SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FORNEAR JAMES R

(Last)

(First)

(Middle)

175 BAYVIEW AVENUE

(Street)

NAPLES

34108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RES CARE INC /KY/ [ RSCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/23/2004		S		1,088,707⁽¹⁾	D	$8.9	7,424	D
Common Stock	06/23/2004		S		560,592⁽¹⁾	D	$8.9	160,540	I	by wife⁽²⁾
Common Stock	06/23/2004		S		305,000⁽¹⁾	D	$8.9	0	I	by limited partnership⁽³⁾
Common Stock	06/23/2004		S		422,000⁽¹⁾	D	$8.9	0	I	by limited partnership⁽³⁾
Common Stock	06/23/2004		S		10,000⁽¹⁾	D	$8.9	0	I	by corporation⁽⁴⁾
Common Stock	06/23/2004		S		245,000⁽¹⁾	D	$8.9	0	I	by wife's limited partnership⁽⁵⁾
Common Stock	06/23/2004		S		337,000⁽¹⁾	D	$8.9	0	I	by wife's limited partnership⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$7.97	06/23/2004		D			4,500	07/02/2001	07/02/2006	Common Stock	4,500	$13.47⁽⁶⁾	0	D
Stock Option (right to buy)	$6.49	06/23/2004		D			4,500	07/01/2002	07/01/2007	Common Stock	4,500	$13.47⁽⁶⁾	0	D
Stock Option (right to buy)	$4.67	06/23/2004		D			4,500	07/01/2003	07/01/2008	Common Stock	4,500	$13.47⁽⁶⁾	0	D
Stock Option (right to buy)	$5.375	06/23/2004		D			3,600	07/01/2000	07/01/2005	Common Stock	3,600	$15.18⁽⁷⁾	0	D

Explanation of Responses:

1. Mr. and Mrs. Fornear and the related entities are selling their shares in a private transaction in connection with the Preferred Stock Purchase Agreement between ResCare and four investors affiliated with Onex Corporation ("Onex Transaction").

2. Mr. Fornear disclaims beneficial ownership of the shares and the filing of this report does not constitute an admission of beneficial ownership for Section 16 or other purposes.

3. Shares are held by limited partnerships of which Mr. Fornear is the sole general partner.

4. Shares are held by a non-profit corporation of which Mr. Fornear is a director and president.

5. Shares are held by limited partnerships of which Mrs. Fornear is the sole general partner.

6. The Onex Transaction is a "Change of Control" as defined in the ResCare 2000 Non-Employee Directors Stock Ownership Plan. Upon completion of the Onex Transaction all options granted under the Plan immediately vest and the director/grantee is entitled to receive, in lieu of the exercise of the option, to the extent not yet exercised, a cash payment equal to the difference between the Aggregate Option Exercise Price and the closing price on the date of the closing of the Onex Transaction. The disposition of the shares was approved by the Corporate Governance and Nominating Committee of ResCare's Board of Directors, which is comprised of three "non-employee" directors, as provided pursuant to Rule 16b-3(e).

7. The Onex Transaction is a "Change of Control" as defined in the ResCare 1993 Non-Employee Directors Stock Ownership Plan, in the event of a Change of Control. Upon completion of the Onex Transaction the optionee can choose, in lieu of the exercise of the option, to receive a cash payment equal to the difference between the exercise price and the greater of the closing sale price on the date the director elects to receive the cash payment or the highest closing sale price during the 90 days before the Change of Control event, in this case $15.18. Mr. Fornear chose to receive the cash payment.

	/s/ Ralph G. Gronefeld, Jr. by Ralph G. Gronefeld, Jr. on behalf of James R. Fornear	06/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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