8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): May 4, 2016 (May 4, 2016)

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NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-13489	52-2057472
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Vine Street
Murfreesboro, Tennessee	37130
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

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

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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 (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

National HealthCare Corporation (the “Company”) today announced that Robert Adams plans to retire as Chief Executive Officer, effective December 31, 2016.  Mr. Adams will remain as non-executive Chairman of the Board following his retirement.   

Item 7.01

Regulation FD Disclosure.

On May 4, 2016, the Company issued a press release announcing Mr. Adam’s retirement as Chief Executive Officer, a copy of which is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing

Item 9.01. 

 Financial Statements and Exhibits

(d)     Exhibits. Number	Description
99.1	Press Release dated May 4, 2016.

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:

May 4, 2016

NATIONAL HEALTHCARE CORPORATION

By: /s/ John K. Lines

Name: John K. Lines

Title: Senior Vice President

General Counsel

EX-99

Exhibit 99.1

For release: May 4, 2016

Contact: Gerald Coggin, Sr. VP of Corporate Relations

Phone: (615) 890-2020

Robert Adams to Retire as CEO of NHC,

Remain as Chairman

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC), the nation's oldest publicly traded senior health care company, today announced that Robert Adams plans to retire as Chief Executive Officer, effective December 31, 2016.  Mr. Adams will remain as non-executive Chairman of the Board following his retirement.  The Board of Directors plans to develop a transition plan and will initiate a search of internal and external candidates for Mr. Adams’ replacement soon. Mr. Adams has served as the Company’s CEO since 2004 and has been with NHC for over 40 years.

Richard F. LaRoche, Jr., Chairman of the Audit Committee stated, “The entire Board expresses its appreciation to Robert for his many years of service and significant contributions to NHC.”  Mr. LaRoche also stated, “The Board is focused on identifying the right candidate to lead NHC into the future and delivering great value to our stockholders. We are fortunate to have Robert available to assist in the leadership transition and welcome his perspective and experience in operations and the senior health care industry.”

“My decision to retire has not been an easy one, but I believe that it is time to consider reducing my role in the day-to-day activities of the Company,” said Mr. Adams.  “I will remain significantly involved with NHC as the Chairman of the Board and will be involved in the transition plan to ensure the success of the future leadership of the Company.”

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; 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 9,256 beds.  NHC affiliates also operate 36 homecare programs, five independent living centers and 20 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.