Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667
January 27, 2006
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sir or Madame:
Re: Filing of Schedule 13G - Beverly Enterprises, Inc.
Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.
Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.
Sincerely,
Jeffrey A. Ruiz
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Beverly Enterprises, Inc.
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NAME OF ISSUER:
Common Stock (Par Value $ 0.001)
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TITLE OF CLASS OF SECURITIES
087851309
-------------------------------------
CUSIP NUMBER
December 30, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 9,531,005
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 9,531,005
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,531,005
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.13%
12. TYPE OF REPORTING PERSON
HC, CO, BK
* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this filing reflects the securities beneficially owned by the
Corporate and Investment Banking business group and the Corporate
Investments business group (collectively, "CIB") of Deutsche Bank AG and
its subsidiaries and affiliates (collectively, "DBAG"). This filing does
not reflect securities, if any, beneficially owned by any other business
group of DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act
of 1934 ("Act"), this filing shall not be construed as an admission that
CIB is, for purposes of Section 13(d) under the Act, the beneficial owner
of any securities covered by the filing. Furthermore, CIB disclaims
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which CIB or its employees have voting or
investment discretion, or both, and (ii) certain investment entities, of
which CIB is the general partner, managing general partner, or other
manager, to the extent interests in such entities are held by persons other
than CIB.
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank Securities Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 7,147,212
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 7,147,212
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,147,212
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.10%
12. TYPE OF REPORTING PERSON
BD, CO
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG, London Branch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,383,793
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,383,793
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,383,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.43%
12. TYPE OF REPORTING PERSON
BK, CO
Item 1(a). Name of Issuer:
Beverly Enterprises, Inc. ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1000 Beverly Way
Fort Smith, AR 72919
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG
("Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
Taunusanlage 12
D-60325 Frankfurt am Main
Federal Republic of Germany
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock, $0.001 par value
("Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover
page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [X] Broker or dealer registered under section 15
of the Act;
Deutsche Bank Securities Inc.
(b) [X] Bank as defined in section 3(a)(6) of the
Act;
Deutsche Bank AG, London Branch
(c) [ ]Insurance Company as defined in section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under section 8
of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule
13d- 1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [ X ] Parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G);
Deutsche Bank AG
(h) [ ] A savings association as defined in section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1
(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of the Common Stock as
set forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common Stock
as set forth on the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or
direct the vote of the Common Stock as set forth on
the cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or
direct the vote of the Common Stock as set forth on
the cover page.
(iii) sole power to dispose or to direct the
disposition of:
The Reporting Person has the sole power to dispose or
direct the disposition of the Common Stock as set
forth on the cover page.
(iv) shared power to dispose or to direct the
disposition of:
The Reporting Person has the shared power to dispose
or direct the disposition of the Common Stock as set
forth on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
Subsidiary Item 3Classification
Deutsche Bank AG, London Branch Bank
Deutsche Bank Securities Inc. Broker Dealer
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Dated: January 27, 2006
Deutsche Bank AG
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
Name: Pasquale Antolino
Title: Associate
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.
Dated: January 27, 2006
Deutsche Bank Securities Inc.
By: /s/ Margaret M. Adams
Name: Margaret M. Adams
Title: Director