<PAGE> 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): 8-7-98
-----------------
BIRMAN MANAGED CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 0-22127 62-1584092
- ---------------------------- ---------------------- ------------------------------
(STATE OF OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
</TABLE>
1025 HIGHWAY 111 SOUTH, COOKEVILLE, TENNESSEE 38501
- --------------------------------------------- -------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (931) 372-7800
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
Birman Managed Care, Inc. (the "Company") has determined that it will
purchase no additional shares in or otherwise provide additional capital to
Care3, Inc. ("Care3"), the health maintenance organization ("HMO") licensed in
Mississippi of which it owns 69% of the common stock and all of the preferred
stock. Factors which were taken into account in making this decision include the
estimated future capital requirements of Care3, the claims experience of Care3
to date, the Company's current cash reserves and operating results. The Company
has been advised that the other shareholders of Care3, Inc. have elected at this
time that they will not provide additional capital to Care3, either. As a
consequence, the board of directors of Care3, Inc. on August 6, 1998 consented
to Care3 being placed under the administrative supervision of the Mississippi
Commissioner of Insurance (the "Commissioner"). On Friday, August 7, 1998, Care3
was placed into statutory rehabilitation in response to a petition by the
Commissioner. Neither Care3 nor the Company opposed the petition and both expect
to cooperate fully with the Commissioner and the appointed rehabilitator. The
Company believes that Care3's reserves are adequate to pay all claims of its
members and is aware of no grounds on which a claim against the Company
regarding Care3 could be based. Until all such claims and the costs of
rehabilitation are presented and considered, there can be no assurance of this,
however.
The Company has received a number of inquiries regarding its interests in
Care3 but no inquiry has progressed to the point where any prediction can be
made as to the future disposition of the Company's interests in Care3. The
Company will treat its interests in Care3 as a discontinued operation for
accounting purposes and expects to take a charge to earnings for the fiscal year
ended June 30, 1998 relating to the aforementioned developments.
<PAGE> 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.
BIRMAN MANAGED CARE, INC.
August 7, 1998 /s/ DAVID N. BIRMAN
------------------------------
David N. Birman
Chairman of the Board,
President and
Chief Executive Officer
August 7, 1998 /s/ DOUGLAS A. LESSARD
------------------------------
Douglas A. Lessard
Vice President, Treasure and
Chief Financial Officer
(Principal Accounting Officer)
