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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
BEVERLY ENTERPRISES, INC.
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(Name of Registrant as Specified in its Charter)
ARNOLD M. WHITMAN
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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.
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FOR IMMEDIATE RELEASE
CONTACTS: MEDIA:
Jim Barron/Debbie Miller
Citigate Sard Verbinnen
(212) 687-8080
INVESTORS & ANALYSTS:
Daniel Burch 212-929-5748
Larry Dennedy 212-929-5239
Bob Marese 212-929-5405
MacKenzie Partners, Inc.
FORMATION CAPITAL SAYS ARKANSAS LEGISLATURE'S LONG TERM HEALTH CARE BILL IS
THINLY DISGUISED ENTRENCHMENT VEHICLE FOR BEVERLY BOARD AND MANAGEMENT
SAYS BILL DOES NOT PROTECT PATIENTS; BELIEVES BILL WOULD VIOLATE FEDERAL AND
STATE LAW
ALPHARETTA, GA, MARCH 10, 2005 - Formation Capital, LLC and its associates
Appaloosa Management L.P. and Franklin Mutual Advisers, LLC today issued
the following statement in response to the "Long Term Care Resident
Protection Act of 2005" introduced in Arkansas's House of Representatives:
"While we agree with the purported goal of protecting long term care
residents, this bill does nothing to advance that goal. Instead, it is a
thinly disguised vehicle designed to further entrench the management and
board at Beverly with no regard as to the interest and will of the
Company's owners - its shareholders. Furthermore, we believe the bill would
violate Federal and State law."
Formation has a proven track record in healthcare. Formation has focused on
the healthcare industry, providing equity to the senior housing and
long-term care industry, since its founding in 1999. Formation believes
that creating value can only happen when high quality patient care comes
first. Currently, Formation 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 bought from Beverly
Enterprises (NYSE: BEV) in Florida in 2002. At the facilities purchased
from Beverly in 2002, patient care metrics improved after the transaction.
IMPORTANT INFORMATION
On February 18, 2005, Arnold Whitman filed a preliminary proxy statement
with the SEC for the solicitation of the stockholders of Beverly
Enterprises in connection with the Company's 2005 annual meeting of
stockholders. Security holders of Beverly Enterprises are urged to read the
preliminary proxy statement (and, when it becomes available, the definitive
proxy statement) and any other proxy solicitation materials filed by Mr.
Whitman because they contain (or will contain) important information. Mr.
Whitman and certain other persons may be deemed to be "participants in the
solicitation" (as defined in Instruction 3 to Item 4 of Schedule 14A of the
Securities and Exchange Act of 1934, as amended) of the stockholders of
Beverly Enterprises in connection with the Company's 2005 annual meeting of
stockholders. A list of these persons and a description of their interests
in the solicitation is included in the preliminary proxy statement.
Investors may obtain a free copy of the preliminary proxy statement (and,
when it becomes available, the definitive proxy statement) and other
documents filed by Mr. Whitman with the SEC at the SEC's website at
www.sec.gov. Investors will also be able to obtain a free copy of the
preliminary proxy statement (and, when it becomes available, the definitive
proxy statement) and these other documents by contacting MacKenzie
Partners, Inc., the proxy solicitor retained in connection with the
solicitation, at (212) 929-5500 (call collect) or (800) 322-2885 (call
toll-free) or by email at proxy@mackenziepartners.com.
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