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): December 2, 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 7.01 Regulation FD Disclosure.
The information in Exhibit 99.1 is incorporated herein by reference.
Item 9.01 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: December 2, 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 December 2, 2004.
Exhibit 99.1
CONTACT: RehabCare Group, Inc.
Vincent L. Germanese
Chief Financial Officer
Betty Cammarata, Director-Investor Relations
David Totaro, Senior Vice President/Corporate
Marketing & Communications (Media)
(314) 863-7422
Cornerstone Rehabilitation
Mike Jones, Co-Owner
(318) 671-6322
or
Financial Dynamics:
Gordon McCoun/Lanie Marcus
Press: Sean Leous
(212) 850-5600
REHABCARE GROUP ANNOUNCES PURCHASE OF CORNERSTONE REHABILITATION
ST. LOUIS, MO and SHREVEPORT, LA, December 2, 2004--RehabCare Group, Inc.
(NYSE:RHB) and Cornerstone Rehabilitation today announced that RehabCare has
purchased the assets of Cornerstone Rehabilitation, effective December 1, 2004.
Terms of the transaction were not disclosed. Cornerstone generates annualized
revenue of approximately $12.0 million.
Based in Shreveport, LA, Cornerstone Rehabilitation is a physical
rehabilitation therapy company that provides physical, occupational and speech
therapy services. With over 165 employees, Cornerstone manages 40 contract
therapy sites in Northern Louisiana, 10 contract therapy sites in Texas and one
freestanding outpatient facility in southeast Shreveport. The Company has
Medicare certified agencies, able to treat patients in a variety of settings
including outpatient clinics, nursing homes, and retirement centers.
John H. Short, Ph.D., President and CEO of RehabCare, commented, "We are
pleased to join forces with a company having Cornerstone's outstanding
reputation for quality and integrity, and its long-standing relationships and
presence in Northern Louisiana and Texas. We firmly believe that by combining
with Cornerstone, we will have a strong platform from which to grow in very
promising markets."
-MORE-
Stephen Leone, co-founder of Cornerstone Rehabilitation noted, "After
extensive research on the contract therapy market, we were uniquely attracted to
RehabCare because of its high-quality service-oriented business model and its
recognized standing as a respected leader in our industry. We believe that this
partnership will not only benefit our existing patients, but also position us to
extend our services to a broader clientele."
Mike Jones, co-founder of Cornerstone Rehabilitation, added, "We expect the
combination of our innovative treatment programs and highly-skilled staff, plus
RehabCare's financial and other strategic resources, to propel Cornerstone into
its next stage of growth. Stephen and I look forward to joining the RehabCare
team and working closely with management as we continue to not only build our
franchise throughout the Louisiana and Texas areas, but expand our reach to
other surrounding markets."
RehabCare Group, Inc., headquartered in St. Louis, MO, 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 770 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.
Cornerstone Rehabilitation, based in southeast Shreveport, LA, has a
service area that includes the Shreveport/Bossier metropolitan and surrounding
areas as well as Texas. The company was founded by two physical therapists who
strive to ensure clinical excellence. The management team consists of a licensed
health care administrator, registered nurse case manager, business administrator
and program development coordinator. Most of the Company's therapists have been
treating patients in the Shreveport/Bossier City area for over 10 years.
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, RehabCare's ability 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 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 or to retain and grow existing
client relationships through expansion of our 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 to 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-