Formation/JER amended its initial agreement, raising its bid to $64.25 a share. In a joint statement, Cia Buckley, president of JER's US fund business, and Arnold Whitman, Formation's CEO, called it a "best and final" price, and added, "If Genesis shareholders do not vote in favor of this transaction at this price, then JER and Formation will focus our attention on other attractive acquisition opportunities."

Days before a scheduled May 4 shareholder meeting, Fillmore jumped in with an offer of $64.75 per share, adding about $10 million to the JV's total price of $1.7-billion. The Genesis board continued to recommend in favor of the Formation/JER offer, but said it would review the Fillmore proposal.

Fillmore later raised its bid to $65.25 per share. Formation/JER matched it, and a shareholder vote was pushed from May 4 to May 11 while Genesis continued to recommend in favor of the JV's offer.

Prior to the meeting date, successive bids reached a seventh round in which Fillmore had raised its offer to $69.25 per share, and the vote was again pushed back to May 30. The Genesis board judged the Fillmore offer "superior" and gave Formation/JER four days to make a counter proposal. Just under the wire, it did, topping the Fillmore offer by $0.10 per share, offering $69.35 per share.

Fillmore charged that it had been prevented "the opportunity to make a superior bid for Genesis for the eighth time," and also said the amended agreement with Formation/JER provides "Formation with a $40-millin termination fee, having the effect of prematurely terminating the auction process for a second time."

Furthermore, Ronald Silva, president and CEO of Fillmore, said that one member of the Genesis board has a personal financial interest in direct conflict with his fiduciary responsibilities to shareholders." Without naming the board member, he said the Genesis board "has repeatedly failed to create a level playing field."

Genesis countered with a statement saying Fillmore's characterization of the process "is demonstrably inaccurate." It said Fillmore had been askednumerous times for a best offer" and had been informed that the JV's latest offer "would likely include an increased termination fee of $40 million."

While the bidding is over, the rancor is not. In a publicly released letter to the Genesis board, received just prior to the Memorial Day weekend, Silva says Fillmore's offer "is hereby withdrawn." The accompanying statement says the company was not provided the opportunity to make a superior bid, although it had expressed interest in doing so. Should Genesis shareholders fail to approve the Formation/JER offer, it said, "Fillmore remains interested in the potential acquisition opportunity."

The transaction approved by shareholders remains subject to regulatory approvals, but is expected to close in July. If it doesn't close by July 31, the price will increase 9% a year, or $0.01710 a day from July 31 through Aug. 31, and by 10% a year, or $0.01900 a day from Sept. 1 until it closes.

The buyout takes Genesis private, and it will continue to operate under the Genesis name. It has 221 skilled nursing and assisted living properties.

By mid-day, following the shareholder vote, GHCI common stock was trading at $68.36 per share on the Nasdaq. This compares with a 52-week high of $69.24 per share, which occurred during the bidding war, and a 52-week low of $43.72 per share.