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FORM 10-QSB-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 333--11957
BIRMAN MANAGED CARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1584092
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
1025 Highway 111 South
Cookeville, Tennessee 38501
(931) 372-7800
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES [X] NO [ ]
Number of shares outstanding as of February 23, 1998 8,756,254
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Item 6: Exhibits and Reports on Form 10-Q-A
(a.) Exhibits
*3.1 Certificate of Incorporation of Birman Managed Care,
Inc.
*3.2 By-laws of Birman Managed Care, Inc.
*3.3 Certificate of Merger dated September 9, 1996 by and
between Birman Managed Care, Inc. --- Delaware and
Birman Managed Care, Inc.
*4.1 Reference is made to Exhibits 3.1 through 3.3.
*10.1 Employment Agreement by and between Birman Managed Care,
Inc. and David N. Birman, M.D. entered into on March 1,
1996.
*10.2 Employment Agreement by and between Birman Managed Care,
Inc. and Sue D. Birman entered into on March 1. 1996.
*10.3 Employment Agreement by and between Birman Managed Care,
Inc. and Robert Arkin entered into on March 1, 1996;
Amendment No. 1 by and between Birman Managed Care, Inc.
and Robert D. Arkin entered into on March 1, 1996.
*10.4 Employment Agreement by and between Birman Managed Care,
Inc., and BMC Health Plans, Inc. and Vincent W. Wong
entered into on March 1, 1996.
*10.5 Employment Agreement by and between Birman Managed Care,
Inc. and Douglas A. Lessard entered into on March 1,
1996; Amendment No. 1 by and between Birman Managed
Care, Inc. and Douglas A. Lessard entered into on March
1, 1996; Amendment No. 2. by and between Birman Managed
Care, Inc. and Douglas A. Lessard entered into on
September 1, 1996.
*10.6 Employment Agreement by and between Birman Managed Care,
Inc. and Mark C. Wade entered into on July 1, 1995;
Amendment No. 1 by and between Birman Managed Care,
Inc., BMC Health Plans, Inc. and Mark C. Wade entered
into on October 30, 1995; Amendment No. 2 by and between
Birman Managed Care, Inc. and Mark C. Wade entered into
on September 1, 1996.
*10.9 Consulting Agreement by and between Richard M. Ross,
RRCG, LLC, and Birman Managed Care, Inc. entered into as
of September 1, 1996.
*10.10 1995 Stock Option Plan for Birman Managed Care, Inc.
dated October 31, 1995.
*10.11 1996 Non-Employee Directors' Non-Qualified Stock Option
Plan of Birman Managed Care, Inc.
*10.12 Stock Purchase Agreement by and between Birman Managed
Care, Inc., Canton Management Group, Inc. and Wesley
Prater, M.D., Larry Cooper, M.D., Kelvin Ramsey, M.D.,
L.C. Tennin, M.D., Louis Sadler, M.D., James Goodman,
Ph.D., Vic Caracci, Michael T. Caracci, Robert T.
Teague, M.S.W., Vincent Caracci, Charlie Hill, Harold
Wheeler, M.D., Stephanie Tucker, Winifred Fulgham and
Joyce Johnson entered into on September 6, 1996.
*10.13 Promissory Note by David N. Birman, M.D. and payable to
the Company.
*10.14 Loan and Security Agreement dated August 21, 1996 by and
between American National Bank and Trust Company of
Chicago and Birman & Associates, Inc.
*10.15 Loan and Security Agreement dated August 21, 1996 by and
between Hughes & Associates, Inc.
*10.17 Form of Indemnification Agreement for Birman Managed
Care, Inc.
*10.18 Executive Bonus Plan.
*10.19 Agreement by and between National Benefit Resources,
Inc. and Birman Managed Care, Inc. entered into on April
16, 1996.
*10.20 Agreement dated September 17, 1996 by and between Birman
Managed Care, Inc. and Community Medical Center.
*10.21 Form of Escrow Agreement.
*10.22 Lease dated December 2, 1996 between Arc Builders, LLC
and Birman Managed Care, Inc.
*10.23 Form of Consulting Agreement between Birman Managed
Care, Inc. and Royce Investment Group, Inc.
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*10.24 Form of Merger and Acquisition Agreement between Birman
Managed Care, Inc. and Royce Investment Group, Inc.
**10.25 Employment Agreement by and between Birman Managed Care,
Inc. and Samuel S. Patterson.
**10.26 Employment Agreement by and between Birman Managed Care,
Inc. and Jeffrey L. Drake.
***11.1 Statement of Computation of Earnings Per Share for the
three months ended December 31, 1997.
16.1 Letter on Change in Certifying Accountant.
***27.1 Financial Data Schedule.
(b.) Reports on Form 8-K
Form 8-K was filed by the Company on December 22,1997.
--------------------
* Incorporated by Reference from the Company's Registration Statement on
Form SB-2 (No. 333-111957).
** Incorporated by Reference from the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1997.
*** Incorporated by Reference from the Company's Quarterly Report on Form
10-QSB for the quarter ended December 31, 1997.
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.
February 23, 1998 /s/ DAVID N. BIRMAN
------------------------------------
David N. Birman
Chairman of the Board, President and
Chief Executive Officer
February 23, 1998 /s/ DOUGLAS A. LESSARD
------------------------------------
Douglas A. Lessard
Vice President, Treasure and Chief
Financial Officer
(Principal Accounting Officer)
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Exhibit 16.1
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[Birman Managed Care Logo] BDO Seidman, LLP 1900 Avenue of the State, 11th Floor
Accountants and Consultants Los Angeles, California 90067
Telephone: (310) 557-0300
Fax: (310) 557-1777
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Birman Managed Care, Inc. Report on Form 10-QSB
We have read Item 5 of Birman Managed Care, Inc's Form 10-QSB dated February
17, 1998, and we are in agreement with the information contained therein
insofar as it relates to BDO Seidman, LLP. However, it should be noted that
BDO Seidman, LLP, has not been associated with Birman Managed Care, Inc's
interim financial statements or other SEC filings subsequent to June 30, 1997.
Very truly yours,
BDO Seidman, LLP
