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): February 3, 2004
REHABCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19294 51-0265872
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
7733 Forsyth Boulevard
17th Floor
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 863-7422
Item 7. Financial Statements and Exhibits.
(c) Exhibits. See Exhibit Index
Item 9. Regulation FD Disclosure.
RehabCare Group, Inc. announced on February 3, 2004 the asset purchase of
contract therapy services provider CPR Therapies, LLC.
The press release in its entirety is attached as Exhibit 99.1.
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.
Dated: February 3, 2004
REHABCARE GROUP, INC.
By:/s/Vincent L. Germanese
-----------------------------------------------
Vincent L. Germanese
Senior Vice President, Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated February 3, 2004 announcing the acquisition of CPR
Therapies, LLC.
Exhibit 99.1
CONTACT: RehabCare Group, Inc.
Vincent L. Germanese, CFO
Betty Cammarata, Director-Investor Relations
Press: David Totaro, Senior Vice President,
Corporate Marketing & Communications
(314) 863-7422
or
Financial Dynamics:
Gordon McCoun
Press: Sean Leous
(212) 850-5600
For Immediate Release
Tuesday, February 3, 2004
REHABCARE GROUP, INC. ANNOUNCES ASSET PURCHASE OF
CONTRACT THERAPY SERVICES PROVIDER CPR THERAPIES, LLC
- Acquisition gives RehabCare market leadership in Colorado,
strengthens position in California -
ST. LOUIS, MO, February 3, 2004--RehabCare Group, Inc. (NYSE:RHB) today
announced that it has completed the immediate purchase of the non-Medicare
client contracts and other assets of CPR Therapies, LLC ("CPR"), a
privately-owned contract therapy services company based in Denver, Colorado, for
an undisclosed amount. RehabCare has also agreed to acquire CPR's remaining
contracts as soon as practicable after certain regulatory requirements are met.
Completion of the entire transaction is estimated to occur within 60 to 90 days.
Founded in 1998, CPR is a leading contract therapy services company for
physical rehabilitation services in skilled nursing and assisted living
facilities. The assets acquired and to be acquired by RehabCare has physical,
occupational and speech therapists and about 60 contracts in Colorado,
California, and Florida. In 2003, CPR had revenues of approximately $9 million.
RehabCare expects the acquisition to be modestly accretive to 2004 earnings. The
acquisition provides RehabCare with an entry into the Colorado contract therapy
market and nearly doubles its presence in California.
Rocky Flores, currently Chief Operating Officer and one of the founders of
CPR, will continue to oversee the Colorado and California operations as a
Regional Vice President of Operations for RehabCare.
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REHABCARE GROUP, INC. ANNOUNCES ASSET PURCHASE OF CONTRACT THERAPY SERVICES
PROVIDER CPR THERAPIES, LLC Page 2
John H. Short, Ph.D., Interim President and CEO of RehabCare, commented,
"The acquisition is another important step in the execution of RehabCare's
stated strategy of developing the continuum of rehabilitative care, enhancing
client relationships and making strategic acquisitions to extend our
capabilities and market share."
Dr. Short continued, "This transaction expands the Company's contract
therapy business into the attractive Colorado market and increases its critical
mass in Southern California. CPR is a high quality provider that fits our
strategy of concentrating resources in markets where we can be a preeminent
participant and offer the fullest range of services to our clients. We believe
RehabCare's expertise and resources will greatly enhance the business
opportunities for CPR and facilitate its continued success."
Mr. Flores added, "We believe the acquisition of CPR's operating assets by
RehabCare will enable the business to expand its market leading positions. CPR
and RehabCare share a similar values-based approach to patient care and client
relationships and have a compatible perspective on service and quality so there
should be no significant impediments to integrating the acquired operations."
RehabCare Group, Inc., headquartered in St. Louis, Missouri, is a leading
provider of rehabilitation program and management services in over 700
hospitals, nursing homes and other long-term care facilities throughout the
United States. It provides services in acute care, skilled nursing, outpatient
and home health settings to fit the clinical needs of patients in a
cost-effective manner. RehabCare is pleased to be included in the Russell 2000
and Standard and Poor's Small Cap 600 Indices.
This release contains forward-looking statements that are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements involve known and unknown risks and
uncertainties that may cause RehabCare's actual results in future periods to
differ materially from forecasted results. These risks and uncertainties may
include, but are not
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REHABCARE GROUP, INC. ANNOUNCES ASSET PURCHASE OF CONTRACT THERAPY SERVICES
PROVIDER CPR THERAPIES, LLC Page 3
limited to, the ability of the professional corporation established by RehabCare
for this transaction to obtain Medicare provider numbers in a timely manner; the
timing and financial effect of the Company's continuing restructuring efforts
with respect to the Company's current businesses; changes in and compliance with
governmental reimbursement rates and other regulations or policies affecting
RehabCare's hospital rehabilitation and contract therapy lines of business;
RehabCare's ability to attract new client relationships or to retain and grow
existing client relationships through expansion of RehabCare's hospital
rehabilitation and contract therapy service offerings and the development of
alternative product offerings that build stronger partnering relationships
between RehabCare and its clients; RehabCare's ability to identify and
consummate, within the expected timeframes, strategic acquisitions to accelerate
growth in RehabCare's hospital rehabilitation and contract therapy divisions;
the operating performance of InteliStaf Holding, Inc., a company in which
RehabCare recently acquired a substantial equity interest and the rate of return
that RehabCare will be able to achieve from its equity interest in InteliStaf in
the future; the adequacy and effectiveness of RehabCare's operating and
administrative systems; RehabCare's ability and the additional costs of
attracting administrative, operational and professional employees; significant
increases in health, workers' compensation and professional and general
liability costs; litigation risks of RehabCare's past and future business,
including RehabCare's ability to predict the ultimate costs and liabilities or
the disruption of its operations; competitive and regulatory effects on pricing
and margins; and general economic conditions, including efforts by governmental
reimbursement programs, insurers, healthcare providers and others to contain
healthcare costs.
NOTE: More information on RehabCare can be found on the World Wide Web at
http://www.rehabcare.com
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