Beverly Enterprises Announces Fulfillment of Merger Financing Commitments; Enters Into Amended Merger Agreement At $12.50 Per Sh

Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) today
announced that the financing commitments related to its previously
reported merger process have been fulfilled, including receipt of a
$350 million equity commitment and a $50 million letter of credit. The
company has entered into an amended merger agreement at a revised
all-cash price of $12.50 per share. Under the amended agreement,
Fillmore Strategic Investors, LLC, an affiliate of Fillmore Capital
Partners -- a private equity firm focused on investments principally
in the lodging and healthcare sectors -- will replace North American
Senior Care (NASC) and its affiliates as the acquiring entity. NASC is
no longer a party to the merger agreement.
   The amended agreement, which has been unanimously approved by the
BEI Board of Directors, provides for a total transaction value in
excess of $1.8 billion. Also under the terms of this agreement, and
consistent with the BEI Board's commitment to maximize value for
shareholders, the company has the right to actively solicit superior
merger proposals from other parties for a period ending December 12,
2005. During this time period, the company would not be required to
pay a break-up fee to Fillmore.
   In the course of Fillmore's becoming the lead investor in the
merger, there were additional negotiations on terms and conditions
that resulted in the revised price. These terms and conditions include
BEI's receiving the right to consider additional bids from other
parties, as well as the posting by Fillmore of the additional $50
million letter of credit, thereby increasing the initial good faith
deposit paid to BEI to a total of $60 million.
   In addition, Fillmore has provided a commitment for $350 million
in equity financing for the transaction. The previous debt commitments
totaling $1.875 billion remain in place.

   About Fillmore Capital Partners

   Fillmore Capital Partners, LLC ("FCP") is a private equity firm
serving institutional investors and high net worth individuals with
structured investments principally in the lodging and healthcare
sectors.
   Since forming FCP, the company has originated a subordinated debt
portfolio approaching $1 billion in outstanding loans and will exceed
$1 billion in new investment originations in 2005. Most notable large
transactions in 2005 include: the corporate financing of Wyndham
International Inc., a $150 million subordinated CMBS debt investment;
and Healthcare I, a $100 million subordinated CMBS debt investment.

   IMPORTANT INFORMATION

   In connection with the merger with Pearl Senior Care, Inc., an
acquisition vehicle for FCP, 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
10-K 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 Pearl Senior Care, Inc. 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 auction process and the
announcement of the proposed transaction with Pearl 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 proposed transaction. 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.