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): October 12, 2004
REHABCARE GROUP, INC.
(Exact name of Company as specified in its charter)
Delaware 0-19294 51-0265872
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On October 12, 2004, RehabCare Group, Inc. entered into an Amended and
Restated Credit Agreement with Bank of America, N.A., U.S. Bank, National
Association, Harris Trust and Savings Bank, National City Bank and SunTrust
Bank, as participating banks in the lending group. The Amended and Restated
Credit Agreement is an expandable $90 million, five-year revolving credit
facility that replaces our former $125 million Credit Agreement, dated as of
August 29, 2000, which was scheduled to expire in August 2005. The revolving
credit facility is expandable to $125 million upon our notice to the lending
group, subject to continuing compliance by us with the terms of the Amended and
Restated Credit Agreement.
The Amended and Restated Credit Agreement contains administrative covenants
that are ordinary and customary for similar credit facilities. The credit
facility also includes financial covenants, including requirements for us to
comply on a consolidated basis with a maximum ratio of senior funded debt to
earnings before interest, taxes, depreciation and amortization (EBITDA), a
maximum ratio of total funded debt to EBITDA, a minimum ratio of adjusted EBITDA
to fixed charges and a minimum level of net worth.
As of October 12, 2004, there was no balance outstanding against the new
credit facility. The annual fees and interest rates to be charged in connection
with the credit facility and the outstanding principal balance are variable
based upon the Company's consolidated leverage ratios.
Item 9.01 Financial Statements and Exhibits
On October 13, 2004, RehabCare Group, Inc. issued a press release
announcing the consummation of an expandable $90 million, five-year revolving
credit facility.
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: October 14, 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 October 13, 2004.
Exhibit 99.1
Contact: RehabCare Group, Inc.
Vincent L. Germanese, CFO
Betty Cammarata, Dir - Investor Relations
Press: David Totaro, Senior Vice
President, Corporate Marketing &
Communications
(314) 863-7422
FOR IMMEDIATE RELEASE
October 13, 2004
REHABCARE ANNOUNCES NEW FIVE-YEAR CREDIT FACILITY
ST. LOUIS, MO, 0ctober 13, 2004--RehabCare Group, Inc. (NYSE:RHB), today
announced that it consummated an expandable $90 million, five-year revolving
credit facility that replaces its former $125 million term and revolving credit
facility which was due to expire next year. The new credit facility features
reduced bank fees and interest rate spreads, and significantly enhances the
Company's financial flexibility. If needed, the facility is expandable to $125
million.
RehabCare plans to use the facility for strategic acquisitions, joint
ownership transactions and general corporate purposes. Six institutions
participated in the financing. Bank of America, N.A. will act as Administrative
Agent for the new facility and Banc of America Securities, LLC was the sole lead
arranger and book runner for the syndication efforts. U. S. Bank National
Association acted as Documentation Agent. Harris Trust and Savings Bank acted as
Syndication Agent. Other participants include Comerica Bank, National City Bank
and SunTrust Bank.
John H. Short, Ph.D., President and Chief Executive Officer, commented, "We
are pleased to have obtained this favorable credit facility with a streamlined
group of banks that are experienced in lending to the healthcare industry and
that support our business model. With this long-term financing in place, we will
be better able to use our financial strength to take advantage of strategic
opportunities in our target markets and drive our growth."
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REHABCARE ANNOUNCES NEW FIVE-YEAR CREDIT FACILITY Page 2
RehabCare Group, Inc., headquartered in St. Louis, Missouri, is a leading
provider of program management services for hospital inpatient rehabilitation
units and skilled nursing units, outpatient therapy programs, and contract
therapy services in conjunction with more than 700 hospitals and skilled nursing
facilities in 39 states, the District of Columbia, and Puerto Rico. RehabCare is
pleased to be included in the Russell 2000 and Standard and Poor's Small Cap 600
Indices.
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