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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: RehabCare Group, Inc.
Title of Class of Securities: Ordinary Shares
CUSIP Number: 759148109
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Robert Horwitz, RH Capital Associates,
55 Harristown Road, Glen Rock, New Jersey 07452
(201) 444-2850
(Date of Event which Requires Filing of this Statement)
February 5, 1997
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 this
statement [ ]. (A fee is not required only if the filing
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
class. See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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).
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CUSIP No. 759148109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert Horwitz ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
308,600
9. Sole Dispositive Power:
10. Shared Dispositive Power:
308,600
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.6%
14. Type of Reporting Person
IN
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CUSIP No. 759148109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RH Capital Associates 22-3033645
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Sole proprietor is a U.S. citizen
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
308,600
9. Sole Dispositive Power:
10. Shared Dispositive Power:
308,600
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.6%
14. Type of Reporting Person
OO
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Item 1. Security and Issuer
This statement relates to shares Common Stock (the
"Shares") of RehabCare Group, Inc. (the "Company"). The
Company's principal executive office is located at 7733 Forsythe
Boulevard, Suite 1700, St. Louis, Missouri 63105.
Item 2. Identity and Background
This statement is being filed on behalf of Robert
Horwitz and RH Capital Associates, whose address is 55 Harristown
Road, Glen Rock, New Jersey 07452.
Mr. Horwitz is the owner of RH Capital Associates, a
sole proprietorship ("RHC"). RHC is the sole general partner of
Glen Rock Partners, L.P. and RH Capital Associates Number One,
L.P. (the "Partnerships"). The Partnerships are Delaware limited
partnerships. The principal business of Mr. Horwitz and RHC is
to act as manager to certain entities and accounts and as general
partner to the Partnerships.
RHC is also investment manager of Cragswood Ltd.
("Cragswood"), an offshore investment corporation.
Neither Mr. Horwitz nor RHC has, during the last five
years, been convicted in any criminal proceeding.
Neither Mr. Horwitz nor RHC has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
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state securities laws or finding any violations with respect to
such laws.
Mr. Horwitz is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, each of Mr. Horwitz and RHC is
deemed to beneficially own 308,600 Shares. All 308,600 Shares
are held by the Partnerships, Cragswood and managed accounts over
each of which Mr. Horwitz and RHC have investment discretion.
Shares were purchased in open market transactions at an aggregate
cost of $5,842,909.50. The funds for the purchase of the Shares
held in the Partnerships, Cragswood and the managed accounts have
come from the working capital of each. No funds were borrowed in
connection with the purchase of Shares.
Item 4. Purpose of Transaction
The Shares beneficially owned by Mr. Horwitz and
RHC were acquired for, and are being held for, investment
purposes.
Neither Mr. Horwitz nor RHC have any plan or
proposal which relates to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule
13D.
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Item 5. Interest in Securities of the Issuer
As of the date hereof, each of Mr. Horwitz and RHC
is estimated to be the beneficial owner of 308,600 Shares of
the Company. Based on the Company's latest 10-Q, as of
November 30, 1996 there were a total of 4,698,487
outstanding Shares. Therefore, Mr. Horwitz and RHC each
beneficially owns 6.6% of the outstanding Shares. Mr.
Horwitz and RHC have the power to vote, direct the vote,
dispose of or direct the disposition of all the Shares of
the Company that are currently beneficially owned by them.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Neither Mr. Horwitz nor RHC has any contract,
arrangement, understanding or relationship with any person
with respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by Mr. Horwitz and RHC over the past 60
days is filed herewith as Exhibit A.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
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February 11, 1997
Date
/s/ Robert Horwitz
Robert Horwitz
RH Capital Associates
/s/ Robert Horwitz
Robert Horwitz
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42255001.AB4
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Exhibit A
Purchase Number Price
Date of Shares per Share Value
01-17-97 2,100.00 19.425 40,792.50
01-21-97 22,500.00 19.625 441,562.50
01-27-97 12,000.00 19.625 235,500.00
02-03-97 14,000.00 21.500 301,000.00
02-05-97 17,000.00 21.125 359,125.00
02-05-97 3,000.00 21.039 63,375.00
02-07-97 39,000.00 21.039 820,501.50
02-10-97 15,000.00 21.113 316,687.50
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42255001.AB4
