-----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, LFrWlwGEsiFvGltekSDShTBEFk8x5v4VYMMDlRULwQmPtuxt0wRRc1IkfauxNEoG b8/S4mqaj0cKGXDwwVLTTA== 0001015532-97-000003.txt : 19970416 0001015532-97-000003.hdr.sgml : 19970416 ACCESSION NUMBER: 0001015532-97-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970415 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43069 FILM NUMBER: 97580578 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: USDAN JAMES M CENTRAL INDEX KEY: 0001015532 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637422 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 SC 13D/A 1 SCHEDULE 13D FOR JAMES M. USDAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) REHABCARE GROUP, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 759148 10 9 (CUSIP Number) COPY TO: Robert M. LaRose, Esq. James M. Usdan THOMPSON COBURN 7733 Forsyth Boulevard Suite 1700 One Mercantile Center St. Louis, Missouri 63105 St. Louis, Missouri 63101 (314) 863-7422 (314) 552-6000 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 14, 1997 (Date of Event which Requires Filing of this Statement) 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 / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled outfor 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 disclosures provided in a prior cover page. The information required on 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). (Continued on following page(s)) 2 CUSIP No. 759148 10 9 13D ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James M. Usdan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)/ / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 55,095 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 55,095 10 SHARED DISPOSITIVE POWER -- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 311,680 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.74% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ 3 Item 3. Source and Amount of Funds or Other Consideration. James M. Usdan obtained 55,430 of the shares of RehabCare Common Stock reported in this Schedule 13D with personal funds. The remaining 256,250 shares of RehabCare Common Stock reported in this Schedule 13D as beneficially owned by Mr. Usdan are presently exercisable options to purchase RehabCare Common Stock which Mr. Usdan received from RehabCare. Item 5. Interest in Securities of the Issuer. (a) James M. Usdan may be deemed to be the beneficial owner of 311,680 shares (including 256,250 shares subject to stock options) of RehabCare Common Stock, representing 7.74% of the 3,768,172 shares of such class issued and outstanding as of April 11, 1997. (b) James M. Usdan may be deemed to have sole voting and dispositive power with respect to 55,095 shares of RehabCare Common Stock, which shares represent 1.36 percent of the 3,768,172 shares of such class issued and outstanding as of April 11, 1997. (c) Between February 10, 1997 and April 11, 1997, James M. Usdan effected a total of seven transactions in RehabCare Common Stock: (1) On February 11, 1997, James M. Usdan purchased 62.075 shares at $21.125 per share. The transaction was effected by Boatmen's Trust Company on the open market. (2) On February 24, 1997, James M. Usdan purchased 125 shares at $21.875 per share. The transaction was effected by Merill Lynch & Company on the open market. (3) On February 24, 1997, James M. Usdan purchased 395 shares at $21.875 per share. The transaction was effected by Merill Lynch & Company on the open market. (4) On March 11, 1997, James M. Usdan sold 105.095 shares at $23.920 per share. The transaction was effected by Boatmen's Trust Company on the open market. (5) On April 1, 1997, James M. Usdan purchased 54.688 shares at $24.000 per share. The transaction was effected by Boatmen's Trust Company on the open market. (6) On April 2, 1997, James M. Usdan purchased 110 shares at $24.750 per share. The transaction was effected by Merill Lynch & Company on the open market. (7) On April 10, 1997, James M. Usdan purchased 56.512 shares at $25.290 per share. The transaction was effected by Boatmen's Trust Company on the open market. 4 (d) Not applicable. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 11, 1997 /s/ James M. Usdan James M. Usdan -----END PRIVACY-ENHANCED MESSAGE-----