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: February 5, 2004
Date of earliest event reported: February 4, 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 4, 2004 that it had signed an
agreement to acquire the assets of the Neurologic Rehabilitation and
Research Unit of University of California at the Los Angeles Medical
Center.
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 5, 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 4, 2004 announcing the agreement to acquire
the Neurologic Rehabilitation and Research Unit of UCLA.
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
Wednesday, February 4, 2004
REHABCARE GROUP, INC. ANNOUNCES AGREEMENT TO ACQUIRE THE NEUROLOGIC
REHABILITATION AND RESEARCH UNIT OF UCLA
- Will Partner with UCLA in Freestanding Hospital and Medical Research -
ST. LOUIS, MO, February 4, 2004--RehabCare Group, Inc. (NYSE:RHB) today
announced that it has signed an agreement with the Regents of the University of
California to purchase the assets of the Neurologic Rehabilitation and Research
Unit ("NRRU") of the University of California at Los Angeles ("UCLA") Medical
Center, which placed third in the 2003 U.S. News and World Report ranking of
American Hospitals.
Under the terms of the agreement, RehabCare will contract with UCLA for
medical directors and ancillary services, to include radiology, laboratory and
respiratory therapy. In addition, the two parties will work together to develop
a clinical research network that may involve many other inpatient and outpatient
programs managed by RehabCare.
Closing of the transaction is subject to the execution of a lease for a
freestanding acute rehabilitation hospital and obtaining a license from the
California Department of Health Services to operate the facility. RehabCare is
currently evaluating several potential sites for the facility and expects to
sign a lease during the second quarter 2004 and commence operations as soon as
the renovations can be completed to the property. It is anticipated that the
-MORE-
REHABCARE GROUP, INC. ANNOUNCES AGREEMENT TO ACQUIRE REHABILITATION
AND RESEARCH UNIT OF UCLA Page 2
56-bed hospital will be named the Rehabilitation Institute of Los Angeles, in
cooperation with UCLA.
The transaction is consistent with RehabCare's stated strategy of using its
financial capital for acquisitions and strategic combinations.
Tom Davis, President of RehabCare's Hospital Rehabilitation Services (HRS)
division, commented, "We are delighted to be partnering with UCLA, one of the
nation's preeminent medical teaching institutions, in a venture that will enable
its physicians to increase the number of rehab patients treated within its own
continuum of care by more than five times. This natural partnership, a product
of the efforts of Sharon Noe, Senior Vice President of HRS, will combine UCLA's
medical expertise and research capabilities with our broad experience in acute
rehab and our financial resources. The relationship is further enhanced by our
joint commitment to neurological research, which will draw on the resources
across our entire network of programs to improve care and patient outcomes."
John Stone, Interim Director of UCLA, added, "As UCLA Medical Center
transitions to a new replacement hospital in 2005, we will have fewer acute beds
than the current facility. In order to accommodate the acute rehabilitation
needs of our patients, we looked for a partner to develop an acute
rehabilitation facility near the UCLA hospitals to serve our patients. RehabCare
Group was selected because it met all of our criteria -- a company with 20 years
of experience and strong financial performance. Most importantly, RehabCare has
experience working with other academic medical centers and understands the
unique issues we face. The Company manages rehabilitation programs in the
southern California area and understands the managed care focus in this market.
Working with RehabCare, we can expand neuroscience research while providing
continuity of care to a greater number of our discharged patients."
Bruce H. Dobkin, MD, Professor of Neurology at the UCLA School of Medicine
and director of UCLA's Neurologic Rehabilitation and Research Program, added,
-MORE-
REHABCARE GROUP, INC. ANNOUNCES AGREEMENT TO ACQUIRE REHABILITATION
AND RESEARCH UNIT OF UCLA Page 3
"In conjunction with the Neurologic Rehabilitation and Research Program in the
Department of Neurology at UCLA, we look forward to expanding our inpatient
rehabilitation services -- and to developing clinical research within the
RehabCare network. It's a wonderful opportunity to develop evidence-based
rehabilitation strategies for our patients."
John H. Short, Ph.D, Interim CEO of RehabCare, concluded, "We are pleased
to have been selected by UCLA after a comprehensive search process. This is a
relationship model that has the potential to be replicated at other leading
academic institutions and teaching hospitals across the country. We continue to
hold discussions with prospective partners where we can leverage their medical
skills with our access to investment capital and rehabilitation expertise across
the continuum of care."
RehabCare Group, Inc., headquartered in St. Louis, MO, is a leading
provider of rehabilitation program 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 limited to; the ability of RehabCare to integrate
acquisitions and to implement client partnering relationships within the
expected timeframes and to achieve the revenue and earnings levels from such
acquisitions and relationships at or above the levels projected; 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
-MORE-
REHABCARE GROUP, INC. ANNOUNCES AGREEMENT TO ACQUIRE REHABILITATION
AND RESEARCH UNIT OF UCLA Page 4
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; the future operating performance of InteliStaf Holding, Inc.
and the rate of return that RehabCare will be able to achieve from its equity
interest in InteliStaf; 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.
-END-