0000895345-05-000201.txt : 20120629
0000895345-05-000201.hdr.sgml : 20120629
20050222154445
ACCESSION NUMBER: 0000895345-05-000201
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050222
DATE AS OF CHANGE: 20050222
GROUP MEMBERS: 1995 DAVID REIS FAMILY TRUST
GROUP MEMBERS: 1995 DONNA REIS FAMILY TRUST
GROUP MEMBERS: AARON REIS SPRAY TRUST
GROUP MEMBERS: ALEXANDER REIS SPRAY TRUST
GROUP MEMBERS: ANNA REIS SPRAY TRUST
GROUP MEMBERS: APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
GROUP MEMBERS: APPALOOSA MANAGEMENT L.P.
GROUP MEMBERS: APPALOOSA PARTNERS INC.
GROUP MEMBERS: ARNOLD M. WHITMAN
GROUP MEMBERS: BAYLOR ENTERPRISES LLC
GROUP MEMBERS: DAVID A. TEPPER
GROUP MEMBERS: DAVID HOKIN
GROUP MEMBERS: DAVID REIS
GROUP MEMBERS: DAVID REIS FAMILY TRUST
GROUP MEMBERS: FRANKLIN MUTUAL ADVISERS, LLC
GROUP MEMBERS: NORTHBROOK NBV, LLC
GROUP MEMBERS: PALOMINO FUND LTD.
GROUP MEMBERS: ROB RUBIN
GROUP MEMBERS: ROBERT HARTMAN
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: BEVERLY ENTERPRISES INC
CENTRAL INDEX KEY: 0001040441
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051]
IRS NUMBER: 621691861
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52627
FILM NUMBER: 05631174
BUSINESS ADDRESS:
STREET 1: ONE THOUSAND BEVERLY WAY
CITY: FORT SMITH
STATE: AR
ZIP: 72919
BUSINESS PHONE: 5014526712
MAIL ADDRESS:
STREET 1: ONE THOUSAND BEVERLY WAY
CITY: FORT SMITH
STATE: AR
ZIP: 72919
FORMER COMPANY:
FORMER CONFORMED NAME: NEW BEVERLY HOLDINGS INC
DATE OF NAME CHANGE: 19970604
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: APPALOOSA MANAGEMENT LP
CENTRAL INDEX KEY: 0001006438
IRS NUMBER: 223220835
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 26 MAIN ST
STREET 2: 1ST FLOOR
CITY: CHATHAM
STATE: NJ
ZIP: 07928
BUSINESS PHONE: 9737017000
MAIL ADDRESS:
STREET 1: 26 MAIN ST
STREET 2: 1ST FLOOR
CITY: CHATAM
STATE: NJ
ZIP: 07928
SC 13D/A
1
pr13da4.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D/A
(Amendment No. 4)
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)
February 18, 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
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 43 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 43 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)
3.2%
TYPE OF REPORTING PERSON
14 PN;IA
CUSIP NO. 087851309 13D PAGE 5 OF 43 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)
3.2%
TYPE OF REPORTING PERSON
14 CO
CUSIP NO. 087851309 13D PAGE 6 OF 43 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)
3.2%
TYPE OF REPORTING PERSON
14 IN;HC
CUSIP NO. 087851309 13D PAGE 7 OF 43 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 43 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 43 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 43 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 43 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 43 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 43 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 43 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 43 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 43 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 43 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 43 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 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%
TYPE OF REPORTING PERSON
14 IN
CUSIP NO. 087851309 13D PAGE 19 OF 43 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 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%
TYPE OF REPORTING PERSON
14 OO
CUSIP NO. 087851309 13D PAGE 20 OF 43 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 4,700
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%
TYPE OF REPORTING PERSON
14 IN;HC
This Amendment No. 4 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 (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:
On February 18, 2005, Arnold M. Whitman, Chief Executive Officer
of Formation, filed a preliminary proxy statement on behalf of the
Consortium Members in respect of the proposals he intends to bring before
the Company's 2005 annual meeting of stockholders, including his nomination
for election to the Board of Directors of the Company a slate consisting of
the following nominees: Jeffrey A. Brodsky, John J. Durso, Philip L.
Maslowe, Charles M. Masson, Mohsin Y. Meghji and Guy Sansone.
Formation, Appaloosa and Franklin Mutual are in discussions with
various financial institutions concerning proposed debt financing for the
proposed merger of the Company. As part of this process, the possibility of
divesting, following the completion of the proposed merger, the Company's
external ancillary business is being considered. This evaluation is
preliminary and subject to change based on due diligence and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The first sentence in paragraph (a) of Item 5 is amended and
restated in its entirety as follows:
The Filing Persons beneficially own, as defined in Rule 13d-3
under the Securities Exchange Act of 1934 (the "1934 Act"), 8,737,000
Beverly Enterprises Shares in the aggregate.
Clauses (xii) and (xv) in Item 5(a) and the last paragraph in
Item 5(a) are amended and restated in their entirety as follows:
(xii) Mr. David Reis, in his personal capacity, has beneficial
ownership of 75,000 Beverly Enterprise Shares (or less than
1.0% of the outstanding Beverly Enterprises Shares, after
taking into account Mr. Reis's sale on February 11, 2005 of
200 call options exercisable for 20,000 Beverly Enterprises
Shares for an aggregate amount of $43,900) 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 75,000 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;
(xv) Formation does not own any of the aggregate 1,713,800
Beverly Enterprises Shares (or approximately 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
8,737,000 Beverly Enterprises Shares reported herein.
The fourth sentence of Item 5(b) is amended and restated in its
entirety as follows:
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 75,000 Beverly
Enterprises Shares held by him in his personal capacity.
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.***
--------------------------------
* 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 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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: February 22, 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.***
--------------------------------
* 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 herewith
EX-99.1
2
sc13da4exhibit.txt
EXHIBIT C
Exhibit C
TRANSACTIONS IN BEVERLY ENTERPRISES SHARES SINCE NOVEMBER 18, 2004
The transactions in Beverly Enterprises Shares by any Filing
Person, Formation, any API Officer or Palomino Director or any person
listed on Exhibit B attached hereto are listed below with (unless otherwise
noted) the dates of the transaction, amount of shares purchased and
approximate price per share (including commissions), if any:
Date of Amount of Buy/Sell Price Per
Transaction Shares Share or
Option
AILP January 7, 2005 73,074 Buy 8.9341
January 13, 2005 68,224 Buy 8.6452
January 14, 2005 87,945 Buy 9.0330
January 18, 2005 213,200 Buy 9.2586
January 19, 2005 213,200 Buy 9.5761
January 20, 2005 139,433 Buy 9.6044
January 21, 2005 39,229 Buy 9.5893
January 24, 2005 45,891 Buy 9.5302
Palomino January 7, 2005 64,026 Buy 8.9341
January 13, 2005 59,776 Buy 8.6452
January 14, 2005 77,055 Buy 9.0330
January 18, 2005 186,800 Buy 9.2586
January 19, 2005 186,800 Buy 9.5761
January 20, 2005 122,167 Buy 9.6044
January 21, 2005 34,371 Buy 9.5893
January 24, 2005 40,209 Buy 9.5302
Appaloosa January 7, 2005 137,100 Buy 8.9341
January 13, 2005 128,000 Buy 8.6452
January 14, 2005 165,000 Buy 9.0330
January 18, 2005 400,000 Buy 9.2586
January 19, 2005 400,000 Buy 9.5761
January 20, 2005 261,600 Buy 9.6044
January 21, 2005 73,600 Buy 9.5893
January 24, 2005 86,100 Buy 9.5302
API January 7, 2005 137,100 Buy 8.9341
January 13, 2005 128,000 Buy 8.6452
January 14, 2005 165,000 Buy 9.0330
January 18, 2005 400,000 Buy 9.2586
January 19, 2005 400,000 Buy 9.5761
January 20, 2005 261,600 Buy 9.6044
January 21, 2005 73,600 Buy 9.5893
January 24, 2005 86,100 Buy 9.5302
David Tepper January 7, 2005 137,100 Buy 8.9341
January 13, 2005 128,000 Buy 8.6452
January 14, 2005 165,000 Buy 9.0330
January 18, 2005 400,000 Buy 9.2586
January 19, 2005 400,000 Buy 9.5761
January 20, 2005 261,600 Buy 9.6044
January 21, 2005 73,600 Buy 9.5893
January 24, 2005 86,100 Buy 9.5302
Franklin January 13, 2005 128,000 Buy $8.6452
Mutual
January 14, 2005 165,000 Buy $9.0430
January 18, 2005 400,000 Buy $9.2586
January 19, 2005 400,000 Buy $9.5811
January 20, 2005 261,600 Buy $9.6094
January 21, 2005 73,600 Buy $9.5943
January 24, 2005 86,100 Buy $9.5352
Northbrook
NBV LLC
Footnote [1] November 18, 2004 14,600 Buy $8.509
Footnote [1] November 22, 2004 7,800 Buy $8.495
Footnote [1] November 23, 2004 7,200 Buy $8.426
Footnote [1] December 1, 2004 2,000 Sell $9.147
Footnote [6] December 1, 2004 300[2] Sell $0.853
Footnote [1] December 2, 2004 17,000 Sell $9.292
Footnote [1] December 3, 2004 10,000 Buy $9.153
Footnote [1] December 6, 2004 14,000 Buy $8.909
Footnote [1] December 7, 2004 15,000 Buy $8.754
Footnote [6] December 8, 2004 3,000[2] Sell $0.74
Footnote [6] December 9, 2004 1,000[2] Sell $0.8235
Footnote [6] December 10, 2004 1,000[2] Sell $0.723
Footnote [6] December 13, 2004 1,000[2] Sell $0.773
Footnote [6] December 15, 2004 1,000[2] Sell $0.523
Footnote [1] December 17, 2004 1,000 Sell $8.98
Footnote [6] December 17, 2004 1,000[2] Sell $0.774
Footnote [1] December 20, 2004 1,000 Buy $8.81
Footnote [6] December 20, 2004 300[2] Sell $0.752
Footnote [6] December 21, 2004 1,000[2] Sell $0.773
Footnote [1] January 12, 2005 5,000 Sell $8.747
Footnote [1] January 13, 2005 5,000 Buy $8.653
Northbrook[3] January 13, 2005 750,000 Buy $8.60
Footnotes[1],[3] January 13, 2005 750,000 Sell $8.60
Northbrook January 13, 2005 64,000 Buy $8.6452
Northbrook January 14, 2005 82,500 Buy $9.033
Northbrook January 18, 2005 200,000 Buy $9.2586
Northbrook January 19, 2005 200,000 Buy $9.5761
Footnote [6] January 19, 2005 1,000[2] Sell $0.8735
Northbrook January 20, 2005 130,800 Buy $9.6044
Footnote [7] January 20, 2005 10,600[2] Buy $0.7514
Northbrook [7] January 20, 2005 10,600[2] Sell $0.7514
Northbrook January 21, 2005 10,600[2] Buy $1.05
Northbrook January 21, 2005 36,800 Buy $9.5893
Northbrook January 24, 2005 23,100 Buy $9.5302
ANNA REIS January 4, 2005 2,500 Buy $8.84
SPRAY TRUST
ALEXANDER January 4, 2005 2,500 Buy $8.84
REIS SPRAY
TRUST
DAVID REIS January 21, 2005 20,000[4] Buy $0.7205
February 11, 2005 20,000[4] Sell $2.195
BAYLOR November 18, 2004 3,400 Sell $8.45
ENTERPRISES (excluding
LLC commissions)
December 20, 2004 22,000 Buy $9.001
(excluding
commissions)
February 1, 2005 100 Transfer[5] $0
ARNOLD M. December 20, 2004 1,100 Buy $8.98
WHITMAN
December 20, 2004 3,400 Buy $8.99
January 28, 2005 100 Buy $11.97
(excluding
commissions)
February 1, 2005 100 Transfer[5] $0
-------------------
[1] An entity controlled by Messrs. Hokin and Rubin effected this
transaction. Each of the Beverly Enterprises Shares purchased by this
entity were sold to Northbrook NBV, LLC on January 13, 2005 in a
private transaction at a price of $8.60 per share. See Note 3.
[2] Consists of a transaction in respect of July 2005 Call Options
exercisable for Beverly Enterprises Shares at a strike price of
$10.00.
[3] Northbrook NBV, LLC acquired these shares of common stock in a private
transaction from an entity managed by Messrs. Hokin and Rubin. See
Note 1.
[4] Consists of a transaction in respect of April 2005 Call Options
exercisable for Beverly Enterprises Shares at a strike price of $10.00.
[5] These shares were transferred from Baylor to Arnold M. Whitman.
See Note 6.
[6] The entity controlled by Messrs. Hokin and Rubin as referenced in
Footnote 1 effected this transaction.
[7] Northbrook sold these call options in a private transaction to the
entity controlled by Messrs. Hokin and Rubin as referenced in Footnote 1.