-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3SPIOMJSi8wKM63goWYqQzmPB/EsyxcZc5Xmq92vZYuB+xlaP9/YUSdfuI6mkhI i+91KefsQN2YweFYSXSJ1Q== 0000895345-05-000889.txt : 20050826 0000895345-05-000889.hdr.sgml : 20050826 20050825212314 ACCESSION NUMBER: 0000895345-05-000889 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050825 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: ROBERT HARTMAN GROUP MEMBERS: RON RUBIN 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: 051050065 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 pr13da6.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----