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): JUNE 3, 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 2. DISPOSITION OF ASSETS On June 3, 1999, Birman Managed Care, Inc., a Delaware corporation ("Birman") sold substantially all of the assets of Hughes & Associates, Inc., a Tennessee corporation ("Hughes"), which is a wholly-owned subsidiary of Birman Managed Care, Inc. to current management of Hughes for approximately $400,000 in cash and secured debt. Birman expects to report a one-time gain on sale of approximately $90,000 in the current fiscal quarter. This completes Birman's divestiture of all of its HMO related operations. 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. June 10, 1999 BIRMAN MANAGED CARE, INC. /s/ DAVID N. BIRMAN, M.D. ----------------------------------------- David N. Birman, M.D. Chairman of the Board, President and Chief Executive Officer June 10, 1999 /s/ SUE D. BIRMAN ----------------------------------------- Sue D. Birman Executive Vice President (Principal Accounting Officer)