-----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, UTmZwDHrZvAruHMlhHED562bntOulIqaxXIiymGDv+MUh+hYxLClweTfNWyRz5pr JXd8sUVsme83I8Wqu21Vgw== 0001209191-04-032985.txt : 20040625 0001209191-04-032985.hdr.sgml : 20040625 20040625154852 ACCESSION NUMBER: 0001209191-04-032985 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040623 FILED AS OF DATE: 20040625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRYSON SEYMOUR L CENTRAL INDEX KEY: 0001186617 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20372 FILM NUMBER: 04882186 MAIL ADDRESS: STREET 1: 10140 LINN STATION ROAD CITY: LOUISVILLE STATE: KY ZIP: 40223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RES CARE INC /KY/ CENTRAL INDEX KEY: 0000776325 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 610875371 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 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 4 1 bci08287_bco1.xml MAIN DOCUMENT DESCRIPTION X0202 4 2004-06-23 1 0000776325 RES CARE INC /KY/ RSCR 0001186617 BRYSON SEYMOUR L SOUTHERN ILLINOIS UNIVERSITY ANTHONY HALL CARBONDALE IL 62901-4341 1 0 0 0 Stock Option (right to buy) 7.97 2004-06-23 4 D 0 4500 13.47 D 2001-07-02 2006-07-02 Common Stock 4500 0 D Stock Option (right to buy) 6.49 2004-06-23 4 D 0 4500 13.47 D 2002-07-01 2007-07-01 Common Stock 4500 0 D Stock Option (right to buy) 4.67 2004-06-23 4 D 0 4500 13.47 D 2003-07-01 2008-07-01 Common Stock 4500 0 D Stock Option (right to buy) 5.375 2004-06-23 4 D 0 3600 15.18 D 2000-07-01 2005-07-01 Common Stock 3600 0 D Under the ResCare 2000 Non-Employee Directors Stock Ownership Plan, in the event of a Change of Control, as defined in the Plan, all options granted under the Plan immediately vest. ResCare has closed on the Preferred Stock Purchase Agreement between ResCare and four investors affiliated with Onex Corporation (the "Onex Transaction") which qualifies as a Change of Control under the Plan. 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). Under the ResCare 1993 Non-Employee Directors Stock Ownership Plan, in the event of a Change of Control, as defined in the Plan, and as described in footnote 1, 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. Dr. Bryson chose to receive the cash payment. /s/ Seymour L. Bryson 2004-06-23 -----END PRIVACY-ENHANCED MESSAGE-----