSON
CO
CUSIP NO. 087851309 13D PAGE 6 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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)
3.2%
14 TYPE OF REPORTING PERSON
IN; HC
CUSIP NO. 087851309 13D PAGE 7 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
IA
CUSIP NO. 087851309 13D PAGE 8 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northbrook NBV, LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 9 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Hokin
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
IN;HC
CUSIP NO. 087851309 13D PAGE 10 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rob Rubin
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 087851309 13D PAGE 11 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Hartman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 087851309 13D PAGE 12 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1995 David Reis Family Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 13 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1995 Donna Reis Family Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 14 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aaron Reis Spray Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 15 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anna Reis Spray Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 16 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander Reis Spray Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 17 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Reis Family Trust
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
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%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 18 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Reis
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 75,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 125,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 75,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
200,000
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%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 087851309 13D PAGE 19 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baylor Enterprises LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 21,900
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 21,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
21,900
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)
Less than 1.0%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 087851309 13D PAGE 20 OF 43 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arnold M. Whitman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 21,900
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,700
PERSON 10 SHARED DISPOSITIVE POWER
WITH 21,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
26,600
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%
14 TYPE OF REPORTING PERSON
IN;HC
This Amendment No. 9 amends the Schedule 13D originally filed on
January 24, 2005, as amended by Amendment No. 1 filed on January 25, 2005,
by Amendment No. 2 filed on January 27, 2005, by Amendment No. 3 filed on
February 4, 2005, by Amendment No. 4 filed on February 22, 2005, by
Amendment No. 5 filed on March 14, 2005, by Amendment No. 6 filed on April
12, 2005, by Amendment No. 7 filed on April 20, 2005, and by Amendment No. 8
filed on August 10, 2005 (as amended, 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. Unless otherwise indicated, all
capitalized terms used herein shall have the meanings given to them in the
Statement, and unless amended hereby, all information previously filed
remains in effect.
ITEM 4. PURPOSE OF TRANSACTION
Item No. 4 is hereby supplemented by the following:
In connection with the Company's process to seek a buyer for the
Company, since May 9, 2005, certain of the Filing Persons submitted to the
Company a number of proposals to acquire the Company. On August 17, 2005,
the Company announced that it had entered into an Agreement and Plan of
Merger with North American Senior Care, Inc. ("NASC"), providing for the
acquisition of the Company by NASC for $12.80 per share (the "NASC Merger
Agreement"). On August 18, 2005, certain of the Filing Persons submitted a
revised proposal to acquire the Company through a newly formed entity for
$12.90 per share (the "Topping Offer"). From August 18 through August 23,
representatives of the Filing Persons engaged in negotiations with
representatives of the Company with respect to the terms of a definitive
merger agreement reflecting the Topping Offer. However, on August 24, 2005,
the Company announced that it had determined to accept a revised proposal
from NASC to acquire the Company for $13.00 per share (the "Revised NASC
Offer") and had entered into an amendment to the NASC Merger Agreement
reflecting the Revised NASC Offer (as amended, the "Amended NASC Merger
Agreement"). In light of these developments and the terms of the Amended
NASC Merger Agreement, the Filing Persons do not have any present intention
to submit any further proposals to acquire the Company. The Filing Persons
do, however, reserve the right to change such intention at any time or to
submit a proposal to acquire the Company in the event that the Amended NASC
Merger Agreement is terminated.
In light of the foregoing, the Filing Persons have determined that they
no longer have any agreements, arrangements or understandings that could
deem them to be a "group" (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) and, accordingly, none of the
Filing Persons beneficially owns more than five percent of the outstanding
Beverly Enterprises Shares (based on the number of Beverly Enterprises
Shares reported as outstanding by the Company in recent public filings). In
that connection, as described below in Item 6, the Filing Persons and
Formation have entered into an agreement to terminate that certain Agreement
among Stockholders, dated January 24, 2005, which provided for the
coordinated supply of information among the Filing Persons in connection
with the filing of the Schedule 13D and amendments thereto.
Each of the Filing Persons reserves the right, in light of its or his
ongoing evaluation of the Company's financial condition, business,
operations and prospects, the market price of the Beverly Enterprises
Shares, conditions in the securities markets generally, general economic and
industry conditions, its or his business objectives and other relevant
factors, to change its or his plans and intentions at any time, as it or he
deems appropriate. In particular, and without limiting the generality of
the foregoing, any one or more of the 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, or other applicable law, to (i)
purchase additional Beverly Enterprises Shares or other securities of the
Company, (ii) sell or transfer Beverly Enterprises Shares or other
securities beneficially owned by them from time to time in public or private
transactions, and (iii) distribute in kind to their respective shareholders,
partners or members, as the case may be, Beverly Enterprises Shares or other
securities owned by any of them.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby supplemented by the following:
On August 25, 2005, the Filing Persons and Formation entered into a
Termination Agreement (the "Termination Agreement") terminating that certain
Agreement among Stockholders, dated January 24, 2005, by and among the
Filing Persons and Formation, which was previously filed as Exhibit H to
this Statement. The description of the Termination Agreement is qualified
in its entirety by reference to the Termination Agreement, dated August 25,
2005, filed as Exhibit R 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.+
I. Letter dated January 27, 2005 from Fried, Frank, Harris, Shriver &
Jacobson LLP to Douglas J. Babb, Executive Vice President, Chief
Administrative and Legal Officer of the Company.**
J. Press Release issued on February 3, 2005 (including Letter dated
February 3, 2005 from Mr. Whitman to Mr. Floyd).***
K. Notice of Business and Proposals to be Brought before the 2005 Annual
Meeting of Stockholders.***
L. List of Participants in Solicitation of Company Stockholders.***
M. Complaint, filed by Formation and Arnold M. Whitman*****
N. Confidentiality Agreement, dated as of April 11, 2005, between the
Consortium Parties and the Company.******
O. Settlement Agreement, dated as of April 11, 2005, between the
Consortium Parties and the Company.******
P. Agreement, dated as of April 18, 2005, between Formation Capital and
Northbrook.*******
Q. Agreement, dated as of August 5, 2005, between Formation Capital and
Senior Care.********
R. Termination Agreement, dated August 25, 2005, among Formation and the
Filing Persons.++
--------------------------------
* Filed on January 24, 2005
+ Filed with Amendment No. 1 on January 25, 2005
** Filed with Amendment No. 2 on January 27, 2005
*** Filed with Amendment No. 3 on February 4, 2005
**** Filed with Amendment No. 4 on February 22, 2005
***** Filed with Amendment No. 5 on March 14, 2005
****** Filed with Amendment No. 6 on April 12, 2005
******* Filed with Amendment No. 7 on April 20, 2005
******** Filed with Amendment No. 8 on August 10, 2005
++ 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: August 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: August 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: August 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: August 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: August 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: August 25, 2005
FRANKLIN MUTUAL ADVISERS, LLC
By: /s/ Bradley Takahashi
----------------------
Name: Bradley Takahashi
Title: Vice 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: August 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: August 25, 2005
/s/ 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: August 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: August 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: August 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: August 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: August 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: August 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: August 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: August 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: August 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: August 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: August 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.+
I. Letter dated January 27, 2005 from Fried, Frank, Harris, Shriver
& Jacobson LLP to the Company.**
J. Press Release issued on February 3, 2005 (including Letter dated
February 3, 2005 from Mr. Whitman to Mr. Floyd).***
K. Notice of Business and Proposals to be Brought before the 2005
Annual Meeting of Stockholders.***
L. List of Participants in Solicitation of Company Stockholders.***
M. Complaint, filed by Formation and Arnold M. Whitman*****
N. Confidentiality Agreement, dated as of April 11, 2005, between
the Consortium Parties and the Company.******
O. Settlement Agreement, dated as of April 11, 2005, between the
Consortium Parties and the Company.******
P. Agreement, dated as of April 18, 2005, between Formation Capital
and Northbrook.*******
Q. Agreement, dated as of August 5, 2005, between Formation Capital
and Senior Care.********
R. Termination Agreement, dated August 25, 2005, among Formation and
the Filing Persons.++
--------------------------------
* Filed on January 24, 2005
+ Filed with Amendment No. 1 on January 25, 2005
** Filed with Amendment No. 2 on January 27, 2005
*** Filed with Amendment No. 3 on February 4, 2005
**** Filed with Amendment No. 4 on February 22, 2005
***** Filed with Amendment No. 5 on March 14, 2005
****** Filed with Amendment No. 6 on April 12, 2005
******* Filed with Amendment No. 7 on April 20, 2005
******** Filed with Amendment No. 8 on August 10, 2005
++ Filed herewith
Exhibit R
---------
TERMINATION AGREEMENT
August 25, 2005
Appaloosa Management, L.P., Northbrook NBV, LLC, on behalf of
on behalf of itself and each of itself and each of
the Appaloosa Filers, Messrs. Hokin, Rubin and Hartman
26 Main Street, First Floor 500 Skokie Blvd, Suite 310
Chatham, NJ 07928 Northbrook, IL 60062
Franklin Mutual Advisers, LLC David Reis, as trustee of each of the
101 John F. Kennedy Parkway Reis Trusts,
Short Hills, NJ 07078 19 Hilltop Place
Rye, NY 10580
Baylor Enterprises LLC Arnold M. Whitman David Reis, in his
c/o Formation Capital, LLC c/o Formation Capital,LLC personal capacity
1035 Powers Place 1035 Powers Place 19 Post Road
Alpharetta, GA 30004 Alpharetta, GA 30004 East Westport, CT
06880
Formation Capital, LLC
1035 Powers Place
Alpharetta, GA 30004
Reference is hereby made to that certain Letter Agreement, dated
January 24, 2005 (the "Schedule 13D Coordination Agreement"), by and among
Formation Capital, LLC ("Formation"), Appaloosa Management L.P.
("Appaloosa"), Appaloosa Investment Limited Partnership ("AILP"), Palomino
Fund Ltd. ("Palomino"), Appaloosa Partners Inc. ("API"), David A. Tepper
("Mr. Tepper", together with Appaloosa, AILP, Palomino, and API, the
"Appaloosa Filers"), Franklin Mutual Advisers, LLC ("Franklin"), Northbrook
NBV, LLC ("Northbrook"), David Hokin, Rob Rubin, Robert Hartman, David Reis,
in his personal capacity and in his capacity as trustee of each of the Reis
Trusts, 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") and the David Reis Family Trust ("DRF Trust"),
Baylor Enterprises LLC ("Baylor") and Arnold M. Whitman (collectively, the
"Filing Persons").
Pursuant to Section 4 of the Schedule 13D Coordination Agreement, each
of the Filing Persons hereby certifies to each of the other Filing Persons
that it and its affiliates have no agreements, arrangements or
understandings with the other Filing Persons and their affiliates with
respect to the acquiring, holding, voting or disposing of shares of Company
Common Stock (as defined in the Schedule 13D Coordination Agreement).
Accordingly, the Filing Persons acknowledge and agree that, subject to the
last sentence of Section 5 of the Schedule 13D Coordination Agreement, the
Schedule 13D Coordination Agreement is hereby terminated and of no further
force or effect. This letter agreement shall be governed by the laws of the
State of New York, without regard for the conflicts of law principles
thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement on the day and year first above written.
FORMATION CAPITAL, LLC
By: /s/ Arnold M. Whitman
---------------------
Name: Arnold M. Whitman
Title: Chief Executive Officer
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ Ronald M. Goldstein
-------------------------
Name: Ronald M. Goldstein
Title: Vice President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ Ronald M. Goldstein
-----------------------
Name: Ronald M. Goldstein
Title: Vice President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ Ronald M. Goldstein
-----------------------
Name: Ronald M. Goldstein
Title: Vice President
APPALOOSA PARTNERS INC.
By: /s/ Ronald M. Goldstein
-----------------------
Name: Ronald M. Goldstein
Title: Vice President
/s/ David A. Tepper
-------------------
David A. Tepper
FRANKLIN MUTUAL ADVISERS, LLC
By: /s/ Bradley Takahashi
---------------------
Name: Bradley Takahashi
Title: Vice President
NORTHBROOK NBV, LLC
By: /s/ Rob Rubin
-------------
Name: Rob Rubin
Title: Manager
/s/ David Hokin
---------------
DAVID HOKIN
/s/ Rob Rubin
-------------
ROB RUBIN
/s/ Robert Hartman
------------------
ROBERT HARTMAN
1995 DAVID REIS FAMILY TRUST
By: /s/ David Reis
--------------
Name: David Reis
Title: Trustee
1995 DONNA REIS FAMILY TRUST
By: /s/ David Reis
--------------
Name: David Reis
Title: Trustee
AARON REIS SPRAY TRUST
By: /s/ David Reis
--------------
Name: David Reis
Title: Trustee
ANNA REIS SPRAY TRUST
By: /s/ David Reis
--------------
Name: David Reis
Title: Trustee
ALEXANDER REIS SPRAY TRUST
By: /s/ David Reis
--------------
Name: David Reis
Title: Trustee
DAVID REIS FAMILY TRUST
By: /s/ David Reis
--------------
Name: David Reis
Title: Trustee
/s/ David Reis
--------------
David Reis
BAYLOR ENTERPRISES LLC
By: /s/ Arnold M. Whitman
---------------------
Name: Arnold M. Whitman
Title: Managing Member
/s/ Arnold M. Whitman
---------------------
Arnold M. Whitman