Beverly Enterprises Announces Amendment To Merger Agreement With North American Senior Care

Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) today
announced an amendment to its merger agreement with North American
Senior Care (NASC), Inc., under which NASC will be granted an
extension of time to meet certain financing commitments. In exchange
for the extension of time, NASC has agreed to pay BEI $3 million as an
additional initial good faith deposit, which increases the total
initial good faith deposit to $10 million. Under the amendment, NASC
is obligated to deliver the full $60 million good faith deposit on an
unconditional basis and to provide the unconditional $350 million
equity commitment by November 18, 2005.
   Also under the amendment, certain customary limitations on BEI's
ability to consider and explore other strategic alternatives have been
temporarily suspended until such time that BEI receives the full $60
million good faith deposit and updated debt commitment letters and a
solvency opinion meeting the requirements of the amended agreement.
   The Board stressed that, as it moves forward in consultation with
its independent financial and legal advisors, it will continue to act
in accordance with its overarching commitment to maximizing value for
BEI's shareholders.

   IMPORTANT INFORMATION

   In connection with the merger with North American Senior Care,
Inc. ("NASC"), Beverly Enterprises, Inc. ("BEI") will file a proxy
statement and other materials with the Securities and Exchange
Commission. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
ARE URGED TO READ THE PROXY STATEMENT AND THESE MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. BEI
and its officers and directors may be deemed to be participants in the
solicitation of proxies with respect to any proposed transaction.
Information regarding such individuals is included in the Company's
proxy statements and Annual Reports on Form 10K previously filed with
the Securities and Exchange Commission and will be included in the
proxy statement relating to the proposed transaction when it becomes
available. You may obtain BEI's proxy statement, when it becomes
available, any amendments or supplements to the proxy statement and
other relevant documents free of charge at www.sec.gov. You may also
obtain a free copy of BEI's proxy statement, when it becomes
available, any amendments and supplements to the proxy statement and
other relevant documents by writing to BEI at 1000 Beverly Way, Fort
Smith, Arkansas 72919, Attn: Investor Relations or at
www.beverlycorp.com under the tab "Investor Information" and then
under the heading "SEC Filings".

   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 North American 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, our results of operations, financial condition and
cash flows may be adversely impacted by the recently concluded auction
process and the announcement of the proposed transaction with North
American Senior Care, which may impact our ability to attract and
retain customers, management and employees. We have incurred and will
continue to incur significant advisory fees and other expenses
relating to the auction process and the transaction with North
American Senior Care. 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.