| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
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Washington, D.C. 20549 | ||
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FORM 8-K | ||
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CURRENT REPORT | ||
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PURSUANT TO SECTION 13 or 15(d) OF THE | ||
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SECURITIES EXCHANGE ACT OF 1934 | ||
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Date of Report (Date of earliest event reported): June 15, 2004 (June 9, 2004) | ||
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National HealthCare Corporation | ||
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(Exact name of Registrant as specified in its charter) | ||
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Delaware |
333-37185 |
52-2057472 |
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(State of Incorporation) |
(Commission File No.) |
(IRS Employer |
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Identification Number) | ||
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100 Vine Street |
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Murfreesboro, TN 37130 |
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(Address of principal executive offices, including zip code) | ||
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(615) 890-2020 |
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(Registrant's telephone number, including area code) | ||
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Not Applicable |
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(Former name or former address, if changed since last report) | ||
Item 4. Change in Registrant's Certifying Accountants
On June 9, 2004, Ernst & Young LLP advised the registrant, National HealthCare Corporation (the "Company"), that such firm will resign as the Company's auditors upon completion of its review of the interim financial information for the second quarter of 2004 and filing of the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2004.
The reports of Ernst & Young LLP on the Company's financial statements for the past two fiscal years 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.
Because the resignation of Ernst & Young LLP did not involve any disagreement with the Company, the Company's Audit Committee was not required to take any action regarding the resignation, other than to commence a search for a new auditing firm.
During the Company's most recent two fiscal years and from January 1, 2004 through June 9, 2004, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in connection with its report.
During the Company's most recent two fiscal years and from January 1, 2004 through June 9, 2004, there were no "reportable events" as such term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided a copy of this Report to Ernst & Young LLP and requested that Ernst & Young LLP furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by the Company in response to this item and, if not, stating the respects in which it does not agree. A copy of that letter is filed as Exhibit 16 to this Report.
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 hereunto duly authorized.
| National HealthCare Corporation | |
| By: /s/ Robert G. Adams | |
| Name: Robert G. Adams | |
| Title: President | |
| By: /s/ Donald K. Daniel | |
| Name: Donald K. Daniel | |
| Title: Principal Accounting Officer | |
| Date: June 15, 2004 |
Exhibit Index
| Number | Exhibit |
| 16 | Letter to Securities and Exchange Commission |
| 99 | Press release dated June 15, 2004 |
EXHIBIT 16
June 15, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 15, 2004, of National HealthCare Corporation and are in agreement with the statements contained in the first, second, fourth, fifth and sixth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
EXHIBIT 99
For Release: June 15, 2004
Contact: Gerald Coggin, Senior V.P. Corporate Relations
Phone: (615) 890-2020, ext. 1221
NHC Announces the Resignation of Ernst & Young LLP
Murfreesboro, Tenn - National HealthCare Corporation (AMEX: NHC), one of the nation's oldest long-term health care companies, today announced the resignation of Ernst & Young LLP as the Company's auditors effective upon completion of its review of the interim financial information for the second quarter of 2004 and filing of the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2004.
The reports of Ernst & Young LLP on the Company's financial statements for the past two fiscal years 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 two fiscal years and from January 1, 2004 through June 9, 2004, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in connection with its report.
The Company's Audit Committee has commenced a search for a new auditing firm.
NHC operates for itself and third parties 76 long-term health care centers with 9,332 beds. NHC also operates 32 homecare programs, six independent living centers and assisted living centers at 19 locations. NHC's other services include managed care specialty medial units, Alzheimer's units and a rehabilitation services company. Additional information about NHC including the Company's Form 10-K annual report and press releases is available on our web site at www.nhccare.com.
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