UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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BEVERLY ENTERPRISES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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DISCUSSION WITH INSTITUTIONAL SHAREHOLDER SERVICES Beverly Enterprises, Inc. April 5, 2005

Agenda Review of Events Roadshow Summary Key Messages from Investor Roadshow Summary of Beverly Responses to Key Investor Concerns

Timeline of Recent Events 1/27/05: Formation files 13-D/A; Beverly issues public response 02/03/05: Beverly formally rejects Formation's offer 02/04/05: Alternate Board slate announced 02/18/05: Beverly and Formation file Proxy statements 03/10/05: Long-Term Healthcare bill introduced in Arkansas House of Representatives 03/15/05: 4Q04 Earnings annc'd; roadshow begins 03/22/05: Beverly announces intent to auction the Company 1/21/05: Board meets with advisors to discuss Dec 22 Letter; Beverly receives 2nd Letter from Formation dated Jan 19, 2005

Shareholder Composition Represents ownership based on the record date for the April 21 shareholder meeting. Investors include arbitrageurs and hedge funds. 12/31/04 3/7/05 (1) Short-Term Investors (2) 7% 45% Institutions 65% 32% Individuals 28% 23%

Roadshow Summary Met with 23 investor groups Own approximately 37 million shares as of the March 7 record date 34% of the stockholder base Average holdings of 1.7 million shares Holdings ranging from 0.1 to 4.8 million shares Combination of arbitrage, hedge, growth and index funds

Messages from Investor Roadshow Investors are focused on short-term value and liquidity maximization Should the Company choose to initiate a sale process, investors want an independent board to oversee the process Process should have accountability built-in to ensure it is full and fair

Responses to Investor Concerns Key Investor Concerns Beverly Responses Short-Term Value and Liquidity Maximization Commenced public auction process on March 22, 2005 Initiated contact with broad potential buyer universe: Strategic Financial "Hybrid" (Strategic / Financial) Healthcare REITs Formation / Appaloosa Group invited into process Already signed confidentiality agreements with several potential bidders Established an online data room on April 4, 2005 which multiple parties are already accessing

Responses to Investor Concerns Key Investor Concerns Beverly Responses Independent Board to Oversee the Process Independent directors of Beverly will oversee the process Process Accountability Board unanimously voted to hold a special meeting 6 months following April 21st Annual Meeting upon request by at least 20% of beneficial owners

Beverly Board of Directors Name Age Affiliations William R. Floyd (Chairman) 60 Chairman and CEO, Beverly Enterprises, 2000 - present CEO, Choice Hotels, 1996 - 1998 COO, Taco Bell,1995 - 1996 Melanie Creagan Dreher, Ph.D 61 Kelting Dean at the Univ. of Iowa College of Nursing, 1997 - present Academic Director for Clinical Practice at the Univ. of Iowa Hospital Board member, Wellmark Health Plan of Iowa John D. Fowler, Jr. 47 Vice Chairman, Deutsche Bank, 2004 - present Managing Director, Baycrest Capital and Bio-Strategic Directors, 2004 President, Large Scale Biology Corp, 2001 - 2003 John P. Howe, III, M.D. 61 President and CEO, Project Hope, 2001 - present President, Univ. of Texas Health Center at San Antonio, 1985 - 2001 Director, Southwest Foundation for Biomedical Research and BB&T Corp James W. McLane 66 Chairman and CEO, Healthaxis, 2001 - present President and COO, NovaCare, 1997 - 2000 Previously EVP, Aetna and CEO, Aetna Health Plans Ivan R. Sabel 59 Chairman and CEO, Hanger Orthopedic, 1995 - present Previously Director of American Orthotic and Prosthetic Association, Nursefinders and Mid Atlantic Medical Services Donald L. Seeley 60 Director, Applied Investment Mgmt Program at the Univ. of Arizona, 2000 - present Vice Chairman and CFO, True North Communications, 1997 - 2000 Current member of Board of Trustees, William Blair Funds Marilyn R. Seymann, Ph.D. 62 President and CEO, M One, Inc., 1991 - present Director of Provide Commerce, Maximus, Inc. and Eos International Founder and a director of The Arizona Foundation for Women

Formation Board Nominees Name Age Affiliations Jeffrey A. Brodsky 46 Chairman and CEO, PTV, Inc. (a new media company in the UK), 2002 - present Managing Director, Quest Turnaround Advisors, 2000 - present John J. Durso 53 Partner / Chair of Long Term Care Group, Michael Best & Friedrich, 2002 - present Partner / Chair of Healthcare Practice, Katten Munchin & Zavis, 1985 - 2002 Philip L. Maslowe 57 Director, NorthWestern Corp. (public utility company), 2004 - present Board Member, Mariner Health Care, 2002 - 2004 EVP, The Wackenhut Corporation (security company), 1997 - 2002 Previously appointed by Franklin Mutual to the Board of Bruno's Supermarkets, 2000 Charles M. Masson 51 Chairman and Chief Restructuring Officer, Kinetic Systems (engineering company), 2005 - present Managing Partner, Masson & Company (turnaround consulting), 2002 - present Managing Partner Leary, Masson & Associates (turnaround consulting), 1999 - 2002 Mohsin Y. Meghji 40 Principal, Loughlin, Meghji and Company (financial advisory), 2002 - present Board Member, Mariner Health Care, 2002 - 2004 Financial Advisor to creditors of Mariner Health Care, 1999 - 2002 Guy Sansone 40 Managing Director, Alvarez & Marsal (turnaround consulting services), 1999 - present Interim CFO, HealthSouth, 2003 - 2004 Interim President and CEO, Rotech Healthcare, 2002 - 2003

On March 15, 2005, Beverly Enterprises, Inc. ("BEI") filed a definitive proxy statement with the Securities and Exchange Commission relating to BEI's solicitation of proxies with respect to its 2005 annual meeting of stockholders. BEI URGES INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. You may obtain BEI's proxy statement, any amendments or supplements to the proxy statement and other relevant documents free of charge at www.sec.gov. You may also obtain a free copy of BEI's proxy statement, any amendments and supplements to the proxy statement and other relevant documents by writing to Beverly Enterprises, Inc. at One Thousand Beverly Way, Fort Smith, Arkansas 72919, Attn: Investor Relations or at www.beverlycorp.com under the tab "Investor Information" and then under the heading "SEC Filings." Important Information Information regarding the names, affiliation and interests of individuals who may be deemed participants in the solicitation of proxies for BEI's 2005 annual meeting of stockholders is contained in the definitive proxy statement filed by BEI with the Securities and Exchange Commission on March 15, 2005. Information Regarding Participants The statements in this document relating to matters that are not historical facts are forward-looking statements based on management's beliefs and assumptions using currently available information and expectations as of the date hereof. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, including the risks and uncertainties detailed from time to time in BEI's filings with the Securities and Exchange Commission. In addition, our results of operations, financial condition and cash flows also may be adversely impacted by the unsolicited indication of interest in an acquisition of BEI by Arnold Whitman, Formation Capital, LLC, Appaloosa Management, LP, Franklin Mutual Advisors, LLC and Northbrook NBV, LLC, and related actions taken by this group, including the nomination of candidates for election to BEI's board of directors. These actions may impact our ability to attract and retain customers, management and employees and may result in the incurrence of significant advisory fees, litigation costs and other expenses. Although BEI believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. BEI assumes no duty to publicly update or revise such statements, whether as a result of new information, future events or otherwise. Forward-Looking Statements