DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 6, 2005

BEVERLY ENTERPRISES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-9550	62-1691861
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Thousand Beverly Way Fort Smith, Arkansas	72919
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number including area code (479) 201-2000

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Resolution

Item 1.01 Entry into a Material Definitive Agreement

On September 6, 2005, the Board of Directors of Beverly Enterprises, Inc. (the “Company”), by unanimous written consent, agreed on a special compensation package of $45,000 (the “Special compensation”) for Mr. John D. Fowler, Jr., a member of the Board, in recognition of the significant oversight responsibilities and additional time undertaken by him in his role as the primary Board liaison with the Company and its legal and financial advisors in connection with the auction and potential sale of the Company. The Board resolution authorizing the Special Compensation is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (a) Exhibits

Exhibit No.	Exhibit
10.1	Resolution, dated September 6, 2005, of the Board of Directors of Beverly Enterprises, Inc., authorizing the Special Compensation for Mr. John D. Fowler, Jr.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 7, 2005	BEVERLY ENTERPRISES, INC.
	By:	/s/ Pamela H. Daniels
	Name:		Pamela H. Daniels
	Title:		Senior Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Resolution, dated September 6, 2005, of the Board of Directors of Beverly Enterprises, Inc., authorizing the Special Compensation for Mr. John D. Fowler, Jr.

EX-10.1

Exhibit 10.1

BEVERLY ENTERPRISES, INC.

UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS

September 6, 2005

     The undersigned, being all of the members of the Board of Directors (the “Board”) of Beverly Enterprises, Inc., a Delaware corporation (the “Company”), and acting pursuant to Section 141(f) of the Delaware General Corporation Law (the “DGCL”), by unanimous written consent in lieu of a meeting, as evidenced by the signatures set forth below, hereby adopt the following resolutions and agree that adoption of such resolutions shall be valid and binding with the same force and effect as though such resolutions had been adopted at a meeting of the Board duly noticed, called and held:

1. Special Director Compensation

     WHEREAS, John D. Fowler, Jr., member of the Board, has assumed the de facto role of a “lead director” in supervising the advisors of the Company and acting as the primary Board liaison with the Company and its advisors in connection with the auction and potential sale of the Company, and by taking a prominent role in evaluating the transactional and structural aspects of the various bids received for the Company and developing the Company’s tactics and strategy in responding to them;

     WHEREAS, in recognition of the significant oversight responsibilities and additional time Mr. Fowler has personally undertaken in connection with the auction and potential sale of the Company, the Board has considered the grant to Mr. Fowler of a special compensation payment in the amount of $45,000 (the “Special Compensation”), representing special payment of $15,000 per month for the months of June, July and August; and

     WHEREAS, in recognition of his service to the Company, the Board has determined it to be in the best interests of the Company to grant such Special Compensation to Mr. Fowler.

     NOW THEREFORE, BE IT RESOLVED, that Mr. Fowler be, and hereby is, granted the Special Compensation; and it is further

     RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company to cause the Special Compensation to be delivered to Mr. Fowler.

2. General Authority

     RESOLVED, that each officer of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company to make or cause to be made, and to execute and deliver, all such additional documents, agreements, instruments and certificates, with or without the corporate seal affixed thereto, attested or unattested, and to take any further actions as such officers may in his, her or their discretion, at any time or from time to time, deem necessary or desirable to carry out the purpose and intent of the foregoing resolutions; and it is further

     RESOLVED, that the signing by any of the officers of the Company of any of the documents or instruments referred to in or contemplated by the foregoing resolutions or the taking by them of any actions to carry out the foregoing shall conclusively establish the officer’s approval of the form of any such documents or instruments signed by him and of the actions referred to therein or contemplated thereby and also the officer’s determination that such documents, instruments and actions are desirable or appropriate; and it is further

     RESOLVED, that this Unanimous Written Consent of the Board of Directors may be executed in any number of counterparts, and any such counterpart shall be deemed to be an original instrument but all such counterparts together shall constitute one Written Consent.

(Remainder of Page Intentionally Left Blank)

     IN WITNESS WHEREOF, the undersigned have executed this unanimous Written Consent of the Board of Directors as of the date first set forth above.

/s/ William R. Floyd	/s/ Ivan R. Sabel
William R. Floyd, Chairman	Ivan R. Sabel
/s/ Melanie Creagan Dreher	/s/ Donald L. Seeley
Melanie Creagan Dreher	Donald L. Seeley
/s/ John P. Howe III	/s/ Marilyn R. Seymann
John P. Howe III	Marilyn R. Seymann
/s/ James W. McLane
James W. McLane

     IN WITNESS WHEREOF, the undersigned has recused from voting on the above matter, but consents to the adoption of this Unanimous Written Consent of the Board of Directors as of the date first set forth above.

/s/ John D. Fowler, Jr.

John D. Fowler, Jr.