Walling V. Beverly Enterprises

Appellants (West Texas Shareholders), owners of all the shares of West Texas Medical Center, Inc. (West Texas), a Texas corporation, brought this action against Beverly Enterprises (Beverly), a California corporation, for alleged violations of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b),*fn1 and SEC Rule 10b-5, 17 C.F.R. § 240.10b-5,*fn2 and for breach of contract. Federal jurisdiction is based solely on the securities law violations.*fn3