-----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, WWS+2hsLJ1r5YbZRjdDCKRA5EG39Ljp11b8GkiipZ9o3ivDl/fLe9ugYuq8U77u/ o0QvUhLMn+/XkoAdC4oBQQ== /in/edgar/work/20000831/0000911959-00-500008/0000911959-00-500008.txt : 20000922 0000911959-00-500008.hdr.sgml : 20000922 ACCESSION NUMBER: 0000911959-00-500008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RES CARE INC /KY/ CENTRAL INDEX KEY: 0000776325 STANDARD INDUSTRIAL CLASSIFICATION: [8050 ] IRS NUMBER: 610875371 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49827 FILM NUMBER: 714850 BUSINESS ADDRESS: STREET 1: 10140 LINN STATION RD CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5023942100 MAIL ADDRESS: STREET 1: 10140 LINN STATION RD CITY: LOUISVILLE STATE: KY ZIP: 40223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEARY RONALD G CENTRAL INDEX KEY: 0000939563 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10140 LION STATION RD CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5023942100 MAIL ADDRESS: STREET 1: 10140 LINN STATION RD CITY: LOUISVILLE STATE: KY ZIP: 40223-3813 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED ON STATEMENTS FILLED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2A FINAL AMENDMENT RES-CARE, INC. _________________________________________________________________ (Name of Issuer) COMMON STOCK _________________________________________________________________ (Title of Class of Securities) 760943100 _________________________________________________________________ (CUSIP Number) Alan K. MacDonald Brown, Todd & Heyburn PLLC 400 West Market Street, 32nd Floor Louisville, Kentucky 40202-3363 (502) 589-5400 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13e-7 for other parties to whom copies are to be sent. *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). 1. NAME OF REPORTING PERSON Ronald G. Geary S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( x ) 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK 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 Shares Beneficially Owned By Each Reporting Person With 7. SOLE VOTING POWER........................1,384,244 8. SHARED VOTING POWER............................. 0 9. SOLE DISPOSITIVE POWER...................1,384,244 10. SHARED DISPOSITIVE POWER.....................2,510 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,389,554 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON Jeffrey M. Cross SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( x ) 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK 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 Shares Beneficially Owned By Each Reporting Person With 7. SOLE VOTING POWER........................1,384,244 8. SHARED VOTING POWER..............................0 9. SOLE DISPOSITIVE POWER.....................144,504 10. SHARED DISPOSITIVE POWER.........................0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,504 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .7% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON E. Halsey Sandford S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( x ) 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK 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 Shares Beneficially Owned By Each Reporting Person With 7. SOLE VOTING POWER......................143,714 8. SHARED VOTING POWER..........................0 9. SOLE DISPOSITIVE POWER.................143,714 10. SHARED DISPOSITIVE POWER.....................0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,714 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .6% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON Paul G. Dunn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( x ) 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of Canada; resident alien of the United States Number of Shares Beneficially Owned By Each Reporting Person With 7. SOLE VOTING POWER.................... 119,980 8. SHARED VOTING POWER.................... 1,300 9. SOLE DISPOSITIVE POWER............... 119,980 10. SHARED DISPOSITIVE POWER............... 1,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,280 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .5% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON Ralph G. Gronefeld, Jr. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( x ) 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK 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 Shares Beneficially Owned By Each Reporting Person With 7. SOLE VOTING POWER.........................15,150 8. SHARED VOTING POWER............................0 9. SOLE DISPOSITIVE POWER....................15,150 10. SHARED DISPOSITIVE POWER.....................467 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,317 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14. TYPE OF REPORTING PERSON* IN Introduction The Introduction of the Schedule 13D is hereby amended as follows: RWD Holdings and Res-Care have terminated their obligations to enter into the Merger Agreement. As a result of the termination of the Merger Agreement, the Voting Agreements entered into by Ronald G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn, Ralph G. Gronefeld, Jr., James R. Fornear, Margaret H. Fornear, and Vincent D. Pettinelli have been terminated and the parties to the Voting Agreements are no longer obligated to vote their respective shares of Common Stock in favor of the Merger Agreement. Item 1. Security and Issuer. Item 1 of the Schedule 13D is hereby amended in its entirety to read as follows: This amendment No. 1 amends the statement on Schedule 13D filed with the Securities and Exchange Commission on April 12, 2000 (the "Schedule 13D") by the Management Group, with respect to the shares of common stock, no par value (the "Common Stock") of Res-Care, Inc., a Kentucky corporation (the "Issuer"). The principal executive offices of the Issuer are located at 10140 Linn Station Road, Louisville, Kentucky 40223. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Schedule 13D. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows: Not Applicable Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows: Not Applicable Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows: (a) - (b) On June 29, 2000, the Issuer, RWD Holdings and Redwood Acquisition, Inc. agreed to terminate the Merger Agreement, by mutual consent pursuant to the Termination Agreement (the "Termination Agreement"). By virtue of the termination of the Merger Agreement, the Voting Agreements terminated simultaneously. The description herein of the Termination Agreement is qualified in its entirety by reference to the Termination Agreement, which is incorporated herein by reference to Res- Care's Current Report on Form 8-K dated June 29, 2000. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) of the Schedule 13D is hereby amended in its entirety to read as follows: (a) Each of the parties to this amendment, Ronald G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn and Ralph G. Gronefeld, Jr., claims no beneficial ownership of shares of common stock owned by any other person or entity. As a result of the termination of the Merger Agreement, the Voting Agreements entered into by the parties listed in the Introduction have been terminated and the parties to the Voting Agreements are no longer obligated to vote their respective shares of Common Stock in favor of the Merger Agreement. Any prior beneficial ownership based on the Voting Agreements is hereby disclaimed. Ronald G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn, and Ralph G. Gronefeld, Jr. each disclaim membership in any group with respect to the Common Stock. (b) Ronald G. Geary has sole power to dispose or direct the disposition of 1,384,244 shares of Common Stock. This includes 591,046 shares which are subject to options that are presently exercisable and 2,510 shares held for the benefit of Mr. Geary by the Retirement Savings Plan. Mr. Geary disclaims beneficial ownership of 2,800 shares owned by his wife, for which he has no voting or investment power. On May 23, 2000, in consideration for $1.00 Mr. Geary terminated options previously granted to him for 112,500 shares all of which were currently exercisable. Jeffrey M. Cross has sole power to dispose or direct the disposition of 144,504 shares of Common Stock. This includes 144,504 subject to options that are presently exercisable. E. Halsey Sandford has sole power to dispose or direct the disposition of 143,714 shares of Common Stock. These include 2,025 shares which are subject to options that are presently exercisable. This amount does not include 129,622 shares held in trust for the benefit of Mr. Sandford's wife and their children of which Mrs. Sandford is trustee. Mr. Sandford has no voting or investment power with respect to these shares. Paul G. Dunn has sole or shared power to dispose or direct the disposition of 121,280 shares of Common Stock. These include 1,300 shares owned jointly with his wife and 119,980 shares which are subject to options that are presently exercisable. Ralph G. Gronefeld, Jr. has sole power to dispose or direct the disposition of 15,617 shares of Common Stock. These include 15,150 shares which are subject to options that are presently exercisable, 467 shares held for the benefit of Mr. Gronefeld by the Retirement Savings Plan over which Mr. Gronefeld has investment, but no voting power. In addition, Mr. Gronefeld disclaims beneficial ownership of 700 shares held in Mrs. Gronefeld's IRA over which Mr. Gronefeld holds neither voting nor investment power. In May, 2000, Mr. Gronefeld terminated options for 9,001 exercisable options in consideration of payment of $900 by Res-Care. In July, 2000, Mr. Gronefeld terminated options for 75,000 exercisable options in consideration of payment of $1.00 by ResCare. (c) On February 28, 2000, Jeffrey M. Cross exercised options to purchase 9,000 shares of Common Stock at an exercise price of $71,000 or $7.8889 per share. The options were granted under the Issuer's employee stock option plan. On the same date, Mr. Cross sold the 9,000 shares for $88,875 or $9.875 per share in an open market transaction. The parties hereto have not effected any other transactions in this Issuer's Common Stock during the past 60 days, except as set forth herein. On August 22, 2000, Mr. Cross sold 22,650 shares in open market transactions. He sold 7,000 shares for $5.1875 per share, 5,650 shares for $5.125 per share, and 10,000 shares for $5.25 per share. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows: As a result of the Termination of the Merger Agreement, the Voting Agreements entered into by RWD Holdings, Inc. and Ronald G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn, Ralph G. Gronefeld, Jr., James R. Fornear, Margaret H. Fornear, and Vincent D. Pettinelli have been terminated and the parties to the Voting Agreements are no longer obligated to vote their respective shares of Common Stock in favor of the Merger Agreement. Ronald G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn and Ralph G. Gronefeld, Jr. each continue to control their respective shares of Common Stock listed in Item 5 of this Statement. Item 7. Material to be Filed as Exhibits. Exhibit 1 Termination Agreement, dated as of June 29, 2000, among the Issuer, RWD Holdings and Redwood Acquisition, Inc., incorporated herein by reference to Exhibit 2 to Res- Care, Inc.'s Current Report on Form 8-K dated June 29, 2000. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned persons certify that the information set forth in this statement is true, complete and correct. Dated: August 31, 2000 /s/ Ronald G. Geary ______________________________ Ronald G. Geary /s/ Jeffrey M. Cross ______________________________ Jeffrey M. Cross /s/ E. Halsey Sandford ______________________________ E. Halsey Sandford /s/ Paul G. Dunn ______________________________ Paul G. Dunn /s/ Ralph G. Gronefeld, Jr. ______________________________ Ralph G. Gronefeld, Jr. -----END PRIVACY-ENHANCED MESSAGE-----