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                               UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C.

                          SCHEDULE 14A INFORMATION

        PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                   EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [  ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ]    Preliminary Proxy Statement
[ ]    Confidential, for Use of the Commission Only (as permitted
       by Rule14a-6(e)(2))
[ ]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[X]    Soliciting Material Pursuant to Rule 14a-12

                         BEVERLY ENTERPRISES, INC.
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              (Name of Registrant as Specified in its Charter)

                             ARNOLD M. WHITMAN
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        (Name of Person(s) Filing Proxy Statement, if other than the
                                Registrant)


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[ ]   Fee paid previously with preliminary materials:

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      was paid previously. Identify the previous filing by registration
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FOR IMMEDIATE RELEASE
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                             CONTACTS:    MEDIA:
                                          Jim Barron/Debbie Miller
                                          Citigate Sard Verbinnen
                                          (212) 687-8080
                                          INVESTORS & ANALYSTS:
                                          Daniel Burch 212-929-5748
                                          Larry Dennedy 212-929-5239
                                          Bob Marese 212-929-5405
                                          MacKenzie Partners, Inc.

            FORMATION CAPITAL FILES PRELIMINARY PROXY STATEMENT;
        PROPOSES SLATE OF DIRECTORS FOR BOARD OF BEVERLY ENTERPRISES

ALPHARETTA, GA, FEBRUARY 18, 2005 - Formation Capital LLC and its
associates Appaloosa Management L.P. and Franklin Mutual Advisers, LLC
today announced that Arnold Whitman, CEO of Formation, has filed a
preliminary proxy statement with the Securities and Exchange Commission to
solicit proxies to elect six candidates to the Board of Directors of
Beverly Enterprises, Inc. (NYSE: BEV) at the Company's upcoming 2005 annual
meeting of stockholders.

As previously announced, the nominees who will be standing for election to
the Beverly Board include: Jeffrey A. Brodsky, a Managing Director of Quest
Turnaround Advisors, LLC; John J. Durso, a partner of the Chicago office of
the law firm Michael Best & Friedrich LLP, where he has chaired the
national Long-Term Care Practice Group; Philip L. Maslowe, former Executive
Vice President and Chief Financial Officer of The Wackenhut Corporation and
of KinderCare Learning Centers, Inc.; Charles M. Masson, a managing partner
of Masson & Company, LLC, a firm providing interim and crisis management,
turnaround consulting and assessment, and financial restructuring services;
Mohsin Y. Meghji, a Principal of Loughlin Meghji + Company, a financial
advisory boutique specializing in advising management, investors and
lenders in relation to transactions involving financially challenged
companies; and Guy Sansone, a Managing Director at Alvarez & Marsal, LLC, a
global professional services firm specializing in turnaround management and
corporate restructuring.

Additional biographical information on the nominees is available in the
proxy statement.

IMPORTANT INFORMATION
On February 18, 2005, Arnold Whitman filed a preliminary proxy statement
with the SEC for the solicitation of the stockholders of Beverly
Enterprises in connection with the Company's 2005 annual meeting of
stockholders. Security holders of Beverly Enterprises are urged to read the
preliminary proxy statement (and, when it becomes available, the definitive
proxy statement) and any other proxy solicitation materials filed by Mr.
Whitman because they contain (or will contain) important information. Mr.
Whitman and certain other persons may be deemed to be "participants in the
solicitation" (as defined in Instruction 3 to Item 4 of Schedule 14A of the
Securities and Exchange Act of 1934, as amended) of the stockholders of
Beverly Enterprises in connection with the Company's 2005 annual meeting of
stockholders. A list of these persons and a description of their interests
in the solicitation is included in the preliminary proxy statement.

Investors may obtain a free copy of the preliminary proxy statement (and,
when it becomes available, the definitive proxy statement) and other
documents filed by Mr. Whitman with the SEC at the SEC's website at
www.sec.gov. Investors will also be able to obtain a free copy of the
preliminary proxy statement (and, when it becomes available, the definitive
proxy statement) and these other documents by contacting MacKenzie
Partners, Inc., the proxy solicitor retained in connection with the
solicitation, at (212) 929-5500 (call collect) or (800) 322-2885 (call
toll-free) or by email at proxy@mackenziepartners.com.

Consent has not been sought or obtained for the use, as proxy-soliciting
material, of previously published material reproduced in this document.

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