- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 29 2011 - 5:07PM
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
Dear Colleague,
As we have continued to share in Combining Our
Strengths newsletters, we are moving ahead in the
planned transition and integration of Kindred and
RehabCare after the close. We are advancing toward a
successful close in June.
Due to scheduling issues, we will not issue a Combining
Our Strengths next week, but will offer the next edition
on May 13.
Thank you reading the updates and responses in these
newsletters and, again, thank you for submitting your
questions. Now wed like to take the opportunity to
respond:
Here at Triumph we have several employee title
definitions with differing responsibilities attached. For
example, there is full time, part time, PRN 1, PRN 2 and
PRN 3. The PRN 1, 2, and 3 have different pay grades and
shift requirements. Does Kindred have a pay scale model
like this?
Kindred offers one PRN status, and the pay rate is
established at the local level based on the
market, staffing needs, and other relevant
criteria.
I am a Triumph employee who is shared between 2
facilities. Some other employees are shared between 4
facilities. The positions that are shared are Quality,
Education, Infection Control, and Employee Health. Will
this practice be continued through Kindred or will each
facility have their own employees?
High quality patient care will always be the priority
for the combined company after the close. Decisions
regarding shared staff between multiple facilities will
be made at the local level based on local market needs.
I am a full-time PTA enrolled in the RehabCare benefits
program and am pregnant and expecting in December.
Currently we are allotted 70% for STD. Will this continue
through to the new benefits with the new company?
Nothing will change for your short term disability
coverage in 2011. Since your disability will begin before
the end of this year, the RehabCare benefit will apply. As
part of its benefits program, Kindred provides at no
cost to eligible employees short term disability
coverage and will continue to do so after the close.
Will we still be allowed to carryover 120 hours of
PDO? Will Kindred allow for us to carryover more than
120?
No one will forfeit any time that has already been earned
when the companies are combined. Kindred does allow for
some carryover of paid time off, but the specific details
including amounts carried over and cashed out time will
be reviewed and addressed as we develop a comprehensive
benefit program the combined company.
I know at one point in time that Kindred gave their
employees a pay in lieu if no benefits where taken
out. Is this still in effect?? If so how could I get
this when the change over happens?
Kindred offers a pay in lieu of benefits program (PIB) to
full-time non-exempt employees. Your benefits will not
change for the remainder of 2011, however after the
companies are combined you will have the opportunity to
review your options and make enrollment decisions for all
benefits, including PIB, later this year during open
enrollment.
continued
What is the highest percentage rate that Kindred allows,
knowing that everything is dependent on the requirements
for the raise. Since my annual review/ raise would be due
in June of this year during the time of the close?
At Kindred, we evaluate pay increases based upon both
individual performance and market dynamics, therefore
there is no set range for increases. Once the companies
have combined, we will continue to provide merit based
increases determined by employee performance.
Will Kindred offer domestic partner medical benefits in
2012?
Kindreds medical benefits for eligible employees also
cover spouses, domestic partners and children up to age
26. For more information about Kindreds current benefits
programs, please review the first edition of Combining Our
Strengths (March 3, 2011) which is posted to the Kindred
and RehabCare websites.
I am a RehabCare employee that takes advantage of the
Verizon discount. Will the cell phone company
discounts continue after 2011?
This benefit will not change through the end of 2011. At
Kindred, we are pleased to offer many negotiated
employee discounts and special offers with businesses
including Verizon wireless, AT&T and Sprint PCS and
encourage employees to take full advantage of these
opportunities.
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
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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