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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): May 26, 2011
RehabCare Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-14655
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51-0265872 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
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7733 Forsyth Boulevard
Suite 2300
St. Louis, Missouri
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63105 |
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(Address of Principal
Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code:
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of the stockholders of RehabCare Group, Inc. (the Company or
RehabCare) held on May 26, 2011, the Companys stockholders approved the proposal to adopt the
Agreement and Plan of Merger, dated as of February 7, 2011, by and among Kindred Healthcare, Inc.
(Kindred), Kindred Healthcare Development, Inc. (Merger Subsidiary) and RehabCare, providing
for the acquisition of RehabCare by Kindred (as amended, the Merger Agreement). Subject to the
terms and conditions of the Merger Agreement, RehabCare will be merged with and into Kindred (the
Merger), with Kindred surviving the Merger, provided that either Kindred or RehabCare may, prior
to the effective time of the Merger, elect to change the method of effecting the Merger to provide
for a merger of Merger Subsidiary with and into RehabCare, with RehabCare surviving as a wholly
owned subsidiary of Kindred.
The stockholders of the Company also voted to approve adjournments or postponements of the
RehabCare special meeting, if necessary or appropriate, to permit further solicitation of proxies
if there are not sufficient votes at the time of the RehabCare special meeting to adopt the merger
agreement. The special meeting was not adjourned to a later date. The matters acted upon at the
special meeting are described in more detail in the Joint Proxy Statement/Prospectus of Kindred and
RehabCare filed with the Securities and Exchange Commission by Kindred on April 26, 2011, pursuant
to which proxies were solicited.
The final voting results for each proposal are set forth below:
Proposal 1: Adopt the Merger Agreement
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For |
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Against |
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Abstain |
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Broker Non-Votes |
19,578,723
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80,705 |
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3,657 |
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0 |
Proposal 2: Adjourn the Special Meeting
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For |
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Against |
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Abstain |
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Broker Non-Votes |
18,200,955
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1,460,817 |
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1,313 |
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0 |
Item 8.01. Other Events.
RehabCare and Kindred anticipate that the Merger will be consummated on June 1, 2011.
Additional Information About this Transaction
In connection with the pending transaction with RehabCare Group, Inc. (RehabCare), Kindred
Healthcare, Inc. (Kindred) has filed with the Securities and Exchange Commission (the SEC) a
Registration Statement on Form S-4 (commission file number 333-173050) that includes a joint proxy
statement of Kindred and RehabCare that also constitutes a prospectus of Kindred. The registration
statement was declared effective by the SEC on April 26, 2011. Kindred and RehabCare mailed the
definitive joint proxy statement/prospectus to their respective stockholders on or about April 28,
2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PENDING TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION. You may obtain a free
copy of the joint proxy statement/prospectus and other related documents filed by Kindred and
RehabCare with the SEC at the SECs website at www.sec.gov. The joint proxy statement/prospectus
and the other documents filed by Kindred
and RehabCare with the SEC may also be obtained for free by accessing Kindreds website at
www.kindredhealthcare.com and clicking on the Investors link and then clicking on the link for
SEC Filings or by accessing RehabCares website at www.RehabCare.com and clicking on the
Investor Information link and then clicking on the link for SEC Filings.
Participants in this Transaction
Kindred, RehabCare and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from their respective stockholders in
favor of the pending transaction. You can find information about Kindreds executive officers and
directors in the joint proxy statement/prospectus. You can find information about RehabCares
executive officers and directors in its amended Form 10-K filed with the SEC on April 28, 2011.
You can obtain a free copy of these documents from Kindred or RehabCare, respectively, using the
contact information above.
Forward-Looking Statements
Information set forth herein contains forward-looking statements, which involve a number of
risks and uncertainties. Kindred and RehabCare caution readers that any forward-looking
information is not a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the business
combination transaction involving Kindred and RehabCare, including future financial and operating
results, the combined companys plans, objectives, expectations and intentions and other statements
that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: (a) the satisfaction of the closing conditions to the
acquisition of RehabCare by Kindred, and Kindreds ability to complete the required financing as
contemplated by the financing commitment; (b) Kindreds ability to integrate the operations of the
acquired hospitals and rehabilitation services operations and realize the anticipated revenues,
economies of scale, cost synergies and productivity gains in connection with the RehabCare
acquisition and any other acquisitions that may be undertaken during 2011, as and when planned,
including the potential for unanticipated issues, expenses and liabilities associated with those
acquisitions and the risk that RehabCare fails to meet its expected financial and operating
targets; (c) the potential for diversion of management time and resources in seeking to complete
the RehabCare acquisition and integrate its operations; (d) the potential failure to retain key
employees of RehabCare; (e) the impact of Kindreds significantly increased levels of indebtedness
as a result of the RehabCare acquisition on Kindreds funding costs, operating flexibility and
ability to fund ongoing operations with additional borrowings, particularly in light of ongoing
volatility in the credit and capital markets; (f) the potential for dilution to Kindreds
stockholders as a result of the RehabCare acquisition; and (g) the ability of Kindred to operate
pursuant to the terms of its debt obligations, including Kindreds obligations under financings
undertaken to complete the RehabCare acquisition, and the ability of Kindred to operate pursuant to
its master lease agreements with Ventas, Inc. (NYSE:VTR). Additional factors that may affect
future results are contained in Kindreds and RehabCares filings with the SEC, which are available
at the SECs web site at www.sec.gov. Many of these factors are beyond the control of Kindred or
RehabCare. Kindred and RehabCare disclaim any obligation to update and revise statements contained
in these materials based on new information or otherwise.
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.
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REHABCARE GROUP, INC.
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Date: May 26, 2011 |
By: |
/s/ Jay W. Shreiner
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Jay W. Shreiner |
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Executive Vice President and
Chief Financial Officer |
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