-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dturShwYjOGaFzqSs7XGx6kwQrMyCSglACX9BEC2mGqBAzdiK412QKgRUoxJIR30 T0S78XFQ1HwmOIuCPaRJ6A== 0000315066-94-000097.txt : 19940216 0000315066-94-000097.hdr.sgml : 19940216 ACCESSION NUMBER: 0000315066-94-000097 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEVERLY ENTERPRISES INC /DE/ CENTRAL INDEX KEY: 0000812305 STANDARD INDUSTRIAL CLASSIFICATION: 8051 IRS NUMBER: 954100309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-06835 FILM NUMBER: 94507890 BUSINESS ADDRESS: STREET 1: 1200 S WALDRON RD #155 CITY: FORT SMITH STATE: AR ZIP: 72903 BUSINESS PHONE: 5014526712 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 SC 13G/A 1 SCHEDULE 13G - 2-14-94 - BEVERLY ENTERPRISES INCORPORATED SCHEDULE 13G Amendment No. 7 Beverly Enterprises Incorporated common stock Cusip # 087851101 Filing Fee: No Cusip # 087851101 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: Commonwealth of Massachusetts Item 5: 99,000 Item 6: None Item 7: 922,873 Item 8: None Item 9: 922,873 Item 11: 0.97% Item 12: HC Cusip # 087851101 Item 1: Reporting Person - Edward C. Johnson 3d - (Tax ID: ###-##-####) Item 4: United States of America Item 5: None Item 6: None Item 7: 922,873 Item 8: None Item 9: 922,873 Item 11: 0.97% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Beverly Enterprises Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: 1200 S Waldron Road, #155 Fort Smith, AR 72903 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 087851101 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d- 2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d- 1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 922,873 (b) Percent of Class: 0.97% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 99,000 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 922,873 (iv) shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than 5% of the number of shares outstanding, the reporting persons have no further reporting obligation under section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 11, 1994 Date /S/Arthur S. Loring Signature Arthur S. Loring, Vice President Name/Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 785,988 shares or 0.83% of the common stock outstanding of Beverly Enterprises Incorporated ("the Company") as a result of acting as investment adviser to several investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of common stock of Beverly Enterprises Incorporated owned by the investment companies at December 31, 1993 included 733,321 shares of common stock resulting from the assumed conversion of 195,500 of Convertible Preferred Stock (3.751 shares of common stock for each share of the Convertible Preferred Stock). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the Funds each has sole power to dispose of the 785,988 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the Shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the Shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 136,885 shares or 0.14% of the common stock outstanding of the company as a result of its serving as investment manager of the institutional account(s). The number of shares of common stock of Beverly Enterprises Incorporated owned by the institutional account(s) at December 31, 1993 included 120,032 shares of common stock resulting from the assumed conversion of 32,000 shares of the Convertible Subordinated Debentures described above. FMR Corp., through its control of Fidelity Management Trust Company, has sole dispositive power over 136,885 Shares and sole power to vote or to direct the voting of 99,000 shares, and no power to vote or to direct the voting of 37,885 Shares of common stock owned by the institutional account(s) as reported above. Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. Various Johnson family members and trusts for the benefit of Johnson family members own FMR Corp. voting common stock. These Johnson family members, through their ownership of voting common stock, form a controlling group with respect to FMR Corp. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(e) AGREEMENT The undersigned persons, on February 11, 1994, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Beverly Enterprises Incorporated at December 31, 1993. FMR Corp. By /S/Arthur S. Loring Arthur S. Loring Vice President - Legal Edward C. Johnson 3d By /S/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 5/17/89 On File with Schedule 13G for Airborne Freight Corp. 9/10/91 Fidelity Management & Research Company By /S/Arthur S. Loring Arthur S. Loring Sr. V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----