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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

10/17/03  Hudson Physical Therapy Svcs In   S-4                   20:803                                    Bowne of Philadelphia FA
          Select Air II Inc
          Select Management Services LLC
          Select Rehabilitation Management Services Inc
          Select Specialty Hospital Bloomington Inc
          Select Specialty Hospital Boston Inc
          Select Specialty Hospital Conroe Inc
          Select Specialty Hospital Honolulu Inc
          Select Specialty Hospital Lansing Inc
          Select Specialty Hospital Lee Inc
          Select Specialty Hospital Leon Inc
          Select Specialty Hospital Lexington Inc
          Select Specialty Hospital Macon Inc
          Select Specialty Hospital Marion Inc
          Select Specialty Hospital Orange Inc
          Select Specialty Hospital Palm Beach Inc
          Select Specialty Hospital Saginaw Inc
          Select Specialty Hospital Sarasota Inc
          Select Specialty Hospital Western Missouri Inc
          Select Specialty Hospital Zanesville Inc
          Select Transport Inc
          South Philadelphia Occupational Health Inc
          Victoria Healthcare Inc
          Kessler Rehab of Connecticut Inc
          Kessler Rehabilition of Maryland Inc
          Kessler Rehabilitation of Florida Inc
          Kessler Rehab Centers Inc
          Kessler Rehabilitation Corp
          Argosy Health LLC
          Atra Services Inc
          Community Rehab Centers of Massachusetts Inc
          Core Rehab Management LLC
          CRF Rehabilitation Associates Inc
          Edgewater Rehabilitation Associates Inc
          Horizon Health & Rehabilitation Inc
          Kessler Assisted Living Corp
          Kessler Care Center at Ceder Grove Inc
          Kessler Institute for Rehabilitation Inc
          Kessler Occupational Medicine Centers Inc
          Kessler Physical Therapy & Rehabilitation Inc
          Kessler Rehabilitation Services Inc
          Pennsylvania Rehab Inc
          Physical Therapy Associates Inc
          Wilpage Inc
          Select Specialty Hospital Escambia Inc
          Kessler Care Center at Great Falls Inc
          Kessler Care Center at St Cloud Inc
          Intensiva Hospital of Greater St Louis Inc
          Joyner Sports Science Institute Inc
          Kentucky Rehabilitation Services Inc
          Lynn M Carlson Inc
          Metro Rehabilitation Services Inc
          Michigan Therapy Centre Inc
          Midatlantic Health Group Inc
          Monmouth Rehabilitation Inc
          New Mexico Physical Therapists Inc
          Northside Physical Therapy Inc
          Novacare Health Group LLC
          Novacare Occupational Health Services Inc
          Novacare Outpatient Rehabilitation Inc
          Novacare Outpatient Rehabilitation East Inc
          Novacare Outpatient Rehabilitation West Inc
          Novacare Rehabilitation Inc
          NW Rehabilitation Associates Inc
          PT Services Co
          PT Services Inc
          PT Services Rehabilitation Inc
          Peter Trailov Rpt Physical Therapy Clinic Orthopaedic
          Physical Rehabilitation Partners Inc
          Physical Therapy Enterprises Inc
          Physical Therapy Institute Inc
          Physical Therapy Services of the Jersey Cape Inc
          Physio Associates Inc
          Pro Active Therapy of Ahoskie Inc
          Pro Active Therapy of Gaffney Inc
          Pro Active Therapy of Greenville Inc
          Pro Active Therapy of North Carolina Inc
          Pro Active Therapy of South Carolina Inc
          Pro Active Therapy of Virginia Inc
          Pro Active Therapy of Rocky Mount Inc
          Professional Therapeutic Services Inc
          Quad City Management Inc
          Rci Colorado Inc
          Pro Active Therapy Inc
          Rci Exertec Inc
          Indianapolis Physical Therapy & Sports Medicine Inc
          Rehabclinics Inc
          Joyner Sportsmedicine Institute Inc
          American Transitional Hospitals Inc
          Intensiva Healthcare Corp
          Select Medical Corp
          Select Medical of Ohio Inc
          Select Medical of Pennsylvania Inc
          Affiliated Physical Therapists Ltd
          Select Software Ventures LLC
          Allegany Hearing & Speech Inc
          Select Specialty Hospital Akron Inc
          Select Medical Rehabilitation Clinics Inc
          Select Specialty Hospital Ann Arbor Inc
          Select Specialty Hospital Battle Creek Inc
          Human Performance & Fitness Inc
          Select Specialty Hospital Beech Grove Inc
          Atlantic Rehabilitation Services Inc
          Select Specialty Hospital Central Detroit Inc
          Select Specialty Hospital Charleston Inc
          Select Specialty Hospital Albuquerque Inc
          Select Specialty Hospital Cincinnati Inc
          Select Specialty Hospital Columbus Inc
          Select Specialty Hospital Dallas Inc
          Select Specialty Hospital Denver Inc
          Select Specialty Hospital Durham Inc
          Buendel Physical Therapy Inc
          Select Specialty Hospital Erie Inc
          Cer West Inc
          Select Specialty Hospital Evansville Inc
          Coast Institute Physical Therapy Inc
          Select Specialty Hospital Flint Inc
          Ccisub Inc
          Rci Michigan Inc
          Select Specialty Hospital Fort Smith Inc
          Rci Sport Inc
          Rci Wrs Inc
          Cenla Physical Therapy & Rehabilitation Agency Inc
          Select Specialty Hospital Gadsden Inc
          Center for Evaluation & Rehabilitation Inc
          Select Specialty Hospital Fort Wayne Inc
          Select Specialty Hospital Greensburg Inc
          Select Specialty Hospital Houston Inc
          Rebound Oklahoma Inc
          Select Specialty Hospital Indianapolis Inc
          Redwood Pacific Therapies Inc
          Select Specialty Hospital Jackson Inc
          Select Specialty Hospital Johnstown Inc
          Select Specialty Hospital Kansas City Inc
          Select Specialty Hospital Knoxville Inc
          Select Specialty Hospital Little Rock Inc
          Select Specialty Hospital Louisville Inc
          Select Specialty Hospital Macomb County Inc
          Select Specialty Hospital Memphis Inc
          Select Specialty Hospital Arizona Inc
          Select Specialty Hospital South Dallas Inc
          Select Specialty Hospital Milwaukee Inc
          Select Specialty Hospital Morgantown Inc
          Select Specialty Hospital Nashville Inc
          Select Specialty Hospital New Orleans Inc
          Select Specialty Hospital North Knoxville Inc
          Rehab Advantage Inc
          Select Specialty Hospital Northwest Detroit Inc
          Rehab Managed Care of Arizona Inc
          Rehab Provider Network-California Inc
          Select Specialty Hospital Northwest Indiana Inc
          Rehab Provider Network-East I Inc
          Rehab Provider Network-Georgia Inc
          Select Specialty Hospital Oklahoma City Inc
          Rehab Provider Network-Indiana Inc
          Rehab Provider Network-East II Inc
          Rehab Provider Network-Michigan Inc
          Rehab Provider Network-New Jersey Inc
          Rehab Provider Network-Ohio Inc
          Select Specialty Hospital Oklahoma City East Campus Inc
          Rehab Provider Network-Oklahoma Inc
          Rehab Provider Network-Pennsylvania Inc
          Select Specialty Hospital Omaha Inc
          Rehab Provider Network-Washington Dc Inc
          Center for Physical Therapy & Sports Rehabilitation Inc
          Rehab Provider Network of Colorado Inc
          Select Specialty Hospital Philadelphia Aemc Inc
          Select Specialty Hospital Phoenix Inc
          Center Therapy Inc
          Champion Physical Therapy Inc
          Coplin Physical Therapy Associates Inc
          Crowley Physical Therapy Clinic Inc
          Rehab Provider Network of Florida Inc
          Douglas Avery & Associates Ltd
          Rehab Provider Network of Nevada Inc
          Rehab Provider Network of New Mexico Inc
          Rehab Provider Network of North Carolina Inc
          Rehab Provider Network of Texas Inc
          Elk County Physical Therapy Inc
          Rehab Provider Network of Wisconsin Inc
          Select Specialty Hospital Huntsville Inc
          Rehab/Work Hardening Management Associates Ltd
          Fine Bryant & Wah Inc
          Francis Naselli Jr & Stewart Rich Physical Therapists Inc
          Rehabclinics Galaxy Inc
          Gallery Physical Therapy Center Inc
          Rehabclinics Pta Inc
          Georgia Physical Therapy Inc
          GP Therapy LLC
          Greater Sacramento Physical Therapy Associates Inc
          Grove City Physical Therapy & Sports Medicine Inc
          Gulf Breeze Physical Therapy Inc
          Rehabclinics Spt Inc
          Rehabclinics Abilene Inc
          Hand Therapy Associates Inc
          Rehabclinics Dallas Inc
          Hand Therapy & Rehabilitation Associates Inc
          Rehabclinics Pennsylvania Inc
          Hangtown Physical Therapy Inc
          Hawley Physical Therapy Inc
          Start Inc
          Select Employment Services Inc
          Select Hospital Investors Inc
          Selectmark Inc
          Select Medical of Kentucky Inc
          Select Medical of Maryland Inc
          Select Medical of New Jersey Inc
          Select Medical of New York Inc
          New England Health Group Inc
          Georgia Physical Therapy of West Georgia Inc/GA
          Select Specialty Hospital Pittsburgh Inc
          Select Specialty Hospital Pontiac Inc
          Select Specialty Hospital Reno Inc
          Select Specialty Hospital San Antonio Inc
          Select Specialty Hospital Sioux Falls Inc
          Select Specialty Hospital Topeka Inc
          Select Specialty Hospital Tricities Inc
          Select Specialty Hospital Tulsa Inc
          Select Specialty Hospital Columbus Grant Inc
          Select Specialty Hospital Western Michigan Inc
          Select Specialty Hospital Wichita Inc
          Select Specialty Hospital Wilmington Inc
          Select Specialty Hospital Wyandotte Inc
          Select Specialty Hospital Youngstown Inc
          Select Specialty Hospital Inc
          Select Synergos Inc
          Select Unit Management Inc
          SLMC Finance Corp
          Select Provider Networks Inc
          South Jersey Physical Therapy Associates Inc
          South Jersey Rehabilitation & Sports Medicine Center Inc
          Southpointe Fitness Center Inc
          Southwest Emergency Associates Inc
          Southwest Physical Therapy Inc
          Southwest Therapists Inc
          Sports & Orthopedic Rehalilitation Services Inc
          Stephenson Holtz Inc
          Center for Physical Therapy & Rehabilitation Inc
          TJ Partnership I
          Treister Inc
          Novacare Outpatient Rehabilitation of California Inc
          Valley Group Physical Therapists Inc
          Vanguard Rehabilitation Inc
          Wayzata Physical Therapy Center Inc
          West Penn Rehabilitation Services Inc
          West Side Physical Therapy Inc
          West Suburban Health Partners Inc
          Avalon Rehabilitation & Healthcare LLC
          Select Specialty Hospital Columbus University Inc
          Orthopedic Sports & Industrial Rehabilitation Network Inc
          Yuma Rehabilitation Center Inc
          Athens Sports Medicine Clinic Inc
          Ather Sports Injury Clinic Inc
          Atlantic Health Group Inc

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Select Medical Corp.                                HTML  3,013K 
 2: EX-2.5      Agreement and Plan of Merger Dated 09/02/2004          3     72K 
 3: EX-4.4      Indenture Governing 7 1/2% Senior Sub. Notes         166    640K 
 4: EX-4.6      Exchange and Registration Rights Agreement            33    177K 
 5: EX-4.7      Supplemental Indenture Dated As of 09/02/2003         15    106K 
 6: EX-4.8      Assumption Agreement Dated As of 09/02/2003           14    101K 
 7: EX-10.74    Fifth Amendment Dated 07/29/2003 to Credit Agree.     38    127K 
 8: EX-10.75    Purchase Agreement Dated As of July 29, 2003          86    325K 
 9: EX-10.76    Escrow Agreement Dated As of August 12, 2003          18    130K 
10: EX-12.1     Statement of Corporation of Ratio of Earnings          2±    73K 
11: EX-21.1     Subsidiaries of Select Medical Corporation             8     95K 
12: EX-23.1     Consent of Pricewaterhousecoopers Llp                  1     67K 
13: EX-23.2     Consent of Pricewaterhousecoopers Llp                  1     67K 
14: EX-25.1     Statement of Eligibility of Trustee                    4     80K 
15: EX-99.1     Form of Letter of Transmittal                         13    121K 
16: EX-99.2     Form of Notice of Guaranteed Delivery                  4     79K 
17: EX-99.3     Letter to Holder of 7 1/2% Senior Sub. Notes           1     67K 
18: EX-99.4     Letter to Brokers, Dealers, Commercial Banks           2     73K 
19: EX-99.5     Letter to Clients Concerning Offer                     3     74K 
20: EX-99.6     Guidelines for Certification of Taxpayer Ident.        2±    72K 

SECURITIES AND EXCHANGE COMMISSION

FORM S-4

Select Medical Corporation

4716 Old Gettysburg Road

See Table of Additional Registrants Below

Michael E. Tarvin, Esq.

With a Copy to:

Christopher G. Karras, Esq.

        Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

(1)	Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee.
(2)	The other companies listed in the Table of Additional Registrants below have guaranteed, jointly and severally, the 7 1/2% Senior Subordinated Notes Due 2013 being registered hereby. The Guarantors are registering the Guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the Guarantees.
(3)	Not applicable.

         The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Select Medical Corporation

Table of Additional Registrants

The address, including zip code, and telephone number, including area code, of the principal offices of the additional registrants listed above (the “Additional Registrants”) is 4716 Old Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17055. The telephone number at that address is (717) 972-1100.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 17, 2003

PROSPECTUS

OFFER TO EXCHANGE

7 1/2% Senior Subordinated Notes Due 2013 originally issued by Select Medical Escrow, Inc. for new 7 1/2% Senior Subordinated Notes Due 2013

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SELECT MEDICAL CORPORATION

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,

     Terms of the exchange offer:

	•	We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.
	•	You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.
	•	We believe that the exchange of old notes will not be a taxable event for U.S. federal income tax purposes, but you should see “Certain United States federal income tax considerations” on page 167 for more information.
	•	We will not receive any proceeds from the exchange offer.
	•	The terms of the new notes are substantially identical to the old notes, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes.

      See “Risk Factors” beginning on page 17 for a discussion of risks that should be considered by holders prior to tendering their old notes.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003.

In making your investment decision, you should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. The information on our website, located at www.selectmedicalcorp.com, is not part of this prospectus.

Table of contents

Our principal executive offices are located at 4716 Old Gettysburg Road, Mechanicsburg, Pennsylvania, and our telephone number at that address is (717) 972-1100. Our common stock is listed on the New York Stock Exchange under the symbol “SEM.”

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of distribution.”

Industry and market data

In this prospectus we rely on and refer to information and statistics regarding the healthcare industry. We obtained this information and these statistics from various third-party sources, discussions with our customers and our own internal estimates. We believe that these sources

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Forward-looking statements

Statements contained in this prospectus that are not historical facts may be forward-looking statements within the meaning of U.S. federal securities law. These statements include, without limitation, statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “estimates,” or similar expressions. Such forward-looking statements reflect management’s beliefs and assumptions and are based on information currently available to management. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

	•	a change in government reimbursement for our services that would affect our revenue;
	•	the failure of our long term acute care hospitals to maintain their status as such, which could negatively impact our profitability;
	•	a government investigation or assertion that we have violated applicable regulations may result in increased costs and a significant use of internal resources;
	•	shortages in qualified nurses could increase our operating costs significantly;
	•	the effect of liability and other claims asserted against us;
	•	conditions in the malpractice insurance market may further increase the cost of malpractice insurance and/or force us to assume even higher self-insured retentions;
	•	private third party payors of our services may undertake cost containment initiatives that would decrease our revenue;
	•	unexpected difficulties in integrating our and Kessler’s operations or realizing the anticipated benefits from the Kessler Acquisition (as described herein);
	•	unforeseen liabilities associated with the Kessler Acquisition; and
	•	future acquisitions may use significant resources and expose us to unforeseen risks.

All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth or referred to above. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Summary

The summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the financial statements and related notes and the risks of investing discussed under “Risk factors,” before investing.

In this prospectus, “Company,” “Select,” “we,” “our,” and “us,” except as otherwise indicated or as the context otherwise indicates, refer to Select Medical Corporation. With respect to the descriptions of our business contained in this prospectus, such terms refer to Select Medical Corporation and our subsidiaries. The terms “Select Medical Escrow” refers to Select Medical Escrow, Inc., “Kessler” refers to Kessler Rehabilitation Corporation and its subsidiaries and the term “Kessler Acquisition” refers to our acquisition of Kessler as described under the caption “Our business— the Kessler Acquisition.”

The Exchange Offer

On July 29, 2003, Select Medical Escrow issued and sold $175.0 million aggregate principal amount of 7 1/2% Senior Subordinated Notes Due 2013, referred to as the old notes. In connection with that sale, Select and Select Medical Escrow entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for the old notes. On September 2, 2003, Select Medical Escrow was merged with and into Select—and the separate corporate existence of Select Medical Escrow ceased as of that date and Select assumed all of the obligations and responsibilities of Select Medical Escrow under the old notes. As required by the registration rights agreement, Select is offering to exchange $175.0 million aggregate principal amount of our new 7 1/2% Senior Subordinated Notes Due 2013, referred to as the new notes, the issuance of which will be registered under the Securities Act, for a like aggregate principal amount of old notes. We refer to this offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal as the exchange offer. You are entitled to exchange your old notes for new notes. We urge you to read the discussions under the headings “The exchange offer” and “The new notes” in this Summary for further information regarding the exchange offer and the new notes.

Company overview

We are a leading operator of specialty hospitals for long term stay patients in the United States. We are also a leading operator of outpatient rehabilitation clinics in the United States and Canada. As of June 30, 2003, we operated 75 long term acute care hospitals in 24 states and 737 outpatient rehabilitation clinics in 32 states, the District of Columbia and seven Canadian provinces. We began operations in 1997 under the leadership of our current management team, including our co-founders, Rocco A. Ortenzio and Robert A. Ortenzio, both of whom have significant experience in the healthcare industry. Under this leadership, we have grown our business through strategic acquisitions and internal development initiatives, increasing net operating revenue, net income (loss) and EBITDA (as defined in “—Summary of consolidated financial and other data”) from $456.0 million, $(13.1) million and $27.5 million, respectively, for the fiscal year ended December 31, 1999 to $1,126.6 million, $44.2 million and $125.3 million for the fiscal year ended December 31, 2002.

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Recent developments

Kessler Acquisition

On September 2, 2003, we completed the acquisition of all of the outstanding stock of Kessler Rehabilitation Corporation from Henry H. Kessler Foundation, Inc. for $228.3 million in cash, and $1.7 million of assumed indebtedness. The purchase price is subject to a post-closing working capital adjustment as described under the caption “Our business— the Kessler Acquisition.” Through its network of five rehabilitation hospital facilities and 92 outpatient clinics, Kessler is one of the nation’s leading providers of comprehensive rehabilitation care and physical medicine services. As of June 30, 2003, pro forma for the Kessler Acquisition, we would have operated 80 specialty hospitals and 829 outpatient rehabilitation clinics. Additionally, on a pro forma basis, we would have generated net operating revenues, net income and EBITDA of $757.2 million, $29.5 million and $88.6 million, respectively, for the six months ended June 30, 2003.

Select Medical Corporation

We operate our business to satisfy a broad range of healthcare needs through the following divisions:

Specialty hospitals/other (60% of net operating revenue for the six months ended June 30, 2003)

Our long term acute care hospitals treat patients with serious and often complex medical conditions such as respiratory failure, neuromuscular disorders, cardiac disorders, non-healing wounds, renal disorders and cancer. Patients are admitted to our long term acute care hospitals from general acute care hospitals in our markets. The differences in clinical expertise and reimbursement rates provide general acute care hospitals and their physicians with incentives to discharge longer stay, medically complex patients to our facilities. Nearly all of our existing facilities are located in leased space within general acute care hospitals. The leased spaces are commonly referred to as a “hospital within a hospital.” We believe this model provides several advantages to patients, host hospitals, physicians and us:

	•	Patients benefit from being in a setting specialized to meet their unique medical needs;
	•	In addition to being provided with a place to discharge high-cost, long-stay patients, host hospitals benefit by receiving payments from us for rent and ancillary services;
	•	Physicians affiliated with the host hospital are provided with the convenience of being able to monitor the progress of their patients without traveling to another location; and
	•	We benefit from the ability to operate specialty hospitals without the capital investment often associated with buying or building a freestanding facility. We also gain operating cost efficiencies by contracting with these host hospitals for selected services at discounted rates.

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Outpatient rehabilitation (40% of net operating revenues for the six months ended June 30, 2003)

Our outpatient rehabilitation clinics provide physical, occupational and speech therapy typically to patients with musculoskeletal impairments that restrict their ability to perform normal activities of daily living. We also provide rehabilitation management services and staffing on a contract basis to other healthcare providers. Patients are generally referred or directed to our clinics by a physician, employer or health insurer who believes that a patient can benefit from our services. We believe that our services are attractive to healthcare payors who are seeking to provide the most cost-effective level of care to their enrollees.

Kessler Rehabilitation Corporation

Kessler provides the following services:

Specialty hospitals (54% of Kessler’s revenues for the six months ended June 30, 2003)

Kessler’s specialty hospital services are delivered through four free-standing rehabilitation hospital facilities in New Jersey. In these facilities, Kessler provides services to patients who require intensive rehabilitative care for debilitating injuries including traumatic brain and spinal cord injuries. Patients in Kessler’s specialty hospitals generally require longer stays and a more specialized level of clinical attention than individuals in general acute care hospital settings. Kessler also has a 50% ownership position in a rehabilitation hospital in Maryland which it operates with a joint venture partner. Kessler accounts for this joint venture under the equity method of accounting for investments.

Outpatient rehabilitation (35% of Kessler’s revenues for the six months ended June 30, 2003)

Outpatient rehabilitation services are provided through 92 outpatient rehabilitation clinics. At these clinics, Kessler provides physical, occupational and speech therapy to patients who require rehabilitation services but are well enough to be treated outside of an inpatient setting. Kessler’s clinics are located throughout 10 states in the eastern United States. Additionally, Kessler provides onsite contract rehabilitation services to individuals in third-party institutions such as schools, nursing homes, assisted living facilities, hospitals and the workplace.

Other services (11% of Kessler’s revenues for the six months ended June 30, 2003)

Other services include the sale of home medical equipment, orthotics, prosthetics, oxygen and ventilator systems and infusion/intravenous services. Kessler also operates a 196-bed skilled nursing facility located in New Jersey.

We believe that the Kessler Acquisition provides us significant benefits including:

	•	Highly regarded brand name. Kessler has built a strong reputation and is widely recognized for its leadership in providing quality, comprehensive rehabilitation services. Notably, Kessler’s rehabilitation hospital network, Kessler Institute for Rehabilitation, was ranked as the top rehabilitation hospital in the northeastern United States in 2002, according to a survey of board-certified physicians that was published by U.S. News & World Report. We expect that this strong brand name will enhance our ability to attract patients and strengthen our referral relationships.
	•	Comparable specialty hospital business. Kessler’s rehabilitation hospital facilities represent a strong fit with our existing long term acute care hospital business. Both Kessler’s rehabilitation hospital facilities and our long term acute care hospitals

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		provide specialized care to their patient populations and have similar business fundamentals. The addition of Kessler’s rehabilitation hospitals will allow us to reach a broader array of patients and will provide us with an additional platform for future growth.

	•	Greater scale in outpatient rehabilitation. Kessler’s outpatient rehabilitation clinics will provide additional scale to our existing outpatient business, particularly in the eastern United States. Our total number of facilities as of June 30, 2003, pro forma for the Kessler Acquisition, would have increased from 737 to 829. We believe scale enhances our referral network and our ability to negotiate favorable contracts with commercial insurers.
	•	Leverage our management team’s expertise. Our management team has extensive experience operating both outpatient rehabilitation clinics and specialty hospitals licensed as rehabilitation hospitals. Prior to co-founding Select, our Executive Chairman, Rocco Ortenzio, and our President and Chief Executive Officer, Robert Ortenzio co-founded Continental Medical Systems, Inc. (“CMSI”) a publicly traded rehabilitation hospital company. They managed and developed this company from its inception in 1986 until it was sold in 1995.

Competitive strengths

	•	Leading market position. Since beginning our operations in 1997, we believe that we have developed a reputation as a high quality, cost-effective health care provider in the markets we serve. We are a leading operator of specialty hospitals for long term stay patients in the United States and a leading operator of outpatient rehabilitation clinics in the United States and Canada. As of June 30, 2003, we operated 75 long term acute care hospitals with 2,758 available licensed beds in 24 states, and we also operated 737 outpatient rehabilitation clinics in 32 states, the District of Columbia and seven Canadian provinces. The Kessler Acquisition provides five inpatient rehabilitation facilities, an additional 92 outpatient rehabilitation clinics and a widely recognized brand name with a high quality reputation. Our leadership position allows us to attract patients, aids us in our marketing efforts to payors and referral sources and helps us negotiate favorable payor contracts.
	•	Experienced and proven management team. Prior to co-founding Select and CMSI, our Executive Chairman founded and operated two other healthcare companies focused on rehabilitation services. Our five senior operations executives have an average of 25 years of experience in the healthcare industry. In addition, 17 of the Company’s 28 officers previously worked together at CMSI.
	•	Proven financial performance. We have established a track record of improving the performance of the facilities we operate. A significant reason for our strong operating performance over the past several years has been our disciplined approach to growth and intense focus on cash flow generation and debt reduction:

	—	net operating revenues, net income (loss) and EBITDA (excluding the Kessler Acquisition) have grown from $456.0 million, $(13.1) million and $27.5 million, respectively, for the fiscal year ended December 31, 1999 to $1,126.6 million, $44.2 million and $125.3 million, respectively, for the fiscal year ended December 31, 2002;

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	—	accounts receivable days outstanding have decreased from 119 as of December 31, 1999 to 56 as of June 30, 2003; and
	—	our ability to reduce our ratio of total debt to EBITDA from 3.7x as of December 31, 2000 to 2.1x as of December 31, 2002.

	•	Experience in successfully completing and integrating acquisitions. Since we began operations in 1997, we have completed three significant acquisitions for approximately $366.4 million in aggregate consideration (not including the Kessler Acquisition). We believe that we have significantly improved the operating performance of the facilities we have acquired by applying our standard operating practices to the acquired businesses.
	•	Significant scale. By building significant scale in our specialty hospitals and outpatient rehabilitation clinics, we have been able to leverage our operating costs by centralizing administrative functions at our corporate office. Additionally, we believe that our size improves our ability to negotiate favorable outpatient contracts with commercial insurers.
	•	Multiple business lines and geographic diversity. We have a leading presence in two attractive segments of the healthcare industry, which we believe diversifies our business risk. Because we provide inpatient care in our specialty hospitals and outpatient care in our rehabilitation clinics, we do not rely exclusively on a single business line for our net operating revenues, operating profits or EBITDA. Our geographic diversification and the mix of our business also reduces our exposure to any single governmental or commercial reimbursement source.
	•	Demonstrated development expertise. From our inception through June 30, 2003, we have developed 40 new long term acute care hospitals and 164 outpatient rehabilitation clinics. These initiatives have demonstrated our ability to effectively identify new opportunities and implement start-up plans.

Our strategy

Specialty hospitals

The key elements of our specialty hospital strategy are to:

	•	Provide high quality and cost effective care. To effectively address the complex nature of our patients’ medical conditions, we have developed specialized treatment programs focused on their needs. Additionally, our staffing models are designed to ensure that patients have access to the necessary level of clinical attention and that our resources are being deployed in an efficient, cost- effective manner. The quality of the patient care we provide is continually monitored using several measures including clinical outcomes as well as patient, payor and physician satisfaction surveys.
	•	Reduce operating costs. We continually seek to improve operating efficiency and reduce costs at our hospitals by standardizing and centralizing key administrative functions. We believe that by optimizing staffing based on our occupancy and the clinical needs of our patients, we can lower our variable cost per patient. Additionally, as part of our operating philosophy, we continue to focus on initiatives that will reduce expenses, such as group purchasing arrangements to receive discounts for pharmaceutical and medical supplies.

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	•	Increase higher margin commercial volume. We typically receive higher reimbursement rates from commercial insurers than we do from the federal Medicare program. As a result, we work to expand relationships with insurers to increase commercial patient volume. Although the level of care we provide is complex and staff intensive, we typically have lower operating expenses at our existing hospitals because we provide a much narrower range of patient services than a general acute care hospital. As a result of these lower costs, we offer more attractive rates to commercial payors. We also believe that we offer commercial enrollees customized treatment programs not offered in traditional acute care facilities.
	•	Develop new long term acute care hospitals. Our goal is to develop 8 to 10 new long term acute care hospitals each year using primarily our “hospital within a hospital” model by leasing space from general acute care hospitals with leading market positions. We seek to contract with various types of general acute care hospitals, including for-profit, not-for-profit and university affiliates. We intend to continue to expand our high quality facility base while maintaining our high standards of care.
	•	Pursue opportunistic acquisitions. In addition to our development initiatives, we intend to grow our network of specialty hospitals through strategic acquisitions. We adhere to selective criteria in our analysis and have historically been able to obtain assets for what we believe are attractive valuations. We have a focused team of professionals that formulates and executes an integration plan, and we have generally been able to increase margins at acquired facilities by streamlining various functions and standardizing our staffing models.

Outpatient rehabilitation

The key elements of our outpatient rehabilitation strategy are to:

	•	Increase market share. Having a strong market share in our local markets allows us to benefit from heightened brand awareness, economies of scale and increased leverage when negotiating payor contracts. To increase our market share, we seek to expand the services and programs we provide and generate loyalty with patients and referral sources by providing high quality care and strong customer service. We intend to leverage the scale we will achieve through the acquisition of the Kessler outpatient clinics to enhance this strategy.
	•	Optimize the profitability of our payor contracts. We continually review new and existing payor contracts to determine how each of the contracts affects our profitability. We create a retention strategy for each of our top performing contracts and a re-negotiation strategy for contracts that do not meet our defined criteria.
	•	Grow through new development and acquisitions. We intend to open new clinics in our current markets where we believe we can benefit from existing referral relationships and brand awareness to produce incremental growth and operating leverage. Additionally, we intend to continually evaluate acquisition opportunities, such as Kessler, that may enhance the scale of our business and expand our geographic reach.
	•	Maintain strong employee relations. We seek to retain, motivate and educate our employees whose relationships with referral sources, such as physicians and healthcare case managers, are key to our success. We attempt to motivate them by implementing

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		a performance-based program, a defined career path, timely and open communication on company developments, and internal training programs. We also focus on empowering our employees by giving them a high degree of autonomy in determining local market strategy. This management approach reflects the unique nature of each market we operate in and the importance of encouraging our employees to assume responsibility for their clinic’s performance.

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The exchange offer

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Consequences of exchanging old notes pursuant to the exchange offer

Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an “affiliate” of our company within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell such new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided:

	•	the new notes are acquired in the ordinary course of the holders’ business;
	•	the holders have no arrangement with any person to participate in a distribution of the new notes; and
	•	neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes.

Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of distribution.” In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, under the Exchange and Registration Rights Agreement and subject to limitations specified in the Exchange and Registration Rights Agreement, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions as any holder of the notes reasonably requests in writing. If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer. See “The exchange offer— consequences of failure to exchange; Resales of new notes.”

The old notes are currently eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages (PORTAL) market. Following commencement of the exchange offer but prior to its completion, the old notes may continue to be traded in the PORTAL market. Following completion of the exchange offer, the new notes will not be eligible for PORTAL trading.

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The new notes

The terms of the new notes and the old notes are identical in all material respects, except for transfer restrictions and registration rights relating to the old notes.

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	indebtedness including guarantees of the old notes and senior to all subordinated indebtedness of the subsidiary guarantors.

You should refer to the section entitled “Risk factors” for an explanation of certain risks in investing in the new notes.

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Summary consolidated financial and other data

You should read the summary consolidated financial and other data below in conjunction with our consolidated financial statements and the accompanying notes and the unaudited pro forma combined financial information, contained herein. We derived the historical financial data for the years ended December 31, 2000, 2001 and 2002, and as of December 31, 2000, 2001 and 2002 from our audited consolidated financial statements. We derived the historical financial data for the six months ended June 30, 2002 and June 30, 2003, and as of June 30, 2002 and 2003, from our unaudited interim consolidated financial statements. You should also read “Selected consolidated financial and other data” and the accompanying “Management’s discussion and analysis of financial condition and results of operations.” All of these materials are contained later in this offering memorandum. The unaudited pro forma combined statement of operations data for the year ended December 31, 2002 present results of operations before cumulative effects of accounting changes and are pro forma for the Kessler Acquisition and the sale of the old notes as if these transactions had been completed on January 1, 2002. The unaudited pro forma combined statements of operations data for the six months ended June 30, 2003 are pro forma for the Kessler Acquisition and the sale of the old notes as if these transactions had been completed on January 1, 2003. The unaudited pro forma combined balance sheet data as of June 30, 2003 are pro forma for the Kessler Acquisition and the sale of the old notes as if these transactions had been completed on June 30, 2003. You should also read “Unaudited pro forma combined financial information.” The pro forma information shown below as part of the “Summary consolidated financial and other data,” is presented to be consistent with the information presented in “Unaudited pro forma combined financial information.”

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