SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ONEX PARTNERS LP (Last) (First) (Middle) 712 FIFTH AVENUE 40TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/23/2004	3. Issuer Name and Ticker or Trading Symbol RES CARE INC /KY/ [ RSCR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/01/2004
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	3,700,000(1)	D
Common Stock, no par value	3,700,000(1)	I	By Onex Partners LP(1)(2)
Common Stock, no par value	3,700,000(1)	I	By Onex Partners LP(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	06/23/2004	(4)	Common Stock, no par value	4,809,500(1)	$10.5	D
Series A Convertible Preferred Stock	06/23/2004	(4)	Common Stock, no par value	4,809,500(1)	$10.5	I	By Onex Partners LP(1)(2)
Series A Convertible Preferred Stock	06/23/2004	(4)	Common Stock, no par value	4,809,500(1)	$10.5	I	By Onex Partners LP(1)(3)

1. Name and Address of Reporting Person* ONEX PARTNERS LP (Last) (First) (Middle) 712 FIFTH AVENUE 40TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ONEX CORP (Last) (First) (Middle) 161 BAY STREET P O BOX 700 (Street) TORONTO A6 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHWARTZ GERALD W (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Onex Capital CORP (Last) (First) (Middle) 161 BAY STREET P.O. BOX 700 (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to Instruction 5(b)(v) of Form 3 and the Joint Filing Agreement dated June 29, 2004, among the beneficial owners named therein, this Statement is filed jointly by Onex Partners LP and the other reporting persons identified herein. An aggregate of 8,509,500 shares of common stock, including 4,809,500 shares issuable upon conversion of the Series A Convertible Preferred Stock, are owned directly by Onex Partners LP and three affiliated investment entities, Onex American Holdings II LLC, Onex US Principals LP and ResCare Executive Investco LLC.

2. Onex Corporation indirectly controls Onex Partners LP, Onex American Holdings II LLC and Onex US Principals LP. Onex Capital Corporation controls ResCare Executive Investco LLC.

3. Gerald W. Schwartz is the indirect holder of all of the issued and outstanding shares of Multiple Voting Shares and Subordinate Voting Shares of Onex Corporation, ownership of which entitles Mr. Schwartz to elect 67.9% of the members of Onex's Board of Directors. Mr. Schwartz indirectly controls Onex Capital Corporation and ResCare Executive Investco LLC. Mr. Schwartz disclaims beneficial ownership of the shares reported on this Statement.

4. No expiration date.

Remarks:

Amended to add Onex Capital Corporation as an additional Reporting Person. Exhibits: 24.1 - Power of Attorney for Robert M. LeBlanc (previously filed); 24.2 - Power of Attorney for Eric J. Rosen (previously filed); 99 - Joint Filing Agreement dated June 29, 2004 (incorporated herein by reference to Exhibit 1 to Amendment No. 1 to Schedule 13D filed on June 29, 2004 by Onex Partners LP and the other reporting persons named therein).

	Donald W. Lewtas, Attorney-in-Fact for Robert M. Le Blanc, as Managing Director of Onex Partners Manager GP Inc., General Partner of Onex Partners Manager LP, Agent for Onex Partners GP LP, General Partner of Onex Partners LP	07/09/2004
	Donald W. Lewtas, Attorney-in-Fact for Eric J. Rosen, as Managing Director of Onex Partners Manager GP Inc., General Partner of Onex Partners Manager LP, Agent for Onex Partners GP LP, General Partner of Onex Partners LP	07/09/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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