- Filing of certain prospectuses and communications in connection with business combination transactions (425)
May 16 2011 - 5:30PM
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,
We continue to proceed toward a successful close in June. As the planned close draws nearer, you
will encounter increasing numbers of Kindred personnel as we visit locations, install new systems
and plan training for processes that will be put into place on day 1 or very soon thereafter. We
are making every effort to ensure that the close is seamless and any changes have little to no
impact on the care you deliver to our patients and residents daily.
Thank you
for your patience and support in the process of advancing toward successfully combining the
strengths of Kindred and RehabCare after the close. We will not have a Combining Our Strengths newsletter next week, so the next edition
will be issued the week of May 23.
We continue to receive questions, and now wed like to take the opportunity to answer them:
Because of a pre-existing condition, I was not eligible for RehabCares long term and short term
disability coverage. Will this be the case at Kindred after the close?
Full-time employees that have completed at least one year of employment on January 1, 2012, will be
eligible for short-term disability and long term disability and Kindreds policy covers employees
regardless of pre-existing conditions.
I have a contract therapist who is full time with RehabCare, and I am concerned how these contract
therapists will be impacted after the close.
After we have combined RehabCare and Kindred, the
contract therapist will continue on as he/she has been. We are working through the process to
ensure that therapy contracts transition seamlessly after the close.
Will there be a corporate educator that does all the education for the facility or will we maintain
our own education nurse and employee health nurse. Will the education nurse continue to wear two
hats and do both jobs. Or will you be separating the position?
Nothing will change on day one. As we move forward after the close we will continue to evaluate
best practices.
I am an international employee on H1B Visa sponsored by RehabCare. Will there be any need to do a
VISA transfer to Kindred following the merger?
At this
time, we do not anticipate the need to transfer employee H-1Bs as a result of the merger.
I had worked for Peoplefirst in the past. Is this the same as Kindred? When I worked for
Peoplefirst, we did not have a Program Director (PD) like we have at RehabCare. We had a Program
Coordinator who was like the go-to person with slightly lower productivity requirements and then we
had a Therapy Manager who oversaw many different buildings. What will this position look like after
2011? Will PDs get eliminated or decreased in order to cover more than one building?
Peoplefirst is a division of Kindred Healthcare, so previous employment with Peoplefirst is
considered service to Kindred. In most cases, Peoplefirst has a Rehab Manager, which is the
equivalent of a RehabCare Program Director, in each of our facilities, and we will continue this
practice after the close.
continued
I know you have listed in several newsletters pay dates may, by law, be changed or different once
the Kindred and RehabCare merge occurs. Will employees be notified of date changes in advance if we
currently have automatic bill payment based on the 10th and 25th?
Yes, any changes to pay dates will be clearly communicated prior to any change. In general, we
anticipate very minimal change in pay dates after the close. The payroll wont convert from
RehabCare to Kindred until July 1.
How will the tuition reimbursement program be with Kindred? Will we still have to provide ample
notice prior to taking any courses/degree program in order for employees to be eligible for tuition
reimbursement?
Kindred encourages employees to take advantage of educational courses. Our Educational Assistance
Program (EAP) policy is that regular full-time employees with service of at least three continuous
months are eligible for reimbursement of course costs, including tuition, books and lab fees, up to
a maximum of $2,500 each calendar year. To receive the reimbursement, courses must be related to
your present job or your future job plans with the Company, and you must attend an accredited
college or university or reputable business or correspondence school. Supervisors must provide
prior written approval for all courses for reimbursement. Reimbursement will be made after
successful completion of the course with a grade of C or higher.
I am a current PRN employee, scheduled 3 days a week, (as I am in school), so I am first canceled
for a shift. Is there a way to keep my current pay & make my status part-time or even full time to
keep from being canceled? I do not need benefits & would rather keep my pay in lieu of benefits. Is
that possible?
Changing to full-time is always an option if there is such a staffing need. Kindred offers a pay in
lieu of benefits
program (PIB) to full-time non-exempt employees. 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.
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.
In the
next
Combining Our Strengths,
we will be focusing on what
precisely you will experience on Day 1 after we have successfully
closed the transaction. We will cover items such as time clocks, pay
periods, cell phones, email addresses and more. In the meantime,
please submit specific questions you would like to see
addressed.
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. The registration
statement was declared effective by the SEC on April 26, 2011. Kindred and RehabCare mailed the
definitive joint proxy statement/prospectus to their respective stockholders on or about April 28,
2011.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PENDING TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION.
You may obtain a free copy of
the joint proxy statement/prospectus and other related documents filed by Kindred and RehabCare
with the SEC at the SECs website at www.sec.gov. The joint proxy statement/prospectus and the
other documents filed by Kindred and RehabCare with the SEC may also be obtained for free by
accessing Kindreds website at www.kindredhealthcare.com and clicking on the Investors link and
then clicking on the link for SEC Filings or by accessing RehabCares website at
www.rehabcare.com and clicking on the Investor Information link and then clicking on the link for
SEC Filings.
Participants in this Transaction
Kindred, RehabCare and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from their respective stockholders in favor of
the pending transaction. You can find information about Kindreds executive officers and directors
in the joint proxy statement/prospectus. You can find information about RehabCares executive
officers and directors in its amended Form 10-K filed with the SEC on April 28, 2011. You can
obtain a free copy of these documents from Kindred or RehabCare, respectively, using the contact
information above.
Forward-Looking Statements
Information set forth 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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