SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D/A
(Amendment No. 2)
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)
January 27, 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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 42 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. 2 amends the Schedule 13D originally filed on
January 24, 2005, as amended by Amendment No. 1 filed on January 25, 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 January 27, 2005, Fried, Frank, Harris, Shriver & Jacobson LLP
("Fried Frank"), counsel to Appaloosa, Franklin Mutual and Formation
(collectively, the "Consortium Members"), sent a letter (the "Fried Frank
Letter") on behalf of the Consortium Members to Douglas J. Babb, Executive
Vice President, Chief Administrative and Legal Officer of the Company. A
copy of the letter is attached as Exhibit I.
As indicated in the Fried Frank Letter, the Consortium Members
reiterate their desire to pursue a mutually beneficial, negotiated
transaction with the Company on the terms set forth in the December 22 and
January 19 Letters from Formation to the Company.
Despite having the Consortium Members' proposal for over four weeks,
the Company still has not responded nor indicated when it might respond.
Rather than commencing discussions with the Consortium Members, the Company
has accelerated the deadline for submission of stockholder proposals and
nominees in connection with the Company's 2005 annual meeting and adopted a
poison pill, actions that appear designed to impede any transaction,
including one with the Consortium Members. As noted in the Fried Frank
Letter, the Company's January 21, 2005 announcement of the acceleration of
the deadline for submission of stockholder proposals and nominees was made
two days after the January 19 Letter was sent by Formation to the Company,
at the request of the Company's Chairman.
These actions, including the Company's failure to engage in
discussions, have compelled the Consortium Members to consider
alternatives, including proposing a slate of directors to the Company's
stockholders at the Company's 2005 annual meeting.
The Consortium Members remain prepared to discuss all aspects of their
proposal with the Company and commence a due diligence review of the
Company, with the goal of reaching a mutually satisfactory agreement as
quickly as possible.
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.**
--------------------------------
* Filed on January 24, 2005
+ Filed with Amendment No. 1 on January 25, 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: January 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 27, 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 Douglas J. Babb, Executive Vice President, Chief
Administrative and Legal Officer of the Company.**
--------------------------------
* Filed on January 24, 2005
+ Filed with Amendment No. 1 on January 25, 2005
** Filed herewith