-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WxW2SS90YnoTWTwj7/NlWg3QPh5WR1sEwQ5o/+B64gD4oIr8LMw2W/UwwOZunipv 9XSKqjoTv12WowwS3o8gSA== 0000950114-98-000324.txt : 19980714 0000950114-98-000324.hdr.sgml : 19980714 ACCESSION NUMBER: 0000950114-98-000324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980710 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980710 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABCARE GROUP INC CENTRAL INDEX KEY: 0000812191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 510265872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19294 FILM NUMBER: 98664685 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD 17TH FLR STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637422 FORMER COMPANY: FORMER CONFORMED NAME: REHABCARE CORP DATE OF NAME CHANGE: 19940218 8-K 1 REHABCARE GROUP, INC. FORM 8-K 1 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ 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): July 8, 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 =============================================================================== 2 ITEM 5. OTHER EVENTS On July 10, 1998, RehabCare Group, Inc., a Delaware corporation ("RehabCare"), and Medical Resources, Inc., a Delaware corporation ("Medical Resources"), announced that RehabCare entered into a definitive agreement to acquire StarMed Staffing, Inc., a Delaware corporation ("StarMed"), and certain related entities from Medical Resources (the "Acquisition"). The purchase price of $33 million will be funded through an increase in RehabCare's bank credit facility to $100 million. The Acquisition is expected to be completed in late July or early August, and will be treated by RehabCare as a purchase for accounting purposes. StarMed will be acquired through RehabCare's wholly-owned subsidiary, Healthcare Staffing Solutions Inc., a Massachusetts corporation ("HSSI"). With respect to RehabCare, the Acquisition is expected to be non-dilutive to earnings in 1998 and modestly accretive to earnings beginning in 1999. StarMed reported revenues of approximately $58 million for the twelve months ended December 31, 1997 and approximately $19.8 million for the three months ended March 31, 1998. StarMed provides temporary staffing of nurses and nurse assistants to hospitals and nursing homes on a short-term and extended-term basis. Short-term nurse staffing is provided locally through StarMed's thirty-five offices across the United States and the extended-term staffing provided by StarMed's Traveling Nurses Division complements HSSI's HealthTour Division. StarMed is one of the largest providers of temporary registered nurses in the United States. With the acquisition of StarMed, RehabCare's staffing subsidiary revenues are expected to increase by more than 150% to approximately $120 million per year. 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. --------
Exhibit No. Description - ----------- ----------- 99.1 Text of joint press release, dated July 10, 1998, issued by RehabCare Group, Inc. and Medical Resources, Inc.
2 3 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: July 10, 1998 REHABCARE GROUP, INC. By: /s/ John R. Finkenkeller ---------------------------------------------- John R. Finkenkeller Senior Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit No Description - ---------- ----------- 99.1 Text of joint press release, dated July 10, 1998, issued by RehabCare Group, Inc. and Medical Resources, Inc.
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 REHABCARE GROUP TO ACQUIRE STARMED STAFFING, INC. FROM MEDICAL RESOURCES; WILL BECOME A US LEADER IN TEMPORARY NURSING STAFFING ST. LOUIS--(BW HealthWire)--July 10, 1998--RehabCare Group, Inc. (NASDAQ:RHBC) and Medical Resources, Inc. (NASDAQ:MRII) today announced that RehabCare has entered into a definitive agreement to acquire StarMed Staffing, Inc. and certain related entities from Medical Resources. The purchase price of $33 million will be funded through an increase in RehabCare's bank credit facility to $100 million. The transaction is expected to be completed in late July or early August, and will be treated by RehabCare as a purchase for accounting purposes. StarMed will be acquired through RehabCare's wholly-owned subsidiary, Healthcare Staffing Solutions, Inc. (HSSI). With respect to RehabCare, this acquisition is expected to be non-dilutive to earnings in 1998 and modestly accretive to earnings beginning in 1999. StarMed had reported revenues of approximately $58 million for the 12 months ended December 31, 1997 and approximately $19.8 million for the three months ended March 31, 1998. StarMed provides temporary staffing of nurses and nurse assistants to hospitals and nursing homes on a short-term and extended-term basis. Short-term nurse staffing is provided locally through StarMed's 35 offices across the U.S. and the extended-term staffing provided by StarMed's Traveling Nurses Division complements HSSI's Health Tour Division. StarMed is one of the largest providers of temporary registered nurses in the U.S. With the acquisition of StarMed, RehabCare's staffing subsidiary revenues are expected to increase by more than 150% to approximately $120 million per year. Alan C. Henderson, President and Chief Executive Officer of RehabCare commented, "Already a leader in temporary therapist staffing, this acquisition will also make RehabCare a leader in temporary nurse staffing as well, and provide critical mass for the diversification into nurse staffing begun by HSSI in March of this year. With the 35 StarMed offices, we can now cross-sell short-term staffing services with our traveling therapist business. This will provide growth opportunities for HSSI's short-term therapy staffing activities." He further explained, "We expect job openings in nurse staffing to accelerate due to the need to replace experienced nurses who leave the occupation as the average age of the nursing population continues to rise. We also expect to benefit from pressures to reduce healthcare costs, which we believe will increase the demand for temporary staffing of both nurses and therapists as healthcare providers reduce their base of permanent staffs and gravitate to 'just in time' staffing." Duane C. Montopoli, President and Chief Executive Officer of Medical Resources, stated, "As previously announced, Medical Resources retained Warburg Dillon Read to assist it in exploring strategic alternatives for and a possible sale of StarMed. Of the various strategic alternatives available, we believe the sale to RehabCare represents the best value for our shareholders. Given the obvious synergies between StarMed and Healthcare Staffing Solutions, I am also pleased that this transaction will afford StarMed opportunities to expand its business." Medical Resources specializes in the ownership, operation and management of diagnostic imaging centers. The Company operates approximately 100 imaging centers in the U.S. and 2 provides network management services to managed care organizations in regions where its centers are concentrated. Through its StarMed Staffing subsidiary, Medical Resources has provided temporary healthcare staffing to acute and subacute care facilities nationwide. 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 provisions 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. 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 Morgan-Walke Associates: June Filingeri/Jennifer Angell Press: Darren Brandt 212/850-5600 or Medical Resources, Inc. Duane C. Montopoli, President and Chief Executive Officer 201/488-6230 -----END PRIVACY-ENHANCED MESSAGE-----