Exhibit 99.5
Information Concerning Participants in the Solicitation
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, Beverly Enterprises, Inc. (“BEI”), its directors, executive officers and certain other officers named below may be deemed to be participants in the solicitation of proxies for BEI’s 2005 annual meeting of stockholders. Other officers of BEI who may be deemed to be participants in the solicitation of proxies in connection with the annual meeting have not been determined as of the date of this filing. The number of shares of BEI common stock, phantom stock units and options to acquire shares of BEI common stock beneficially owned by each of these persons as of February 9, 2005 is listed next to his or her name.
Executive Officers and Certain Other Officers
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| Name of Executive Officer | | BEI Common Shares | | Stock Options |
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| William R. Floyd, Chairman of the Board, President and Chief Executive Officer | | 660,880, including 467,322 shares of restricted stock | | | 1,500,000 | |
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| Douglas J. Babb, Executive Vice President, Chief Administrative and Legal Officer | | 182,901, including 135,171 shares of restricted stock | | | 422,400 | |
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| David R. Devereaux, Chief Operating Officer – Nursing Facilities | | 239,444, including 138,377 shares of restricted stock | | | 409,875 | |
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| Jeffrey P. Freimark, Executive Vice President, Chief Financial and Information Officer | | 172,556, including 138,376 shares of restricted stock | | | 300,000 | |
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| Cindy H. Susienka, President, AEGIS Therapies, Inc. and HomeCare | | 118,777, including 89,358 shares of restricted stock | | | 238,700 | |
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| James M. Griffith, Senior Vice President Investor Relations and Corporate Communications | | 193,577, including 54,670 shares of restricted stock | | | 156,600 | |
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Directors who are not Executive Officers
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| Name of Director | | BEI Common Shares | | Stock Options | | Phantom Stock Units |
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| Melanie Creagan Dreher | | | — | | | | — | | | | 12,412 | |
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| John D. Fowler, Jr. | | | 5,000 | | | | 25,667 | | | | 67,010 | |
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| John P. Howe, III, M.D. | | | — | | | | 32,083 | | | | 42,873 | |
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| James W. McLane | | 15,385, all of which are shares of restricted stock | | | 34,968 | | | | 21,597 | |
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| Ivan R. Sabel | | | — | | | | 2,750 | | | | 23,164 | |
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| Donald L. Seely | | 38,385, including 15,385 shares of restricted stock | | | 23,833 | | | | — | |
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| Marilyn R. Seymann, Ph.D. | | 16,385, including 15,385 shares of restricted stock | | | 56,625 | | | | 21,933 | |
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The restricted stock and some of the stock options and phantom stock units described above are unvested as of the date hereof. These options, phantom stock units and any restricted stock described above may vest upon the occurrence of a change of control of BEI.
BEI is also a party to employment agreements with its executive officers under which the executive officers may be entitled to receive compensation and other payments upon certain events, including upon the occurrence of specific events following a change of control of BEI. A description of the employment agreements and other interests of BEI’s executive officers and directors is set forth in the proxy statement for BEI’s 2004 annual meeting of stockholders filed with the SEC on March 9, 2004 and will also be contained in BEI’s proxy statement for the 2005 annual meeting of stockholders, when it becomes available. These and other relevant documents are and will be available for free at www.sec.gov. You may also obtain a free copy of these and other relevant documents and BEI’s proxy statement for the 2005 annual meeting of stockholders, when it becomes available, by writing to Beverly Enterprises at One Thousand 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”.
