As
filed with the Securities and Exchange Commission on October 23,
2009
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Registration
No. 333-162406
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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______________________
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PRE-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-3/A
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
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______________________
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REHABCARE
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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DELAWARE
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(State
or other jurisdiction of incorporation or organization)
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51-0265872
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(I.R.S.
Employer
Identification
No.)
7733
Forsyth Boulevard, 23rd Floor
St.
Louis, Missouri 63105
Telephone:
(800) 677-1238
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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PATRICIA
S. WILLIAMS, ESQ.
Senior
Vice President, General Counsel and Corporate Secretary
RehabCare
Group, Inc.
7733
Forsyth Boulevard, 23
rd
Floor
St.
Louis, Missouri 63105
(314)
659-2123
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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|
Copy
to:
SCOTT
COHEN, ESQ.
Weil,
Gotshal & Manges LLP
200
Crescent Court, Ste 300
Dallas,
TX 75201
Telephone:
(214) 746-7700
Facsimile:
(214) 746-7700
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TODD
R. CHANDLER, ESQ.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, NY 10153
Telephone:
(212) 310-8000
Facsimile:
(212) 310-8007
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Approximate
date of commencement of proposed sale to public: From time to time after
the effective date of this registration statement.
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If
the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following
box.
o
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If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
x
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If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
o
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If
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
o
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If
this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities
Act, check the following box.
o
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If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box.
o
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
o
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Large
accelerated filer
o
Accelerated
filer
x
Non-accelerated
filer
o
Smaller
reporting company
o
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CALCULATION
OF REGISTRATION FEE
Title
of each class of securities
to
be registered (1)
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Amount
to be
Registered
(1)
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Proposed
maximum
aggregate
offering
price
(1)(2)
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Amount
of registration fee
(3)
(4)
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Common
stock, par value $0.01 per share,
with
related preferred stock purchase rights
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-
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-
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-
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Preferred
stock, par value $0.10 per share
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-
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-
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-
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Warrants
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-
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-
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-
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Debt
Securities
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-
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-
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-
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Units
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-
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-
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-
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Total
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$25,000,000
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$1,395
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(1)
There are being registered under this registration statement such
indeterminate principal amount or number of shares of common stock with
related preferred stock purchase rights, preferred stock, warrants, debt
securities and units as may be sold by the registrant from time to time,
which together shall have an aggregate initial offering price not to
exceed $25,000,000. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
Pursuant to Rule 457(i) under the Securities Act of 1933 (the “Securities
Act”), the securities registered hereunder also include such indeterminate
number of shares of common stock with related preferred stock purchase
rights or preferred stock, number of warrants and principal amount of debt
securities as may be issued upon conversion or exchange of any preferred
stock, warrants or debt securities registered hereunder that provide for
conversion or exchange, upon exercise of warrants or pursuant to the
anti-dilution provisions of any such securities. In addition, pursuant to
Rule 416 under the Securities Act, the shares being registered hereunder
include such indeterminate number of shares of common stock with related
preferred stock purchase rights and shares of preferred stock as may be
issuable with respect to the shares being registered hereunder as a result
of stock splits, stock dividends, or similar
transactions.
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(2)
The proposed maximum per unit and aggregate offering prices per class of
securities will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities
registered under this registration statement and is not specified as to
each class of security pursuant to General Instruction II.D of Form S-3
under the Securities Act.
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(3)
Calculated pursuant to Rule 457(o) under the Securities
Act.
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(4)
Previously paid.
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______________________
STATEMENT
PURSUANT TO RULE 429
Pursuant
to the provisions of Rule 429 under the Securities Act, the prospectus contained
in this registration statement also relates to the securities of up to a maximum
aggregate initial offering price of $100,000,000 registered but not sold under
RehabCare Group, Inc.’s registration statement on Form S-3 (Registration No.
333-160574), which became effective on July 29, 2009 (the “July Registration
Statement”). This registration statement also constitutes a
post-effective amendment to the July Registration Statement. Such
post-effective amendment shall hereafter become effective concurrently with the
effectiveness of this registration statement and in accordance with Section 8(c)
of, and Rule 429 under, the Securities Act.
In the
event that any of such previously registered securities are offered prior to the
effective date of this registration statement, the amount of such securities
will not be included in any prospectus hereunder. The securities of
up to $25,000,000 aggregate initial offering price being registered pursuant to
this registration statement, together with the securities of up to $100,000,000
aggregate initial offering price registered under the July Registration
Statement, represent the securities up to the maximum aggregate initial offering
price of $125,000,000.
______________________
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy
these securities in any state where the offer or sale is not
permitted.
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Subject
to Completion, dated October 23, 2009
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PROSPECTUS
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REHABCARE
GROUP, INC.
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$125,000,000
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Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Units
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We
may offer and sell from time to time, in one or more series or issuances
and on terms that we will determine at the time of the offering, any
combination of the securities described in this prospectus, up to an
aggregate amount of $125,000,000.
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We
will provide specific terms of any offering in a supplement to this
prospectus. Any prospectus supplement may also add, update or change
information contained in this prospectus. You should carefully read this
prospectus and the applicable prospectus supplement as well as the
documents incorporated or deemed to be incorporated by reference in this
prospectus or any applicable prospectus supplement before you purchase any
of the securities offered hereby.
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These
securities may be offered and sold in the same offering or in separate
offerings to or through underwriters, dealers, and agents or directly to
purchasers. The names of any underwriters, dealers or agents involved in
the sale of our securities and their compensation will be described in the
applicable prospectus supplement. See “Plan of
Distribution.”
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Our
common stock is listed on the New York Stock Exchange under the symbol
“RHB.” We will provide information in any applicable prospectus supplement
regarding any listing of securities other than shares of our common stock
on any securities exchange.
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INVESTING
IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. SEE “RISK FACTORS” BEGINNING
ON PAGE 2 OF THIS PROSPECTUS AND IN THE APPLICABLE PROSPECTUS SUPPLEMENT
BEFORE INVESTING IN ANY SECURITIES.
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NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The
date of this prospectus is
,
2009
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ABOUT THIS PROSPECTUS
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i
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PROSPECTUS SUMMARY
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2
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RISK FACTORS
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2
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FORWARD-LOOKING STATEMENTS
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2
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USE OF PROCEEDS
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3
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RATIO OF EARNINGS TO FIXED
CHARGES
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3
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THE SECURITIES WE MAY OFFER
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3
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DESCRIPTION OF CAPITAL STOCK
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4
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DESCRIPTION OF WARRANTS
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5
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DESCRIPTION OF DEBT SECURITIES
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6
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DESCRIPTION OF UNITS
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11
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PLAN OF DISTRIBUTION
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12
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LEGAL MATTERS
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13
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EXPERTS
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13
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WHERE YOU CAN FIND MORE
INFORMATION
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13
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INCORPORATION BY REFERENCE
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13
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About
This Prospectus
You
should rely only on the information that we have provided or incorporated by
reference in this prospectus, any applicable prospectus supplement and any
related free writing prospectus that we may authorize to be provided to you. We
have not authorized anyone to provide you with different
information.
You
should assume that the information appearing in this prospectus, any applicable
prospectus supplement, any document incorporated by reference or any related
free writing prospectus that we may authorize to be provided to you is accurate
only as of the date of the applicable documents, regardless of the time of
delivery of this prospectus, any applicable prospectus supplement or any related
free writing prospectus, or any sale of a security. Our business, financial
condition, results of operations and prospects may have changed since that
date.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, which we refer to as the “SEC,” utilizing a “shelf”
registration process. Under this shelf process, we may, from time to time, sell
any combination of the securities described in this prospectus in one or more
offerings up to a total amount of $125,000,000.
This
prospectus provides you with a general description of the securities we may
offer. Each time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will contain specific information
about the terms of that offering. We will file each prospectus supplement with
the SEC. The information in the prospectus supplement (and in any related free
writing prospectus that we may authorize to be provided to you) may also add,
update or change the information contained in this prospectus. Before buying any
of the securities being offered under this registration statement, we urge you
to carefully read this prospectus, any applicable prospectus supplement and any
related free writing prospectus, together with the information incorporated
herein or therein by reference as described under the heading “Where You Can
Find Additional Information.”
PROSPECTUS
SUMMARY
The
following summary does not contain all of the information that may be important
to purchasers of our securities. Prospective purchasers of our securities should
carefully review the detailed information and financial statements, including
the notes thereto, appearing elsewhere in, or incorporated by reference into,
this prospectus and any prospectus supplement. As used in this prospectus,
unless the context requires otherwise, the terms “RehabCare,” “Company,” “we,”
“our” and “us” refer to RehabCare Group, Inc. and its consolidated
subsidiaries.
Our
Company
RehabCare
Group, Inc., headquartered in St. Louis, Missouri, is a leading provider of
rehabilitation program management services in more than 1,200 hospitals, skilled
nursing facilities, outpatient facilities and other long-term care facilities
located in 43 states. In partnership with healthcare providers, we provide
post-acute program management, medical direction, physical therapy
rehabilitation, quality assurance, compliance review, specialty programs and
census development services. We also own and operate seven long-term acute care
hospitals (“LTACHs”) and six rehabilitation hospitals, and we provide other
healthcare services, including healthcare management consulting services and
staffing services for therapists and nurses. Effective June 1, 2009, we sold our
Phase 2 Consulting business, which provided healthcare management
consulting services primarily to acute care hospitals and hospital
systems.
Established
in 1982, we have more than 25 years of experience helping healthcare providers
grow and become more efficient while effectively and compassionately delivering
rehabilitation services to patients. We believe our clients place a high value
on our extensive experience in assisting them to implement clinical best
practices, to address competition for patient services and to navigate the
complexities inherent in managed care contracting and government reimbursement
systems. Over the years, we have diversified our program management services to
include management services for inpatient rehabilitation facilities within
hospitals, skilled nursing units, outpatient rehabilitation programs, home
health, and skilled nursing, long-term care and assisted living facilities.
Within the long-term acute care and rehabilitation hospitals we operate, we
provide total medical care to patients with medically complex diagnoses and to
patients in need of rehabilitation.
For the
year ended December 31, 2008, we had consolidated operating revenues of $735.4
million, operating earnings of $32.9 million, net earnings of $18.7 million and
diluted earnings per share of $1.05.
Our
Offices
We were
incorporated in Delaware in 1982. Our principal executive office is located at
7733 Forsyth Boulevard, St. Louis, Missouri 63105. Our telephone number is (800)
677-1238. Our website is located at www.rehabcare.com. Other than as described
in “Where You Can Find More Information” below, the information on, or that can
be accessed through, our website is not incorporated by reference in this
prospectus or any prospectus supplement, and you should not consider it to be a
part of this prospectus or any prospectus supplement.
RISK
FACTORS
Investing
in our securities involves risks. Please see the risk factors described under
the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, which is on file with the SEC and incorporated by
reference in this prospectus, as well as the risk factors and other information
contained in the applicable prospectus supplement and any related free writing
prospectus. Before making an investment decision, you should carefully consider
these risks as well as information we include or incorporate by reference in
this prospectus and in any accompanying prospectus supplement. The risks and
uncertainties we have described are not the only ones facing our Company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business or
operations.
FORWARD-LOOKING
STATEMENTS
This
prospectus, each prospectus supplement and the information incorporated by
reference in this prospectus and each prospectus supplement contain historical
information, as well as forward-looking statements that involve known and
unknown risks and relate to future events, our future financial performance or
our projected business results. In some cases, forward-looking statements can be
identified by terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “targets,” “potential” or
“continue” or the negative of these terms or other comparable terminology. These
statements are made on the basis of our views and assumptions as of the time the
statements are made and we undertake no obligation to update these statements.
We caution investors that any such forward-looking statements we make are not
guarantees of future performance and that actual results may differ materially
from anticipated results or expectations expressed in our forward-looking
statements as a result of a variety of factors. While it is impossible to
identify all such factors, some of the factors that could impact our business
and cause actual results to differ materially from forward-looking statements
are discussed under the caption, “Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2008.
Except as
required by applicable law, including the securities laws of the United States
and the rules and regulations of the SEC, we do not plan to publicly update or
revise any forward-looking statements contained herein after we distribute this
prospectus, whether as a result of any new information, future events or
otherwise.
USE
OF PROCEEDS
Unless
otherwise indicated in the applicable prospectus supplement, we will use the net
proceeds from the sale of the securities for general corporate purposes, which
may include capital expenditures, acquisitions, investments and the repayment of
indebtedness. Pending these uses, the net proceeds may also be temporarily
invested in short- and medium-term securities.
RATIO
OF EARNINGS TO FIXED CHARGES
The
following table sets forth our historical ratio of earnings to fixed charges and
the ratio of earnings to combined fixed charges for the periods indicated. We
had no preferred stock outstanding and did not pay preferred stock dividends
during these periods.
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Six
months ended
June
30,
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Fiscal
year ended December 31,
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Ratio
of earnings to fixed charges
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8.5
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4.4
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2.6
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2.9
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12.1
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19.8
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The ratio
of earnings to fixed charges has been computed on a consolidated basis.
“Earnings” consists of pretax income from continuing operations before
adjustment for noncontrolling interests and equity in net income (loss) from
affiliates plus fixed charges. Fixed charges consist of interest expense and a
portion of rental expense estimated to represent interest.
THE
SECURITIES WE MAY OFFER
The
descriptions of the securities contained in this prospectus, together with the
applicable prospectus supplements, summarize the material terms and provisions
of the various types of securities that we may offer. We will describe in the
applicable prospectus supplement relating to any securities the particular terms
of the securities offered by that prospectus supplement. We will also include in
the prospectus supplement information, when applicable, about material U.S.
federal income tax considerations relating to the securities, and the securities
exchange, if any, on which the securities will be listed.
We may
sell from time to time, in one or more offerings, any one or more of the
following:
·
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common
stock, including the associated preferred stock purchase rights (“common
stock”);
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·
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warrants
to purchase common stock, preferred stock and/or debt
securities;
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·
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units
consisting of common stock, preferred stock, debt securities and/or
warrants in any combination; or
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·
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any
combination of the foregoing
securities.
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In this
prospectus, we refer to the common stock, preferred stock, debt securities,
warrants and units collectively as “securities.” The total dollar amount of all
securities that we may issue under this prospectus will not exceed
$125,000,000.
If we
issue debt securities at a discount from their original stated principal amount,
then, for purposes of calculating the total dollar amount of all securities
issued under this prospectus, we will treat the initial offering price of the
debt securities as the total original principal amount of the debt
securities.
This
prospectus may not be used to consummate a sale of securities unless it is
accompanied by a prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
We are
authorized to issue 60,000,000 shares of common stock, par value $0.01 per
share, and 10,000,000 shares of preferred stock, par value $0.10 per share,
which may be issued in one or more series. As of September 30, 2009, there were
18,449,942 shares of our common stock outstanding, held of record by 544
holders, and 4,002,898 shares of our common stock were held in our treasury. As
of such date, no shares of our preferred stock were outstanding.
The
following summary describes certain of the material provisions of our common
stock and our preferred stock, but does not purport to be complete and is
subject to and qualified in its entirety by Delaware General Corporation Law and
our Restated Certificate of Incorporation, as amended, and our Amended and
Restated By-Laws.
Common
Stock
Holders
of shares of our common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Holders of our common stock are entitled
to receive dividends when, as and if declared by our Board of Directors from
funds legally available therefor, and to share ratably in our assets legally
available for distribution to our stockholders in the event of liquidation or
dissolution. Our common stock has no preemptive rights, alienability
restrictions, conversion terms or sinking fund provisions and no subscription or
redemption privileges. Our common stock does not have cumulative voting rights,
which means the holder or holders of more than half of the shares voting for the
election of directors can elect all the directors then being elected. All of the
outstanding shares of our common stock are fully paid and not liable for further
call or assessment.
Preferred
Stock Purchase Rights
We are
party to a rights agreement that may have the effect of deterring, delaying or
preventing a change in control of our Company that might otherwise be in the
best interests of our stockholders. The rights agreement grants one preferred
stock purchase right with each outstanding share of our common stock. Each
right, when exercisable, entitles the holder to purchase from us one
one-hundredth of a share of a series of voting preferred stock, designated as
Series B Junior Participating Preferred Stock, $0.10 par value, at an exercise
price of $150.00 per one one-hundredth of a share.
The
rights will trade in tandem with the common stock until 10 days after a
“distribution event” (i.e., the announcement of an intention to acquire or the
actual acquisition of 20% or more of the outstanding shares of our common
stock), at which time the rights would detach from the common stock and become
exercisable. Upon exercise, the holders of the rights (other than the person who
triggered the distribution event and that person’s associates) will be able to
purchase at the exercise price shares of our common stock having the then market
value of two times the aggregate exercise price of the rights. If another
corporation acquires us after a person acquires 20% or more of our common stock,
then each holder of a right will be entitled to receive the aggregate number of
the acquiring corporation’s shares of common stock having a market value of two
times the aggregate exercise price of the rights. The rights expire on October
1, 2012, unless redeemed, exchanged or otherwise terminated at an earlier
date.
Preferred
Stock
Our Board
of Directors has the authority by resolution, without any action of our
stockholders, to issue from time to time up to 10,000,000 shares of preferred
stock in one or more series with such terms and designations as our Board of
Directors may fix, including dividend rates, conversion rights, redemption
rights and liquidation preferences.
The
authority possessed by our Board of Directors to issue preferred stock could
potentially be used to discourage attempts by others to obtain control of the
Company through merger, tender offer, proxy contest, consent or otherwise by
making such attempts more difficult to achieve or more costly. Our Board of
Directors may issue preferred stock without stockholder approval and with voting
and conversion rights that could adversely affect the voting power of holders of
our common stock.
Delaware
Law and Certain Charter and By-Law Provisions
We are
subject to the provisions of Section 203 of the Delaware General Corporation
Law. In general, this statute prohibits a publicly-held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless the business combination is approved
in a manner prescribed in the statute. An “interested stockholder” is a person
who, together with affiliates and associates, owns (or owned within the prior
three years) 15% or more of the corporation’s voting stock.
Our
Restated Certificate of Incorporation, as amended, includes provisions to
eliminate the personal liability of our directors for monetary damages resulting
from breaches of their fiduciary duty to the extent permitted by the Delaware
General Corporation Law. Both the Restated Certificate of Incorporation, as
amended, and our Amended and Restated By-Laws provide for the indemnification of
our directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law.
Listing
Our
common stock is listed on the New York Stock Exchange under the symbol
“RHB.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare Investor
Services.
DESCRIPTION
OF WARRANTS
We may
issue warrants, including warrants to purchase common stock, preferred stock or
debt securities or any combination of the foregoing. Warrants may be issued
independently or as part of a unit with any other securities and may be attached
to or separate from the underlying securities. The warrants will be issued under
warrant agreements to be entered into between us and a warrant agent, as
detailed in the prospectus supplement relating to warrants being
offered.
A
prospectus supplement relating to any warrants being offered will include
specific terms relating to the offering, including a description of any other
securities sold together with the warrants. These items will
include:
·
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the
title of the warrants;
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·
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the
aggregate number of the warrants;
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·
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the
price or prices at which the warrants will be
issued;
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·
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the
currencies in which the price or prices of the warrants may be
payable;
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·
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the
designation, amount and terms of the common stock, preferred stock or debt
securities or rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies or indices, purchasable upon exercise of the
warrants and procedures by which those numbers may be
adjusted;
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·
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the
designation and terms of the other offered securities, if any, with which
the warrants are issued and the number of the warrants issued with each
security;
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·
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if
applicable, the date on and after which the warrants and the offered
securities purchasable upon exercise of the warrants will be separately
transferable;
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·
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the
price or prices at which the offered securities purchasable upon exercise
of the warrants may be purchased;
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·
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the
date on which the right to exercise the warrants shall commence and the
date on which the right shall
expire;
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·
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the
minimum or maximum amount of the warrants that may be exercised at any one
time;
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·
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any
terms relating to the modification of the
warrants;
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·
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information
with respect to book-entry procedures, if
any;
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·
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a
discussion of any material federal income tax considerations;
and
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·
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any
other material terms of the warrants, including terms, procedures, and
limitations relating to the transferability, exchange, exercise or
redemption of the warrants.
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The
applicable prospectus supplement will describe the specific terms of any
warrants or warrant units.
The
descriptions of the warrant agreements in this prospectus and in any prospectus
supplement are summaries of the applicable provisions of the applicable
agreements. These descriptions do not restate those agreements in their entirety
and do not contain all of the information that you may find useful. We urge you
to read the applicable agreements because they, and not the summaries, define
your rights as holders of the warrants or any warrant units. For more
information, please review the form of the relevant agreements, which will be
filed with the SEC promptly after the offering of the warrants or warrant units
and will be available as described under the heading “Where You Can Find More
Information.”
DESCRIPTION
OF DEBT SECURITIES
The
following description sets forth some general terms and provisions of the debt
securities we may offer, but it is not complete. The particular terms of the
debt securities offered and the extent, if any, to which the general provisions
may not apply to the debt securities so offered will be described in the
prospectus supplement relating to the debt securities. For a more detailed
description of the terms of the debt securities, please refer to the indenture
relating to the issuance of the particular debt securities.
Any
senior debt securities will be issued under a senior indenture to be entered
into between us and the trustee named in the senior indenture. Any subordinated
debt securities will be issued under a subordinated indenture to be entered into
between us and the trustee named in the subordinated indenture. As used in this
registration statement, the term “indentures” refers to both the senior
indenture and the subordinated indenture. The indenture(s) will be qualified
under the Trust Indenture Act of 1939. As used in this registration statement,
the term “debt trustee” refers to either the senior trustee or the subordinated
trustee, as applicable.
The
following summaries of the material provisions of the senior debt securities,
the subordinated debt securities and the indentures are subject to, and
qualified in their entirety by reference to, all the provisions of the indenture
applicable to a particular series of debt securities, including the definitions
therein of some terms. Except as otherwise indicated, the terms of any senior
indenture and any subordinated indenture will be identical.
General
If
applicable, each applicable prospectus supplement will describe the following
terms relating to a series of debt securities:
·
|
the
title of the debt securities;
|
·
|
whether
the debt securities are senior debt securities or subordinated debt
securities and, if they are subordinated debt securities, the terms of
subordination;
|
·
|
any
limit on the amount of debt securities that may be
issued;
|
·
|
whether
any of the debt securities will be issuable, in whole or in part, in
temporary or permanent global form or in the form of book-entry
securities;
|
·
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the
maturity dates of the debt
securities;
|
·
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the
annual interest rates (which may be fixed or variable) or the method for
determining the rates and the dates interest will begin to accrue on the
debt securities, the dates interest will be payable, and the regular
record dates for interest payment dates or the method for determining the
dates;
|
·
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the
places where payments with respect to the debt securities shall be
payable;
|
·
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our
right, if any, to defer payment of interest on the debt securities and
extend the maximum length of any deferral
period;
|
·
|
the
date, if any, after which, and the prices at which, the series of debt
securities may, pursuant to any optional redemption provisions, be
redeemed at our option and other related terms and
provisions;
|
·
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the
dates, if any, on which, and the prices at which we are obligated,
pursuant to any sinking fund provisions or otherwise, to redeem, or at the
holder’s option to purchase, the series of debt securities and other
related terms and provisions;
|
·
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the
denominations in which the series of debt securities will be issued, if
other than denominations of $1,000 and any integral multiple
thereof;
|
·
|
any
mandatory or optional sinking fund or similar provisions with respect to
the debt securities;
|
·
|
any
index used to determine the amount of payments of the principal of, and
premium, if any, and interest on, the debt securities and the manner in
which the amounts shall be
determined;
|
·
|
the
terms pursuant to which the debt securities are subject to
defeasance;
|
·
|
the
terms and conditions, if any, pursuant to which the debt securities are
secured; and
|
·
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any
other material terms of the debt
securities.
|
The debt
securities may be issued as original issue discount securities. An original
issue discount security is a debt security, including any zero-coupon debt
security, which:
·
|
is
issued at a price lower than the amount payable upon its stated maturity;
and
|
·
|
provides
that, upon redemption or acceleration of the maturity, an amount less than
the amount payable upon the stated maturity shall become due and
payable.
|
United
States federal income tax considerations applicable to debt securities sold at
an original issue discount will be described in the applicable prospectus
supplement.
Under the
indentures we will have the ability, without the consent of the holders, to
issue debt securities with terms different from those of debt securities
previously issued and to reopen a previous issue of a series of debt securities
and issue additional debt securities of that series, unless the reopening was
restricted when the series was created, in an aggregate principal amount
determined by us.
Conversion
or Exchange Rights
The
terms, if any, on which a series of debt securities may be convertible into or
exchangeable for common stock or other of our securities will be detailed in the
applicable prospectus supplement. The terms will include provisions as to
whether conversion or exchange is mandatory, at the option of the holder or at
our option, and may include provisions pursuant to which the number of shares of
our common stock or other of our securities to be received by the holders of the
series of debt securities would be subject to adjustment.
Consolidation,
Merger or Sale of Assets
Unless we
provide otherwise in the applicable prospectus supplement, the indentures will
provide that we may not consolidate with or merge into any other person, in a
transaction in which we are not the surviving corporation, or convey, transfer
or lease our properties and assets substantially as an entirety to, any person,
unless:
·
|
the
successor entity, if any, is a corporation, limited liability company,
partnership, trust or other entity existing under the laws of the United
States, or any State or the District of
Columbia;
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·
|
the
successor entity assumes our obligations on the debt securities and under
the indentures;
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·
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immediately
prior to and after giving effect to the transaction, no default or event
of default shall have occurred and be continuing;
and
|
·
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certain
other conditions are met.
|
Events
of Default Under the Indentures
Unless we
provide otherwise in the applicable prospectus supplement, the following will be
events of default under the indentures with respect to any series of debt
securities issued:
·
|
failure
to pay interest on the debt securities when due, which failure continues
for a specified period set forth in the applicable prospectus supplement
and the time for payment has not been
deferred;
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·
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failure
to pay the principal of or premium on the debt securities, if any, when
due;
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·
|
failure
to deposit any sinking fund payment when due, which failure continues for
60 days;
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·
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failure
to observe or perform any other covenant contained in the debt securities
or the indentures other than a covenant specifically relating to another
series of debt securities, which failure continues for a specified period
set forth in the applicable prospectus supplement after we receive notice
from the debt trustee or holders of a specified percentage, set forth in
the applicable prospectus supplement, of the aggregate principal amount of
the outstanding debt securities of that series;
or
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·
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particular
events of our bankruptcy, insolvency or
reorganization.
|
The
supplemental indenture or the form of note for a particular series of debt
securities may include additional events of default or changes to the events of
default described above. For any additional or different events of default
applicable to a particular series of debt securities, see the applicable
prospectus supplement relating to the series.
If an
event of default with respect to debt securities of any series occurs and is
continuing, the debt trustee or the holders of a specified percentage of the
aggregate principal amount of the outstanding debt securities of that series, by
notice in writing to us (and, to the debt trustee, if notice is given by the
holders), may declare the unpaid principal of or premium, if any, and accrued
interest, if any, on the debt securities of that series due and payable
immediately.
The
holders of a specified percentage of the aggregate principal amount of the
outstanding debt securities of an affected series may waive any default or event
of default with respect to the series and its consequences, except defaults or
events of default regarding:
·
|
payment
of principal of or premium, if any, or interest on the debt securities;
or
|
·
|
those
covenants described under the subsection “- Modification of Indenture;
Waiver” that cannot be modified or amended without the consent of each
holder of any outstanding debt securities
affected.
|
Any
waiver shall cure the default or event of default.
Subject
to the terms of the indentures (as supplemented), if an event of default under
an indenture occurs and is continuing, the debt trustee will be under no
obligation to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders of the applicable series of debt
securities, unless the holders have offered the debt trustee reasonable
indemnity. The holders of a specified percentage of the aggregate principal
amount of the outstanding debt securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the debt trustee, or exercising any trust or power conferred on the
debt trustee, with respect to the debt securities of that series, provided
that:
·
|
it
is not in conflict with any law or the applicable
indenture;
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·
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the
debt trustee may take any other action deemed proper by it that is not
inconsistent with the direction;
|
·
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subject
to its duties set forth under the applicable indenture, the debt trustee
need not take any action that might involve it in personal liability;
and
|
·
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in
the case of the debt trustee under the senior indenture, subject to its
duties set forth under such indenture, the debt trustee need not take any
action that it determines, upon the advice of counsel, may not lawfully be
taken or in good faith determines would be unduly prejudicial to the
holders of the debt securities.
|
A holder
of the debt securities of any series will only have the right to institute a
proceeding under the indentures or to appoint a receiver or trustee, or to seek
other remedies if:
·
|
the
holder has given written notice to the debt trustee of a continuing event
of default with respect to that
series;
|
·
|
the
holders of a specified percentage of the aggregate principal amount of the
outstanding debt securities of that series have made written request to
the debt trustee, and the holders have offered reasonable indemnity to the
debt trustee to institute proceedings;
and
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·
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the
debt trustee does not institute a proceeding, and does not receive from
the holders of a majority in aggregate principal amount of the outstanding
debt securities of that series other conflicting directions within a
specified period set forth in the applicable prospectus supplement after
the notice, request and offer.
|
These
limitations will not apply to a suit instituted by a holder of debt securities
if we default in the payment of the principal of or premium, if any, or interest
on the debt securities.
We will
periodically file statements with the debt trustee regarding our compliance with
the covenants in the indentures.
Modification
of Indenture; Waiver
We and
the debt trustee may change an indenture without the consent of any holders with
respect to specific matters, including:
·
|
to
fix any ambiguity, defect or inconsistency in the indenture, provided that
such action does not materially adversely affect the interests of any
holder of debt securities of any
series;
|
·
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to
provide for the assumption by a successor person or the acquirer of all or
substantially all of our assets or obligations under such
indenture;
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·
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to
evidence and provide for successor
trustees;
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·
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to
add, change or eliminate any provision affecting only debt securities not
yet issued;
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·
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to
comply with any requirement of the SEC in connection with qualification of
an indenture under the Trust Indenture Act of 1939;
and
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·
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to
conform the indenture to the provisions set forth in the description of
the securities in the applicable prospectus
supplement.
|
In
addition, the rights of holders of a series of debt securities may be changed by
us and the debt trustee with the written consent of the holders of at least a
majority in aggregate principal amount of the outstanding debt securities of
each series that is affected. However, the following changes may only be made
with the consent of each holder of any outstanding debt securities
affected:
·
|
extend
the fixed maturity of the series of debt
securities;
|
·
|
change
any obligation of ours to pay additional amounts with respect to the debt
securities;
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·
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reduce
the principal amount of, the rate of interest on, or any premium payable
upon the redemption of any debt
securities;
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·
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reduce
the amount of principal of an original issue discount security or any
other debt security payable upon acceleration of the maturity
thereof;
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·
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impair
the right to enforce any payment on, or with respect to, any debt
security;
|
·
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adversely
change the right to convert or exchange, including decreasing the
conversion rate or increasing the conversion price of, the debt security
(if applicable);
|
·
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in
the case of the subordinated indenture, modify the subordination
provisions in a manner adverse to the holders of the subordinated debt
securities;
|
·
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if
the debt securities are secured, change the terms and conditions pursuant
to which the debt securities are secured in a manner adverse to the
holders of the secured debt
securities;
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·
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reduce
the percentage of principal amount of outstanding debt securities of any
series the consent of the holders of which is required for modification or
amendment of the indenture or for waiver of compliance with certain
provisions of the indenture or for waiver of certain defaults;
or
|
·
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modify
any of the above provisions.
|
Form,
Exchange and Transfer
The debt
securities of each series will be issuable only in fully registered form without
coupons and, unless otherwise specified in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indentures
will provide that debt securities of a series may be issuable in temporary or
permanent global form and may be issued as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company, or DTC, unless
the prospectus supplement provides otherwise.
At the
option of the holder, subject to the terms of the indenture and the limitations
applicable to global securities described in the applicable prospectus
supplement, debt securities of any series will be exchangeable for other debt
securities of the same series, in any authorized denomination and of like tenor
and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global
securities detailed in the applicable prospectus supplement, debt securities may
be presented for exchange or for registration of transfer (duly endorsed or with
the form of transfer endorsed thereon duly executed if so required by us or the
security registrar) at the office of the security registrar or at the office of
any transfer agent designated by us for that purpose. Unless otherwise provided
in the debt securities to be transferred or exchanged, no service charge will be
made for any registration of transfer or exchange, but we may require payment of
any taxes or other governmental charges. The security registrar and any transfer
agent (in addition to the security registrar) initially designated by us for any
debt securities will be named in the applicable prospectus supplement. We may at
any time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that we will be required to maintain a transfer agent in each
place of payment for the debt securities of each series.
If the
debt securities of any series are to be redeemed, we will not be required
to:
·
|
issue,
register the transfer of, or exchange any debt securities of that series
during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any debt securities that may
be selected for redemption and ending at the close of business on the day
of the mailing; or
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·
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register
the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except for the unredeemed portion of any
debt securities being redeemed in
part.
|
Information
Concerning the Debt Trustee
The debt
trustee, other than during the occurrence and continuance of an event of default
under an indenture, undertakes to perform only the duties specifically set forth
in the indenture and, upon an event of default under an indenture, must use the
same degree of care as a prudent person would exercise or use in the conduct of
his or her own affairs. Subject to this provision, the debt trustee is under no
obligation to exercise any of the powers given to it by the indenture at the
request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it might
incur. The debt trustee is not required to spend or risk its own money or
otherwise become financially liable while performing its duties unless it
reasonably believes that it will be repaid or receive adequate
indemnity.
Payment
and Paying Agents
Unless
otherwise indicated in the applicable prospectus supplement, payment of the
interest on any debt securities on any interest payment date will be made to the
person in whose name the debt securities (or one or more predecessor securities)
are registered at the close of business on the regular record date for the
payment of interest.
Principal
of and any premium and interest on the debt securities of a particular series
will be payable at the office of the paying agents designated by us, except
that, unless otherwise indicated in the applicable prospectus supplement,
interest payments may be made by check mailed to the holder. Unless otherwise
indicated in the prospectus supplement, the corporate trust office of the debt
trustee in the City of New York will be designated as our sole paying agent for
payments with respect to debt securities of each series. Any other paying agents
initially designated by us for the debt securities of a particular series will
be named in the applicable prospectus supplement. We will be required to
maintain a paying agent in each place of payment for the debt securities of a
particular series.
All
moneys paid by us to a paying agent or the debt trustee for the payment of the
principal of, or any premium or interest on, any debt securities which remain
unclaimed at the end of two years after the principal, premium, or interest has
become due and payable will be repaid to us, and the holder of the security
thereafter may look only to us for payment thereof.
Governing
Law
Unless
otherwise indicated in the applicable prospectus supplement, the indentures and
the debt securities will be governed by and construed in accordance with the
laws of the State of New York except for conflicts of laws provisions and except
to the extent that the Trust Indenture Act of 1939 is applicable.
Subordination
of Subordinated Debt Securities
Any
subordinated debt securities will be unsecured and will be subordinate and
junior in priority of payment to some of our other indebtedness to the extent
described in a prospectus supplement. The subordinated indenture will not limit
the amount of subordinated debt securities that we may issue, nor will it limit
us from issuing any other secured or unsecured debt. We have a $175 million
credit facility of which we had approximately $129 million in available
borrowing capacity at June 30, 2009 after consideration of the effects of
covenants.
Book-Entry
Debt Securities
We will
make payments on each series of book-entry debt securities to The Depositary
Trust Company (“DTC”) or its nominee as the sole registered owner and holder of
the global security. Neither we nor the debt trustee nor any of our or its
agents will be responsible or liable for any aspect of DTC’s records relating to
or payments made on account of beneficial ownership interests in a global
security or for maintaining, supervising or reviewing any of DTC’s records
relating to the beneficial ownership interests or with respect to its
performance of its obligations under the rules and regulations governing its
operations.
We
understand that when DTC receives any payment on a global security, it will
immediately, on its book-entry registration and transfer system, credit the
accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC’s records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is the case with securities held for customer accounts registered in “street
name”) and will be the sole responsibility of the participants.
A global
security representing a series will be exchanged for certificated debt
securities of that series if (a) DTC notifies us that it is unwilling or unable
to continue as depositary or if DTC ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
we do not appoint a successor within 90 days or (b) we decide that the global
security shall be exchangeable. If that occurs, we will issue debt securities of
that series in certificated form in exchange for the global security. An owner
of a beneficial interest in the global security then will be entitled to
physical delivery of a certificate for debt securities of the series equal in
principal amount to that beneficial interest and to have those debt securities
registered in its name. We would issue the certificates for the debt securities
in denominations of $1,000 or any larger amount that is an integral multiple
thereof, and we would issue them in registered form only, without
coupons.
We
understand that DTC is a limited-purpose trust company organized under the New
York Banking Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing
agency” registered under the Exchange Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC’s participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of which (and/or their representatives)
own DTC. Access to DTC’s book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.
DESCRIPTION
OF UNITS
We may
issue units comprised of one or more of the other classes of securities
described in this prospectus in any combination. Each unit will be issued so
that the holder of the unit is also the holder of each security included in the
unit. Thus, the holder of a unit will have the rights and obligations of a
holder of each included security. The units may be issued under unit agreements
to be entered into between us and a unit agent, as detailed in the prospectus
supplement relating to the units being offered. The prospectus supplement will
describe:
·
|
the
designation and terms of the units and of the securities comprising the
units, including whether and under what circumstances the securities
comprising the units may be held or transferred
separately;
|
·
|
a
description of the terms of any unit agreement governing the
units;
|
·
|
a
description of the provisions for the payment, settlement, transfer or
exchange of the units;
|
·
|
a
discussion of material federal income tax considerations, if applicable;
and
|
·
|
whether
the units will be issued in fully registered or global
form.
|
The
descriptions of the units in this prospectus and in any prospectus supplement
are summaries of the material provisions of the applicable agreements. These
descriptions do not restate those agreements in their entirety and may not
contain all the information that you may find useful. We urge you to read the
applicable agreements because they, and not the summaries, define your rights as
holders of the units. For more information, please review the forms of the
relevant agreements, which will be filed with the SEC promptly after the
offering of units and will be available as described under the heading “Where
You Can Find More Information.”
PLAN
OF DISTRIBUTION
We may
sell the offered securities in one or more of the following ways:
·
|
through
an underwriter or underwriters;
|
·
|
directly
to one or more purchasers, including affiliates of ours;
or
|
·
|
through
a combination of any of these methods of
sale.
|
The
applicable prospectus supplement will contain the terms of the offerings of any
securities. The initial public offering price and any discount or concessions
allowed or reallowed to dealers may be changed from time to time. The applicable
prospectus supplement will contain the expected time of delivery of the
securities for which this prospectus is delivered.
Unless
otherwise indicated in the applicable prospectus supplement, if underwriters are
used in the sale of the securities, the underwriting agreement will provide that
the obligations of the underwriters are subject to certain conditions precedent
and that the underwriters will be obligated to purchase all of the securities if
any are purchased. In connection with the sale of securities, underwriters may
receive compensation from us or from purchasers of securities for whom they may
act as agents in the form of discounts, concessions or commissions. Underwriters
may sell securities to or through dealers, and dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as
agent.
Underwriters,
agents or dealers participating in the distribution of securities may be deemed
to be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended (the “Securities Act”). The securities may be sold in one or more
transactions either at a fixed price or at prices which may be changed based on
market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.
We may
indemnify the underwriters, agents or dealers who participate in the
distribution of securities against certain liabilities, including liabilities
under the Securities Act. We may also contribute to payments that the
underwriters, dealers or agents or any of their controlling persons may be
required to make in respect of such liabilities. Underwriters, agents or dealers
may be customers of, engage in transactions with or perform services for us or
our subsidiaries in the ordinary course of business.
If so
indicated in a prospectus supplement, we will authorize underwriters, dealers
and agents to solicit offers by certain institutions to purchase securities from
us pursuant to delayed delivery contracts providing for payment and delivery on
the date stated in the prospectus supplement. These contracts will be subject
only to those conditions contained in the prospectus supplement. The prospectus
supplement will also contain the commission payable for solicitation of any of
these contracts.
Offers to
purchase securities may be solicited directly by us and sales of securities may
be made by us directly to institutional investors or others who may be deemed to
be underwriters within the meaning of the Securities Act, with respect to any
resale of the securities. The terms of any such sales will be described in the
prospectus supplement relating to the securities. Except as contained in the
applicable prospectus supplement, no director, officer or employee of ours will
solicit or receive a commission in connection with the direct sales by us of the
securities, although these persons may respond to inquiries by potential
purchasers and perform ministerial and clerical work in connection with any such
direct sales.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Weil,
Gotshal & Manges LLP, New York, New York.
EXPERTS
The
consolidated financial statements of RehabCare Group, Inc. and subsidiaries as
of December 31, 2008 and 2007 and for each of the years in the three-year period
ended December 31, 2008, incorporated in this prospectus by reference to our
Current Report on Form 8-K filed on October 9, 2009, and management’s assessment
of the effectiveness of internal control over financial reporting as of December
31, 2008, incorporated in this prospectus by reference to our Annual Report on
Form 10-K for the year ended December 31, 2008, have been incorporated by
reference in reliance upon the reports of KPMG LLP, independent registered
public accounting firm, on the consolidated financial statements appearing in
our Current Report on Form 8-K filed on October 9, 2009 and the effectiveness of
internal control over financial reporting appearing in our Annual Report on Form
10-K for the year ended December 31, 2008, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing.
The audit
report covering the December 31, 2008 consolidated financial statements refers
to the adoption of Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in
Income Taxes
, effective January 1, 2007.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. Our SEC filings are available to the public over the Internet at
the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and
information statements and other information regarding issuers, such as us, that
file electronically with the SEC. You may read and copy any document we file
with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may also obtain copies of these documents at
prescribed rates by writing to the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the operation of its Public Reference
Room.
We have
filed with the SEC a registration statement under the Securities Act relating to
the offering of these securities. The registration statement, including the
attached exhibits, contains additional relevant information about us and the
securities. This prospectus does not contain all of the information set forth in
the registration statement. You can obtain a copy of the registration statement,
at prescribed rates, from the SEC at the address listed above. The registration
statement and the documents referred to below under “Incorporation by Reference”
are also available on our Internet website, www.rehabcare.com. We have not
incorporated by reference into this prospectus the information on our website,
and you should not consider it to be a part of this prospectus.
INCORPORATION
BY REFERENCE
The SEC
allows us to “incorporate by reference” in this prospectus the information that
we file with it. This means that we can disclose important information to you in
this document by referring you to other filings we have made with the SEC. The
information incorporated by reference is considered to be part of this
prospectus. The information incorporated by reference in this prospectus is
accurate only as of the date of the information on the front cover of the
applicable document, or such earlier date as is expressly stated or otherwise
apparent with respect to such incorporated information in the applicable
document, regardless of the time of delivery of this prospectus or any sale of
securities.
This
prospectus incorporates by reference the documents listed below, which we have
filed with the SEC:
·
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our
Annual Report on Form 10-K for our fiscal year ended December 31, 2008,
filed on March 10, 2009;
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·
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our
Quarterly Reports on Form 10-Q for our fiscal quarter ended March 31,
2009, filed on May 7, 2009 and for our fiscal quarter ended June 30, 2009,
filed on August 7, 2009;
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·
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our
Current Reports on Form 8-K, filed on July 6, 2009, July 14, 2009 and
October 9, 2009;
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·
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the
description of our common stock, $0.01 par value per share, as contained
in our Registration Statement on Form 8-A effective as of June 25, 1992,
pursuant to Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description;
and
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·
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the
description of our preferred stock purchase rights contained in our
Registration Statement on Form 8-A effective September 5, 2002 pursuant to
Section 12 of the Exchange Act.
|
We
incorporate by reference any additional documents that we may file with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than the
portions of those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other
information “furnished” to the SEC) between the date that we initially filed the
registration statement to which this prospectus relates and the termination of
the offering of the securities. These documents may include periodic reports,
like Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements. Any material that we
subsequently file with the SEC will automatically update and replace the
information previously filed with the SEC.
This
prospectus may contain information that updates, modifies or is contrary to
information in one or more of the documents incorporated by reference in this
prospectus. You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date of this prospectus or
the date of the documents incorporated by reference in this
prospectus.
We will
provide to each person, including any beneficial owner, to whom this prospectus
is delivered, upon written or oral request, at no cost, a copy of any and all of
the information that is incorporated by reference in this
prospectus.
Requests
for such documents should be directed to:
PATRICIA
S. WILLIAMS, ESQ.
Senior
Vice President, General Counsel and Corporate Secretary
RehabCare
Group, Inc.
7733
Forsyth Boulevard, 23rd Floor
St.
Louis, Missouri 63105
(314)
659-2123
You may
also access the documents incorporated by reference in this prospectus through
our website at
www.rehabcare.com
.
Except for the specific incorporated documents listed above, no information
available on or through our website shall be deemed to be incorporated in this
prospectus or the registration statement of which it forms a part.
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$125,000,000
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REHABCARE
GROUP, INC.
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Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Units
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PROSPECTUS
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,
2009
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Part
II
Information
Not Required in Prospectus
Item
14.
Other Expenses
of Issuance and Distribution
.
The
following table sets forth the costs and expenses, other than underwriting
discounts and commissions, payable by the registrant in connection with the sale
of the securities being registered.
SEC
registration fee
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$
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1,395
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Financial
Industry Regulatory Authority fee
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*
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New
York Stock Exchange listing fee
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*
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Transfer
agent and registrar fee
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*
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Legal
fees and expenses
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*
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Accounting
fees and expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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____________
* To be
provided by amendment or as an exhibit to a filing with the SEC under Section
13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.
Item
15.
Indemnification
of Directors and Officers.
Section
102 of the Delaware General Corporation Law allows a corporation to limit
directors’ personal liability to the corporation or its stockholders from
monetary damages for breach of fiduciary duty as a director, with certain
exceptions. Article Sixth of the Company’s Restated Certificate of
Incorporation, as amended, provides such limitation to the fullest extent
permitted by the General Corporation Law of Delaware.
Section
145 of the Delaware General Corporation Law permits a corporation, subject to
the standards set forth therein, to indemnify any person in connection with any
action, suit or proceeding brought or threatened by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or was serving as such with respect to another entity at the request of the
corporation. Article Seventh of the Company’s Restated Certificate of
Incorporation, as amended, and Article VII of the Company’s Amended and Restated
By-Laws provide for full indemnification of its directors and officers to the
extent permitted by Section 145.
The
Company maintains a directors’ and officers’ liability insurance policy with
total annual limits of $25,000,000. Subject to the limits, retentions,
exceptions and other terms and conditions of the policy, the Company’s directors
and officers are insured against liability for any actual or alleged error,
misstatement, misleading statement, act or omission in the discharge of their
respective responsibilities to the Company solely in their capacity as directors
and officers of the Company.
Item
16.
Exhibits.
The
following exhibits are filed or incorporated by reference as part of this
registration statement:
1.1
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Form
of Underwriting Agreement.
(1)
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|
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4.1
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Restated
Certificate of Incorporation of the Company, (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1, dated May 9,
1991).
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4.2
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Certificate
of Amendment of Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the quarterly report on Form 10-Q for the quarter ended May
31, 1995).
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4.3
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Amended
and Restated By-Laws of the Company, dated October 30, 2007 (incorporated
by reference to Exhibit 3.1 to the current report on Form 8-K dated
October 31, 2007).
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|
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4.4
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Rights
Agreement, dated as of August 28, 2002, by and between the Company and
Computershare Trust Company, Inc. (incorporated by reference to Exhibit 1
to the Registration Statement on Form 8-A filed September 25,
2002).
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4.5
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Amended
and Restated Credit Agreement, dated as of June 16, 2006, by and among the
Company, as borrower, certain subsidiaries and affiliates of borrower, as
guarantors, and Bank of America, N.A., U.S. Bank National Association,
Harris Trust, N.A., National City Bank, Comerica Bank, SunTrust Bank and
General Electric Capital Corporation as participating banks in the lending
group (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K dated June 16, 2006).
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4.6
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Form
of Senior Indenture, to be entered into between the Company and trustee
designated therein.
(1)
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4.7
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Form
of Subordinated Indenture, to be entered into between the Company and
trustee designated therein.
(1)
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4.8
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Form
of Note with respect to each particular series of Notes issued hereunder.
(1)
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4.9
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Form
of Warrant with respect to each warrant issued hereunder.
(1)
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4.10
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Certificate
of designation, preferences and rights with respect to any preferred stock
issued hereunder.
(1)
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5.1
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Opinion
of Weil, Gotshal & Manges LLP.
(2)
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12.1
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Statement
Regarding Computation of Ratio of Earnings to Fixed Charges.
(2)
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23.1
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Consent
of KPMG LLP, filed herewith.
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23.2
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Consent
of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
(2)
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24.1
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Power
of Attorney.
(2)
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25.1
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Form
T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of designated trustee under the Senior Indenture.
(3)
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25.2
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Form
T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of designated trustee under the Subordinated Indenture.
(3)
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________________
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(1)
If applicable, to be filed by amendment or as an exhibit to a Current
Report on Form 8-K and incorporated herein by
reference.
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(2)
Previously filed.
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(3)
If applicable, to be filed separately under the electronic form type
“305B2”.
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Item
17.
Undertakings.
(a) The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided
,
however
, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
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(5)
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That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The
undersigned registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the
Act.
(e) The
undersigned registrant hereby undertakes:
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(1)
|
That
for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
|
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(2)
|
That
for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
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Signatures
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3/A and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri on the 23rd day
of October, 2009.
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REHABCARE
GROUP, INC. (Registrant)
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By:
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/s/ John H.
Short
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John
H. Short
President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities on the date
indicated.
Signature
|
Title
|
Date
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/s/ John H.
Short
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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October
23, 2009
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John
H. Short
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/s/ Jay W.
Shreiner
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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October
23, 2009
|
Jay
W. Shreiner
|
|
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/s/ Jeff A
Zadoks
|
Vice
President and Chief Accounting Officer
(Principal
Accounting Officer)
|
October
23, 2009
|
Jeff
A. Zadoks
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*
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Chairman
of the Board
|
October
23, 2009
|
Harry
E. Rich
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*
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Director
|
October
23, 2009
|
Colleen
Conway-Welch
|
|
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*
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Director
|
October
23, 2009
|
Christopher
T. Hjelm
|
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*
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Director
|
October
23, 2009
|
Anthony
S. Piszel
|
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*
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Director
|
October
23, 2009
|
Suzan
L. Rayner
|
|
|
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*
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Director
|
October
23, 2009
|
Larry
Warren
|
|
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*
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Director
|
October
23, 2009
|
Theodore
M. Wight
|
|
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* By /s/ Jay W.
Shreiner
Jay W.
Shreiner
Attorney-in-fact
Exhibit
Index
The
following exhibits are filed or incorporated by reference as part of this
registration statement:
Exhibit
Number
|
Description
|
|
|
1.1
|
Form
of Underwriting Agreement.
(1)
|
|
|
4.1
|
Restated
Certificate of Incorporation of the Company, (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1, dated May 9,
1991).
|
|
|
4.2
|
Certificate
of Amendment of Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the quarterly report on Form 10-Q for the quarter ended May
31, 1995).
|
|
|
4.3
|
Amended
and Restated By-Laws of the Company, dated October 30, 2007 (incorporated
by reference to Exhibit 3.1 to the current report on Form 8-K dated
October 31, 2007).
|
|
|
4.4
|
Rights
Agreement, dated as of August 28, 2002, by and between the Company and
Computershare Trust Company, Inc. (incorporated by reference to Exhibit 1
to the Registration Statement on Form 8-A filed September 25,
2002).
|
|
|
4.5
|
Amended
and Restated Credit Agreement, dated as of June 16, 2006, by and among the
Company, as borrower, certain subsidiaries and affiliates of borrower, as
guarantors, and Bank of America, N.A., U.S. Bank National Association,
Harris Trust, N.A., National City Bank, Comerica Bank, SunTrust Bank and
General Electric Capital Corporation as participating banks in the lending
group (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K dated June 16, 2006).
|
|
|
4.6
|
Form
of Senior Indenture, to be entered into between the Company and trustee
designated therein.
(1)
|
|
|
4.7
|
Form
of Subordinated Indenture, to be entered into between the Company and
trustee designated therein.
(1)
|
|
|
4.8
|
Form
of Note with respect to each particular series of Notes issued hereunder.
(1)
|
|
|
4.9
|
Form
of Warrant with respect to each warrant issued hereunder.
(1)
|
|
|
4.10
|
Certificate
of designation, preferences and rights with respect to any preferred stock
issued hereunder.
(1)
|
|
|
5.1
|
Opinion
of Weil, Gotshal & Manges LLP.
(2)
|
|
|
12.1
|
Statement
Regarding Computation of Ratio of Earnings to Fixed Charges.
(2)
|
|
|
23.1
|
Consent
of KPMG LLP, filed herewith.
|
|
|
23.2
|
Consent
of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
(2)
|
|
|
24.1
|
Power
of Attorney.
(2)
|
|
|
25.1
|
Form
T- 1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of designated trustee under the Senior Indenture.
(3)
|
|
|
25.2
|
Form
T- 1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of designated trustee under the Subordinated Indenture.
(3)
|
______________________
|
(1)
If applicable, to be filed by amendment or as an exhibit to a Current
Report on Form 8-K and incorporated herein by
reference.
|
(2)
Previously filed.
|
(3)
If applicable, to be filed separately under the electronic form type
“305B2”.
|
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