| SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K | ||
CURRENT REPORT | ||
Pursuant to Section 13 or 15(d) of the | ||
Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest event reported): July 2, 2002 (July 1, 2002) | ||
National HealthCare Corporation | ||
(Exact name of Registrant as specified in its charter) | ||
Delaware | 333-37185 | 52-2057472 |
(State of Incorporation) | (Commission File No.) | (IRS Employer |
Identification Number) | ||
100 Vine Street | ||
Murfreesboro, TN 37130 | ||
(Address of principal executive offices, including zip code) | ||
(615) 890-2020 | ||
(Registrant's telephone number, including area code) | ||
Not Applicable | ||
(Former name or former address, if changed since last report) | ||
National HealthCare Corporation | ||
Report on Form 8-K | ||
July 2, 2002 | ||
TABLE OF CONTENTS | ||
| Item 4. | Changes to Registrant's Certifying Accountants | 3 |
| Item 7. | Financial Statements, Pro Forma Financial Information and Exhibits | 4 |
| Signature | 4 | |
| Exhibit 16.1 | 5 | |
| Exhibit 99.9 | 6 | |
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral statements, including statements contained in this report which may constitute forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934 (the "Exchange Act"). The words "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate", and similar expressions are intended to identify such forward-looking statements, but other statements may constitute forward-looking statements. These statements should be considered subject to various risks and uncertainties. Such forward-looking statements are made based upon management's belief as well as assumptions made by, and information currently available to, management pursuant to "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from the results anticipated in forward-looking statements due to a variety of factors, including governmental monetary and fiscal policies, deposit levels, loan demand, loan collateral values, securities portfolio values, interest rate risk management, the effects of competition in the banking business from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market funds and other financial institutions operating in the Company's market area and elsewhere, including institutions operating through the Internet, changes in governmental regulation relating to the banking industry, including regulations relating to branching and acquisitions, failure of assumptions underlying the establishment of reserves for loan losses, including the value of collateral underlying delinquent loans and other factors. The Company cautions that such factors are not exclusive. The Company does not intend to update or reissue any forward-looking statements contained in this report as a result of new information or other circumstances that may become known to the Company.
Item 4. Changes to Registrant's Certifying Accountants
On July 1, 2002, the Board of Directors of National HealthCare Corporation ("NHC") determined to dismiss its independent accountants, Arthur Andersen LLP ("Andersen") and appointed Ernst & Young LLP ("EY") as its new independent accountants, effective immediately. The decision to change accountants was approved by NHC's Board of Directors upon the recommendation of its Audit Committee.
During the two year period ended December 31, 2001, and for the subsequent period through the date hereof, there were no disagreements between NHC and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Andersen's satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two year period ended December 31, 2001 and for the subsequent period through the date hereof.
The audit reports of Andersen on the consolidated financial statements of NHC and subsidiaries as of and for the two years in the period ended December 31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. A letter from Andersen is attached as Exhibit 16.1.
During NHC's two year period ended December 31, 2001, and the subsequent period through the date hereof, NHC did not consult with EY regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
| Number | Exhibit |
| 16.1 | Letter of Arthur Andersen LLP regarding change in certifying accountant |
| 99.9 | Press release dated July 2, 2002. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| National HealthCare Corporation | |
| By: /s/ Donald K. Daniel | |
| Name: Donald K. Daniel | |
| Title: Principal Accounting Officer | |
| Date: July 2, 2002 |
July 2, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sir/Madam:
We have read the 1st, 2nd, 3rd, and 4th paragraphs of Item 4 included in the Form 8-K dated July 2, 2002 of National HealthCare Corporation to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
cc: Donald K. Daniel
Vice President and Controller
For Release July 2, 2002
Contact: Gerald Coggin, V.P. of Investor Relations
Phone: (615) 890-2020
NHC Board approves Ernst & Young LLP
MURFREESBORO, Tenn. - National HealthCare Corporation (AMEX:NHC), a long-term health care company, announced today the dismissal of its independent accountants, Arthur Andersen LLP and the appointment of Ernst & Young LLP as its new independent accountants, effective immediately. The decision to change accountants was approved by NHC's Board of Directors upon the recommendation of its Audit Committee.
NHC operates for itself and third parties 82 long-term health care centers with 10,499 beds. NHC also operates 33 homecare programs, seven independent living centers and assisted living centers at 21 locations. NHC's other services include managed care specialty medical units, Alzheimer's units and a rehabilitation services company.
Additional information including NHC's most recent press releases may be contained on NHC's web site atwww.nhccare.com. The company trades on the American Stock Exchange with the symbol NHC.
Statements in this press release that are not historical facts are forward looking statements. NHC cautions investors that any forward looking statements made involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHC's best judgment as of the date of this release.
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