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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 1998
REHABCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19294 51-0265872
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
7733 FORSYTH BOULEVARD
17TH FLOOR
ST. LOUIS, MISSOURI 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 863-7422
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ITEM 5. OTHER EVENTS
On August 6, 1998, RehabCare Group, Inc., a Delaware corporation
("RehabCare"), announced that RehabCare had signed a definitive agreement to
acquire Therapeutic Systems, Ltd., an Illinois corporation ("Therapeutic"),
located in Chicago, Illinois (the "Acquisition"). Therapeutic provides
low-cost contract therapy services to approximately 50 nursing homes and
school districts in the greater Chicago area. Therapeutic reported revenues
of approximately $14 million for the twelve months ended December 31, 1997.
Subject to customary closing conditions, the Acquisition is expected to be
consummated by late August 1998.
The foregoing description is qualified in its entirety by reference to
a copy of the press release which is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Text of press release, dated August 6, 1998, issued by
RehabCare Group, Inc.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 6, 1998
REHABCARE GROUP, INC.
By: /s/ Alan C. Henderson
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Alan C. Henderson
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Text of press release, dated August 6, 1998, issued by
RehabCare Group, Inc.
</TABLE>
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EXHIBIT 99.1
REHABCARE GROUP TO ACQUIRE THERAPEUTIC SYSTEMS, LTD.
ST. LOUIS--(BW HealthWire)--August 6, 1998--RehabCare Group, Inc.
(NASDAQ:RHBC) today announced that it has signed a definitive agreement to
acquire Therapeutic Systems, Ltd. of Chicago, Illinois.
Therapeutic Systems, Ltd. is a low-cost provider of contract therapy services
to approximately 50 nursing homes and school districts in the greater Chicago
area. Therapeutic Systems achieved 1997 annual sales approaching $14
million. The transaction will be paid for with cash, notes and restricted
stock and is expected to close by late August. Specific terms were not
disclosed. However, Therapeutic Systems is expected to be accretive to
earnings in 1998 and beyond.
Ronald C. Stauber, President of Therapeutic Systems, remarked: "Our
management team is excited about the opportunities offered to our clients and
professional staff. We expect this combination will result in enhanced
client services in many areas, but particularly in the management and
information systems which will allow for the effective implementation and
management of PPS reimbursement. Further, there is an opportunity for our
clients to strengthen their relationships with referral sources due to
RehabCare's extensive hospital client base."
Alan C. Henderson, President and Chief Executive Officer of RehabCare,
commented: "We are excited about the opportunity to team with Therapeutic
Systems. Therapeutic Systems will benefit RehabCare by strengthening our
low-cost quality model in response to the changing healthcare reimbursement
environment while increasing the scale of our long-term care contract therapy
activities."
Mr. Henderson continued: "Therapeutic Systems places RehabCare's contract
therapy division in a much stronger position with $25 million in combined
annual business in the contiguous states of Illinois and Missouri."
RehabCare Group, Inc., headquartered in St. Louis, is a leading provider of
acute rehabilitation, subacute, outpatient, temporary and permanent therapist
and nurse 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.
Except for historical information contained herein, the statements in this
release are forward-looking statements that are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results.
NOTE: More information on RehabCare can be found on the World Wide Web at
http://www.rehabcare.com
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CONTACT: RehabCare Group, Inc.
Alan C. Henderson
President and Chief Executive Officer
John R. Finkenkeller
Senior Vice President and Chief Financial Officer
Betty Cammarata, Manager-Investor Relations
314/863-7422
or
Morgen-Walke Associates:
June Filingeri/Jennifer Angell
Press: Darren Brandt
212/850-5600
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