- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 25 2011 - 5:15PM
Edgar (US Regulatory)
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: RehabCare Group, Inc.
Subject Company: RehabCare Group, Inc.
Commission File Number: 001-14655
Commission File Number for Registration Statement
on Form S-4: 333-173050
RehabCare and Kindred Healthcare
Combining Our Strengths
April 25, 2011
Dear Colleague,
For more than the past two months, we have been
communicating and responding to your questions through
ongoing editions of Combining Our Strengths. This week,
in addition to answering your questions, we wanted to
take a few moments to talk a little bit more about
Kindred, our culture, and our commitment to deliver
patient-focused, quality-driven, integrated post-acute
care in local markets.
Kindreds care approach is to provide a continuum of
post-acute care in local healthcare delivery markets. Our
management philosophy is to focus on our people, on
quality and customer service and our business results
will follow. This philosophy is the cornerstone of our
culture and has helped drive the success of this
organization. Our patients, employees and customers
define the expectations of the care delivered by Kindred
professionals, and our goal is to always exceed their
expectations.
Part of our culture is that our offices in Louisville,
KY, are not known as headquarters, or the corporate
offices, but rather the Support Center. Truly the role of
the professionals at the Support Center is to ensure that
caregivers, therapists and operators in the field have
the tools, resources and best environment to provide high
quality care to our patients. Those at the frontlines of
delivering care and rehab services define Kindreds
achievements, and they will continue to do so after the
close.
Once again, thank you for submitting your questions and
now wed like to take the opportunity to respond:
Currently I am a PRN employee for RehabCare and I am
allowed to participate in 401k as a PRN employee. When
kindred takes over will I lose this benefit?
Currently, PRN employees at Kindred are not eligible for
the 401(k) plan. However, PRN participation in the
401(k) will be taken into consideration as we develop a
comprehensive benefit program for the combined company
for 2012.
I worked fulltime for Peoplefirst from June 2007 to
November 2010, then went PRN with Peoplefirst and full
time with RehabCare. There has been no employment gap
with Peoplefirst. How will the merger handle my
seniority? Will I be able to keep my seniority with the
company that I have been with the longest? What will
happen with my PRN job and rate?
While every situation is unique, and not knowing all of
the specific details it would appear that in this
situation, your seniority would be based upon your
initial current employment date with Peoplefirst in June
2007 because there was no gap in your employment. Your
base pay will not be reduced in 2011, but salaries and
rates for employees currently working for both companies
will be reviewed and addressed on a case-by-case basis
after the close.
After the close, will there be any uniform changes for
the rehab departments of RehabCare?
Currently, the uniform policy for Kindred varies by
location based upon the customer and facility management
needs and practices. However, as Peoplefirst does have a
uniform policy, and RehabCare does not have a consistent
uniform policy, we will be looking to adopt a company wide
uniform policy after the close. This policy will remain
sensitive to the needs of the client.
continued
For the past few years, RehabCare has allowed use or
lose PDO earned in one year to be taken by March 15 of
the following year. Will this be the case for RehabCare
PDO earned during 2011? We will have until March 15,
2012, to use this PDO?
The use or lose policy applies only to RehabCare
corporate employees and Directors of Operation, and we do
not expect change in your ability to carry time forward
into 2012. No one will forfeit any time that has already
been earned when the companies are combined. This is a
policy that will be reviewed and addressed as we develop a
comprehensive benefit program for the combined company in
2012.
Currently, I am employed in a full time employee status at
72 hours per pay period at Triumph. To retain full time
status at Kindred, will this change to 80 hours per pay
period?
At Kindred, full-time employment status begins at 30 hours
per week. Therefore, with the two-week pay period you
would still be a full-time employee after the close.
While we move forward, I want to remind everyone that
until the close of the transaction, Kindred and
RehabCare are competitors. From a legal and business
perspective, it is critically important to maintain the
businesses as completely independent from one another.
As I have stated in previous editions, I encourage
everyone to submit any and all questions you may have
regarding the planned transition to asktheceo@
rehabcare.com or share it with
Patti Williams (corporate)
at pswilliams@rehabcare.com,
Brock Hardaway (Triumph)
at bhardaway@triumph-healthcare.com,
Mary Pat Welc (HRS)
at mpwelc@rehabcare.com,
or Pat Henry (SRS)
at pmhenry@rehabcare.com.
Thank you for your support and continued patience as we
move through this process.
Thanks for all you do!
Benjamin A. Breier
Chief Operating Officer
Kindred Healthcare
Please feel free to print this out and post it on your bulletin board.
continued
Additional Information About this Transaction
In connection with the pending transaction with RehabCare Group, Inc. (
RehabCare
),
Kindred Healthcare, Inc. (
Kindred
) has filed with the Securities and Exchange Commission (the
SEC
) a Registration Statement on Form S-4 (commission file number 333-173050) that includes a
joint proxy statement of Kindred and RehabCare that also constitutes a prospectus of Kindred.
Kindred and RehabCare will mail the definitive joint proxy statement/prospectus to their respective
stockholders after the Registration Statement has been declared effective by the SEC.
WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PENDING
TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION.
You may obtain a
free copy of the joint proxy statement/prospectus (when available) and other related documents
filed by Kindred and RehabCare with the SEC at the SECs website at www.sec.gov. The joint proxy
statement/prospectus (when available) and the other documents filed by Kindred and RehabCare with
the SEC may also be obtained for free by accessing Kindreds website at www. kindredhealthcare.com
and clicking on the Investors link and then clicking on the link for SEC Filings or by
accessing RehabCares website at www.RehabCare.com and clicking on the Investor Information link
and then clicking on the link for SEC Filings.
Participants in this Transaction
Kindred, RehabCare and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from their respective stockholders in favor of
the pending transaction. You can find information about Kindreds executive officers and directors
in Kindreds joint proxy statement/prospectus. You can find information about RehabCares executive
officers and directors in its definitive proxy statement filed with the SEC on March 23, 2010. You
can obtain a free copy of these documents from Kindred or RehabCare, respectively, using the
contact information above.
Forward-Looking Statements
Information set forth in this document contains forward-looking statements, which
involve a number of risks and uncertainties. Kindred and RehabCare caution readers that any
forward-looking information is not a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the business
combination transaction involving Kindred and RehabCare, including future financial and operating
results, the combined companys plans, objectives, expectations and intentions and other statements
that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: (a) the receipt of all required licensure and regulatory approvals
and the satisfaction of the closing conditions to the acquisition of RehabCare by Kindred,
including approval of the pending transaction by the stockholders of the respective companies, and
Kindreds ability to complete the required financing as contemplated by the financing commitment;
(b) Kindreds ability to integrate the operations of the acquired hospitals and rehabilitation
services operations and realize the anticipated revenues, economies of scale, cost synergies and
productivity gains in connection with the RehabCare acquisition and any other acquisitions that may
be undertaken during 2011, as and when planned, including the potential for unanticipated issues,
expenses and liabilities associated with those acquisitions and the risk that RehabCare fails to
meet its expected financial and operating targets; (c) the potential for diversion of management
time and resources in seeking to complete the RehabCare acquisition and integrate its operations;
(d) the potential failure to retain key employees of RehabCare; (e) the impact of Kindreds
significantly increased levels of indebtedness as a result of the RehabCare acquisition on
Kindreds funding costs, operating flexibility and ability to fund ongoing operations with
additional borrowings, particularly in light of ongoing volatility in the credit and capital
markets; (f) the potential for dilution to Kindred stockholders as a result of the RehabCare
acquisition; and (g) the ability of Kindred to operate pursuant to the terms of its debt
obligations, including Kindreds obligations under financings undertaken to complete the RehabCare
acquisition, and the ability of Kindred to operate pursuant to its master lease agreements with
Ventas, Inc. (NYSE:VTR). Additional factors that may affect future results are contained in
Kindreds and RehabCares filings with the SEC, which are available at the SECs web site at
www.sec.gov. Many of these factors are beyond the control of Kindred or RehabCare. Kindred and
RehabCare disclaim any obligation to update and revise statements contained in these materials
based on new information or otherwise.
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