<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
REHABCARE GROUP, INC.
(Name of Issuer)
REHABCARE GROUP, INC.
(Name of Person Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
759148 10 9
(CUSIP Number of Class of Securities)
Alan C. Henderson
Executive Vice President and
Chief Financial Officer
RehabCare Group, Inc.
7733 Forsyth Boulevard, Suite 1700
St. Louis, Missouri 63105
(314) 863-7422
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
Copy to:
ROBERT M. LaROSE, ESQ.
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
(314) 552-6000
January 31, 1997
(Date Tender Offer First published, Sent or Given to Security Holders)
<TABLE>
CALCULATION OF FILING FEE
<CAPTION>
Transaction valuation <F1> Amount of filing fee <F2>
<S> <C>
$22,498,987.50 $4,499.80 (3)
<FN>
<F1> Based upon the purchase of 999,955 shares at a price of $22.50 per share.
<F2> The total filing fee of $4,499.80 has been estimated solely for purposes of
computing the filing fee pursuant to the provisions of Rule 0-11(b)(1), and is
based upon the $22,498,987.50 aggregate value of the 999,955 shares of common
stock, $.01 par value, of RehabCare Group, Inc. acquired by RehabCare Group,Inc.
at a purchase price of $22.50 per share.
<F3> The issuer previously paid $4,162.50 with the original filing on January
31,1997.
</TABLE>
x Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $4,162.50 Filing Party: RehabCare Group, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: January 31, 1997
<PAGE> 2
Item 1. Security and Issuer.
This Final Amendment amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4, dated January 31, 1997 (the
"Schedule 13E-4"), of RehabCare Group, Inc., a Delaware corporation
(the "Company"), relating to the offer by the Company to purchase up
to 925,000 shares of its Common Stock, par value $.01 per share (the
"Shares"), at prices per Share of not less than $20 nor in excess of
$22.50 per Share upon the terms and conditions set forth in the Offer
to Purchase dated January 31, 1997 (the "Offer to Purchase") and in
the related Letter of Transmittal (which together constitute the
"Offer").
On March 3, 1997, the Company issued a press release announcing
the preliminary results of the Offer, which expired at 12:00 Midnight
on February 28, 1997, and on March 12, 1997, the Company issued a
press release announcing the final results of the Offer. The Company
exercised its option to increase the number of Shares to be purchased
pursuant to the Offer from 925,000 to 1,000,000. An aggregate of
1,051,870 Shares were properly tendered in the Offer at a price of
$22.50 per Share, resulting in a proration factor of 95.069 percent
of the Shares tendered. After rounding down to avoid the effect of
fractional Shares, the Company purchased 999,955 Shares of Company
Common Stock. The Company commenced payment for the Shares purchased
pursuant to the Offer on March 12, 1997. The Depositary for the
Offer, Boatmen's Trust Company, is expected to complete payment by
March 13, 1997. Copies of the press releases are attached hereto as
Exhibits 99.11 and 99.12 and are incorporated herein by reference.
Item 2. Source and Amount of Funds or Other Consideration.
(a)-(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the
Issuer or Affiliate.
(a)-(j) Not applicable.
Item 4. Interest in Securities of the Issuer.
Not applicable.
Item 5. Contracts, Arrangements, Understandings or Relationships
with Respect to the Issuer's Securities.
Not applicable.
Item 6. Persons Retained, Employed, or to Be Compensated.
Not applicable.
Item 7. Financial Information.
(a)-(b) Not applicable.
Item 8. Additional Information.
(a)-(e) Not applicable.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following exhibits:
<PAGE> 3
(a)(9) Letter, dated March 12, 1997, from James M. Usdan,
President and Chief Executive Officer of the Company,
indicating acceptance of a prorated number of the Shares
tendered pursuant to the Offer to Purchase.
(a)(10) Letter, dated March 12, 1997, from James M. Usdan,
President and Chief Executive Officer of the Company,
indicating rejection of Shares for which a letter of
transmittal was received after the expiration of the Offer.
(a)(11) Form of Press Release issued by the Company dated March 3,
1997.
(a)(12) Form of Press Release issued by the Company dated March 12,
1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<PAGE> 4
SIGNATURE
After due 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.
March 13, 1997 REHABCARE GROUP, INC.
By:/s/ John R. Finkenkeller
John R. Finkenkeller
Senior Vice President and Treasurer
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Description
<C> <S>
99.10 Letter, dated March 12, 1997, from James M. Usdan,
President and Chief Executive Officer of the Company,
indicating acceptance for purchase a prorated number of
Shares tendered pursuant to the Offer to Purchase.
99.11 Letter, dated March 12, 1997, from James M. Usdan,
President and Chief Executive Officer of the Company,
indicating rejection of Shares for which a letter of
transmittal was received after the expiration of the Offer
or which Shares were otherwise not properly tendered.
99.12 Form of Press Release issued by the Company dated
March 3, 1997.
99.13 Form of Press Release issued by the Company dated March 12,
1997.
</TABLE
<PAGE> 6
Exhibit 99.10
March 12, 1997
Dear Tendering Stockholder:
By this letter, you are hereby notified that RehabCare Group, Inc.
has purchased the number of your shares of its Common Stock as are
set forth on the check stub enclosed. The shares have been purchased
by RehabCare pursuant to RehabCare's Offer to Purchase dated January
31, 1997 (the "Offer"). Boatmen's Trust Company, the Depositary for
the Offer, has enclosed herewith a check for the full purchase price
of the number of your shares of RehabCare Common Stock accepted in
the Offer.
Pursuant to the Offer, RehabCare proposed to purchase up to 925,000
shares of its Common Stock for a purchase price of not less than $20
nor in excess of $22.50. The actual purchase price as well as the
shares to be purchased in the Offer were thereafter determined
through a "Dutch Auction" procedure.
The Offer terminated in accordance with its terms at 12:00 Midnight,
Eastern Time, on Friday, February 28, 1997. At such time, 1,051,870
shares of RehabCare Common Stock were tendered in the Offer. The
Company exercised its right under the terms of the Offer to accept
more than 925,000 shares of the shares tendered, and accepted for
purchase 1,000,000 shares at a price of $22.50 per share. Pursuant
to the terms of the Offer, the number of shares accepted from each
stockholder was prorated using a proration factor of 95.069 percent.
The number of shares accepted from each stockholder after application
of the proration factor was rounded down to the nearest whole share
to avoid the effect of fractional shares. Certificates evidencing
the shares of RehabCare Common Stock not purchased are included
herein.
If you have any questions with regard to the payment for your shares
accepted in the Offer, please contact the Depositary at (800) 456-
9852. The Board of Directors of RehabCare appreciates your interest
in the Offer.
Sincerely,
James M. Usdan
President & Chief Executive Officer
<PAGE> 7
Exhibit 99.11
March 12, 1997
Dear Tendering Stockholder:
By this letter, you are hereby notified that your shares of Common
Stock of RehabCare Group, Inc. that you attempted to tender pursuant
to RehabCare's Offer to Purchase dated January 31, 1997 (the "Offer")
will not be accepted for purchase because your letter of transmittal
arrived after the expiration of the Offer. The certificates for
shares of RehabCare Common Stock which accompanied your letter of
transmittal, if any, are enclosed herein.
The Offer terminated in accordance with its terms at 12:00 Midnight,
Eastern Time, on Friday, February 28, 1997. At such time, 1,051,870
shares of RehabCare Common Stock were properly tendered in the Offer.
The purchase price in the Offer, which was determined through a
"Dutch Auction" procedure, yielded a price for the shares accepted
for purchase of $22.50 per share. While the Company had offered to
purchase 925,000 shares pursuant to the Offer, the Company exercised
its right to purchase more than 925,000 shares and accepted for
purchase 1,000,000 shares, resulting in a proration factor of 95.069
percent.
If you have any questions with regard to the foregoing, please
contact the Depositary at (800) 456-9852. The Board of Directors of
RehabCare appreciates your interest in the Offer.
Sincerely,
James M. Usdan
President & Chief Executive Officer
<PAGE> 8
Exhibit 99.12
For Further Information, Contact:
James M. Usdan, President & Chief Executive Officer
Alan C. Henderson, Executive Vice President & Chief Financial Officer
or Betty Cammarata, Manager-Investor Relations
(314) 863-7422
FOR IMMEDIATE RELEASE
MONDAY, MARCH 3, 1997
REHABCARE GROUP COMPLETES BUYBACK
OF 1 MILLION SHARES
ST. LOUIS, MARCH 3, 1997--RehabCare Group, Inc. (NMS/NASDAQ:RHBC)
announced the results of a Dutch Auction self tender that was
concluded on February 28. The Company has accepted for purchase
1,000,000 shares of the 1,051,470 shares tendered, for a preliminary
proration factor of 95.1 percent of the shares tendered. The price
at which the shares will be purchased is $22.50 per share. The
Company expects to announce the final proration factor and to commence
payment for shares purchased pursuant to the offer on or before March
12, 1997. The Company had been seeking 925,000 shares in a range of
$20.00 to $22.50 per share. Prior to commencement of the self tender,
the Company had 4,707,598 shares issued and outstanding.
Mr. James M. Usdan, president and chief executive officer,
commented, "We are extremely pleased at the successful completion of
our offer. This new capitalization structure will be more efficient
for us by lowering our cost of capital, and will provide us a pool of
treasury shares with which to fund future acquisition activities and
stock option exercises."
Financing for the buyback is being provided through a new $45
million credit facility, of which $10 million will initially be
surplus lines of credit.
RehabCare, based in St. Louis, is a leading provider of acute
rehabilitation, subacute, outpatient and therapist staffing services
on a contract basis in conjunction with over 750 hospitals, nursing
homes and contract therapy companies in all 50 of the United States.
-END-
<PAGE> 9
Exhibit 99.13
For Further Information, Contact:
James M. Usdan, President & Chief Executive Officer
Alan C. Henderson, Executive Vice President & Chief Financial Officer
or Betty Cammarata, Manager-Investor Relations
(314) 863-7422
FOR IMMEDIATE RELEASE
WEDNESDAY, MARCH 12, 1997
REHABCARE GROUP ANNOUNCES FINAL RESULTS OF
DUTCH AUCTION SELF TENDER OFFER
ST. LOUIS, MARCH 12, 1997--RehabCare Group, Inc. (NMS/NASDAQ:RHBC)
announced today the final results of its
Dutch Auction self tender offer. Of the 1,051,870 shares of
the Company's common stock tendered, the Company accepted
for purchase 1,000,000 shares at a price of $22.50 per
share, for a final proration factor of 95.069 percent of
the shares tendered. The Company will commence payment for
shares purchased pursuant to the offer today.
The self tender offer expired at 12:00 Midnight,
Eastern Time, on February 28, 1997. The Company had
offered to purchase 925,000 shares at prices specified by
shareholders, ranging from $20 to $22.50. The Company
exercised its right under the terms of the offer to accept
more than 925,000 shares and accepted for purchase
1,000,000 shares at a price of $22.50 per share. After
rounding down to the nearest whole share to avoid the
effect of fractional shares, the Company purchased 999,955
shares of the Company's common stock.
The Depositary for the offer, Boatmen's Trust Company,
is expected to complete payment by Thursday, March 13, 1997
for all shares accepted. Cowen & Company acted as Dealer
Manager for the tender offer.
The shares purchased represent approximately 21.24
percent of the shares outstanding immediately prior to the
tender offer. Following the purchase, the Company had
approximately 3,768,127 shares of common stock outstanding.
RehabCare, based in St. Louis, is a leading provider
of acute rehabilitation, subacute, outpatient and therapist
staffing services on a contract basis in conjunction with
over 750 hospitals, nursing homes and contract therapy
companies in all 50 of the United States.
-END-
</TABLE>
