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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.: 1
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)
March 12, 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, PF
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:
8,500
8. Shared Voting Power:
308,600
9. Sole Dispositive Power:
8,500
10. Shared Dispositive Power:
308,600
11. Aggregate Amount Beneficially Owned by Each Reporting Person
317,100
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)
8.4%
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
308,600
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)
8.2%
14. Type of Reporting Person
OO
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The reason for the filing of this Amendment No. 1 to the
previously filed 13D is to show that the holdings of
Robert Horwitz ("Mr. Horwitz") and RH Capital Associates ("RHC")
have increased from 6.6% each to 8.4% and 8.2%, respectively.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Horwitz is deemed to
beneficially own 317,100 Shares. 308,600 Shares are held by Glen
Rock Partners, L.P., RH Capital Associates Number One, L.P.,
Cragswood Ltd. and managed accounts over each of which
Mr. Horwitz and RHC have investment discretion. 8,500 Shares are
held by Mr. Horwitz personally.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Horwitz is estimated to be
the beneficial owner of 317,100 Shares of Common Stock (the
"Shares") of RehabCare Group, Inc. (the "Company"). Since the
filing of the initial Schedule 13D, Mr. Horwitz purchased 8,500
Shares in open market transactions at an aggregate cost of
$186,505.15. RHC is estimated to be the beneficial owner of
308,600 Shares of the Company. The Company repurchased 930,360
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of its Shares at a price of $22.50 per Share on March 12, 1997.
Following the buyback, the Company had 3,768,127 Shares
outstanding. Therefore, Mr. Horwitz now beneficially owns 8.4%
of the outstanding Shares and RHC beneficially owns 8.2% 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
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares that
were effected by Mr. Horwitz over the past 60 days' is filed
herewith as Exhibit A.
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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.
March 24, 1997
Date
/s/ Robert Horwitz
Robert Horwitz
RH Capital Associates
/s/ Robert Horwitz
Robert Horwitz
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42255001.AB8
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Exhibit A
Number of Price per
Purchase Date Shares Share* Value
2-14-97 2,500 $21.254 $53,135.00
3-3-97 1,500 22.257 33,385.00
3-3-97 4,500 22.219 99,985.15
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*Not including commissions
42255001.AB8
