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: March 2, 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
23rd 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. issued a press release on March 2, 2004 announcing
that it had completed the acquisition of 100% of the equity of American
VitalCare, Inc. and Managed Alternative Care, Inc.
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: March 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 March 2, 2004 announcing that RehabCare Group, Inc.
had completed the acquisition of 100% of the equity of American
VitalCare, Inc. and Managed Alternative Care, Inc.
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/Lanie Fladell
Press: Sean Leous
(212) 850-5600
For Immediate Release
March 2, 2004
REHABCARE GROUP, INC. ANNOUNCES THE ACQUISITION OF AMERICAN VITALCARE, INC.
AND MANAGED ALTERNATIVE CARE, INC.
-Purchase Further Extends RehabCare's Post-Acute Continuum in California-
ST. LOUIS, MO, March 2, 2004--RehabCare Group, Inc. (NYSE:RHB) today announced
the acquisition of the market-leading manager of hospital-based specialty care
units in the State of California, American VitalCare, Inc. and its sister
company, Managed Alternative Care, Inc., (collectively known as VitalCare).
RehabCare will acquire 100 percent of VitalCare's equity for $11 million in cash
plus a $3 million subordinated note. The businesses are wholly-owned
subsidiaries of Health Net, Inc. (NYSE:HNT), one of the nation's largest
publicly-traded managed healthcare companies.
VitalCare, established in 1985, provides services for patients recovering
from severe trauma injuries to the head and spinal cord, and degenerative
diseases such as Amyotrophic Lateral Sclerosis and Multiple Sclerosis. Such
patients require intensive medical and pre- or post-rehabilitation care that
cannot be administered at home or in skilled nursing facilities, and have an
average length of stay up to 120 days. VitalCare is the dominant provider of
these services, managing close to 50 percent of the approximately 1,650 beds in
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REHABCARE GROUP, INC. ANNOUNCES THE ACQUISITION OF AMERICAN
VITALCARE, INC. AND MANAGED ALTERNATIVE CARE, INC. Page 2
California licensed for this type of specialty care. The Company generates
approximately $14 million of revenue, and the acquisition is expected to be
modestly accretive to RehabCare's earnings in 2004.
John H. Short, Ph.D., Interim President and CEO of RehabCare, stated,
"Today's announcement is an important step in the further expansion of
RehabCare's management of the post-acute continuum of care in California, one of
our target markets. The addition of VitalCare provides RehabCare with the
opportunity to introduce its management of the post-acute continuum of care to a
new range of hospital and skilled nursing, long-term care and assisted living
clients. Like RehabCare, VitalCare has a reputation for excellence and we are
very pleased to welcome VitalCare's highly skilled staff to RehabCare and to the
greater opportunities open to us in the expanded company."
Dr. Short concluded, "2004 has already been a year of significant
acquisition and transformation for RehabCare. Our recently-announced agreement
with UCLA Medical Center to build a 56-bed freestanding rehab hospital and our
purchase of CPR Therapies, with its many skilled nursing facilities throughout
Southern California, adds to our existing acute rehab units and skilled nursing
facility programs in this market, and confirms our commitment to providing top
tier rehabilitation services to those in need in target markets we choose to
serve."
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
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REHABCARE GROUP, INC. ANNOUNCES THE ACQUISITION OF AMERICAN
VITALCARE, INC. AND MANAGED ALTERNATIVE CARE, INC. Page 3
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 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 Holdings, 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
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