SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
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 Suite 1700 One Mercantile Center
St. Louis, Missouri 63105 St. Louis, Missouri 63101
(314) 863-7422 (314) 552-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 1997
(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 / /.
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.
<F1>The remainder of this cover page shall be filled outfor 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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James M. Usdan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 55,095
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
55,095
10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,680
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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)
7.74%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE> 3
Item 3. Source and Amount of Funds or Other Consideration.
James M. Usdan obtained 55,430 of the shares of RehabCare
Common Stock reported in this Schedule 13D with personal funds. The remaining
256,250 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 5. Interest in Securities of the Issuer.
(a) James M. Usdan may be deemed to be the beneficial owner of
311,680 shares (including 256,250 shares subject to stock options) of RehabCare
Common Stock, representing 7.74% of the 3,768,172 shares of such class issued
and outstanding as of April 11, 1997.
(b) James M. Usdan may be deemed to have sole voting and
dispositive power with respect to 55,095 shares of RehabCare Common Stock, which
shares represent 1.36 percent of the 3,768,172 shares of such class issued and
outstanding as of April 11, 1997.
(c) Between February 10, 1997 and April 11, 1997, James M.
Usdan effected a total of seven transactions in RehabCare Common Stock:
(1) On February 11, 1997, James M. Usdan
purchased 62.075 shares at $21.125 per
share. The transaction was effected by
Boatmen's Trust Company on the open market.
(2) On February 24, 1997, James M. Usdan
purchased 125 shares at $21.875 per share.
The transaction was effected by Merill Lynch
& Company on the open market.
(3) On February 24, 1997, James M. Usdan
purchased 395 shares at $21.875 per share.
The transaction was effected by Merill Lynch
& Company on the open market.
(4) On March 11, 1997, James M. Usdan sold
105.095 shares at $23.920 per share. The
transaction was effected by Boatmen's Trust
Company on the open market.
(5) On April 1, 1997, James M. Usdan purchased
54.688 shares at $24.000 per share. The
transaction was effected by Boatmen's Trust
Company on the open market.
(6) On April 2, 1997, James M. Usdan purchased
110 shares at $24.750 per share. The
transaction was effected by Merill Lynch &
Company on the open market.
(7) On April 10, 1997, James M. Usdan purchased
56.512 shares at $25.290 per share. The
transaction was effected by Boatmen's Trust
Company on the open market.
<PAGE> 4
(d) Not applicable.
(e) Not applicable.
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: April 11, 1997 /s/ James M. Usdan
James M. Usdan
