1 ================================================================================ 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): APRIL 1, 1999 BIRMAN MANAGED CARE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 333-11957 52-1884092 -------- --------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) OF INCORPORATION) 1025 HIGHWAY 111 SOUTH, COOKVILLE, TENNESSEE 38501 - -------------------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (931) 372-7800 NOT APPLICABLE -------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT ================================================================================ 2 Item 4. Changes in Registrant's Certifying Accountant. On March 26, 1999, Deloitte & Touche LLP ("Deloitte") resigned from its position as the independent auditors of Birman Managed Care, Inc., a Delaware corporation (the "Company"). Deloitte's reports on the Company's financial statements for the past one year did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's most recent fiscal year and the interim periods ending September 30, 1998 and December 31, 1998, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreements in connection with their reports. The Company is aware of no such disagreements with Deloitte for the current period. During these periods, there were no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The Company requested that Deloitte furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter dated April 1, 1999 is filed as Exhibit 16.2 to this Form 8-K. Item 7. Exhibits. 16.2 Letter from Deloitte & Touche LLP dated April 1, 1999 on Change in Certified Accountant. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. April 1, 1999 BIRMAN MANAGED CARE, INC. /s/ DAVID N. BIRMAN ----------------------------------------- David N. Birman Chairman of the Board, President and Chief Executive Officer April 1, 1999 /s/ SUE D. BIRMAN ----------------------------------------- Sue D. Birman Executive Vice President (Principal Accounting Officer)