-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hh8MWJ1PxztDX+IFUxP+oZxqcXke5aGNF3zveGG5W67pDkCc6E7u96Y1WORxFZi4 bBvkjq3eDsDr8l4f4nWpgQ== 0000919574-97-000144.txt : 19970221 0000919574-97-000144.hdr.sgml : 19970221 ACCESSION NUMBER: 0000919574-97-000144 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REHABCARE GROUP INC CENTRAL INDEX KEY: 0000812191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 510265872 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43069 FILM NUMBER: 97525051 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD 17TH FLR STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637422 FORMER COMPANY: FORMER CONFORMED NAME: REHABCARE CORP DATE OF NAME CHANGE: 19940218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RH CAPITAL ASSOCIATES CENTRAL INDEX KEY: 0001032991 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 HARRISTOWN ROAD CITY: GLENROCK STATE: NJ ZIP: 07492 BUSINESS PHONE: 2014442850 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: Name of Issuer: RehabCare Group, Inc. Title of Class of Securities: Ordinary Shares CUSIP Number: 759148109 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Robert Horwitz, RH Capital Associates, 55 Harristown Road, Glen Rock, New Jersey 07452 (201) 444-2850 (Date of Event which Requires Filing of this Statement) February 5, 1997 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 759148109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert Horwitz ###-##-#### 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 308,600 9. Sole Dispositive Power: 10. Shared Dispositive Power: 308,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person IN 3 CUSIP No. 759148109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person RH Capital Associates 22-3033645 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Sole proprietor is a U.S. citizen Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 308,600 9. Sole Dispositive Power: 10. Shared Dispositive Power: 308,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person OO 5 Item 1. Security and Issuer This statement relates to shares Common Stock (the "Shares") of RehabCare Group, Inc. (the "Company"). The Company's principal executive office is located at 7733 Forsythe Boulevard, Suite 1700, St. Louis, Missouri 63105. Item 2. Identity and Background This statement is being filed on behalf of Robert Horwitz and RH Capital Associates, whose address is 55 Harristown Road, Glen Rock, New Jersey 07452. Mr. Horwitz is the owner of RH Capital Associates, a sole proprietorship ("RHC"). RHC is the sole general partner of Glen Rock Partners, L.P. and RH Capital Associates Number One, L.P. (the "Partnerships"). The Partnerships are Delaware limited partnerships. The principal business of Mr. Horwitz and RHC is to act as manager to certain entities and accounts and as general partner to the Partnerships. RHC is also investment manager of Cragswood Ltd. ("Cragswood"), an offshore investment corporation. Neither Mr. Horwitz nor RHC has, during the last five years, been convicted in any criminal proceeding. Neither Mr. Horwitz nor RHC has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or 6 state securities laws or finding any violations with respect to such laws. Mr. Horwitz is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, each of Mr. Horwitz and RHC is deemed to beneficially own 308,600 Shares. All 308,600 Shares are held by the Partnerships, Cragswood and managed accounts over each of which Mr. Horwitz and RHC have investment discretion. Shares were purchased in open market transactions at an aggregate cost of $5,842,909.50. The funds for the purchase of the Shares held in the Partnerships, Cragswood and the managed accounts have come from the working capital of each. No funds were borrowed in connection with the purchase of Shares. Item 4. Purpose of Transaction The Shares beneficially owned by Mr. Horwitz and RHC were acquired for, and are being held for, investment purposes. Neither Mr. Horwitz nor RHC have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. 7 Item 5. Interest in Securities of the Issuer As of the date hereof, each of Mr. Horwitz and RHC is estimated to be the beneficial owner of 308,600 Shares of the Company. Based on the Company's latest 10-Q, as of November 30, 1996 there were a total of 4,698,487 outstanding Shares. Therefore, Mr. Horwitz and RHC each beneficially owns 6.6% of the outstanding Shares. Mr. Horwitz and RHC have the power to vote, direct the vote, dispose of or direct the disposition of all the Shares of the Company that are currently beneficially owned by them. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Neither Mr. Horwitz nor RHC has any contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by Mr. Horwitz and RHC over the past 60 days is filed herewith as Exhibit A. Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. 8 February 11, 1997 Date /s/ Robert Horwitz Robert Horwitz RH Capital Associates /s/ Robert Horwitz Robert Horwitz 9 42255001.AB4 Exhibit A Purchase Number Price Date of Shares per Share Value 01-17-97 2,100.00 19.425 40,792.50 01-21-97 22,500.00 19.625 441,562.50 01-27-97 12,000.00 19.625 235,500.00 02-03-97 14,000.00 21.500 301,000.00 02-05-97 17,000.00 21.125 359,125.00 02-05-97 3,000.00 21.039 63,375.00 02-07-97 39,000.00 21.039 820,501.50 02-10-97 15,000.00 21.113 316,687.50 10 42255001.AB4 -----END PRIVACY-ENHANCED MESSAGE-----