BEI Stockholders Approve Merger Agreement

Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) announced
that at a special meeting of the stockholders held today in Fort
Smith, Ark., its stockholders voted to adopt the merger agreement
providing for the acquisition of BEI by Pearl Senior Care, Inc., an
affiliate of Fillmore Capital Partners, LLC. Approximately 99.3
percent of stockholders voting in person or by proxy voted for
adoption of the merger agreement. The number of shares voting to adopt
the merger agreement represented approximately 76 percent of the
total number of shares outstanding and entitled to vote.
   The proposed merger is expected to be completed no later than
March 15, 2006, subject to the satisfaction or waiver of all the
closing conditions set forth in the merger agreement. Under the terms
of the merger agreement, BEI stockholders will receive $12.50 per
share in cash, without interest.
   BEI and its operating subsidiaries are leading providers of
healthcare services to the elderly in the United States. BEI, through
its subsidiaries, operates 342 skilled nursing facilities, as well as
18 assisted living centers, and 67 hospice/home care centers. Through
Aegis Therapies, Inc., BEI offers rehabilitative services on a
contract basis to nursing facilities operated by other care providers.

   FORWARD LOOKING STATEMENTS

   The statements in this document relating to matters that are not
historical facts are forward-looking statements based on management's
beliefs and assumptions using currently available information and
expectations as of the date hereof. Forward-looking statements are not
guarantees of future performance and involve certain risks and
uncertainties, including the risks and uncertainties detailed from
time to time in BEI's filings with the Securities and Exchange
Commission. In particular, statements regarding the consummation of
the merger with Pearl Senior Care are subject to risks that the
conditions to the transaction will not be satisfied, including the
risk that regulatory approvals will not be obtained.
   In addition, BEI's results of operations, financial condition and
cash flows may be adversely affected by the pendency of the proposed
merger, which may impact our ability to attract and retain customers,
management and employees. BEI has incurred and will continue to incur
significant advisory fees and other expenses relating to the proposed
merger. Although BEI believes that the expectations reflected in such
forward-looking statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct.
   BEI assumes no duty to publicly update or revise such statements,
whether as a result of new information, future events or otherwise.