
<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   __________


                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                            Beverly Enterprises, Inc.
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             (Exact name of registrant as specified in its charter)

<TABLE>
  <S>                                                                                    <C>
                 Delaware                                                                     95-4100309     
- -------------------------------------------                                              --------------------
         (State of incorporation                                                            (IRS Employer
             or organization)                                                            Identification No.)


    5111 Rogers Avenue, Suite 40-A, Fort Smith, Arkansas                                        72919     
- ------------------------------------------------------------                               ---------------
         (Address of principal executive offices)                                             (Zip Code)
</TABLE>




Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
         <S>                                       <C>
         Title of each class                       Name of each exchange on which
         to be so registered                       each class is to be registered
         -------------------                       ------------------------------

         Common Stock Purchase Rights              New York Stock Exchange, Inc.
                                                   Pacific Stock Exchange
</TABLE>



Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)
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Item 1.  Description of Securities to be Registered.

         On September 29, 1994 the Board of Directors of Beverly Enterprises,
Inc. (the "Company") declared a dividend of one common stock purchase right
(the "Rights") for each share of common stock, $.10 par value per share (the
"Common Shares"), of the Company outstanding at the close of business on
November 2, 1994 (the "Record Date").  Each Right entitles the registered
holder thereof, after the Rights become exercisable and until September 28,
2004 (or the earlier redemption, exchange or termination of the Rights), to
purchase from the Company one Common Share at a price of $70 per share, subject
to certain antidilution adjustments (the "Purchase Price").  The Rights will be
represented by the Common Share certificates and will not be exercisable or
transferable apart from the Common Shares until the earlier to occur of (i) ten
(10) days following a public announcement that a Person or group of affiliated
or associated Persons has become an Acquiring Person (a Person or group of
affiliated or associated Persons who has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the Common Shares), or (ii) ten
(10) days after a Person or group commences, or announces an intention to
commence, a tender or exchange offer, the consummation of which would result in
the beneficial ownership by a Person or group of 15% or more of the Common
Shares (the earlier of (i) and (ii) being called the "Distribution Date,"
whether or not either such date occurs prior to the Record Date).  The Board of
Directors has the power, under certain circumstances, to postpone the
Distribution Date.  Separate certificates representing the Rights will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date.  The Rights will first become exercisable on the
Distribution Date, unless earlier redeemed or exchanged, and may then begin
trading separately from the Common Shares.  The Rights will at no time have any
voting rights.

         In the event that a Person becomes an Acquiring Person (except
pursuant to certain cash offers for all outstanding Common Shares approved by
the Board of Directors of the Company) or if the Company were the surviving
corporation in a merger with an Acquiring Person or any affiliate or associate
of an Acquiring Person and the Common Shares were not changed or exchanged,
each holder of a Right, other than Rights that are or were acquired or
beneficially owned by the Acquiring Person (which Rights will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the then current Purchase
Price of one Right.  In the event that, following the first date of public
announcement that a Person or group has become an Acquiring Person, the Company
were acquired in a merger or other business combination transaction or more
than 50% of its assets or earning power were sold, proper provision shall be
made so that each holder of a Right shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the then current
Purchase Price of one Right.

         At any time after a Person becomes an Acquiring Person and prior to
the acquisition by such Acquiring Person of 50% or more of the then outstanding
Common Shares, the Board of Directors may cause the Company to acquire the
Rights (other than Rights owned by an Acquiring Person which have become void),
in whole or in part, in exchange for that number of Common Shares having an
aggregate value equal to the Spread (the excess of the value of the Common
Shares issuable upon exercise of a Right after a Person becomes an Acquiring
Person over the Purchase Price) per Right (subject to adjustment).





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         The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the close of business on the tenth day following the first date of
public announcement that a Person or group has become an Acquiring Person.  The
Board of Directors has the power, under certain circumstances, to extend the
ten-day redemption period.  Under certain circumstances set forth in the Rights
Agreement, the decision to redeem or to lengthen or shorten the redemption
period shall require the concurrence of a majority of the Continuing Directors
(as defined below). Immediately upon the action of the Board of Directors of 
the Company electing to redeem the Rights, the Company shall make an 
announcement thereof, and upon such election, the right to exercise the Rights 
will terminate and the only right of the holders of Rights will be to receive 
the Redemption Price.

         The Rights will expire on September 28, 2004 (unless earlier redeemed
or exchanged).  The Bank of New York is the Rights Agent.

         The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights
or warrants to subscribe for or purchase Common Shares or convertible
securities at less than the current market price of the Common Shares or (iii)
upon the distribution to holders of the Common Shares of evidences of
indebtedness, securities or assets (excluding regular periodic cash dividends
at a rate not in excess of 125% of the rate of the last regular periodic cash
dividend theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net income
per share of the Company for the four quarters ended immediately prior to the
payment of such dividend, or dividends payable in Common Shares (which
dividends will be subject to the adjustment described in clause (i) above)) or
of subscription rights or warrants (other than those referred to above).

         No adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price.  No
fractional shares will be issued and in lieu thereof, a payment in cash will be
made based on the market price of the Common Shares on the last trading date
prior to the date of exercise.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.

         Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date.  After the
Distribution Date, the Company and the Rights Agent may amend or supplement the
Rights Agreement without the approval of any holders of Right Certificates to
cure any ambiguity, to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, to
shorten or lengthen any time period under the Rights Agreement (so long as,
under certain circumstances, a majority of Continuing Directors (as defined
below) approve such shortening or lengthening), or so long as the interests of
the holders of Right Certificates (other than an Acquiring Person or an
affiliate or associate of an Acquiring Person) are not adversely affected
thereby, to make any other provisions in regard to matters or questions arising
thereunder





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which the Company and the Rights Agent may deem necessary or desirable,
including but not limited to extending the Final Expiration Date.  The Company
may at any time prior to such time as any Person becomes an Acquiring Person
amend the Rights Agreement to lower the thresholds described above to not less
than the greater of (i) any percentage greater than the largest percentage of
the outstanding Common Shares then known by the Company to be beneficially
owned by any person or group of affiliated or associated persons and (ii) 10%.

         The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
any Person becomes an Acquiring Person, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors.  Continuing Directors do not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing.

         As of October 14, 1994, there were 85,576,361 Common Shares
outstanding and 8,407,081 shares were reserved for distribution under the
Company's various employee stock option and other benefit plans, 5,303,933
shares were reserved for issuance upon conversion of the Company's convertible
indebtedness and 11,252,813 shares were reserved for issuance upon conversion
of the Company's $2.75 Cumulative Convertible Exchangeable Preferred Stock.
One Right will be distributed to stockholders of the Company for each Common
Share owned of record by them on November 2, 1994.  As long as the Rights are
attached to the Common Shares, the Company will issue one Right with each new
Common Share so that all such shares will have attached Rights.  Approximately
110,540,188 Common Shares have been reserved for issuance upon exercise of the
Rights.

         The Rights will cause substantial dilution to a person or group that
acquires 15% or more of the Company's stock on terms not approved by the
Company's Board of Directors, except pursuant to an offer conditioned on a
substantial number of Rights being acquired.  The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors prior to ten days after the time that a Person or group has become an
Acquiring Person as the Rights may be redeemed by the Company at $.01 per Right
prior to such time.

         Certain provisions of the Company's Restated Certificate of
Incorporation and Amended Bylaws summarized below may be deemed to have
anti-takeover effects and may delay or defer a tender offer or takeover attempt
that a stockholder might consider to be in such stockholder's best interest.
Article XI of the Company's Restated Certificate of Incorporation requires,
under certain circumstances, an affirmative vote of 80% or more of the Voting
Stock of the Company on Business Combinations involving an Interested
Shareholder (each as defined below).  The Restated Certificate of Incorporation
defines an "Interested Shareholder" as a person (other than the Company or any
of its subsidiaries) who beneficially owns 10% or more of the stock of the
Company entitled to vote for the election of directors ("Voting Stock") and
certain defined Affiliates.  A "Business Combination" includes a merger,
consolidation, asset sale, liquidation, recapitalization and certain other
business transactions, including the issuance of stock of the Company.  The
Restated Certificate of Incorporation provides that all Business Combinations
involving an Interested Shareholder must be approved by the holders of 80% or
more of the Voting Stock, unless (i) the Interested Shareholder holds 80% or
more of the Voting Stock, (ii) the Business Combination is approved by a
majority of the Disinterested Directors (as defined below) or (iii) a minimum
price is received by all shareholders.





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         Pursuant to Article XI of the Company's Restated Certificate of
Incorporation, the members of the Board of Directors who were directors prior
to the time the Interested Shareholder became an Interested Shareholder, and
directors who were recommended for election by such directors ("Disinterested
Directors"), will determine by a majority vote the fair market value of the
consideration to be received or retained and whether the price meets a minimum
price criteria.  To meet the minimum price criteria, the shareholders must
receive consideration in or retain value per share after the transaction which
is not less than the highest price per share paid by the Interested Shareholder
in acquiring any shares of stock of the Company within the two-year period
prior to the Business Combination.  In addition, the Interested Shareholder
must not have received (other than proportionately as a shareholder) the
benefit of any financial assistance from the Company.  The provisions of
Article XI of the Company's Restated Certificate of Incorporation may have the
effect of delaying or deferring a tender offer or takeover attempt that is not
approved by a majority of the Disinterested Directors.

         In addition, the Company's Restated Certificate of Incorporation
authorizes the issuance of up to 25,000,000 shares of preferred stock, in one
or more series and with such rights, preferences, privileges and restrictions,
including voting rights, redemption provisions (including sinking fund
provisions), dividend rights, dividend rates, liquidation rates, liquidation
preferences and conversion rights, as the Board of Directors of the Company may
determine without further action by the holders of the Company's common stock.
As of October 14, 1994, 3,000,000 shares of the Company's preferred stock were
issued and outstanding.  The issuance of additional shares or series of
preferred stock under certain circumstances could have the effect of delaying a
change of control of the Company or other corporate action.  The Company's
Restated Certificate of Incorporation and Amended Bylaws provide that special
meetings of the stockholders of the Company may be called only by a majority of
the Board of Directors, the Chairman of the Board or the President of the
Company, and the Restated Certificate of Incorporation prohibits stockholder
action by written consent without a meeting.  Such provisions may have the
effect of delaying consideration of a stockholder proposal unless and until
either an annual or special meeting is held.

         The Rights Agreement, dated as of September 29, 1994, between the
Company and the Rights Agent specifying the terms of the Rights, the text of
the press release announcing the declaration of the Rights, and the form of a
letter to be sent to the holders of the Company's Common Stock, dated November
2, 1994, explaining the Rights, are attached hereto as exhibits and are
incorporated herein by reference.  The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.





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Item 2.          Exhibits.

         1.      Rights Agreement, dated as of September 29, 1994, between
                 Beverly Enterprises, Inc. and The Bank of New York, which
                 includes the form of Right Certificate as Exhibit A and the
                 Summary of Rights to Purchase Common Shares as Exhibit B.

         2.      Text of Press Release, dated September 30, 1994.

         3.      Form of Letter to the holders of Beverly Enterprises, Inc.
                 Common Stock, dated November 2, 1994.





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                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

Dated:  October 18, 1994
                                       BEVERLY ENTERPRISES, INC.


                                       By:  \s\ Robert W. Pommerville
                                          --------------------------------------
                                          Name:  Robert W. Pommerville
                                          Title: Senior Vice President,
                                                 General Counsel and Secretary





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                                 EXHIBIT INDEX

         1.      Rights Agreement, dated as of September 29, 1994, between
                 Beverly Enterprises, Inc., and The Bank of New York, which
                 includes the form of Right Certificate as Exhibit A and the
                 Summary of Rights to Purchase Common Shares as Exhibit B.

         2.      Text of Press Release dated September 30, 1994.

         3.      Form of Letter to the holders of Beverly Enterprises, Inc.
                 Common Stock dated November 2, 1994.





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