<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)<F*>
REHABCARE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
759148 10 9
-----------------------------------
(CUSIP Number)
COPY TO: Robert M. LaRose, Esq.
James M. Usdan THOMPSON COBURN
7733 Forsyth Boulevard One Mercantile Center
St. Louis, Missouri 63105 St. Louis, Missouri 63101
(314) 863-7422 (314) 552-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 1996
-----------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
<PAGE> 2
CUSIP No. 759148 10 9 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James M. Usdan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 25,095
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 335
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,095
PERSON 10 SHARED DISPOSITIVE POWER
WITH 335
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $.01 per
share (the "RehabCare Common Stock"), of RehabCare Group, Inc., a Delaware
corporation ("RehabCare"). The address of the principal executive offices of
RehabCare is 7733 Forsyth Boulevard, Suite 1700, St. Louis, Missouri 63105.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Name: James M. Usdan
(b) Residence address: 1019 McKnight Road, St. Louis, Missouri
63117.
(c) Present principal occupation and name, principal business
and address of any corporation or partnership in which such employment is
conducted: President and Chief Executive Officer of RehabCare, the principal
business of which is the development, marketing and management of
comprehensive medical rehabilitation programs, subacute skilled nursing
programs and therapy services. The address of the principal executive
offices of RehabCare is 7733 Forsyth Boulevard, Suite 1700, St. Louis,
Missouri 63105.
(d) James M. Usdan has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) James M. Usdan has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person has been or is subject to any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws of finding any violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
James M. Usdan obtained 25,430 of the shares of RehabCare Common
Stock reported in this Schedule 13D with personal funds. The remaining
237,500 shares of RehabCare Common Stock reported in this Schedule 13D as
beneficially owned by Mr. Usdan are presently exercisable options to purchase
RehabCare Common Stock which Mr. Usdan received from RehabCare.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of Common Stock reported herein was for
investment purposes.
<PAGE> 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) James M. Usdan may be deemed to be the beneficial owner of
262,930 shares (including 237,500 shares subject to stock options) of
RehabCare Common Stock, representing 5.37% of the 4,661,384 shares of such
class issued and outstanding as of May 3, 1996.
(b) James M. Usdan may be deemed to have sole voting and
dispositive power with respect to 25,095 shares of RehabCare Common Stock,
which shares represent less than one percent of the 4,661,384 shares of such
class issued and outstanding as of May 3, 1996, and shared voting and
dispositive power with respect to 335 shares of RehabCare Common Stock held by
the spouse of James M. Usdan, Vinette A. Usdan, which shares represent less
than one percent of the 4,661,384 shares of such class issued and outstanding
as of May 3, 1996. The identity and background of Vinette A. Usdan is as
follows:
(1) Name: Vinette A. Usdan
(2) Residence address: 1019 McKnight Road, St. Louis,
Missouri 63117.
(3) Present principal occupation and name, principal
business and address of any corporation or
partnership in which such employment is conducted:
Account Executive for Carolee Designs, Inc., the
principal business of which is the manufacturing and
sale of jewelry. The address of the principal
executive offices of Carolee Designs, Inc. is 19 East
Elm Street, Greenwich, Connecticut 06830.
(4) Vinette A. Usdan has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(5) Vinette A. Usdan has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which such person has been or is subject to
any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws of
finding any violation with respect to such laws.
(6) Citizenship: United States
(c) Between March 23 and May 22, 1996, James M. Usdan made a
total of three acquisitions of RehabCare Common Stock:
(1) On April 1, 1996, James M. Usdan purchased 300 shares
at $16.00 per share.
<PAGE> 5
(2) On April 9, 1996, James M. Usdan purchased 3,000
shares at $16.25 per share.
(3) On May 1, 1996, James M. Usdan purchased 300 shares
at $16.00 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS.
Not applicable.
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 30, 1996 /s/ James M. Usdan
-----------------------------------------
James M. Usdan
