8-K

UNITED STATES

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): September 30, 2016 (September 30, 2016)

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

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)

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.

(b) National HealthCare Corporation (the “Company”) today announced that Donald K. Daniel plans to retire as Senior Vice President & Controller and Principal Accounting Officer and Charlotte A. Swafford plans to retire as Senior Vice President and Treasurer, both effective December 31, 2016.

(c) The Company also announced that Brian F. Kidd will replace Mr. Daniel as Senior Vice President, Controller and Principal Accounting Officer and Jeffrey R. Smith will replace Ms. Swafford as Senior Vice President and Treasurer. Both of these promotions will be effective January 1, 2017.

Brian F. Kidd, age 41, has been with NHC since 2008. His responsibilities at NHC have included overseeing and reviewing all aspects of external financial reporting, which includes compliance and monitoring of GAAP and US Securities and Exchange Commission requirements. Mr. Kidd has also overseen Federal and State tax issues and Sarbanes-Oxley compliance for NHC. Prior to joining NHC, Mr. Kidd was in public accounting for 10 years. Mr. Kidd is a CPA and received his B.S. in Accounting from Middle Tennessee State University in 1998.

Jeffrey R. Smith, age 53, has been with NHC since 1994. Prior to being promoted to Vice President of Treasury in 2009, Mr. Smith served as an Assistant Vice President and an Accounting Manager at NHC. Mr. Smith is a CPA and earned his B.S. in Accounting from David Lipscomb University in Nashville, Tennessee in 1985. Mr. Smith also earned his law degree from the Nashville School of Law in 1998.

The Company does not currently have any employment agreements with its executive officers and does not plan to enter into employment agreements with Mr. Kidd or Mr. Smith. No changes to their compensation have been approved at this time. The Company issued a press release announcing Mr. Kidd’s and Mr. Smith’s appointment. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On September 30, 2016, the Company issued a press release announcing Mr. Daniel’s and Ms. Swafford’s retirement, and the appointment of Mr. Kidd and Mr. Smith, 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 September 30, 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: September 30, 2016

NATIONAL HEALTHCARE CORPORATION
By:	/s/ John K. Lines
Name:	John K. Lines
Title:	Senior Vice President
	General Counsel

EX-99.1

Exhibit 99.1

For release: September 30, 2016

Contact: John K. Lines, Sr. VP, General Counsel, and Secretary

Phone: (615) 890-2020

Donald Daniel and Charlotte Swafford

Announce Retirement.

MURFREESBORO, Tenn. — National HealthCare Corporation (NYSE MKT: NHC), the nation’s oldest publicly traded senior health care company, today announced that both Donald K. Daniel and Charlotte A. Swafford have informed the Board of Directors that they plan to retire from their positions within the company effective December 31, 2016. Ms. Swafford will be leaving her position as Senior Vice President and Treasurer, a position that she has held since 1985. Mr. Daniel will be leaving his position as Senior Vice President & Controller and Principal Accounting Officer, a position that he has held since 1993. Ms. Swafford has been with NHC for 43 years while Mr. Daniel has been with NHC for 39 years.

Jeffrey R. Smith, currently Vice President of Treasury, has been appointed by NHC’s Board to replace Ms. Swafford as Senior Vice President and Treasurer effective January 1, 2017. Mr. Smith has served NHC for 22 years. Brian F. Kidd, currently Vice President and Assistant Controller, has been appointed by NHC’s Board to replace Mr. Daniel as Senior Vice President, Controller and Principal Accounting Officer effective January 1, 2017. Mr. Kidd has served NHC for 8 years. Both Mr. Smith and Mr. Kidd have been trained and developed as replacements for Ms. Swafford and Mr. Daniel.

Mr. Smith has been with NHC since 1994. Prior to being promoted to Vice President of Treasury in 2009, Mr. Smith served as an Assistant Vice President and an Accounting Manager at NHC. Mr. Smith is a CPA and earned his B.S. in Accounting from David Lipscomb University in Nashville, Tennessee in 1985. Mr. Smith also earned his law degree from the Nashville School of Law in 1998.

Mr. Kidd has been with NHC since 2008. His responsibilities at NHC have included overseeing and reviewing all aspects of external financial reporting, which includes compliance and monitoring of GAAP and US Securities and Exchange Commission requirements. Mr. Kidd has also overseen Federal and State tax issues and Sarbanes-Oxley compliance for NHC. Prior to joining NHC, Mr. Kidd was in public accounting for 10 years. Mr. Kidd is a CPA and received his B.S. in Accounting from Middle Tennessee State University in 1998.

Robert Adams, current CEO and Chairman of the Board stated, “The entire Board expresses its appreciation to both Don and Charlotte for their many years of service and significant contributions to NHC.” Stephen Flatt, current NHC President, who has been appointed NHC’s CEO effective January 1, 2017, stated that “Jeff and Brian are well qualified, have been groomed as Charlotte’s and Don’s replacements, and I look forward to working with them in their new roles.”

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 74 long-term health care centers with 9,403 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.