SCHEDULE 14A INFORMATION
        Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934 (Amendment No. 2)

                                                Filed by the Registrant |_|

Filed by a Party other than the Registrant |X|

Check the appropriate box:

|X|  Preliminary Proxy Statement            |_| Confidential, for Use of the
|_|  Definitive Proxy Statement                 Commission Only (as permitted
|_|  Definitive Additional Materials            by Rule 14a-6(e)(2))
|_|  Soliciting Material Pursuant to
     Section 240.14a-11(c) or Section 240.14a-2

                         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 Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
    0-12.

    (1) Title of each class of securities to which transaction applies:

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    (2) Aggregate number of securities to which transaction applies:

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    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11:

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    (4) Proposed maximum aggregate value of transaction:

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    (5) Total fee paid:

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee
    was paid previously. Identify the previous filing by registration
    statement number, or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

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    (4) Date Filed:

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                        PRELIMINARY PROXY STATEMENT
                            DATED MARCH 9, 2005
                           SUBJECT TO COMPLETION


                             ARNOLD M. WHITMAN
                         C/O FORMATION CAPITAL, LLC
                             1035 POWERS PLACE
                            ALPHARETTA, GA 30004


Dear Fellow Beverly Stockholders:

     As you may know, Formation Capital, LLC (of which I am the Chief
Executive Officer) and our partners, Appaloosa Management L.P. and Franklin
Mutual Advisers, LLC, are seeking to negotiate a transaction with Beverly
in which a company formed by us would acquire all of the outstanding shares
of Beverly. In that connection, we made a formal offer to Beverly's Board
of Directors to acquire all of the shares of Beverly at a price of $11.50
per share in cash. Our offer price reflects a premium of 46% to the average
closing price of Beverly's shares over the period from December 31, 2003
through January 24, 2005, the last trading day before we made our proposal
public.

     The Beverly Board has rejected our proposal and refused to engage in
any discussion with us or to permit us to conduct due diligence of Beverly,
despite the fact that we have said consistently that, if justified by due
diligence, we would be prepared to raise our offer.

     Since the Beverly Board has refused to have discussions with us
regarding our offer, we are sending you the enclosed proxy statement and
the accompanying BLUE proxy card as we are soliciting proxies from
Beverly's stockholders to be used at Beverly's 2005 annual meeting to be
held on April 21, 2005. We are seeking your support for the election of six
independent, highly qualified nominees. If elected, these nominees will,
subject to their fiduciary duties, be committed to maximizing the value of
your investment in Beverly by implementing a process that would give due
consideration to our proposal as well as any other proposals Beverly may
receive from us or others. We are also soliciting proxies to approve other
proposals intended to prevent the current management of Beverly from taking
actions that could thwart the will of Beverly's stockholders.

     WHETHER OR NOT YOU PLAN TO ATTEND THE 2005 ANNUAL MEETING, WE URGE YOU
TO VOTE FOR THE ELECTION OF THE SIX INDEPENDENT NOMINEES BY SIGNING, DATING
AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE
TODAY. WE URGE YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY
BEVERLY. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY BEVERLY,
YOU CAN REVOKE THAT PROXY AND VOTE FOR THE SIX INDEPENDENT NOMINEES AND FOR
OUR OTHER PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

     REMEMBER, IF YOU HOLD YOUR BEVERLY SHARES WITH A BROKERAGE FIRM OR
BANK, ONLY THEY CAN EXERCISE VOTING RIGHTS WITH RESPECT TO YOUR SHARES AND
ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, IT IS
CRITICAL THAT YOU PROMPTLY CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND GIVE INSTRUCTIONS TO VOTE THE BLUE PROXY CARD FOR THE ELECTION OF THE
INDEPENDENT CANDIDATES NOMINATED BY US.

     If you have any questions or require any assistance in executing or
delivering your proxy, please call our proxy solicitor, MacKenzie Partners,
Inc., at (800) 322-2885 (toll free) or (212) 929-5500 (collect).

                                          Sincerely,

                                          [SIGNATURE]


                                          Arnold M. Whitman

March    , 2005







                    PRELIMINARY COPY DATED MARCH 9, 2005
                           SUBJECT TO COMPLETION

                    2005 ANNUAL MEETING OF STOCKHOLDERS
                        OF BEVERLY ENTERPRISES, INC.

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                    PROXY STATEMENT OF ARNOLD M. WHITMAN
             CHIEF EXECUTIVE OFFICER OF FORMATION CAPITAL, LLC

     A consortium comprised of Formation Capital, LLC (Formation) (of which
Mr. Whitman is the Chief Executive Officer) and its partners, Appaloosa
Management L.P. (Appaloosa) and Franklin Mutual Advisers, LLC (Franklin
Mutual), is seeking to negotiate a transaction with Beverly Enterprises in
which a company formed by us would acquire all of the outstanding shares of
Beverly. In that connection, we made a formal offer to Beverly's board of
directors to acquire all of the shares of Beverly at a price of $11.50 per
share in cash. Our offer price reflects a premium of 46% to the average
closing price of Beverly's shares over the period from December 31, 2003
through January 24, 2005, the last trading day before we made our proposal
public. Since our proposal was made public, Beverly's shares have traded
above our offer price. We believe this is good for Beverly stockholders
and, indeed, if justified by due diligence, we would be prepared to raise
our offer price. The closing price of Beverly's shares was $______ on March
___, 2005, the last trading day preceding the date of this proxy statement.

     The Beverly Board has rejected our proposal and refused to engage in
any discussion with us or to permit us to conduct due diligence of Beverly.

     We are sending you this proxy statement and the accompanying BLUE
proxy card because we are soliciting proxies from Beverly's stockholders to
be used at Beverly's 2005 annual meeting.

     We are seeking your support for the election of six independent,
highly qualified candidates who Mr. Whitman has nominated for election as
directors at the 2005 annual meeting. If elected, these nominees will
comprise a majority of the Beverly board. As directors of Beverly, they
will, subject to their fiduciary duties, be committed to maximizing the
value of your investment in Beverly by implementing a process that would
give due consideration to our proposal as well as any other proposals
Beverly may receive from us or others. We nominated these candidates
because they have the health care experience and mergers and acquisitions
skills to maximize value for stockholders.

     We are also soliciting proxies to amend Beverly's bylaws to ensure
that Beverly does not increase the size of its current eight-member board
in an effort to prevent the six nominees from comprising a majority of the
Beverly board if elected. We are also soliciting proxies to approve the
other proposals of Mr. Whitman described in "Matters to be Considered at
the 2005 Annual Meeting" below that are intended to prevent Beverly from
taking other actions that could thwart the will of Beverly's stockholders.

     Beverly has announced that its 2005 annual meeting will be held at
10:00 a.m. (CDT) on April 21, 2005, at Beverly's Corporate Center located
at 1000 Beverly Way, Fort Smith, Arkansas. Beverly has also announced that
the record date for determining those stockholders who will be entitled to
vote at the meeting is March 7, 2005.

     This proxy statement and the enclosed BLUE proxy card are first being
sent or given to stockholders of Beverly on or about March ___, 2005.
Beverly's principal executive offices are located at 1000 Beverly Way, Fort
Smith, Arkansas 72919.

     THIS SOLICITATION IS BEING MADE BY MR. WHITMAN AND THE CONSORTIUM AND
NOT ON BEHALF OF BEVERLY OR ITS BOARD OF DIRECTORS.

     Any proxy granted pursuant to this solicitation may be revoked by the
person granting the proxy at any time before it is voted at the annual
meeting. Proxies may be revoked by (i) delivering a written notice of
revocation bearing a later date than the proxy, (ii) duly executing and
delivering a later dated written proxy relating to the same shares or (iii)
attending the annual meeting and voting in person (although attendance at
the annual meeting will not in and of itself constitute a revocation of a
proxy). To be effective, any written notice of revocation or subsequent
BLUE proxy should be mailed or delivered to, and received by, MacKenzie
Partners, Inc., 105 Madison Avenue, New York, New York 10016 or Beverly's
corporate secretary before the taking of votes at the annual meeting. If
you hold your shares through a bank, broker or other nominee holder, only
they can revoke your proxy on your behalf.

     IF YOU PREVIOUSLY SUBMITTED A WHITE PROXY CARD OR VOTED FOR THE
NOMINEES RECOMMENDED BY BEVERLY'S EXISTING BOARD OF DIRECTORS, YOU MAY
REVOKE THAT PROXY CARD AND CHANGE YOUR VOTE. TO REVOKE A WHITE PROXY CARD
AND CHANGE YOUR VOTE, SIMPLY SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY
CARD IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.

     WE STRONGLY URGE YOU TO REVOKE ANY WHITE PROXY CARD YOU MAY HAVE
RETURNED TO BEVERLY AND TO VOTE FOR THE SIX NOMINEES OF MR. WHITMAN AND FOR
MR. WHITMAN'S OTHER PROPOSALS. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED
IN THE VOTES CAST AT THE ANNUAL MEETING.






            QUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION

WHO IS ARNOLD M. WHITMAN?  WHO ARE THE MEMBERS OF THE CONSORTIUM?

     Mr. Whitman is the Chief Executive Officer of Formation Capital LLC, a
finance company focused on the health care industry, providing equity to
the senior housing and long-term care industry since it was founded in
1999. Formation currently manages assets in excess of $650 million in
value. Over the last three years, Formation and its partners have acquired
an ownership interest in 152 facilities in 20 states, including 49 skilled
nursing facilities and four assisted living centers Formation acquired from
Beverly in 2002.

     Formation's partners in the consortium are Appaloosa Management L.P.
and Franklin Mutual Advisers, LLC. Appaloosa, formed in 1993, is one of the
largest hedge funds in the country, with over $3.5 billion under
management. Franklin Mutual is a subsidiary of Franklin Resources, Inc.,
the largest publicly traded mutual fund company in the United States.
Franklin Mutual manages the Mutual Series family of public mutual funds,
with over $35 billion under management. The persons listed in Annex B
attached to this proxy statement may also assist the consortium in this
solicitation.

     The members of the consortium, together with the other Beverly
shareholders listed in Annex B who are assisting the consortium in
connection with the proposed transaction, collectively beneficially own
8,737,000 Beverly shares, constituting approximately 8.1% of the Beverly
shares outstanding as of January 25, 2005.

WHAT ARE WE SEEKING TO ACCOMPLISH?

     We are seeking to negotiate a transaction with Beverly in which a
company formed by us would acquire all of the outstanding shares of
Beverly. In that connection, we made a formal offer to Beverly's board of
directors to acquire all of the shares of Beverly at a price of $11.50 per
share in cash. Our offer, which would provide significant value to
Beverly's shareholders, reflects a premium of 46% to the average closing
price of Beverly's shares over the period from December 31, 2003 through
January 24, 2005, the last trading day before we made our proposal public.
Since our proposal was made public, Beverly's shares have traded above our
offer price. We believe this is good for Beverly shareholders and, indeed,
if justified by due diligence, we would be prepared to raise our offer
price. For more information about the proposal we made to the Beverly
board, see "Our Proposed Transaction" below. The closing price of Beverly's
shares was $______ on March ___, 2005, the last trading day preceding the
date of this proxy statement.

WHY ARE WE SOLICITING YOUR VOTE?

     We are soliciting your vote because we believe that the current
directors are not acting, and will not act, in your best interests to
maximize the value of your investment in Beverly. In that regard, the
Beverly board has rejected our proposal and refused to engage in any
discussion with us or to permit us to conduct due diligence of Beverly
despite the fact that we have made an offer reflecting a significant
premium and have indicated a willingness to raise our offer if justified by
our due diligence. In addition, the Beverly board has taken steps to impede
any fair consideration of our proposal and any other proposal by adopting a
poison pill and by accelerating the date of the annual meeting and the
deadline for submitting proposals and director nominees.

     We are seeking your support for the election of six independent,
highly qualified candidates who Mr. Whitman has nominated for election as
directors of Beverly at the 2005 annual meeting. If elected, these nominees
will, subject to their fiduciary duties, be committed to maximizing the
value of your investment in Beverly by implementing a process that would
give due consideration to our proposal as well as any other proposals
Beverly may receive from us or others. The exact scope of the process,
which may include an auction or other sale process designed to maximize
shareholder value, will be determined by the nominees based on advice of
independent legal and financial advisors, subject to their fiduciary duties
as directors of Beverly.

     Please see "Reasons to Vote for the Proposals" for a more complete
description of the reasons we are seeking your vote.

WHAT ARE WE ASKING YOU TO VOTE FOR?

     We are asking you to vote on Mr. Whitman's proposals to:


          o    amend Beverly's bylaws to fix the size of the Board at its
               current size, eight directors;

          o    elect six independent, highly qualified nominees of Mr.
               Whitman who, if elected, will comprise a majority of the
               Beverly board;

          o    repeal each provision of, or amendment to, Beverly's bylaws
               (other than the amendment to fix the Board's size at eight)
               adopted after the version of the bylaws, as of May 29, 1997,
               filed by Beverly with the Securities and Exchange
               Commission; and

          o    require that Beverly allow the three proposals outlined
               above to be voted on at the annual meeting in the order set
               out above before any other proposals are voted on at the
               annual meeting.

     Please see "Matters to be Considered at 2005 Annual Meeting" for a
complete description of these proposals.

     We urge you to return the BLUE proxy card and recommend that you vote
in favor of Mr. Whitman's six nominees (Proposal 1 on the BLUE proxy card)
and in favor of Mr. Whitman's other proposals referred to above (Proposals
2, 3 and 4 on the BLUE proxy card).

WHO ARE THE INDEPENDENT NOMINEES THAT MR. WHITMAN HAS NOMINATED FOR
ELECTION TO THE BOARD?

     Mr. Whitman has nominated Jeffrey A. Brodsky, John J. Durso, Philip L.
Maslowe, Charles M. Masson, Mohsin Y. Meghji and Guy Sansone for election
as directors of Beverly. These nominees are independent, highly qualified
persons who are not employed or party to any ongoing business transactions
with Mr. Whitman, any member of the consortium or Beverly. In addition, we
believe that, if elected, Mr. Whitman's nominees would be considered
independent directors under the New York Stock Exchange director
independence standards.

     As indicated below under "The Independent Nominees," Mr. Brodsky, a
Managing Director of Quest Turnaround Advisors, LLC, a turnaround
management consulting services firm, serves as the Chairman and Chief
Executive Officer of PTV, Inc. (formerly NTL Europe, Inc. and NTL
Incorporated). Mr. Brodsky's services are provided to PTV pursuant to an
agreement between Quest and PTV.

     Before Mr. Brodsky was appointed Chairman and Chief Executive Officer
of PTV, NTL Incorporated filed a voluntary petition for a plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to NTL's
emergence from bankruptcy protection, funds managed by Appaloosa held debt
and equity, and funds managed by Franklin Mutual held debt, of NTL.
Appaloosa and Franklin Mutual were both members of NTL's Committee of
Unsecured Creditors. Mr. Brodsky was initially designated as a director of
NTL by that Committee pursuant to the plan of reorganization under which
NTL emerged from bankruptcy in January 2003. As of the date of this proxy
statement, funds managed by Appaloosa beneficially own approximately 27% of
the outstanding voting common stock, and approximately 38% of the
outstanding non-voting preferred stock, of PTV, and funds managed by
Franklin Mutual beneficially own approximately 8% of the outstanding voting
common stock, and approximately 9% of the outstanding non-voting preferred
stock. No representative of Appaloosa or Franklin Mutual is a member of
PTV's board of directors.

     As indicated below under "The Independent Nominees," Mr. Brodsky is
currently a director of AboveNet, Inc. (formerly Metromedia Fiber Network,
Inc.). Before Mr. Brodsky became a director, Metromedia filed a voluntary
petition for a plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code. Prior to Metromedia's emergence from bankruptcy
protection, funds managed by Franklin Mutual held debt of Metromedia, and
Franklin Mutual was one of the members of Metromedia's Committee of
Unsecured Creditors. Mr. Brodsky was initially designated as a director of
Metromedia by that Committee pursuant to the plan of reorganization under
which Metromedia emerged from bankruptcy protection in September 2003. As
of the date of this proxy statement, Franklin Mutual is the beneficial
owner of approximately 22% of the outstanding shares of common stock of
AboveNet. Michael J. Embler, a Senior Vice President of Franklin Mutual is
a director of AboveNet.

     We do not believe the foregoing will prevent Mr. Brodsky, if elected,
from acting in the best interests of all stockholders of Beverly.

     As indicated below under "The Independent Nominees," Philip L. Maslowe
is currently a director of NorthWestern Corporation. Before Mr. Maslowe
become a director, NorthWestern filed a voluntary petition for a plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to
NorthWestern's emergence from Chapter 11 bankruptcy protection, funds
managed by Franklin Mutual held debt of NorthWestern, and Franklin Mutual
was one of the members of NorthWestern's Committee of Unsecured Creditors.
Mr. Maslowe was initially designated as a director of NorthWestern by that
Committee pursuant to the plan of reorganization under which NorthWestern
emerged from bankruptcy in November 2004. As of the date of this proxy
statement, Franklin Mutual is the beneficial owner of approximately 5.3% of
the outstanding shares of common stock of NorthWestern and is the
beneficial owner of debt of NorthWestern in the aggregate principal amount
of approximately $58 million (with a market value of approximately $6.5
million). No representative of Franklin Mutual is a member of
NorthWestern's board of directors. We do not believe the foregoing will
prevent Mr. Maslowe, if elected, from acting in the best interests of all
stockholders of Beverly.

WILL THE ELECTION OF THE INDEPENDENT NOMINEES MEAN BEVERLY WILL BE SOLD TO
THE CONSORTIUM?

     The election of these nominees does not mean that Beverly will be sold
to the consortium. If elected, these nominees will act in your best
interests. In that connection, subject to their fiduciary duties, the
nominees are committed to maximizing the value of your investment in
Beverly by implementing a process that would give due consideration to our
proposal as well as any other proposals Beverly may receive from us or
others. We provide detailed biographical information regarding the nominees
below under the heading "The Independent Nominees."

     If the independent nominees are elected, they will constitute a
majority of Beverly's board of directors. It is possible that nominees of
Beverly's incumbent board of directors who are elected to fill the
remaining seats on the Beverly board may refuse to serve as directors. In
that case, the Beverly board would be comprised of six, rather than eight,
directors, with two vacancies on the board. We do not currently have any
plans to fill any such vacancy. Under Beverly's bylaws, vacancies on the
Beverly board, including vacancies arising because duly elected directors
refuse to serve, may be filled by a majority of the directors then in
office.

WHY IS MR. WHITMAN PROPOSING TO AMEND THE BYLAWS?

     Mr. Whitman is proposing to amend Beverly's bylaws to fix the size of
the Beverly board at eight to ensure that Beverly does not increase the
size of its current eight-member board in an effort to prevent the nominees
from comprising a majority of the Beverly board if elected.

     Mr. Whitman is also proposing to repeal each provision of, or
amendment to, Beverly's bylaws (other than the amendment to fix the Board's
size at eight) adopted after the version of its bylaws that Beverly last
made public (on May 29, 1997 in a filing with the Securities and Exchange
Commission ("SEC")), including bylaw amendments that Beverly's board may
adopt after the date of this proxy statement and before the annual meeting,
to ensure that no such amendment will operate to thwart the will of the
Beverly stockholders.

WHAT OTHER MATTERS WILL BE VOTED ON BY BEVERLY STOCKHOLDERS AT THE 2005
ANNUAL MEETING?

     Beverly has disclosed that, at the 2005 annual meeting, stockholders
will be asked to vote on a proposal to ratify the appointment of Ernst &
Young LLP as Beverly's independent registered public accounting firm for
2005 (Proposal 5 on the BLUE proxy card). We make no recommendation with
respect to this proposal.

WHO CAN VOTE AT THE 2005 ANNUAL MEETING?

     If you owned shares of Beverly common stock at the close of business
on March 7, 2005, you have the right to vote for the six independent
nominees of Mr. Whitman, for the proposals to amend Beverly's bylaws and on
all other matters presented at the 2005 annual meeting. Each share of
common stock held by you at the close of business on March 7, 2005 entitles
you to one vote on all matters presented at the meeting.

HOW MANY SHARES MUST BE PRESENT AT THE ANNUAL MEETING TO ESTABLISH A
QUORUM?

     According to Beverly's bylaws, the presence in person or by proxy of
the holders of a majority of the shares of Beverly entitled to vote at the
annual meeting will constitute a quorum for the transaction of business at
the meeting.

HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE SIX NOMINEES TO ELECT THEM?
HOW MANY SHARES MUST BE VOTED TO APPROVE THE BYLAW PROPOSALS AND THE OTHER
PROPOSALS?

     If a quorum is established at the annual meeting, nominees for
election as directors of Beverly will be elected by a plurality of the
votes cast, in person or by proxy, at the annual meeting. This means that
the eight director positions to be filled at the annual meeting will be
filled by the eight nominees receiving the highest number of votes.

     The affirmative vote of the holders of a majority of the shares of
Beverly entitled to be voted at the annual meeting (i.e. all shares
outstanding as of the record date for the annual meeting) is required to
approve Mr. Whitman's two proposals to amend Beverly's bylaws.

     The affirmative vote of the holders of a majority of the shares of
Beverly present in person or represented by proxy and entitled to vote at
the annual meeting is required to approve Mr. Whitman's proposal on the
sequence of business at the annual meeting and to approve Beverly's
proposal to ratify the appointment of Ernst & Young as Beverly's
independent registered public accounting firm for 2005.

     According to the Form 8-A filed by Beverly with the SEC on January 27,
2005, there were 108,384,266 shares of Beverly outstanding on January 26,
2005.

HOW WILL ABSTENTIONS, VOTES WITHHELD AND BROKER NON-VOTES BE TREATED?

     Broker non-votes, abstentions and proxy cards on which stockholders
withhold voting authority will be counted as present for purposes of
determining whether a quorum is established at the annual meeting. "Broker
non-votes" are shares for which a bank, broker or other nominee holder has
not received voting instructions and which the nominee holder does not have
discretionary power to vote on a particular matter. We do not believe that
banks, brokers or other nominee holders will have discretion to vote on any
matter voted on at the 2005 annual meeting, other than Beverly's proposal
to ratify the appointment of Ernst & Young LLP as Beverly's independent
registered public accounting firm for 2005 (Proposal 5 on the proxy card).

     Broker non-votes and proxy cards on which stockholders withhold
authority for nominees will not be counted in determining the election of
directors. Broker non-votes and abstentions with respect to Mr. Whitman's
other proposals and Beverly's proposal to ratify the appointment of Ernst &
Young LLP as Beverly's independent registered public accounting firm for
2005 will have the same effect as votes against those proposals.

WHAT SHOULD YOU DO TO VOTE FOR MR. WHITMAN'S SIX NOMINEES AND FOR HIS OTHER
PROPOSALS?

     Sign, date and return the enclosed BLUE proxy card today to our proxy
solicitor MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016 in the envelope provided.

WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?

     Please call our proxy solicitor MacKenzie Partners toll free at (800)
322-2885 or collect at (212) 929-5500.






                         OUR PROPOSED TRANSACTION;
                       BACKGROUND TO THE SOLICITATION

OUR PROPOSED TRANSACTION

     We are seeking to negotiate a transaction with Beverly in which a
company formed by us would acquire all of the outstanding shares of
Beverly. In that connection, we made a formal offer to Beverly's Board of
Directors to acquire all of the shares of Beverly at a price of $11.50 per
share in cash. Our offer, which would provide significant value to
Beverly's shareholders, reflects a premium of 46% to the average closing
price of Beverly's shares over the period from December 31, 2003 through
January 24, 2005, the last trading day before we made our proposal public.
In addition, our offer price reflected a premium of 30% over the average
closing price of Beverly's shares over the twenty trading day period
preceeding December 22, 2004, the date we sent our first proposal letter to
Beverly. Since our proposal was made public, the closing price of Beverly's
shares has traded above our offer price. We believe this is good for
Beverly stockholders and, indeed, if justified by due diligence, we would
be prepared to raise our offer price. The closing price of Beverly's shares
was $______ on March ___, 2005, the last trading day preceding the date of
this proxy statement

     As an alternative to this proposal, we are also prepared to discuss
with the Beverly board a transaction whereby we would purchase Beverly's
real estate assets and nursing facilities operations, leaving Beverly with
the ancillary operations. As part of such a transaction, we would enter
into contractual agreements whereby Beverly would continue to provide
ancillary services to the nursing facilities. This transaction could be
structured in several ways and the consortium would seek to adopt an
approach which is most tax efficient for Beverly's stockholders. We are
prepared to pay the equivalent of $9.00 per share in cash for these assets
and operations and assume all liabilities not related to the ancillary
businesses, leaving Beverly with a pure-play ancillary company consisting
of the Aegis Therapies business and Home Care operating segment.

     The offer prices in our two proposals were set at levels that we
believe would provide Beverly stockholders with value in excess of the
average closing price of the Beverly shares during the weeks preceding the
date we sent our first proposal letter to Beverly.

     We have calculated, based on information contained in Beverly's public
filings, that at the offer price of $11.50 per share approximately $1.8
billion of financing would be needed to consummate the proposed
transaction, including the refinancing of existing Beverly indebtedness.
Our proposal would be financed with $375 million of committed equity
financing, and the balance in debt financing. We have received several
proposed financing commitments from financial institutions interested in
providing this debt financing. As of the date of this proxy statement, we
are in the process of negotiating the material terms of the proposed
financing. Although we do not yet have a debt financing commitment, we are
confident in our ability to obtain the full amount of the financing
necessary to complete a transaction with Beverly.

BACKGROUND TO THE SOLICITATION

     During the week of December 13, 2004, Mr. Whitman contacted William R.
Floyd, the Chairman of the Board, President and Chief Executive Officer of
Beverly, and discussed with him the possibility of a transaction between
Beverly and the consortium.

     On December 22, 2004, Mr. Whitman sent a letter to Mr. Floyd offering
to acquire the outstanding Beverly shares at a price of $11.50 per share in
cash. The letter noted that this offer price reflected a premium of 30%
over the average closing price of Beverly's stock over the twenty trading
day period immediately preceding the date of that letter. The letter also
stated that Formation was prepared to immediately commence due diligence
review of Beverly, and if due diligence suggests that there is more value
in Beverly, Formation would be prepared to raise its offer price
accordingly. The letter also indicated that Formation was prepared to
discuss a transaction whereby Formation would purchase Beverly's real
estate assets and nursing facilities operations.

     In a letter to Mr. Whitman dated January 5, 2005, Mr. Floyd indicated
that he had shared Mr. Whitman's December 22 letter with the Beverly board.

     On January 13, 2005, Mr. Whitman telephoned Mr. Floyd to discuss
further the consortium's proposed transactions. Mr. Whitman offered to
provide the Beverly board with additional information regarding the
consortium's proposed transactions in an effort to assist the Beverly board
in evaluating the consortium's proposals. In that connection, on January
19, 2005, Mr. Whitman sent a follow-up letter to Beverly expanding on the
proposals set out in his letter of December 22. In his letter, Mr. Whitman
reiterated that the consortium remains prepared to increase its $11.50 in
cash offer price if due diligence suggested that there is more value in
Beverly.

     On January 21, 2005, Beverly announced that it was accelerating the
date of Beverly's 2005 annual meeting to April 21, 2005 from May 19, 2005,
the tentative date for that meeting announced by Beverly in May 2004. At
the same time, Beverly accelerated the deadline for submitting proposals
and director nominees to February 5, 2005 from the March 6, 2005 date
previously disclosed in Beverly's public filings. In its announcement,
Beverly stated that it had accelerated the date of the annual meeting and
the deadline for submitting proposals and director nominees because it had
adopted a "policy to hold the Company's Annual Meeting of Stockholders as
early as practicable in each calendar year."

     As required by the rules of the SEC, on January 24, 2005, Mr. Whitman,
the members of the consortium and certain other parties filed with the SEC
a Schedule 13D disclosing their ownership of approximately 8.1% of the
outstanding shares of Beverly as well as the proposals previously made to
the Beverly board.

     On January 24, 2005, Beverly announced that its board was reviewing
the consortium's proposal and would "respond in due course." Mr. Whitman
subsequently received a letter from Mr. Floyd, dated January 24, 2005,
stating that the Beverly board would attempt to meet within the next week
to ten days to evaluate the consortium's proposal.

     On January 25, 2005, Beverly announced that it had adopted a poison
pill.

     On January 27, 2005, the Northwest Arkansas Democrat-Gazette reported
in an article by Cristal Cody that, during a conference call with Beverly
employees on January 26, 2005, Mr. Floyd stated that Beverly's acceleration
of the date of its annual meeting and the deadline for submission of
proposals and director nominations "short-circuits the Formation Capital
financial group... If they wanted to put their directors up for election,
by moving up the meeting, it would eliminate some of the time they would
have to prepare." Although Mr. Floyd indicated in his January 24 letter as
well as in a January 27, 2005 letter he sent to Mr. Whitman that the
Beverly board was in the process of evaluating the consortium's proposal,
according to the Northwest Arkansas Democrat-Gazette article, Mr. Floyd
told Beverly employees on the January 26 conference call that "the company
is not for sale."*

     On January 27, 2005, Fried, Frank, Harris, Shriver & Jacobson LLP,
counsel to the consortium, sent a letter on the consortium's behalf to
Douglas J. Babb, Executive Vice President, Chief Administrative Officer and
Legal Officer of Beverly. This letter reiterated the consortium's desire to
pursue a mutually beneficial, negotiated transaction with Beverly and its
willingness to raise its offer to reflect additional value revealed during
due diligence.

     On February 3, 2005, Beverly rejected Formation's proposals -- without
engaging in any discussion with Formation regarding its proposals or
permitting the consortium to conduct any due diligence.

     Later that day, Mr. Whitman sent to Mr. Floyd a letter on the
consortium's behalf indicating the consortium's intention to nominate a
slate of nominees for election to the Beverly board at the annual meeting.
On February 4, 2005, Mr. Whitman submitted to Beverly's Secretary a notice
of the business and proposals he intends to bring before the annual meeting
and his intention to nominate a slate consisting of the independent
nominees discussed below.

----------------
* We have not sought or obtained consent from the Northwest Arkansas
Democrat-Gazette to include these quotes in the proxy statement.






                          THE INDEPENDENT NOMINEES

     At the 2005 annual meeting, Mr. Whitman will propose that Jeffrey A.
Brodsky, John J. Durso, Philip L. Maslowe, Charles M. Masson, Mohsin Y.
Meghji and Guy Sansone be elected as directors of Beverly. If elected,
these nominees would hold office until Beverly's 2006 annual meeting (or
until their successors are elected and qualified), and would constitute a
majority of Beverly's board of directors.

     EACH OF THE NOMINEES HAS AGREED, UPON ELECTION TO BEVERLY'S BOARD OF
DIRECTORS, TO EXERCISE HIS INDEPENDENT JUDGMENT IN ACCORDANCE WITH HIS
FIDUCIARY DUTIES IN ALL MATTERS THAT COME BEFORE THE BEVERLY BOARD OF
DIRECTORS.

     The nominees have furnished the following information regarding their
principal occupations and certain other matters:

     JEFFREY A. BRODSKY, age 46, has since 2000 been a Managing Director of
Quest Turnaround Advisors, LLC, a turnaround management consulting services
firm. Since 2002, he has served as Chairman and Chief Executive Officer of
PTV, Inc. (formerly NTL Europe, Inc. and NTL Incorporated), a new media
company in the United Kingdom located at Trafalgar House, 11 Waterloo
Place, London SW1Y 4AU, United Kingdom. Mr. Brodsky is currently a director
of AboveNet, Inc., a provider of fiber connectivity for business. From 2002
to 2004, Mr. Brodsky served as a director of Comdisco Holding Company,
Inc., a provider of equipment lease financing of information and technology
equipment to a variety of industries. From 2002 to 2003, he served as
Chairman of Cablecom GmbH, a cable network operator in Switzerland. From
1994 to 1996, he served as a director of Hawaiian Airlines.

     JOHN J. DURSO, age 53, has since 2002 been 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. Prior to joining Michael Best,
Mr. Durso was for 17 years a partner with the law firm of Katten Muchin &
Zavis, during which time he chaired the firm's national health care
practice.

     PHILIP L. MASLOWE, age 57, served from 1997 until 2002 as Executive
Vice President and Chief Financial Officer of The Wackenhut Corporation, a
security, staffing and privatized prisons corporation. Prior to that, from
1993 to 1997, Mr. Maslowe served as Executive Vice President and Chief
Financial Officer of KinderCare Learning Centers, Inc., the largest
preschool and childcare provider in the U.S. Mr. Maslowe is currently a
director of NorthWestern Corporation, a public utility company. Mr. Maslowe
previously served as non-executive Chairman of AMF Bowling Worldwide, Inc.,
the world's largest owner and operator of bowling centers. From August 2002
to December 2004, Mr. Maslowe served on the Board of Directors of Mariner
Health Care, Inc., a publicly held integrated health care services
provider.

     CHARLES M. MASSON, age 51, has since September 2002 been managing
partner of Masson & Company, LLC, a firm providing interim and crisis
management, turnaround consulting and assessment, and financial
restructuring services. From April 1999 to September 2002, Mr. Masson was a
managing partner of Leary, Masson & Associates, LLC, a firm providing
similar services. Since 2005, he has been serving as Chairman and Chief
Restructuring Officer of Kinetic Systems, Inc., an engineering and
construction provider of process piping to the semi-conductor and
bio-pharmaceutical industries. In 2001, he served as Chief Executive
Officer of Maidenform, Inc., an intimate apparel maker. Mr. Masson is
currently a director of Algoma Steel Inc., an integrated steel producer.

     MOHSIN Y. MEGHJI, age 40, has since 2002 been 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. From 1998 to 2002, he was a member of the
Global Corporate Finance Group of Arthur Andersen LLP, the accounting firm.
From May 2002 when it emerged from Chapter 11 to December 2004 upon its
sale, Mr. Meghji served on the Board of Directors of Mariner Health Care,
Inc., a publicly held integrated health care services provider. From July
1999 to May 2002, Mr. Meghji served as financial advisor to various
creditors in relation to the restructuring of Mariner Health Care.

     GUY SANSONE, age 40, has since 1999 been with Alvarez & Marsal, LLC, a
global professional services firm specializing in turnaround management and
corporate restructuring, where he has been a Managing Director since 2002.
From March 2003 to September 2004, he served as Interim Chief Financial
Officer of Healthsouth Corporation, a provider of outpatient surgery,
diagnostic imaging and rehabilitative healthcare services. In 2002, he
served as Interim President and Chief Executive Officer of Rotech
Healthcare Inc., a provider of home medical equipment, respiratory
equipment and services and respiratory medications for home use. From 2000
to 2003, he served as Senior Vice President, focusing on the restructuring
of Integrated Health Services Inc., a provider of post-acute healthcare
services. From 1999 to 2000, he served as Chief Financial Officer of
Telegroup, Inc., an alternative provider of domestic and international
telecommunications services. Mr. Sansone is currently a director of Rotech
Healthcare Inc.

     Each of the nominees has agreed to be named in this proxy statement
and to serve as a director of Beverly, if elected. We do not expect that
any of the six nominees will be unable to stand for election or serve as a
director, but if any vacancy in the slate of nominees occurs for any reason
the shares represented by the enclosed BLUE proxy card will be voted for a
substitute candidate nominated by Mr. Whitman.

COMPENSATION OF BEVERLY DIRECTORS

     If elected to the Beverly board of directors, Mr. Whitman's nominees
will not receive any compensation or indemnification from Mr. Whitman or
the consortium for their service as directors of Beverly. If the nominees
are elected, they will be non-employee directors of Beverly. Annex D of
this Proxy Statement contains an excerpt from Beverly's 2005 proxy
statement that describes how non-employee directors of Beverly were
compensated in 2004.

     Each of the nominees, if elected, would be indemnified by Beverly for
service as a director to the same extent indemnification is provided to
other directors under Beverly's certificate of incorporation and bylaws. In
addition, we believe that upon election, the nominees would be covered by
Beverly's officer and director liability insurance, if any, and be entitled
to any other benefits made available to directors by Beverly. Other than as
described above, we are not aware of any arrangements under which
non-employee directors of Beverly are compensated for services as a
director of Beverly.

ARRANGEMENTS BETWEEN THE CONSORTIUM AND THE INDEPENDENT NOMINEES

     Appaloosa, on behalf of certain funds for which it acts as investment
adviser, Franklin Mutual, on behalf of certain funds for which it acts as
investment adviser, and Formation entered into an indemnification agreement
with each of Mr. Whitman's nominees. The indemnification agreement provides
that the consortium will indemnify each nominee against any and all
damages, judgments, fines, penalties, losses and expenses suffered,
incurred or sustained by that nominee or to which that nominee becomes
subject, resulting from, arising out of or relating to a claim by reason of
(a) the nominee's standing for election to the Beverly board of directors
at the annual meeting or (b) any event or occurrence relating to or arising
out of, or any action taken or omitted to be taken in connection with the
solicitation of proxies in support of the nominee's election as a director
of Beverly at the annual meeting, but not in the nominee's capacity as a
director of Beverly if he is so elected. Under the indemnification
agreement, responsibility for payments or losses for which the consortium
is liable will be allocated 40% to Appaloosa, 46.67% to Franklin Mutual and
13.33% to Formation, and each member of the consortium's liability under
the indemnification agreement is limited to 40%, 46.67% and 13.33%,
respectively, of $25,000,000.

ADDITIONAL INFORMATION CONCERNING THE SIX INDEPENDENT NOMINEES

     The six nominees have also furnished additional miscellaneous
information located in Annex A of this proxy statement as required by the
SEC.





         MATTERS TO BE CONSIDERED AT BEVERLY'S 2005 ANNUAL MEETING

OUR PROPOSALS

     We are soliciting proxies to take the following actions at Beverly's
2005 annual meeting:

PROPOSAL 1: To amend Beverly's bylaws to fix the number of directors
            constituting the entire Board of Directors at eight, by
            revising Article III, Section 2 of Beverly's bylaws to read in
            its entirety as follows:

            "Number of Directors. The number of Directors of the
            Corporation which shall comprise the full Board of Directors
            shall be fixed at eight."

PROPOSAL 2: To repeal each provision of or amendment to Beverly's bylaws
            (other than the provisions and amendments added or effected
            pursuant to Proposal 1) adopted after the version of the
            bylaws, purportedly as of May 29, 1997, filed by Beverly with
            the SEC as Exhibit 3.4 to Beverly's Registration Statement on
            Form S-1 filed on June 4, 1997 (File No. 333-28521).

PROPOSAL 3: To elect each of Mr. Whitman's nominees to Beverly's board of
            directors, in lieu of any persons who may be nominated by
            Beverly's incumbent board of directors or by any other person.

PROPOSAL 4: To require that action be taken at the annual meeting on
            proposals 1 through 3 above in the sequence indicated and
            before any other business is conducted.

In accordance with Beverly's bylaws, on February 4, 2005, Mr. Whitman
delivered written notice to the Secretary of Beverly of his intention to
nominate for election to Beverly's board at the annual meeting his six
independent nominees and to present the proposals described above to the
stockholders of Beverly for their approval at that meeting.

PURPOSES OF OUR PROPOSALS

     The  purpose of each of the proposals is as follows:

o    The purpose of Proposal 1 is to ensure that Beverly does not increase
     the size of its current eight-member board in an effort to prevent the
     nominees from comprising a majority of the Beverly board if elected.

o    The purpose of Proposal 2 is to ensure that the provisions governing
     or related to the election of Beverly directors contained in the
     latest publicly available version of Beverly's bylaws have not been
     changed and will remain unchanged through the annual meeting. Proposal
     2 is designed to repeal any amendments to the bylaws that the Beverly
     board may have previously adopted and not disclosed to stockholders
     and any amendments the board may adopt prior to the annual meeting, in
     each case to ensure that no such amendment will operate to thwart the
     will of the Beverly stockholders.

o    The purpose of Proposal 3 is to elect the six independent nominees of
     Mr. Whitman.

o    The purpose of Proposal 4 is to ensure that action is taken at the
     annual meeting in a logical manner and to prevent results that would
     thwart the will of Beverly's stockholders as expressed by their votes
     at the annual meeting.

MANAGEMENT'S PROPOSALS

     Beverly has announced that it will present the following proposal at
the 2005 Annual Meeting:

PROPOSAL 5: Ratification of the appointment of Ernst & Young LLP as
            Beverly's independent registered accounting firm for 2005.

     Beverly is seeking stockholder ratification of the appointment of
Ernst & Young LLP as its independent registered public accounting firm for
2005.

     We have no recommendation with respect to this Proposal 5.

WE STRONGLY RECOMMEND A VOTE FOR THE ELECTION OF THE SIX NOMINEES AND FOR
EACH OF MR. WHITMAN'S OTHER PROPOSALS DESCRIBED ABOVE (PROPOSALS 1 THROUGH
4 ON THE ACCOMPANYING BLUE PROXY CARD).





              REASONS TO VOTE FOR THE SIX INDEPENDENT NOMINEES
                     AND MR. WHITMAN'S OTHER PROPOSALS

     We believe that the incumbent Beverly board is not acting on behalf of
all Beverly stockholders. Mr. Whitman and the members of the consortium
urge all Beverly stockholders to vote FOR the election of the six
independent nominees, FOR the proposal to fix the size of the board at
eight and FOR the other proposals that are designed to ensure that the will
of the Beverly stockholders is not thwarted (Proposals 1 through 4 on the
accompanying BLUE proxy card).

     A VOTE FOR THE INDEPENDENT NOMINEES AND MR. WHITMAN'S OTHER PROPOSALS
LETS BEVERLY KNOW THAT YOU WANT DIRECTORS WHO WILL REPRESENT THE BEST
INTERESTS OF THE STOCKHOLDERS AND, SUBJECT TO THEIR FIDUCIARY DUTIES, WILL
BE COMMITTED TO MAXIMIZING THE VALUE OF YOUR INVESTMENT IN BEVERLY BY
IMPLEMENTING A PROCESS THAT WILL GIVE DUE CONSIDERATION TO THE CONSORTIUM'S
PROPOSALS AND ANY OTHER PROPOSALS BEVERLY MAY RECEIVE FROM US OR OTHERS.

     We believe that the incumbent Beverly board has placed the interests
of Mr. Floyd and the other members of Beverly's senior management above the
interests of the stockholders by refusing to engage in any discussion with
us to discuss the merits of our proposal, not permitting us to conduct due
diligence of Beverly, despite the fact that we have said consistently that,
if justified by due diligence, we would be prepared to raise our offer,
putting in place a "poison pill" rights plan and abruptly accelerating the
date of the annual meeting and the deadline for submitting proposals and
director nominees.

     The incumbent Beverly board has refused to meet with us to discuss the
merits of our proposal despite the fact that the $11.50 per share in cash
price offered by us reflects a premium of 46% to the average closing price
of Beverly's shares over the period from December 31, 2003 through January
24, 2005, the last trading day before we made our proposal public.

     Although the six independent nominees have not given Mr. Whitman or
the consortium any commitments relating to our proposal or otherwise, and
neither Mr. Whitman nor the consortium has sought any commitments from them
relating to our proposals, the nominees have indicated that, if elected,
they will, subject to their fiduciary duties, be committed to maximizing
the value of your investment in Beverly by implementing a process that
would give due consideration to our proposal as well as any other proposals
Beverly may receive from us or others. Even if the six nominees are
elected, there is no guarantee that Beverly or any of its assets will be
sold to us or any other third party. However, by voting for Mr. Whitman's
nominees, Beverly's stockholders will endorse a process that will give due
consideration to our proposals and any other proposals Beverly may receive.
The exact scope of the process, which may include an auction or other sale
process designed to maximize shareholder value, will be determined by the
nominees based on advice of independent legal and financial advisors,
subject to their fiduciary duties as directors of Beverly.

      YOU CAN TAKE SOME IMMEDIATE STEPS TO HELP OBTAIN THE MAXIMUM VALUE OF
YOUR SHARES:

     (1) SIGN, DATE AND RETURN YOUR BLUE PROXY CARD TODAY, VOTING FOR THE
ELECTION OF MR. WHITMAN'S SIX NOMINEES, FOR HIS PROPOSAL TO AMEND THE
BYLAWS TO FIX THE SIZE OF THE BOARD AT EIGHT, AND FOR HIS OTHER PROPOSALS
(PROPOSALS 1 THROUGH 4); AND

     (2) MAKE YOUR VIEWS KNOWN TO BEVERLY'S INCUMBENT BOARD OF DIRECTORS.






                                   VOTING

     For the proxy solicited hereby to be voted, the enclosed BLUE proxy
card must be signed, dated, and returned in the envelope enclosed, in time
to be voted at the 2005 annual meeting. If you wish to vote "FOR" the
election of the six nominees and "FOR" the adoption of each of Mr.
Whitman's other proposals you must submit the enclosed BLUE proxy card and
must NOT submit Beverly's proxy card. If you have already returned
Beverly's proxy card, you have the right to revoke it as to all matters
covered thereby and may do so by subsequently signing, dating, and mailing
the enclosed BLUE proxy card. Only your latest dated proxy will count at
the annual meeting. Execution of a BLUE proxy card will not affect your
right to attend the annual meeting and to vote in person.

     Any proxy may be revoked as to all matters covered thereby at any time
prior to the time a vote is taken by (i) delivering a written notice of
revocation bearing a later date than the proxy, (ii) duly executing and
delivering a later dated written proxy relating to the same shares or (iii)
attending the annual meeting and voting in person (although attendance at
the annual meeting will not in and of itself constitute a revocation of a
proxy). To be effective, any written notice of revocation or subsequent
BLUE proxy should be mailed or delivered to, and received by, MacKenzie
Partners, Inc., 105 Madison Avenue, New York, New York 10016 or Beverly's
corporate secretary before the taking of votes at the annual meeting.
Beverly shares represented by a valid, unrevoked BLUE proxy card will be
voted as specified. Shares represented by a BLUE proxy card where no
specification has been made will be voted "FOR" the election of Mr.
Whitman's six nominees, "FOR" the adoption of each of Mr. Whitman's
proposals and "ABSTAIN" with respect to Beverly's proposal to ratify the
appointment of Ernst & Young LLP as Beverly's independent registered public
accounting firm for 2005. Except as set forth in this proxy statement, we
are not aware of any other matter to be considered at the annual meeting.
If you return a BLUE proxy card and any other matter is presented at the
annual meeting, the persons named on the enclosed BLUE proxy card will vote
your shares in accordance with their best judgment concerning such matter.

     If any of your shares were held in the name of a brokerage firm, bank,
bank nominee or other institution on March 7, 2005, the record date for the
annual meeting, only that institution can vote your shares and only upon
its receipt of your specific instructions. Accordingly, please promptly
contact the person responsible for your account at the relevant institution
and instruct that person to execute and return the BLUE proxy card on your
behalf. You should also promptly sign, date and mail the voting instruction
form (or BLUE proxy card) that your broker or banker sends you. Please do
this for each account you maintain to ensure that all of your shares are
voted. If any of your shares were held in the name of a brokerage firm,
bank, bank nominee or other institution on the record date, to revoke your
proxy you will need to give appropriate instructions to the relevant
institution. If you do not give instructions to your broker or other
nominee, your shares will not be voted for the election of directors or on
any of Mr. Whitman's proposals.






            CHANGE IN CONTROL PROVISIONS IN BEVERLY'S EMPLOYMENT
               AGREEMENTS, BENEFIT PLANS AND OTHER AGREEMENTS

     Beverly's board of directors has taken affirmative steps to impose
transaction costs on any person that may seek to acquire control of
Beverly. The following is derived from Beverly's 2005 proxy statement and
other public filings.

     Beverly has current employment agreements with four executive
officers: William R. Floyd, Douglas J. Babb, Jeffrey P. Freimark and Cindy
H. Susienka. Upon termination of employment in connection with a change in
control, these employment agreements generally provide for severance
benefits equal to three years of base salary and target bonus, vesting of
all stock-based compensation, continuation of medical, dental and
disability coverage for three years and relocation reimbursement. James M.
Griffith, an officer of Beverly, is also party to a severance agreement
with Beverly providing for benefits on a termination after a change in
control similar to those described in the preceding sentence. Richard D.
Skelly, Jr., another officer of Beverly, does not have an employment or
severance agreement, but the terms of his offer letter of employment
provide for two years base salary and target bonus upon a change in
control.

     In addition, Beverly's 1997 Long-Term Incentive Plan provides that the
Nominating and Compensation Committee of the Beverly board may accelerate
the payment or vesting and release any restrictions on any awards in the
event of a change in control. Under Beverly's Non-Employee Directors' Stock
Option Plan, stock options and other awards will automatically vest in the
case of a change in control of Beverly.

       On January 1, 2004, Beverly adopted its Enhanced Supplemental
Executive Retirement Plan (Enhanced SERP) for a select group of Beverly's
senior executive employees. The Enhanced SERP is a nonqualified, unsecured
deferred compensation plan, informally funded through a "rabbi trust." Each
year Beverly may make a contribution on each participant's behalf equal to
a percentage of his or her salary and compensation for the year. Following
any change in control, contributions will equal at least the amount made on
each participant's behalf immediately prior to the change in control. If a
participant is terminated without cause within two years following a change
in control, contributions will continue to be made on the participant's
behalf based on the participant's compensation and the Enhanced SERP
contributions that were made immediately prior to such termination, until
the earlier of the time the participant attains age 60 or would have
completed ten years of plan participation.

     On December 31, 2002, Beverly adopted an Executive Deferred
Compensation Plan (EDC Plan) for a designated group of management or highly
compensated employees. The EDC Plan is a nonqualified, unsecured deferred
compensation plan, informally funded through a "rabbi trust." Each year,
Beverly may make certain matching contributions to participants under the
EDC Plan. Beverly contributions generally vest after five years of combined
EDC Plan and SERP Participation. However, upon a change in control, all
vesting is accelerated.

     In March 2004, Beverly established the Retention Enhancement Program
(REP) to provide enhanced benefits to Mr. Floyd. Pursuant to the REP,
Beverly will make contributions each year to an account established for Mr.
Floyd under the EDC Plan. It is intended that when the total contributions
under the REP and earnings on the contributions are added to Mr. Floyd's
SERP benefits, this will provide him with a combined retirement benefit
equal to 40% of his total final compensation. Upon a change in control, all
of Mr. Floyd's benefits under the REP will be vested.

     If the persons serving as directors of Beverly before any contested
election for the Beverly board cease to make up more than 50% of the
Beverly board, a "change in control" will be deemed to have occurred for
purposes of the employment agreements, plans and programs referenced above.
Neither Beverly's 2005 proxy statement nor its other public filings
quantify the costs Beverly would be required to incur if these change in
control provisions were to be triggered under these agreements, plans and
programs.






         CHANGE IN CONTROL PROVISIONS IN BEVERLY'S DEBT INSTRUMENTS

     According to Beverly's public filings, certain of Beverly's debt
instruments would impose costs on Beverly and require Beverly to take
certain actions in the event of a change in control under the Company's
debt instruments. The following summary of certain of the provisions of
those debt instruments is based on the copies of those instruments included
in Beverly's public filings.

     Under each of the debt instruments described below, except as
otherwise noted, a "change in control" will be deemed to have occurred on
the first day on which a majority of the members of Beverly's Board are not
Continuing Directors. "Continuing Directors" is generally defined to mean
the Beverly directors as of the date of the debt instrument or directors
who were nominated for election or elected to the Board with the approval
of the Continuing Directors who were members of the Board at the time of
the new director's nomination or election.

     As of September 30, 2004, Beverly had outstanding 7 7/8% Senior
Subordinated Notes due 2014 in the aggregate principal amount of $215
million. The indenture to which these Notes are subject, provides that,
upon a change in control, each holder of these Notes will have the right to
require Beverly to repurchase all or any part of such holder's Notes at an
offer price in cash equal to 101% of the aggregate principal amount of
these Notes, plus accrued and unpaid interest. According to Bloomberg L.P.,
as of ___________, 2005, these Notes were trading at a price in excess of
106% of the aggregate principal amount of these Notes.

     As of September 30, 2004, Beverly had outstanding 2.75% Convertible
Subordinated Notes due 2033 in the aggregate principal amount of $115
million. The indenture to which these notes are subject provides that, upon
a change in control, each holder of these Notes will have the right to
require Beverly to repurchase all or any part of such holder's Notes at an
offer price in cash equal to 100% of the aggregate principal amount of such
Notes, plus accrued and unpaid interest. However, under the indenture, a
change in control will not be deemed to have occurred if the market price
per share of Beverly common stock for any five trading days within the
period of 10 consecutive trading days immediately before the first day on
which a majority of the members of the Beverly Board are not Continuing
Directors equals or exceeds 105% of the conversion price of the Notes in
effect on each such trading day. According to Beverly's public filings, the
conversion price is $7.45 per share. According to Bloomberg L.P., as of
__________, the market price per share of Beverly common stock exceeded
105% of the conversion price of the Notes and 100% of the aggregate
principal amount of these Notes.

     Under the indenture, the 2.75% Notes are convertible into Beverly
common stock only upon the occurrence of specified events, including the
occurrence of a change of control of Beverly. Although not provided for in
the indenture, the prospectus supplement describing the 2.75% Notes (filed
by Beverly with the SEC on October 17, 2003) discloses that if a change in
control would be deemed to have occurred but for the fact that the market
price of a Beverly share exceeds 105% of the conversion price of the Notes
during the time period specified in the preceding paragraph, the holders
may nonetheless convert their Notes into shares of Beverly common stock for
a specified period following the event in question.

     Under the terms of Beverly's Credit Agreement, dated as of October 22,
2003, among Beverly, Lehman Brothers Inc., Lehman Commercial Paper Inc.,
Bank of Montreal, General Electric Capital Corporation, Merrill Lynch
Capital and Wells Fargo Foothills, Inc., a change in control is deemed to
constitute an event of default, upon which the lenders may terminate the
revolving credit commitments and/or declare all loans under the Credit
Agreement to be due and payable.

     The Credit Agreement provides for senior secured financing of
$224,325,000, consisting of a five-year term loan of $134,325,000, and a
four-year $90,000,000 revolving credit facility. As of September 30, 2004,
there was $134,325,000 in principal amount outstanding under the term loan
and $28.9 million being utilized for standby letters of credit under the
revolver. In October 2004, Beverly caused a wholly-owned subsidiary to
enter into a new $40 million letter of credit facility to which, as of
October 31, 2004, Beverly transferred $10.8 million in standby letters of
credit outstanding under its revolver. In addition, on January 11, 2005,
Beverly disclosed that it intends to transfer its remaining standby letters
of credit to this facility. (Under this letter of credit facility, a change
in control is not deemed to have occurred even if a majority of the members
of Beverly's Board are not Continuing Directors.) If this transfer has
occurred and Beverly has not subsequently drawn down any amounts under the
revolver, Beverly's $90 million revolver would be entirely freed up.
Moreover, based on the term loan repayment schedule in the Credit
Agreement, Beverly should have repaid $1,012,500 in principal of its term
loan, leaving approximately $133,312,500 of principal outstanding as of the
date of this proxy statement.




                             OTHER INFORMATION

SOLICITATION OF PROXIES

     We have retained MacKenzie Partners to assist in soliciting BLUE
proxies from banks, brokers, nominees, institutions and individuals. We
have agreed to pay MacKenzie a fee of $[ ] for assisting in soliciting
proxies for the 2005 annual meeting, and have agreed to reimburse MacKenzie
for its reasonable out-of-pocket expenses. The consortium's agreement with
MacKenzie contains customary indemnification provisions. Responsibility for
the fees, expenses and other amounts payable to MacKenzie will be allocated
40% to Appaloosa, 46.67% to Franklin Mutual and 13.33% to Formation.
MacKenzie anticipates that it will use approximately [ ] persons in its
solicitation efforts. Arrangements will also be made with custodians,
nominees and fiduciaries for forwarding proxy solicitation materials to
beneficial owners of shares held as of the record date of the annual
meeting. The consortium will reimburse such custodians, nominees and
fiduciaries for reasonable expenses incurred in connection therewith. In
addition, Mr. Whitman's nominees and the persons listed on Annex B attached
to this proxy statement may solicit BLUE proxies. Information regarding
such persons is included in Annex B. No additional compensation will be
paid for such services. Solicitation may be conducted in person, by
telephone, electronically or by other means of communication.

     The consortium has engaged Eureka Capital Markets LLC (Eureka) as its
financial advisor to provide certain financial advisory and investment
banking services in connection with the consortium's proposal to Beverly
and related matters. Eureka is also party to a term sheet entered into with
Appaloosa, Franklin Mutual and Formation relating to the proposed
transaction under which Eureka will be entitled to a financial advisory
fee, if a transaction with Beverly is completed, and further amounts if the
consortium's acquisition of Beverly or its assets yields a specified
return, as described more fully in Schedule III to Annex B. Neither Eureka
nor any of its employees was retained by the consortium to solicit proxies
for the annual meeting. Eureka does not acknowledge that it or any of its
directors, officers, employees, affiliates or controlling persons is a
"participant," as defined in Schedule 14A promulgated under the Exchange
Act, in the solicitation of proxies for the annual meeting, or that
Schedule 14A requires the disclosure of certain information concerning
them. However, Eureka and certain of its respective directors, officers,
employees, affiliates or controlling persons may assist the consortium or
Mr. Whitman in its solicitation as part of their broader engagement,
although neither Eureka nor any such directors, officers, employees,
affiliates or controlling persons will receive any fee for, or in
connection with, any solicitation activities apart from the fees Eureka is
otherwise entitled to receive under the term sheet. Information regarding
Eureka and its directors, officers, employees, affiliates or controlling
persons who may assist Mr. Whitman or the consortium in soliciting proxies
is included in Annex B.

     All costs incidental to the solicitations of proxies on behalf of the
consortium and Mr. Whitman will be borne by the consortium and allocated
40% to Appaloosa, 46.67% to Franklin Mutual and 13.33% to Formation. Total
expenditures for these solicitations are estimated to be approximately
$[      ]. Total expenditures to date are approximately $[       ]. The
consortium will seek reimbursement from Beverly upon completion of the
solicitation of all expenses incurred in connection with the nomination of
the six nominees, the submission of our proposals and this solicitation.
Mr. Whitman does not intend to seek the approval of Beverly's stockholders
for that reimbursement.

APPRAISAL RIGHTS

     Beverly's stockholders do not have dissenter's rights of appraisal as
a result of this solicitation or the adoption of any of the proposals
included in this proxy statement.

DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING

     According to publicly available documents and under Rule 14a-8 of the
Exchange Act, stockholder proposals may be eligible for inclusion in
Beverly's 2006 proxy statement and form of proxy. To be included in the
2006 proxy statement and form of proxy, stockholder proposals must be
received by Beverly's Corporate Secretary not less than 120 calendar days
before the date Beverly's 2005 proxy statement is released to stockholders.
In addition, according to Beverly's advance notice bylaw, any stockholder
proposal to be presented from the floor at the 2006 annual meeting of the
stockholders must be received by the Corporate Secretary at least
seventy-five days before the meeting. According to Beverly's 2005 proxy
statement, Beverly currently expects that the 2006 annual meeting will be
held on April 20, 2006. If this is the date set by the Beverly board,
stockholder proposals to be presented from the floor will be due by
February 4, 2006.

                                               ARNOLD M. WHITMAN
Dated: March     , 2005





                                                                    ANNEX A

                    MISCELLANEOUS INFORMATION CONCERNING
                          THE INDEPENDENT NOMINEES


     The business address of each of the nominees is as follows:

Jeffrey A. Brodsky
Quest Turnaround Advisors, LLC
RiverView at Purchase
287 Bowman Avenue
Purchase, NY  10577

John J. Durso
Michael Best & Friedrich LLP
401 North Michigan Avenue
Suite 1900
Chicago, Illinois  60611

Philip L. Maslowe
12900 Brynwood
Palm Beach Gardens, Florida  33418

Charles M. Masson
Masson & Company, LLC
420 Lexington Avenue
Suite 2045
New York, New York  10170

Mohsin Y. Meghji
Loughlin Meghji + Company
148 Madison Avenue
New York, NY  10016

Guy Sansone
Alvarez & Marsal, Inc.
600 Lexington Avenue
New York, NY  10022

     Mr. Whitman believes that his six independent nominees, including any
independent nominee elected to fill a newly created directorship, if
elected, will exercise their independent judgment and fiduciary duties as
directors of Beverly. In that connection, the nominees have indicated that,
if elected, they will, subject to their fiduciary duties, be committed to
maximizing the value of your investment in Beverly by implementing a
process that would give due consideration to our proposal as well as any
other proposals Beverly may receive from us or others. Mr. Whitman and
certain of the persons listed on Annex B, who may be participants in the
solicitation, beneficially own shares of Beverly. To the extent that the
election of these nominees and the approval of Mr. Whitman's other
proposals may have an impact on the consummation of our proposed
transaction or any other transaction in which Beverly shares are acquired
by a third party, Mr. Whitman and the other participants in the
solicitation could be considered to have an interest in the matters to be
acted upon at the 2005 annual meeting.

     Except as set forth in this Annex A or the proxy statement to which
this is attached, to the knowledge of Mr. Whitman, there is no other
information regarding any of his nominees that is required to be disclosed
in a proxy statement filed pursuant to the proxy rules of the SEC.








                                                                    ANNEX B



       PERSONS WHO MAY BE PARTICIPANTS IN THE SOLICITATION OF PROXIES



     Set forth below are the names, principal business addresses and
principal occupations or employment of the persons who may assist Mr.
Whitman in the solicitation of proxies in connection with Beverly's 2005
annual meeting, and the name, principal business and address of any
corporation or other organization in which their employment is carried on.
Information with respect to Mr. Whitman's nominees is included in the
attached proxy statement and in Annex A thereto. To the extent any of these
individuals assists Mr. Whitman in the solicitation of proxies for the
annual meeting, these persons may be deemed "participants" as defined in
Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended. The fact that a person is listed below shall not be deemed an
admission that such person is a participant. To the extent that a
participant is a Beverly stockholder and/or an officer or equityholder of a
member of the consortium, such participant's interest in the matters to be
acted upon at the annual meeting rests in electing directors committed to
proceeding with a process that would give due consideration to our proposal
and any other proposals Beverly may receive from us or others.





            NAME                     PRINCIPAL OCCUPATION OR EMPLOYMENT             ADDRESS OF PRINCIPAL EMPLOYER
----------------------------- ---------------------------------------------- -----------------------------------------

                                                                       
Appaloosa Investment                           Hedge fund                    c/o Appaloosa Partners Inc., 26 Main
Limited Partnership I                                                        Street, 1st Floor, Chatham, New Jersey
(AILP)                                                                       07928
----------------------------- ---------------------------------------------- -----------------------------------------
Palomino Fund Ltd.                             Hedge fund                    c/o Appaloosa Partners Inc., 26 Main
(Palomino)                                                                   Street, 1st Floor, Chatham, New Jersey
                                                                             07928
----------------------------- ---------------------------------------------- -----------------------------------------
Appaloosa                        General partner of AILP and investment      c/o Appaloosa Partners Inc., 26 Main
                                           adviser to Palomino               Street, 1st Floor, Chatham, New Jersey
                                                                             07928
----------------------------- ---------------------------------------------- -----------------------------------------
Appaloosa Partners Inc.               General partner of Appaloosa           26 Main Street, 1st Floor, Chatham, New
(API)                                                                        Jersey 07928
----------------------------- ---------------------------------------------- -----------------------------------------
David Tepper                                President of API                 26 Main Street, 1st Floor, Chatham, New
                                                                             Jersey 07928
----------------------------- ---------------------------------------------- -----------------------------------------
Ronald Goldstein                   Vice President and Secretary of API       26 Main Street, 1st Floor, Chatham, New
                                                                             Jersey 07928
----------------------------- ---------------------------------------------- -----------------------------------------
Franklin                          Investment adviser registered with the     51 John F. Kennedy Parkway, Short
                                  SEC and investment adviser to certain      Hills, New Jersey 07078
                                     investment companies within the
                                    Franklin/Templeton Group of Funds
----------------------------- ---------------------------------------------- -----------------------------------------
Michael J. Embler               Senior Vice President of Franklin Mutual     51 John F. Kennedy Parkway, Short
                                                                             Hills, New Jersey 07078
----------------------------- ---------------------------------------------- -----------------------------------------
Northbrook NBV, LLC                   General investment activities          500 Skokie Boulevard, Suite 310,
(Northbrook)                                                                 Northbrook, Illinois 60062
----------------------------- ---------------------------------------------- -----------------------------------------
David Hokin                           Chief Strategist of DH2, Inc.          500 Skokie Boulevard, Suite 310,
                                                                             Northbrook, Illinois 60062
----------------------------- ---------------------------------------------- -----------------------------------------
Rob Rubin                            Managing Director of DH2, Inc.          500 Skokie Boulevard, Suite 310,
                                                                             Northbrook, Illinois 60062
----------------------------- ---------------------------------------------- -----------------------------------------
Robert Hartman                      Chairman of Nucare Services Corp         6633 N. Lincoln Avenue, Lincolnwood,
                                                                             Illinois 60712
----------------------------- ---------------------------------------------- -----------------------------------------
David Reis                     Managing Member of Senior Care Development,   19 Post Road East, Westport,
                                                   LLC                       Connecticut 06880
----------------------------- ---------------------------------------------- -----------------------------------------
Baylor Enterprises, LLC                 Holds selected securities            c/o Formation Capital, LLC, 1035 Powers
                                                                             Place, Alpharetta, Georgia 30004
----------------------------- ---------------------------------------------- -----------------------------------------
Arnold M. Whitman                Chief Executive Officer, Treasurer and      1035 Powers Place, Alpharetta, Georgia
                                        Co-Chairman of Formation             30004
----------------------------- ---------------------------------------------- -----------------------------------------
Steve Fishman                            President of Formation              1035 Powers Place, Alpharetta, Georgia
                                                                             30004
----------------------------- ---------------------------------------------- -----------------------------------------
Formation                          Investing in the senior housing and       1035 Powers Place, Alpharetta, Georgia
                                         long-term care industry             30004
----------------------------- ---------------------------------------------- -----------------------------------------
Eureka                                   Financial advisory firm             21 East 40th St, Suite 1300
                                                                             NY, NY 10016
----------------------------- ---------------------------------------------- -----------------------------------------
Stephen A. Greene                      Managing Director of Eureka           21 East 40th St, Suite 1300
                                                                             NY, NY 10016
----------------------------- ---------------------------------------------- -----------------------------------------
Mark Hyman                             Managing Director of Eureka           21 East 40th St, Suite 1300
                                                                             NY, NY 10016
----------------------------- ---------------------------------------------- -----------------------------------------
Leslie Feldman                        Executive Director of Eureka           21 East 40th St, Suite 1300
                                                                             NY, NY 10016
----------------------------- ---------------------------------------------- -----------------------------------------




INTERESTS OF POTENTIAL PARTICIPANTS

     Information regarding the interests of the potential participants
described above that is required to be disclosed under the rules of the SEC
is set forth in Schedules I, II and III.









                                 Schedule I

               Beneficial Ownership of Potential Participants
                          in Beverly Common Stock

     The following table sets forth the amount of each class of securities
of Beverly which each of the potential participants listed above in this
Annex B owns beneficially, directly or indirectly:

              NAME                 CLASS OF SECURITY    NUMBER OF SHARES
--------------------------------- -------------------- -----------------
  Appaloosa Investment Limited        Common Stock        1,873,122
         Partnership I
--------------------------------- -------------------- -----------------
       Palomino Fund Ltd.             Common Stock        1,641,178
--------------------------------- -------------------- -----------------
           Appaloosa                  Common Stock        3,514,300
--------------------------------- -------------------- -----------------
    Appaloosa Partners Inc.           Common Stock        3,514,300
--------------------------------- -------------------- -----------------
          David Tepper                Common Stock        3,514,300
--------------------------------- -------------------- -----------------
        Franklin Mutual               Common Stock        3,508,900
--------------------------------- -------------------- -----------------
      Northbrook NBV, LLC             Common Stock        1,487,200
--------------------------------- -------------------- -----------------
          David Hokin                 Common Stock        1,487,200
--------------------------------- -------------------- -----------------
           Rob Rubin                  Common Stock        1,487,200
--------------------------------- -------------------- -----------------
         Robert Hartman               Common Stock        1,487,200
--------------------------------- -------------------- -----------------
           David Reis                 Common Stock         200,000
--------------------------------- -------------------- -----------------
     Baylor Enterprises LLC           Common Stock         21,900
--------------------------------- -------------------- -----------------
       Arnold M. Whitman              Common Stock       26,600 [1]
--------------------------------- -------------------- -----------------

1 Includes 100 shares of Beverly Common Stock held of record by Mr. Whitman.







                                Schedule II



       Transactions in Beverly Common Stock Since February 18, 2003+



     The following table contains a summary description of all purchases
and sales of the common stock of Beverly effected within the past two years
by the potential participants set forth above in this Annex B:


                                 DATE OF             AMOUNT OF      BUY/SELL
                               TRANSACTION             SHARES
Appaloosa Investment
Limited Partnership I         October 4, 2004          54,899          Buy
                              October 5, 2004          37,310          Buy
                              October 6, 2004          26,330          Buy
                              October 6, 2004          79,950          Buy
                              October 7, 2004          14,018          Buy
                              October 8, 2004          51,914          Buy
                              October 11, 2004         42,640          Buy
                              October 12, 2004        106,600          Buy
                              October 13, 2004         87,945          Buy
                              October 14, 2004         30,594          Buy
                              October 15, 2004         26,597          Buy
                              October 18, 2004        103,935          Buy
                              October 19, 2004         20,094          Buy
                              October 26, 2004         27,343          Buy
                              October 26, 2004          2,665          Buy
                              October 27, 2004         46,371          Buy
                              October 27, 2004          5,330          Buy
                              October 27, 2004          7,462         Sell
                              October 28, 2004        136,555          Buy
                              October 28, 2004         15,777          Buy
                              October 29, 2004         45,305          Buy
                              November 1, 2004         39,975          Buy
                              November 1, 2004          1,759         Sell
                              January 7, 2005          73,074          Buy
                              January 13, 2005         68,224          Buy
                              January 14, 2005         87,945          Buy
                              January 18, 2005        213,200          Buy
                              January 19, 2005        213,200          Buy
                              January 20, 2005        139,433          Buy
                              January 21, 2005         39,229          Buy
                              January 24, 2005         45,891          Buy

Palomino Fund Ltd.            October 4, 2004          48,101          Buy
                              October 5, 2004          32,690          Buy
                              October 6, 2004          23,070          Buy
                              October 6, 2004          70,050          Buy
                              October 7, 2004          12,282          Buy
                              October 8, 2004          45,486          Buy
                              October 11, 2004         37,360          Buy
                              October 12, 2004         93,400          Buy
                              October 13, 2004         77,055          Buy
                              October 14, 2004         26,806          Buy
                              October 15, 2004         23,303          Buy
                              October 18, 2004         91,065          Buy
                              October 19, 2004         17,606          Buy
                              October 26, 2004         23,957          Buy
                              October 26, 2004          2,335          Buy
                              October 27, 2004         40,629          Buy
                              October 27, 2004          4,670          Buy
                              October 27, 2004          6,538         Sell
                              October 28, 2004        119,645          Buy
                              October 28, 2004         13,823          Buy
                              October 29, 2004         39,695          Buy
                              November 1, 2004         35,025          Buy
                              November 1, 2004          1,541         Sell
                              January 7, 2005          64,026          Buy
                              January 13, 2005         59,776          Buy
                              January 14, 2005         77,055          Buy
                              January 18, 2005        186,800          Buy
                              January 19, 2005        186,800          Buy
                              January 20, 2005        122,167          Buy
                              January 21, 2005         34,371          Buy
                              January 24, 2005         40,209          Buy

Appaloosa                     October 4, 2004         103,000          Buy
                              October 5, 2004          70,000          Buy
                              October 6, 2004          49,400          Buy
                              October 6, 2004         150,000          Buy
                              October 7, 2004          26,300          Buy
                              October 8, 2004          97,400          Buy
                              October 11, 2004         80,000          Buy
                              October 12, 2004        200,000          Buy
                              October 13, 2004        165,000          Buy
                              October 14, 2004         57,400          Buy
                              October 15, 2004         49,900          Buy
                              October 18, 2004        195,000          Buy
                              October 19, 2004         37,700          Buy
                              October 26, 2004         51,300          Buy
                              October 26, 2004          5,000          Buy
                              October 27, 2004         87,000          Buy
                              October 27, 2004         10,000          Buy
                              October 27, 2004         14,000         Sell
                              October 28, 2004        256,200          Buy
                              October 28, 2004         29,600          Buy
                              October 29, 2004         85,000          Buy
                              November 1, 2004         75,000          Buy
                              November 1, 2004          3,300         Sell
                              January 7, 2005         137,100          Buy
                              January 13, 2005        128,000          Buy
                              January 14, 2005        165,000          Buy
                              January 18, 2005        400,000          Buy
                              January 19, 2005        400,000          Buy
                              January 20, 2005        261,600          Buy
                              January 21, 2005         73,600          Buy
                              January 24, 2005         86,100          Buy

Appaloosa Partners Inc.       October 4, 2004         103,000          Buy
                              October 5, 2004          70,000          Buy
                              October 6, 2004          49,400          Buy
                              October 6, 2004         150,000          Buy
                              October 7, 2004          26,300          Buy
                              October 8, 2004          97,400          Buy
                              October 11, 2004         80,000          Buy
                              October 12, 2004        200,000          Buy
                              October 13, 2004        165,000          Buy
                              October 14, 2004         57,400          Buy
                              October 15, 2004         49,900          Buy
                              October 18, 2004        195,000          Buy
                              October 19, 2004         37,700          Buy
                              October 26, 2004         51,300          Buy
                              October 26, 2004          5,000          Buy
                              October 27, 2004         87,000          Buy
                              October 27, 2004         10,000          Buy
                              October 27, 2004         14,000         Sell
                              October 28, 2004        256,200          Buy
                              October 28, 2004         29,600          Buy
                              October 29, 2004         85,000          Buy
                              November 1, 2004         75,000          Buy
                              November 1, 2004          3,300         Sell
                              January 7, 2005         137,100          Buy
                              January 13, 2005        128,000          Buy
                              January 14, 2005        165,000          Buy
                              January 18, 2005        400,000          Buy
                              January 19, 2005        400,000          Buy
                              January 20, 2005        261,600          Buy
                              January 21, 2005         73,600          Buy
                              January 24, 2005         86,100          Buy

David Tepper                  October 4, 2004         103,000          Buy
                              October 5, 2004          70,000          Buy
                              October 6, 2004          49,400          Buy
                              October 6, 2004         150,000          Buy
                              October 7, 2004          26,300          Buy
                              October 8, 2004          97,400          Buy
                              October 11, 2004         80,000          Buy
                              October 12, 2004        200,000          Buy
                              October 13, 2004        165,000          Buy
                              October 14, 2004         57,400          Buy
                              October 15, 2004         49,900          Buy
                              October 18, 2004        195,000          Buy
                              October 19, 2004         37,700          Buy
                              October 26, 2004         51,300          Buy
                              October 26, 2004          5,000          Buy
                              October 27, 2004         87,000          Buy
                              October 27, 2004         10,000          Buy
                              October 27, 2004         14,000         Sell
                              October 28, 2004        256,200          Buy
                              October 28, 2004         29,600          Buy
                              October 29, 2004         85,000          Buy
                              November 1, 2004         75,000          Buy
                              November 1, 2004          3,300         Sell
                              January 7, 2005         137,100          Buy
                              January 13, 2005        128,000          Buy
                              January 14, 2005        165,000          Buy
                              January 18, 2005        400,000          Buy
                              January 19, 2005        400,000          Buy
                              January 20, 2005        261,600          Buy
                              January 21, 2005         73,600          Buy
                              January 24, 2005         86,100          Buy

Franklin Mutual               October 26, 2004        240,000          Buy
                              October 27, 2004        134,800          Buy
                              October 28, 2004         18,900          Buy
                              October 28, 2004        150,000          Buy
                              October 28, 2004        420,800          Buy
                              October 29, 2004        190,400          Buy
                              November 1, 2004        639,700          Buy
                              November 2, 2004        200,000          Buy
                              January 13, 2005        128,000          Buy
                              January 14, 2005        165,000          Buy
                              January 18, 2005        400,000          Buy
                              January 19, 2005        400,000          Buy
                              January 20, 2005        261,600          Buy
                              January 21, 2005         73,600          Buy
                              January 24, 2005         86,100          Buy

Northbrook NBV LLC
("Northbrook")
Note [1]                      October 6, 2004             500          Buy
Note [1]                      October 8, 2004          31,600          Buy
Note [1]                      October 11, 2004         57,400          Buy
Note [1]                      October 13, 2004          5,000          Buy
Note [1]                      October 14, 2004         59,500          Buy
Note [1]                      October 15, 2004          6,000          Buy
Note [1]                      October 19, 2004        140,000          Buy
Note [1]                      October 20, 2004        117,300          Buy
Note [1]                      October 21, 2004          1,000          Buy
Note [1]                      October 22, 2004          5,700          Buy
Note [1]                      October 25, 2004         18,300          Buy
Note [1]                      October 26, 2004         20,000          Buy
Note [1]                      October 27, 2004         27,700          Buy
Note [1]                      October 29, 2004         60,500         Sell
Note [1]                      November 1, 2004          4,500         Sell
Note [1]                      November 2, 2004        118,500          Buy
Note [1]                      November 3, 2004          1,000          Buy
Note [1]                      November 4, 2004          2,000          Buy
Note [1]                      November 4, 2004          2,000         Sell
Note [1]                      November 8, 2004         44,500         Sell
Note [1]                      November 9, 2004        100,000          Buy
Note [1]                      November 11, 2004       100,000          Buy
Note [1]                      November 11, 2004           400         Sell
Note [1]                      November 12, 2004         4,600         Sell
Note [1]                      November 17, 2004         5,400          Buy
Note [1]                      November 18, 2004        14,600          Buy
Note [1]                      November 22, 2004         7,800          Buy
Note [1]                      November 23, 2004         7,200          Buy
Note [1]                      December 1, 2004          2,000         Sell
Note [6]                      December 1, 2004            300[2]      Sell
Note [1]                      December 2, 2004         17,000         Sell
Note [1]                      December 3, 2004         10,000          Buy
Note [1]                      December 6, 2004         14,000          Buy
Note [1]                      December 7, 2004         15,000          Buy
Note [6]                      December 8, 2004          3,000[2]      Sell
Note [6]                      December 9, 2004          1,000[2]      Sell
Note [6]                      December 10, 2004         1,000[2]      Sell
Note [6]                      December 13, 2004         1,000[2]      Sell
Note [6]                      December 15, 2004         1,000[2]      Sell
Note [1]                      December 17, 2004         1,000         Sell
Note [6]                      December 17, 2004         1,000[2]      Sell
Note [1]                      December 20, 2004         1,000          Buy
Note [6]                      December 20, 2004           300[2]      Sell
Note [6]                      December 21, 2004         1,000[2]      Sell
Note [1]                      January 12, 2005          5,000         Sell
Note [1]                      January 13, 2005          5,000          Buy
Northbrook [3]                January 13, 2005        750,000          Buy
Notes[1], [3]                 January 13, 2005        750,000         Sell
Northbrook                    January 13, 2005         64,000          Buy
Northbrook                    January 14, 2005         82,500          Buy
Northbrook                    January 18, 2005        200,000          Buy
Northbrook                    January 19, 2005        200,000          Buy
Note [6]                      January 19, 2005          1,000[2]      Sell
Northbrook                    January 20, 2005        130,800          Buy
Note [7]                      January 20, 2005         10,600[2]       Buy
Northbrook [7]                January 20, 2005         10,600[2]      Sell
Northbrook                    January 21, 2005         10,600[2]       Buy
Northbrook                    January 21, 2005         36,800          Buy
Northbrook                    January 24, 2005         23,100          Buy

David Reis                    May 13, 2003            295,400         Sold
                              May 13, 2003              4,600         Sold
                              May 14, 2003              5,000         Sold
                              May 14, 2003              1,000         Sold
                              May 14, 2003              1,000         Sold
                              May 14, 2003              1,000         Sold
                              May 14, 2003              1,500         Sold
                              May 14, 2003              5,000         Sold
                              May 14, 2003             10,000         Sold
                              May 14, 2003              5,000         Sold
                              May 14, 2003              5,000         Sold
                              May 14, 2003              2,500         Sold
                              May 14, 2003             10,000         Sold
                              May 14, 2003              2,800         Sold
                              May 14, 2003                500         Sold
                              May 14, 2003              9,400         Sold
                              May 14, 2003              3,300         Sold
                              May 14, 2003              6,700         Sold
                              May 14, 2003              5,000         Sold
                              May 14, 2003              3,300         Sold
                              May 14, 2003             10,000         Sold
                              May 14, 2003             10,000         Sold
                              May 14, 2003              2,000         Sold
                              May 14, 2003              2,000         Sold
                              May 14, 2003              2,000         Sold
                              May 14, 2003                500         Sold
                              May 14, 2003              4,400         Sold
                              May 14, 2003                300         Sold
                              May 14, 2003                700         Sold
                              May 14, 2003              1,400         Sold
                              May 14, 2003              5,000         Sold
                              May 14, 2003              6,100         Sold
                              May 14, 2003              1,500         Sold
                              May 14, 2003              1,000         Sold
                              May 15, 2003              3,600         Sold
                              May 15, 2003              1,400         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003                100         Sold
                              May 15, 2003             28,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003                600         Sold
                              May 15, 2003                200         Sold
                              May 15, 2003                100         Sold
                              May 15, 2003                900         Sold
                              May 15, 2003              1,300         Sold
                              May 15, 2003              2,500         Sold
                              May 15, 2003              4,800         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003              6,200         Sold
                              May 15, 2003              2,500         Sold
                              May 15, 2003              1,400         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003              9,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003                100         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003                800         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003              1,000         Sold
                              May 15, 2003              1,500         Sold
                              May 15, 2003              2,000         Sold
                              May 15, 2003              2,500         Sold
                              May 15, 2003              2,500         Sold
                              May 15, 2003              2,500         Sold
                              May 15, 2003              2,500         Sold
                              May 15, 2003              4,000         Sold
                              May 15, 2003              4,000         Sold
                              May 15, 2003              4,100         Sold
                              May 15, 2003              3,600         Sold
                              May 15, 2003              1,400         Sold
                              May 15, 2003              5,000         Sold
                              May 15, 2003              3,600         Sold
                              May 15, 2003              4,400         Sold
                              May 16, 2003                400         Sold
                              May 16, 2003              3,100         Sold
                              May 16, 2003                900         Sold
                              May 16, 2003              5,600         Sold
                              October 18, 2004         10,000          Buy
                              October 18, 2004         15,000          Buy
                              October 18, 2004         15,000          Buy
                              October 18, 2004         15,000          Buy
                              October 18, 2004         15,000          Buy
                              October 19, 2004         50,000          Buy
                              October 19, 2004         15,000          Buy
                              October 28, 2004          5,000          Buy
                              October 28, 2004          5,000          Buy
                              October 28, 2004          5,000          Buy
                              November 1, 2004         10,000          Buy
                              November 1, 2004         10,000          Buy
                              November 1, 2004          5,000          Buy
                              November 5, 2004         10,000          Buy
                              November 5, 2004         10,000          Buy
                              January 4, 2005           2,500          Buy
                              January 4, 2005           2,500          Buy
                              January 21, 2005         20,000[4]       Buy
                              February 11, 2005        20,000[4]      Sell

Baylor Enterprises LLC        May 14, 2003              4,500         Sold
                              May 14, 2003              3,521         Sold
                              May 14, 2003                579         Sold
                              May 28, 2003              1,600         Sold
                              May 28, 2003              3,400         Sold
                              May 30, 2003                579         Sold
                              May 30, 2003              3,400         Sold
                              May 30, 2003              1,021         Sold
                              June 2, 2003              2,400         Sold
                              June 2, 2003              1,600         Sold
                              June 2, 2003                800         Sold
                              June 2, 2003                200         Sold
                              June 2, 2003              1,000         Sold
                              June 2, 2003              4,000         Sold
                              June 5, 2003              2,000         Sold
                              June 5, 2003              1,000         Sold
                              June 5, 2003              3,000         Sold
                              June 5, 2003              5,000         Sold
                              June 5, 2003              5,000         Sold
                              June 5, 2003              3,500         Sold
                              October 18, 2004          5,000          Buy
                              October 18, 2004          1,200          Buy
                              October 19, 2004          5,000          Buy
                              October 19, 2004          1,200          Buy
                              October 25, 2004          2,600          Buy
                              October 25, 2004          1,000          Buy
                              October 25, 2004          2,400          Buy
                              November 10, 2004           900          Buy
                              November 10, 2004           700          Buy
                              November 10, 2004           200          Buy
                              November 10, 2004         4,800          Buy
                              November 10, 2004         3,400          Buy
                              November 15, 2004         5,000         Sold
                              November 15, 2004         1,200         Sold
                              November 15, 2004         5,000         Sold
                              November 15, 2004         1,200         Sold
                              November 15, 2004         2,600         Sold
                              November 17, 2004         1,000         Sold
                              November 17, 2004         2,400         Sold
                              November 17, 2004           900         Sold
                              November 17, 2004           700         Sold
                              November 17, 2004           200         Sold
                              November 17, 2004         4,800         Sold
                              November 18, 2004         3,400         Sold
                              December 20, 2004        22,000          Buy
                              February 1, 2005            100     Transfer [5]

Arnold M. Whitman             December 20, 2004         1,100          Buy
                              December 20, 2004         3,400          Buy
                              January 28, 2005            100          Buy
                              February 1, 2005            100     Transfer [5]


-------------------------------
Notes:

+ No part of the purchase price or market value of any of the shares
specified in this Schedule II to Annex B is represented by funds borrowed
or otherwise obtained for the purpose of acquiring or holding such
securities.

[1]  An entity controlled by Messrs. Hokin and Rubin effected this
     transaction. Each of the Beverly shares purchased by this entity was
     sold to Northbrook on January 13, 2005 in a private transaction at a
     price of $8.60 per share. See Note 3.

[2]  Consists of a transaction in respect of July 2005 call options
     exercisable for Beverly shares at a strike price of $10.00.

[3]  Northbrook acquired these Beverly shares in a private transaction from
     an entity managed by Messrs. Hokin and Rubin. See Note 1.

[4]  Consists of a transaction in respect of April 2005 Call Options
     exercisable for Beverly shares at a strike price of $10.00.

[5]  These shares were transferred from Baylor to Arnold M. Whitman.

[6]  The entity controlled by Messrs. Hokin and Rubin as referenced in Note
     1 effected this transaction.

[7]  Northbrook sold these call options in a private transaction to the
     entity controlled by Messrs. Hokin and Rubin as referenced in Note 1.











                                Schedule III



                                Transactions



     The following describes certain transactions required to be disclosed
under the rules of the SEC:

     1. Appaloosa, Eureka, Formation and Franklin Mutual are parties to a
term sheet, dated as of December 14, 2004, setting forth terms on which
they would work together to effect a transaction pursuant to which they
would acquire, through a newly formed acquisition entity, either (x) no
less than 80% of the outstanding Beverly shares or (y) Beverly's real
estate assets and nursing facilities operations. Pursuant to this term
sheet, Appaloosa, Franklin Mutual and Formation have agreed that, in
connection with a transaction with Beverly on terms acceptable to them,
they would make an aggregate cash equity contribution of $375 million to
the newly formed acquisition entity, consisting of $150 million from
Appaloosa, $175 million from Franklin Mutual and $50 million from
Formation. Before completion of a transaction with Beverly, each party
would contribute to the acquisition entity all shares of Beverly it then
owns. Each party's share contributions would serve to reduce the amount of
its required cash equity contribution based on a value of those shares
reflecting the price paid with respect to each Beverly share in the
transaction.

     Under the term sheet, if a transaction with Beverly is completed,
after Appaloosa, Franklin Mutual and Formation have received a return equal
to their initial equity investment plus 10%, Formation and Eureka will be
entitled to receive 13.5% and 2.5%, respectively, of any additional returns
generated by the acquisition entity. After Appaloosa, Franklin Mutual and
Formation have received an additional 40% return on their initial equity
investment, Formation and Eureka will be entitled to receive 18.375% and
6.625% of any further return generated by the acquisition entity. Formation
or its designee will also be entitled to an annual asset management fee of
$15,000 per facility of Beverly held by the acquisition entity plus
reasonable reimbursement of third party expenses less $500,000.

     Under the term sheet, if the transaction with Beverly is completed,
Formation will receive as a financial advisory fee 37.5%, and Eureka will
receive as a financial advisory fee 50%, of the lesser of $8.2 million or
0.5% of the total consideration paid in the transaction. Each of Formation
and Eureka will be required to pay to invest at least 50% of their
financial advisory fee in the acquisition entity.

     2. In January 2002, an affiliate of Beverly sold to an affiliate of
Formation 49 skilled nursing facilities and four assisted living centers in
Florida for an aggregate amount equal to $165 million in cash (the "Sale").
In connection with the Sale, 4F Funding, Inc., an affiliate of Beverly ("4F
Funding"), financed the purchase of a pool of ten of those facilities and
assisted living centers by Formation Properties I, LLC (as successor to
Formation Properties II, LLC), an affiliate of Formation, in exchange for
Formation Properties I, LLC's issuing a note to 4F Funding for a principal
amount of $12.5 million, as secured by the underlying properties. In the
refinancing of the debt incurred in connection with the Sale, Formation
Properties I, LLC paid off its note to 4F Funding for approximately
$13,895,455.01 (including interest, fees and legal expenses) on July 30,
2004.

     3. AEGIS Therapies, Inc., a wholly-owned subsidiary of Beverly
("AEGIS"), has contracted for a period of one year beginning on March 1,
2004 to provide physical, occupational and speech therapy services to
residents of California Gardens Corp. (d/b/a California Gardens Nursing and
Rehabilitation Center) and Chevy Chase Corp. (d/b/a Chevy Chase Nursing and
Rehabilitation Center), as well as provide consultations on rehabilitative
programs (the "Services Agreement"). California Gardens Corp. is 57.482%
owned by Mr. Robert Hartman and 25.00% owned by a trust, of which Mr. Rob
Rubin is a trustee and certain family members of Mr. David Hokin are
beneficiaries (the "Trust"). Chevy Chase Corp. is 60.75% owned by Mr.
Robert Hartman and 25.00% owned by the Trust. In addition, Mr. Hartman is a
director and President, and Mr. Hokin is Treasurer, of each of California
Gardens Corp. and Chevy Chase Corp. Under the Services Agreement (which is
expected to be renewed upon its expiration), AEGIS received $380,755 and
$252,231 in 2004, and is expected to receive $500,000 and $350,000 to
$400,000 in 2005 (assuming renewal of the agreement upon substantially
similar terms), from California Gardens Corp. and Chevy Chase Corp.,
respectively.







                                                                    ANNEX C
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT OF BEVERLY

     The following information is based solely upon Mr. Whitman's review of
Beverly's publicly available filings with the SEC. The following table sets
forth certain information with respect to the beneficial ownership of
Beverly's common stock by (i) each person reported by Beverly to own, or
who has reported to own, beneficially more than 5% of the outstanding
shares of Beverly's common stock ("Principal Stockholder"), (ii) each
director of Beverly, (iii) each executive officer named in the Summary
Compensation Table in Beverly's proxy statement for the 2005 annual
meeting, and (iv) all directors and executive officers of Beverly as a
group included in Beverly's proxy statement for the 2005 annual meeting.
Unless otherwise indicated, each stockholder has sole voting and investment
power with respect to the shares shown. Unless otherwise indicated, the
information in this table was derived from Beverly's 2005 proxy statement.




     DIRECTORS, NAMED EXECUTIVE OFFICERS AND PRINCIPAL                       SHARES OF COMMON STOCK
                       STOCKHOLDERS                                           BENEFICIALLY OWNED(1)

                                                                        NUMBER                PERCENTAGE OWNERSHIP
------------------------------------------------------------ ------------------------------ -------------------------
NAMED EXECUTIVE OFFICERS
------------------------------------------------------------
                                                                                               
Douglas J. Babb (2), (3)                                                542,801                        *
David R. Devereaux (2), (3), (4), (5)                                   362,552                        *
William R. Floyd (also a director) (2), (3)                            2,010,880                     1.85%
Jeffrey P. Freimark (2), (3), (4)                                       435,056                        *
Cindy H. Susienka (2), (3), (5)                                         331,702                        *
------------------------------------------------------------
DIRECTORS (WHO ARE NOT ALSO NAMED EXECUTIVE OFFICERS)
------------------------------------------------------------
Melanie Creagan Dreher, Ph.D, RN, FAAN (2)                              12,662                         *
John D. Fowler, Jr. (2)                                                 97,677                         *
John P. Howe III, M.D. (2)                                              75,352                         *
James W. McLane (2)                                                     71,950                         *
Ivan R. Sabel (2), (3)                                                  26,675                         *
Donald L. Seeley (2)                                                    62,218                         *
Marilyn R. Seymann, Ph.D. (2)                                           94,943                         *
------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (24                    5,430,825                     4.99%
PERSONS) (3), (4), (5)
------------------------------------------------------------
PRINCIPAL STOCKHOLDERS
------------------------------------------------------------
Strong Capital Management, Inc.                                        6,253,247                     5.80%
   100 Heritage Reserve
   Menomonee Falls, WI  53051
Barclays Global Investors, N.A.                                        5,402,927                     5.03%
   45 Fremont St.
   San Francisco, CA  94105
Members of the Consortium and Assisting Stockholders (19               8,737,000                      8.1%
persons):
------------------------------------------------------------
   Appaloosa Investment Limited Partnership I (6), (7)                 1,873,122                      1.7%
   Palomino Fund Ltd. (6)                                              1,641,178                      1.5%
     c/o Trident Trust Company (Cayman) Ltd.
     1 Capital Place, P.O. Box 847
     Grand Cayman, Cayman Islands
   Appaloosa Management L.P. (6), (7)                                  3,514,300                      3.2%
   Appaloosa Partners Inc. (6), (7)                                    3,514,300                      3.2%
   David A. Tepper (6), (7)                                            3,514,300                      3.2%
   Franklin Mutual Advisers, LLC                                       3,508,900                      3.2%
     51 John F. Kennedy Parkway
     Short Hills, NJ  07078
   Northbrook NBV, LLC (6), (8)                                        1,487,200                      1.4%
   David Hokin (6), (8)                                                1,487,200                      1.4%
   Rob Rubin (6), (8)                                                  1,487,200                      1.4%
   Robert Hartman (6), (9)                                             1,487,200                      1.4%
   David Reis (10)                                                      200,000                        *
     c/o Senior Care Development, LLC
     19 Post Road East
     Westport, CT  06880
   Baylor Enterprises LLC (6), (11)                                     21,900                         *
   Arnold M. Whitman (11), (12)                                         26,600                         *


* Less than 1.0%.

(1)  The percentage of ownership indicated is based on the shares of Common
     Stock reported by Beverly outstanding as of the record date, March 7,
     2005, together with applicable options for such stockholder, and
     includes the total shares of Beverly common stock reserved for
     distribution under the Non-Employee Director Deferred Compensation
     Plan. Beneficial ownership is determined in accordance with the rules
     of the SEC and includes voting or investment power with respect to
     such shares. Shares subject to options exercisable on March 7, 2005 or
     within 60 days thereafter are deemed outstanding for computing the
     percentage ownership of the person holding such options.
(2)  Unless otherwise noted, the address of each person is One Thousand
     Beverly Way, Fort Smith, Arkansas 72919.
(3)  Includes the following number of shares issuable upon exercise of
     options that were exercisable on or within 60 days after March 7,
     2005: Mr. Babb (359,900); Mr. Devereaux (242,830); Mr. Floyd
     (1,350,000); Mr. Freimark (262,500); Ms. Susienka (212,925); Mr.
     Fowler (25,667); Dr. Howe (32,083); Mr. McLane (34,968); Mr. Sabel
     (2,750); Mr. Seeley (23,833); Dr. Seymann (56,625); and all directors
     and executive officers as a group (3,195,381).
(4)  Includes shares of Beverly Common Stock owned by family members, but
     does not include 119,772 shares, and options exercisable for an
     additional 131,419 shares, transferred by Mr. Devereaux in early
     February 2005 pursuant to a domestic relations order.
(5)  Includes the following number of shares purchased under the Employee
     Stock Purchase Plan: Mr. Devereaux (823); Ms. Susienka (685); and all
     directors and officers as a group (12,569).
(6)  Exercises shared voting and shared dispositive power over these shares
     of Beverly Common Stock.
(7)  The address is c/o Appaloosa Partners Inc., 26 Main Street, 1st Floor,
     Chatham, New Jersey 07928.
(8)  The address is 500 Skokie Boulevard, Suite 310, Northbrook, Illinois
     60062.
(9)  The address is 6633 N. Lincoln Avenue, Lincolnwood, Illinois 60712.
(10) Exercises sole voting and sole dispositive power over 75,000 of these
     shares of Beverly Common Stock and shared voting and shared
     dispositive power over 125,000 shares of Beverly Common Stock. These
     125,000 shares of Beverly Common Stock are held by six trusts, of whom
     Mr. David Reis serves as trustee, as follows: 1995 David Reis Family
     Trust (10,000), 1995 Donna Reis Family Trust (25,000), Aaron Reis
     Spray Trust (20,000), Anna Reis Spray Trust (22,500), Alexander Reis
     Spray Trust (22,500) and David Reis Family Trust (25,000).
(11) The address is c/o Formation Capital, LLC, 1035 Powers Place,
     Alpharetta, GA 30004.
(12) Exercises shared voting and shared dispositive power over 21,900 of
     these shares of Beverly Common Stock and sole voting and sole
     dispositive power over 4,700 shares of Beverly Common Stock.











                                                                    ANNEX D
                EXCERPT FROM BEVERLY'S 2005 PROXY STATEMENT
              REGARDING COMPENSATION OF NON-EMPLOYEE DIRECTORS

"In 2004, non-employee directors, as a group, received $366,605 in cash,
$256,100 credited as deferred share units, which until May 20, 2004,
included a 25% BEI match, and $18,562 credited as deferred cash units. This
compensation was paid based on the following:





                             CATEGORY                               PARTICIPATION FEES(D)
------------------------------------------------------------------- ---------------------

                                                                  
Annual retainer fee                                                  $          35,000
Additional annual retainer fee for Chairperson of Audit and
Compliance Committee and Nominating and Compensation
Committee (June-December)(a)                                         $          15,000
Additional annual retainer fee for Chairperson of Finance
Committee and Quality Committee (June-December)(a)                   $          10,000
Attendance at Board or Committee meetings (January-May)              $       1,000/500(e)
Attendance at Board meeting (June-December)                          $       1,500/750(e)
Attendance at Committee meeting (June-December)                      $       1,250/625(e)
Attendance at Committee meeting -- Chairperson (January-May)(b)      $       1,000/500(e)
Expense reimbursement                                                 Out of pocket costs

                        RESTRICTED SHARES(C)                        VALUE AT TIME OF GRANT
------------------------------------------------------------------- ----------------------

15,385 shares                                                        $         120,000
------------------------------------------------------------------- ----------------------


(a)   The respective Chairpersons were paid a prorated amount of the annual
      retainer fee in 2004.

(b)   The Committee Chairperson received this amount in addition to the
      amount received for attendance at Committee meetings generally. This
      per meeting fee was replaced in June 2004 by the annual retainer fee
      referred to in footnote (a).

(c)   In accordance with the Non-Employee Directors' Stock Option Plan,
      non-employee directors receive annual restricted shares grant equal
      to $120,000, as determined based on the closing share price on the
      date of the Board meeting held in conjunction with the Annual
      Meeting. Dr. Dreher received 11,688 shares, pro rated from August
      when she joined the Board. Directors may choose to defer the grant of
      all or a portion of these shares. Deferred restricted shares are
      designated as phantom stock units. Each phantom stock unit has an
      initial value equivalent to one share of BEI common stock and
      directly tracks the increase or decrease in value of BEI's common
      stock. Distributions will be made in shares of BEI common stock, and
      will start upon retirement, termination, death or disability and can
      be made, at the director's option, in a lump sum or over a period of
      two to 10 years.

(d)   In accordance with the Non-Employee Director Deferred Compensation
      Plan, non-employee directors are permitted to defer all or a portion
      of their cash compensation. Deferred compensation is designated as
      phantom stock units, cash units or a combination of both. Each
      phantom stock unit has an initial value equivalent to one share of
      BEI common stock and directly tracks the increase or decrease in
      value of BEI's common stock. Cash units accrue interest at the prime
      rate, as determined by a major New York bank, on the first business
      day of the year. All of the deferred cash in 2004 constituted
      interest earned on cash deferred in previous years. Distributions
      will be made in shares of BEI common stock, and will start upon
      retirement, termination, death or disability and can be made, at the
      director's option, in a lump sum or over a period of two to 10 years.

(e)   If two amounts are shown, the first amount represents the
      participation fee if the non-employee director attended the
      applicable meeting in the manner in which attendance was requested,
      while the second amount represents attendance in any other manner."








                                                           PRELIMINARY COPY
                                                      SUBJECT TO COMPLETION
                                                        DATED MARCH 9, 2005

                                                                     [BLUE]

           THIS PROXY IS SOLICITED ON BEHALF OF ARNOLD M. WHITMAN
                                 FOR USE AT
                 THE 2005 ANNUAL MEETING OF STOCKHOLDERS OF
                         BEVERLY ENTERPRISES, INC.

THIS IS NOT A SOLICITATION ON BEHALF, OR IN SUPPORT OF, THE BOARD OF
DIRECTORS OF BEVERLY ENTERPRISES, INC. (THE "COMPANY"). The undersigned
hereby appoints Arnold M. Whitman, Daniel H. Burch and Lawrence E. Dennedy,
and each or any of them, proxies and attorneys-in-fact, with full power of
substitution, on behalf of and in the name of the undersigned, and
authorizes them to represent and vote, as designated, all of the shares of
common stock of the Company held of record by the undersigned that the
undersigned would be entitled to vote if personally present on the matters
set below, at the 2005 Annual Meeting of the stockholders of the Company,
to be held at 10:00 a.m. (CDT), at the Company's Corporate Center, located
at 1000 Beverly Way, Fort Smith, Arkansas, on April 21, 2005, and at any
adjournments, postponements, reschedulings or continuations thereof, and
with discretionary authority as to any other matters that may properly come
before the 2005 Annual Meeting, including substitute nominees if any of the
named nominees for director should be unavailable to serve for election, in
accordance with and as described in Arnold M. Whitman's proxy statement.

THIS PROXY WILL BE VOTED AS DIRECTED. IF YOU VALIDLY EXECUTE AND RETURN
THIS CARD WITHOUT INDICATING YOUR VOTE ON ONE OR MORE OF THE FOLLOWING
PROPOSALS, YOU WILL BE DEEMED TO HAVE VOTED AS FOLLOWS WITH RESPECT TO ANY
SUCH PROPOSALS: FOR ALL NOMINEES FOR DIRECTOR IN PROPOSAL 3, FOR EACH OF
PROPOSALS 1, 2 AND 4 SET FORTH ON THE REVERSE SIDE OF THIS CARD, AND
ABSTAIN FROM VOTING WITH RESPECT TO PROPOSAL 5. THIS PROXY CARD REVOKES ALL
PRIOR PROXIES GIVEN BY THE UNDERSIGNED WITH RESPECT TO ALL MATTERS COVERED
HEREBY.

              YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
             PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY FORM
                  IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

              [continued and to be signed on the reverse side]






                                DETACH HERE

[X] Please mark votes as in this example.



    ARNOLD M. WHITMAN RECOMMENDS A VOTE FOR HIS PROPOSALS 1, 2, 3 AND 4.
       MR. WHITMAN HAS NO RECOMMENDATION WITH RESPECT TO PROPOSAL 5.

------------------------------------------------------------ ------------------------------------------------------------
                                                          
1. To amend the Company's bylaws to fix the number
   of directors constituting the entire Board                [  ] For     [  ] Against     [  ] Abstain
   of Directors at eight (8).
------------------------------------------------------------ ------------------------------------------------------------


------------------------------------------------------------ ------------------------------------------------------------
2. To repeal each provision of or amendment to the           [  ] For     [  ] Against     [  ] Abstain
   Company's bylaws (other than provisions and
   amendments added or effected pursuant to
   Proposal 1) adopted after May 29, 1997.
------------------------------------------------------------ ------------------------------------------------------------


------------------------------------------------------------ ------------------------------------------------------------
3. To elect each of Jeffrey A. Brodsky, John J.               [  ] For All Candidates  [ ] Withheld from All Candidates
   Durso, Philip L. Maslowe, Charles M. Masson, Mohsin Y.
   Meghji and Guy Sansone to the Company's Board of           To withhold authority to vote for one or more of the
   Directors, in lieu of any persons                          nominees, check the "For All Candidates" box above and
   who may be nominated by the  Company's incumbent           write the candidate(s') name(s) in the space below.
   Board of Directors or any other person.                    _______________________________
                                                              For all nominees except those written above
------------------------------------------------------------ ------------------------------------------------------------


------------------------------------------------------------ ------------------------------------------------------------
4. To require that action be taken at the 2005               [  ] For     [  ] Against     [  ] Abstain
   Annual Meeting on proposals 1 through 3
   above in the sequence indicated and before
   any other business is conducted.
------------------------------------------------------------ ------------------------------------------------------------


------------------------------------------------------------ ------------------------------------------------------------
5. To ratify the appointment of Ernst & Young LLP as         [  ] For     [  ] Against     [  ] Abstain
   Abstain the Company's independent registered
   public accounting firm for 2005
------------------------------------------------------------ ------------------------------------------------------------


TO ENSURE YOUR REPRESENTATION AT THE 2005 ANNUAL MEETING, PLEASE MARK, SIGN
        AND DATE THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE.

Please sign exactly as your name appears on this proxy. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
corporate officer, stating his or her title. If a partnership, please sign
in partnership name by authorized person. The undersigned hereby revokes
all proxies heretofore given by the undersigned to vote at the 2005 Annual
Meeting of the Company and any adjournment, postponement, continuation or
rescheduling thereof, and hereby grants the proxies named on the front of
this card the authority to vote in their discretion upon such other
business as may properly come before the 2005 Annual Meeting or any
adjournment, postponement, continuation or rescheduling thereof.

Signature:_____________  Date:_______  Signature:_____________ Date :_______
Title:    _____________                Title:    _____________