8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 6, 2014 (November 6, 2014)

____________________________

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware (State or other jurisdiction of incorporation)	001-13489 (Commission File Number)	52-2057472 (I.R.S. Employer Identification No.)
100 Vine Street Murfreesboro, Tennessee (Address of Principal Executive Offices)		37130 (Zip Code)

Registrant’s telephone number, including area code:  (615) 890-2020

Not Applicable

(Former name or former address, if changed since last report)

__________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

EXPLANATORY NOTE

This Form 8-K/A is filed as an amendment (the "Amendment") to the Current Report on Form 8-K filed by National HealthCare Corporation ("NHC") on November 6, 2014 (the "Current Report").  This Amendment is being filed solely for the purpose of correcting errors in the press release furnished as Exhibit 99.1 to the Current Report announcing September 30, 2014 earnings (the "Press Release") that occurred upon the document conversion to EDGAR.  The actual Press Release issued by NHC was correct.  The corrected Press Release is attached as Exhibit 99.1 to this Amendment.  

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

National HealthCare Corporation (“NHC”) issued a press release on November 6, 2014 announcing its September 30, 2014 earnings.  The entire press release is attached as Exhibit 99.1 and is incorporated by reference herein.

ITEM 8.01.

OTHER EVENTS.

NHC issued a press release on November 6, 2014 announcing its preferred and common dividends.  The entire press release is attached as Exhibit 99.2 and is incorporated by reference herein.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.	Description of Exhibit
99.1	Copy of press release issued on November 6, 2014 by National HealthCare Corporation announcing September 30, 2014 earnings
99.2	Copy of press release issued on November 6, 2014 by National HealthCare Corporation announcing preferred and common dividends

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.

Date:

November 6, 2014

NATIONAL HEALTHCARE CORPORATION

By:  /s/ Donald K. Daniel

Name: Donald K. Daniel

Title:   Senior VP/Controller

            Principal Accounting Officer

EX-99

Exhibit 99.1

For release:  November 6, 2014

Contact: Gerald Coggin, Sr. VP of Corporate Relations

Phone: (615) 890-2020

NHC Reports Third Quarter Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC, NHC.PRA), the nation's oldest publicly traded senior health care company, today announced net income available to common shareholders for the quarter ended September 30, 2014 of $10,662,000 compared to $17,710,000 for the quarter ended September 30, 2013.  Financial results for the third quarter of 2014 compared to the prior year period were negatively impacted by a decrease in non-operating income.  Excluding the decrease in non-operating income along with the 2013 third quarter events involving the recovery of notes receivable and the settlement of a legal dispute (approximately $6,534,000 of income after income taxes), net income available to common shareholders for the quarter ended September 30, 2014 would have increased $572,000 compared to the prior year period, which is a 5.1% increase.  

Revenues for the three months ended September 30, 2014 totaled $218,223,000 compared to $195,772,000 for the same three months of 2013, an increase of 11.5%.  Net income was $0.77 per common share basic for the quarter ended September 30, 2014 compared to $1.28 per common share basic for the quarter ended September 30, 2013.

About NHC

NHC affiliates operate for themselves and third parties 73 long-term health care centers with 9,410 beds.  NHC affiliates also operate 37 homecare programs, five independent living centers and 18 assisted living communities.  NHC’s other services include Alzheimer’s units, long-term care pharmacies, hospice, a rehabilitation services company, and providing management and accounting services to third parties. Other information about the company can be found on our web site at www.nhccare.com.  

Forward-Looking Statements

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. The risks and uncertainties are detailed from time to time in reports filed by NHC with the S.E.C., including Forms 8-K, 10-Q and 10-K, and include, among others, the following:  liabilities and other claims asserted against us and patient care liabilities, as well as the resolution of current litigation; availability of insurance and assets for indemnification; national and local economic conditions; including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, the ability of third parties for whom we have guaranteed debt to refinance certain short term debt obligations; and other factors referenced or incorporated by reference in the S.E.C. filings.  The risks included here are not exhaustive.  All forward-looking statements represent NHC’s best judgment as of the date of this release.

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Page 2
Consolidated Statements of Income
(in thousands, except share and per share amounts)
				Three Months Ended		Nine Months Ended
				September 30		September 30
				2014	2013	2014	2013
Revenues:				(unaudited)		(unaudited)
	Net patient revenues			$  207,772	$   182,966	$  613,173	$  539,797
	Other revenues			10,451	12,806	32,136	42,364
			Net operating revenues	218,223	195,772	645,309	582,161
Costs and Expenses:
	Salaries, wages and benefits			128,938	113,739	374,277	330,160
	Other operating			55,365	45,752	166,803	148,891
	Facility rent			9,913	9,889	29,712	29,627
	Depreciation and amortization			8,639	7,045	25,144	20,973
	Interest			632	82	1,566	248
			Total costs and expenses	203,487	176,507	597,502	529,899
Income Before Non-Operating Income				14,736	19,265	47,807	52,262
Non-Operating Income				3,937	11,171	12,790	24,421
Income Before Income Taxes				18,673	30,436	60,597	76,683
Income Tax Provision				(5,844)	(10,559)	(22,028)	(28,659)
Net Income				12,829	19,877	38,569	48,024
Dividends to Preferred Stockholders				(2,167)	(2,167)	(6,502)	(6,503)
Net Income Available to Common Stockholders				$    10,662	$     17,710	$    32,067	$    41,521
Earnings Per Common Share
	Basic			$        0.77	$        1.28	$        2.32	$        3.00
	Diluted			$        0.75	$         1.19	$        2.25	$        2.88
Weighted average common shares outstanding
	Basic			13,805,430	13,820,449	13,838,891	13,832,706
	Diluted			14,236,512	16,686,915	14,230,031	16,701,491
Dividends declared per common share				$        0.34	$         0.32	$        1.00	$        2.88
		Balance Sheet Data
		(in thousands)		Sept. 30	Dec. 31
				2014	2013
		Cash and marketable securities		$  185,446	$   186,714
		Restricted cash and marketable securities		167,079	155,932
		Current assets		298,836	299,666
		Property and equipment, net		507,413	456,798
		Total assets		1,043,002	984,358
		Current liabilities		166,343	167,760
		Long-term debt		10,000	10,000
		Stockholders' equity		710,117	688,112
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Page 3
Selected Operating Statistics
(unaudited)
	Three Months Ended		Nine Months Ended
	September 30		September 30
	2014	2013	2014	2013
Per Diems:
Medicare	$    436.72	$ 430.55	$  434.14	$  427.32
Managed Care	$    400.17	$ 406.76	$  398.61	$  406.13
Medicaid	$    168.01	$ 164.35	$  168.58	$  164.28
Private Pay and Other	$    211.41	$ 209.01	$  211.50	$  202.21
Patient Days:
Medicare	120,729	118,627	371,501	360,566
Managed Care	49,454	37,384	140,558	108,187
Medicaid	317,753	275,596	931,954	790,482
Private Pay and Other	181,661	154,329	521,394	445,766
	669,597	585,936	1,965,407	1,705,001
Average Per Diem	$    245.38	$ 245.47	$  246.61	$  245.17

EX-99

Exhibit 99.2

For release:  November 6, 2014

Contact: Gerald Coggin, Senior VP of Corporate Relations

Phone: (615) 890-2020

NHC Announces Common Dividend and Preferred Dividend

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC, NHC.PRA), the nation’s oldest publicly traded long-term health care company, announced today that it will pay a quarterly dividend of 34 cents per common share to shareholders of record on December 31, 2014 and payable on March 2, 2015.

The Company will also pay a quarterly dividend of 20 cents per preferred share to shareholders of record on December 15, 2014 and payable on January 15, 2015.

Forward-Looking Statements

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. The risks and uncertainties are detailed from time to time in reports filed by NHC with the S.E.C., including Forms 8-K, 10-Q and 10-K, and include, among others, the following:  liabilities and other claims asserted against us and patient care liabilities, as well as the resolution of current litigation; availability of insurance and assets for indemnification; national and local economic conditions; including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, the ability of third parties for whom we have guaranteed debt to refinance certain short term debt obligations; and other factors referenced or incorporated by reference in the S.E.C. filings.  The risks included here are not exhaustive.  All forward-looking statements represent NHC’s best judgment as of the date of this release.

About NHC

NHC affiliates operate for themselves and third parties 73 long-term health care centers with 9,410 beds.  NHC affiliates also operate 37 homecare programs, five independent living centers and 18 assisted living communities.  NHC’s other services include Alzheimer’s units, long-term care pharmacies, hospice, a rehabilitation services company, and providing management and accounting services to third parties. Other information about the company can be found on our web site at www.nhccare.com.  The reference to our website is not intended to incorporate our website into this press release.