| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
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Washington, D.C. 20549 | ||
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FORM 8-K | ||
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CURRENT REPORT PURSUANT | ||
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TO SECTION 13 OR 15(d) OF THE | ||
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SECURITIES EXCHANGE ACT OF 1934 | ||
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Date of Report (Date of earliest event reported): June 15, 2004 (June 9, 2004) | ||
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National Health Investors, Inc. | ||
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(Exact name of Registrant as specified in its charter) | ||
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Maryland | ||
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(State or Other Jurisdiction of Incorporation) | ||
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333-41863 |
62-1470956 | |
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(Commission File No.) |
(IRS Employer | |
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Identification Number) | ||
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100 Vine Street, Suite 1202 | ||
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Murfreesboro, TN 37130 | ||
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(Address of principal executive offices, including zip code) | ||
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(615) 890-9100 | ||
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(Registrant's telephone number, including area code) | ||
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Not Applicable | ||
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(Former name or former address, if changed since last report) | ||
Item 4. Change in Registrant's Certifying Accountants
On June 9, 2004, Ernst & Young LLP advised the registrant, National Health Investors, Inc. (the "Company"), that such firm will resign as the Company's auditors upon completion of its review of the interim financial information for the second quarter of 2004 and filing of the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2004.
The reports of Ernst & Young LLP on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
Because the resignation of Ernst & Young LLP did not involve any disagreement with the Company, the Company's Audit Committee was not required to take any action regarding the resignation, other than to commence a search for a new auditing firm.
During the Company's most recent two fiscal years and from January 1, 2004 through June 9, 2004, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in connection with its report.
During the Company's most recent two fiscal years and from January 1, 2004 through June 9, 2004, there were no "reportable events" as such term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided a copy of this Report to Ernst & Young LLP and requested that Ernst & Young LLP furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by the Company in response to this item and, if not, stating the respects in which it does not agree. A copy of that letter is filed as Exhibit 16 to this Report.
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.
| National Health Investors, Inc. | |
| By: /s/ W. Andrew Adams | |
| Name: W. Andrew Adams | |
| Title: Chief Executive Officer | |
| By:/s/ Donald K. Daniel | |
| Name: Donald K. Daniel | |
| Title: Principal Accounting Officer | |
| Date: June 15, 2004 |
Exhibit Index
| Number | Exhibit |
| 16 | Letter to Securities and Exchange Commission |
| 99 | Press release, dated June 15, 2004 |
EXHIBIT 16
June 15, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 15, 2004, of National Health Investors, Inc. and are in agreement with the statements contained in the first, second, fourth, fifth and sixth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
EXHIBIT 99
For Release: June 15, 2004
Contact: Gerald Coggin, Senior V.P. Corporate Relations
Phone: (615) 890-9100, ext. 1221
NHI Announces the Resignation of Ernst & Young LLP
Murfreesboro, Tenn - National Health Investors, Inc. (NYSE: NHI), one of the nation's largest health care real estate investment trusts, today announced the resignation of Ernst & Young LLP as the Company's auditors effective upon completion of its review of the interim financial information for the second quarter of 2004 and filing of the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2004.
The reports of Ernst & Young LLP on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's most recent two fiscal years and from January 1, 2004 through June 9, 2004, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in connection with its report.
The Company's Audit Committee has commenced a search for a new auditing firm.
National Health Investors, Inc. is a long-term health care real estate investment trust taht specializes in the financing of health care real estate by first mortgage and by purchase and leaseback transactions. The common stock of the Company trades on the New York Stock Exchange with the symbol NHI. Additional information including NHI's most recent press releases may be obtained on NHI's web site at www.nhinvestors.com
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