UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Five Star Quality Care Inc
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
33832D106
(CUSIP Number)
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)
*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 in 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 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Wells Fargo & Company
Tax Identification No. 41-0449260
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF 925,657
------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 42
------------------------------------------------------------
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING 928,807
------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
108
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
928,885
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
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12 TYPE OF REPORTING PERSON
HC
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2
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Wells Capital Management Incorporated
Federal ID No. 95-3692822
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5 SOLE VOTING POWER
NUMBER OF 925,600
------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
------------------------------------------------------------
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING 928,750
------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
928,750
--------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose
of complying with Sections 13(d) and 13(g) of the Act and regulations
promulgated thereunder, and is not to be construed as an admission that Wells
Fargo & Company or any of its subsidiaries is the beneficial owner of the
securities covered by this Schedule 13G for any purpose whatsoever.
Item 1(a) Name of Issuer:
Five Star Quality Care Inc
Item 1(b) Address of Issuer's Principal Executive Offices:
400 Centre Street
Newton, MA 02458
Item 2(a) Name of Person Filing:
Wells Fargo & Company
Wells Capital Management Incorporated
Item 2(b) Address of Principal Business Office or if none, Residence:
1. Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
2. Wells Capital Management Incorporated
525 Market Street, 10/th/ Floor
San Francisco, CA 94105
Item 2(c) Citizenship:
1. Wells Fargo & Company: Delaware
2. Wells Capital Management Incorporated: California
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e) CUSIP Number:
33832D106
Item 3 The person filing is a:
1. Wells Fargo & Company: Parent Holding Company in accordance with
240.13d-1(b)(1)(ii)(G)
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2. Wells Capital Management Incorporated: Registered Investment
Advisor in accordance with Regulation 13d-1(b)(1)(ii)(E)
Item 4 Ownership:
See 5-11 of each cover page. Information as of December 31, 2003.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[_].
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:
See Attachment A
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.
Date: January 9, 2004
WELLS FARGO & COMPANY
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh, Senior Vice President
and Secretary
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ATTACHMENT A
The Schedule 13G to which this attachment is appended is filed by Wells Fargo &
Company on behalf of the following subsidiaries:
Wells Capital Management Incorporated (1)
Wells Fargo Bank, National Association (2)
Wells Fargo Bank Iowa, National Association (2)
Wells Fargo Bank New Mexico, National Association (2)
Wells Fargo Investments, LLC (1)(3)
(1) Classified as a registered investment advisor in accordance with
Regulation 13d-1(b)(1)(ii)(E).
(2) Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B).
(3) Classified as a broker dealer in accordance with Regulation
13d-1(b)(1)(ii)(A).
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AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this
Agreement is attached shall be filed by Wells Fargo & Company on its own behalf
and on behalf of Wells Capital Management Incorporated.
Dated: January 9, 2004
WELLS FARGO & COMPANY
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh, Senior Vice President
and Secretary
WELLS CAPITAL MANAGEMENT INCORPORATED
By: /s/ Monica Poon
Monica Poon, Senior Vice President and
Chief Compliance Officer
7