UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 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
Suite 2300
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 863-7422
Item 5. Other Events and Regulation FD Disclosure.
RehabCare Group, Inc. issued a press release on May 3, 2004 announcing
the election of John H. Short, Ph.D, to President and Chief Executive
Officer of the Company and the acquisition of Phase 2 Consulting, a
healthcare management consulting firm.
The press release in its entirety is attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. See Exhibit Index.
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: May 4, 2004
REHABCARE GROUP, INC.
By: /s/ Vincent L. Germanese
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Vincent L. Germanese,
Senior Vice President,
Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated May 3, 2004
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
Monday, May 3, 2004
REHABCARE GROUP, INC. ELECTS
JOHN H. SHORT, Ph.D., AS PRESIDENT AND CEO
ST. LOUIS, MO, May 3, 2004--RehabCare Group, Inc. (NYSE:RHB) today announced
that John H. Short, Ph.D, has been elected President and Chief Executive Officer
of the Company, effective immediately. Dr. Short has been serving as interim
President and CEO of the Company since June 2003. He will continue as a member
of the RehabCare Board of Directors, a position he has held since 1991.
H. Edwin Trusheim, Chairman of the Board of Directors of RehabCare,
commented, "John has provided RehabCare with tremendous leadership and vision
since his appointment on an interim basis last year. He has worked with the
Company's Board of Directors and Executive Management team to put in place
organizational and strategic initiatives to return the Company to previous
levels of growth and profitability and to enhance its market position and
customer relationships across the post-acute continuum of care.
"Our charge as the Company's Board of Directors was to put the Company back
on the path to strong growth --- we turned to John because of his outstanding
industry experience and reputation for executing dynamic strategic initiatives.
"In just nine months, John developed and implemented an aggressive
operational restructuring which is aligning the Company's infrastructure with
its operating revenues, and he has developed and is executing an acquisition and
partnership strategy to expand RehabCare's service offering across the
post-acute continuum of care.
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"To date, under John's guidance, RehabCare has acquired CPR Therapies,
American VitalCare, Inc. and Managed Alternative Care, Inc. and the Neurological
Rehabilitation and Research Unit of UCLA to extend the Company's offering and
market share in the important California market. Additionally, programs created
under the agreement which we signed with Signature Health Care Foundation in
January have further developed the continuum of care model in the St Louis
area."
Mr. Trusheim concluded, "Our choice of John as President and CEO reflects
his dynamic leadership and his success in delivering on strategic plans. We are
confident that, with John as our Chief Executive Officer, RehabCare is poised
for continued growth."
The Company also announced today that it has acquired Phase 2 Consulting, a
healthcare management consulting firm, for $5 million in cash, a transaction
that is expected to be modestly accretive to earnings in 2004. Phase 2
Consulting had total revenues of $7.96 million in 2003, up 21 percent from a
year before. Dr. Short was the Managing Partner and majority shareholder of
Phase 2 prior to its acquisition by the Company. Due to Dr. Short's relationship
with Phase 2 Consulting, the transaction's terms and conditions were negotiated
on behalf of the Company by the independent members of the Board of Directors,
who retained A. G. Edwards & Sons, Inc. as financial advisor on the transaction.
Phase 2 Consulting is based in Salt Lake City, Utah, and Austin, Texas, and
has approximately 40 employees. The business will become a subsidiary of
RehabCare. R. Brent Hardaway, formerly an Associate Partner of Phase 2
Consulting, has been appointed Chief Operating Officer of Phase 2 Consulting and
will report directly to Dr. Short.
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
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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
implement the planned programs for its acquisitions and joint ventures within
the expected timeframes and to otherwise achieve the revenue and earnings levels
from the relationships at or above the levels projected; the timing and
financial effect of RehabCare's restructuring efforts with respect to
Rehabcare's continuing businesses; changes in and compliance with governmental
reimbursement rates and other regulations or policies affecting RehabCare's
continuing businesses; RehabCare's ability to attract new client relationships
and 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, other strategic acquisitions to
accelerate growth in RehabCare's hospital rehabilitation and contract therapy
divisions; the operating performance of InteliStaf Holdings, Inc., a privately
held company that RehabCare recently sold its staffing division to for an
approximate 25 percent equity interest, and the rate of return that RehabCare
will be able to achieve from this equity interest; 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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