UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __)
Beverly Enterprises Inc.
(Name of Issuer)
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Common Stock
(Title of Class of Securities)
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087851309
(CUSIP NUMBER)
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David Aufhauser, Esq.
UBS AG
299 Park Avenue
New York, New York 10171
212-821-3000
(Name, address and telephone number of person authorized to receive notices
and communications)
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December 21, 2005
(Date of Event That Requires Filing of this Statement)
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1
1 Names and I.R.S. Identification Nos. of Reporting Persons
UBS AG (for the benefit and on behalf of UBS Investment Bank, and Wealth
Management and Business Banking business groups of UBS AG*)
* See item 5
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2 Check the Appropriate Box if a Member of a Group
a [ ]
b [ ]
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3 SEC USE ONLY
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4 Source of Funds
BK.AF,WC
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5 Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e)
[ X ]
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6 Citizenship or Place of Organization
Switzerland
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 5,827,051
8. Shared Voting Power: 0
9. 9. Sole Dispositive Power 5,827,051
10. Shared Dispositive Power: 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,827,051
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13 Percent of Class Represented by Amount in Row (11)
5.32%
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14 Type of Reporting Person
BK
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2
Item 1. Security and Issuer
Common Stock
Beverly Enterprises Inc.
1000 Beverly Way
Fort Smith, Arizona 72919
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Item 2. Identity and Background
UBS AG
Principal business: UBS AG is a major international banking and financial firm.
UBS AG's principal business office is located at:
Bahnhofstrasse 45
CH-8021, Zurich, Switzerland
UBS AG, a Swiss banking corporation, is publicly owned, and its shares are
listed on the Zurich, New York and Tokyo stock exchanges. Subsidiaries of UBS AG
include UBS Securities LLC and UBS Financial Services Inc. Like most securities
firms, UBS Securities LLC and UBS Financial Services Inc. are, and have been,
defendant(s) in numerous legal actions brought by private plaintiffs relating to
their securities businesses that allege various violations of federal and state
securities laws. UBS Securities LLC and UBS Financial Services Inc. are wholly
owned subsidiaries of UBS AG. UBS AG, a Swiss banking corporation, is publicly
owned, and its shares are listed on the Zurich, New York and Tokyo stock
exchanges. UBS AG files annual reports on Form 20-F with the SEC, and also files
quarterly reports and certain other material information with the SEC under
cover of Form 6-K. These reports are publicly available. These reports include
material information about UBS Securities LLC matters, including information
about any material litigation or administrative proceedings.
Further, UBS AG, UBS Securities LLC and UBS Financial Services Inc., and other
affiliated entities, like most large, full service investment banks and
broker-dealers, receive inquiries and are sometimes involved in investigations
by the Federal Reserve Bank, SEC, NYSE and various other regulatory
organizations and government agencies. UBS AG and its affiliates and
subsidiaries fully cooperate with the authorities in all such requests. UBS
Securities LLC and UBS Financial Services Inc. regularly report to the National
Association of Securities Dealers, Inc. on Form B-D and to the SEC on Schedule E
to Form ADV investigations that result in orders. These reports are publicly
available.
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Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of the Common Stock (as defined above in
Item 1) was internal funds of UBS AG and the affiliates that purchased the
subject securities and/or the available funds of clients if shares purchased on
a discretionary basis for client accounts.
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Item 4. Purpose of Transaction
The shares of Common Stock were acquired for investment and proprietary trading
purposes and not with the purpose or effect of changing or influencing control
of the Issuer. UBS AG and its affiliates review their respective holdings of the
Issuer on an ongoing basis. Depending on such evaluations, UBS and its
affiliates may from time to time in the future acquire additional shares in
connection with such investment and risk arbitrage activities, but they have no
present plans for any material additional acquisitions. Except as otherwise
described herein, none of the reporting persons has any plans or proposals
relating to or which would result in any of the transactions described in Items
4(a) - (j) of Schedule 13D.
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Item 5. Interest in Securities of the Issuer
(a)-(b) This filing reflects 5,827,051 shares beneficially owned by UBS
Investment Bank, Wealth Management and Business Banking business groups of UBS
AG (the "Business Groups"), through the following entities through those
business groups:
UBS AG London Branch
UBS Portfolio LLC
UBS AG Frankfurt
UBS Ltd
UBS Warburg Private Clients Ltd
UBS AG Tokyo branch
UBS AG (Switzerland)
UBS Warburg Securities (Pty) Ltd (South Africa)
UBS International Ltd
UBS Warburg Securities Ltd
Banco UBS Warburg S.A
UBS Warburg Corretora de Cambio e Valores Mobiliarios S.A.
UBS Warburg Trading S.A.
UBS Bunting Warburg Inc
UBS Capital Americas Investments III, Ltd.
UBS Capital II LLC
UBS Capital LLC
UBS AG Brazil
UBS Limited
UBS Capital Americas Investments II Ltd
SBC Equity Partners AG
UBS Capital Asia Pacific Ltd
UBS Capital Holdings LLC
UBS Capital Jersey Ltd
UBS Capital BV
UBS (USA) Inc
UBS Warburg AG (Frankfurt)
UBS Securities Australia Ltd
UBS Securities (Japan) Ltd
UBS Securities LLC
UBS Securities New Zealand Limited
UBS New Zealand Limited
UBS AG Australia Branch
UBS Capital Markets LP
UBS Capital Latin America LDC
UBS Securities France SA
UBS AG Canada Branch
UBS Cayman Ltd.
PaineWebber Capital Inc
Paine Webber International Inc
UBS Fiduciary Trust Company
UBS Financial Services Incorporated of Puerto Rico
UBS Americas Inc
UBS Financial Services Inc.
The Reporting Person has sole voting and dispositive power over all of the
shares reported above.
(c) The Reporting Person is making this filing as the result of a 400,000 share
increase in the risk arbitrage position.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
To the best knowledge of UBS AG, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist UBS AG and any other person with
respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
None
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
UBS AG
By: /s/ Louis Eber
Louis Eber
Managing Director
By: /s/ Per Dyrvik
Per Dyrvik
Managing Director
Date: December 29, 2005