<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
Date of Report (Date of earliest event reported)
July 31, 1997
RES-CARE, INC.
(Exact Name of Registrant as Specified in its Charter)
KENTUCKY
(State or Other Jurisdiction of Incorporation)
0-20372 61-0875371
(Commission File Number) (I.R.S. Employee Identification No.)
10140 LINN STATION ROAD, LOUISVILLE, KENTUCKY 40223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(502) 394-2100
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired - See page 3.
(b) Proforma Financial Information - See page 18.
(c) Exhibits required by Item 601 of Regulation S-X.
Not amended.
2
<PAGE> 3
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Financial Statements
December 31, 1996
With Independent Auditors' Report Thereon
3
<PAGE> 4
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Table of Contents
Page(s)
-------
Independent Auditors' Report 1
Financial Statements:
Balance Sheet 2
Statement of Income 3
Statement of Shareholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 8
4
<PAGE> 5
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Auditors' Report
----------------------------
The Board of Directors and Shareholders
Communications Network Consultants, Inc.:
We have audited the accompanying balance sheet of Communications Network
Consultants, Inc. (CNC) as of December 31, 1996, and the related statements of
income, shareholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the management of CNC. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Communications Network
Consultants, Inc. as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ KPMG Peat Marwick LLP
Louisville, Kentucky
August 22, 1997
5
<PAGE> 6
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Balance Sheet
December 31, 1996
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Current assets:
Cash and cash equivalents $1,880,160
Accounts receivable, net 2,349,181
Prepaid expenses 45,270
----------
Total current assets 4,274,611
----------
Property and equipment, at cost:
Furniture and fixtures 40,524
Equipment 349,274
----------
389,798
Less accumulated depreciation 228,459
----------
161,339
----------
Other assets 7,010
----------
$4,442,960
==========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 67,607
Accrued expenses and other current liabilities 571,632
----------
Total current liabilities 639,239
----------
Shareholders' equity:
Common stock, no par value, authorized 100 shares, issued
and outstanding 100 shares 1,000
Retained earnings 3,802,721
----------
Total shareholders' equity 3,803,721
----------
$4,442,960
==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Statement of Income
Year ended December 31, 1996
<TABLE>
<S> <C>
Net revenues $ 13,559,282
Facility and program expenses:
Wages, salaries and benefits 8,501,371
Purchased services 16,482
Supplies and other expenses 462,897
------------
Total facility and program expenses 8,980,750
Operating expenses:
Corporate general and administrative 1,301,853
Depreciation 75,986
------------
Total operating expenses 1,377,839
------------
Total facility, program and operating expenses 10,358,589
------------
Operating income 3,200,693
------------
Other income (expense):
Investment income 54,195
Interest expense (1,334)
Miscellaneous income 2,353
------------
Total other income (expense), net 55,214
------------
Net income $ 3,255,907
============
</TABLE>
See accompanying notes to financial statements.
7
<PAGE> 8
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Statement of Shareholders' Equity
Year ended December 31, 1996
<TABLE>
<CAPTION>
Common Stock
---------------------- Retained
Shares Amount Earnings Total
------ ------ -------- -----
<S> <C> <C> <C> <C>
Balance at January 1, 1996 100 $ 1,000 1,788,233 1,789,233
Net income - - 3,255,907 3,255,907
Distributions to shareholders - - (1,241,419) (1,241,419)
---------- ---------- ---------- ----------
Balance at December 31, 1996 100 $ 1,000 3,802,721 3,803,721
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE> 9
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Statement of Cash Flows
Year ended December 31, 1996
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $ 3,255,907
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 75,986
Increase in accounts receivable (813,466)
Decrease in prepaid expenses 387
Increase in other assets (1,000)
Increase in accounts payable 16,259
Increase in accrued expenses and other current liabilities 90,634
-----------
Net cash provided by operating activities 2,624,707
-----------
Cash flows from investing activities:
Purchase of property and equipment (159,137)
-----------
Cash flows from financing activities:
Cash distributions to shareholders (1,241,419)
-----------
Increase in cash and cash equivalents 1,224,151
Cash and cash equivalents at beginning of year 656,009
-----------
Cash and cash equivalents at end of year $ 1,880,160
===========
</TABLE>
See accompanying notes to financial statements.
9
<PAGE> 10
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Notes to Financial Statements
December 31, 1996
1. Summary of Significant Accounting Policies
------------------------------------------
(a) Description of Business
-----------------------
Communications Network Consultants, Inc. (the Company) receives
revenues primarily from the delivery of residential, training,
educational and support services to various populations with
special needs, including persons with mental retardation and
other developmental disabilities and dually-diagnosed at-risk
youths that have typically been provided by state and local
government agencies and not-for-profit organizations.
(b) Basis of Presentation
---------------------
The accompanying financial statements are presented on the
accrual basis of accounting.
(c) Revenue Recognition
-------------------
Client services are provided at rates established at the time
services are rendered. Payments for services rendered to clients
are funded primarily through Medicaid waiver programs. Revenues
in the future may be affected by changes in rate-setting
structures, methodologies or interpretations that may be
proposed.
(d) Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
(e) Property and Equipment
----------------------
Property and equipment acquisitions are recorded at cost.
Depreciation is provided over the estimated useful lives of the
assets by using federal income tax methods. The useful lives
vary from five to seven years.
(Continued)
10
<PAGE> 11
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Notes to Financial Statements
1. Summary of Significant Accounting Policies (Continued)
------------------------------------------------------
(f) Income Taxes
------------
On May 1, 1995, the Company elected S corporation status for
Federal and state income tax purposes. As a result, the taxable
income of the Company is included in the Federal and State
income tax returns of the shareholders. Accordingly, no
provision for Federal or State income taxes is reflected in the
Financial Statements for the year ended December 31, 1996.
(g) Use of Estimates
----------------
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities
and the disclosure of contingent liabilities to prepare these
financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.
2. Profit Sharing Plan
-------------------
The Company has a profit sharing plan that covers all employees over 18
years of age with one year of service and who have worked at least 1,000
hours during the year. Contributions to the plan are at the discretion
of the Board of Directors. Profit sharing expense was approximately
$25,000 for the year ended December 31, 1996.
3. Operating Leases
----------------
The Company leases certain operating facilities, office space, vehicles
and equipment under operating leases which expire at various dates from
1997 through 2000. Total rent expense was $218,366 for the year ended
December 31, 1996. Future minimum lease payments under all noncancelable
operating leases are summarized as follows:
<TABLE>
<CAPTION>
Year ending
December 31
-----------
<S> <C>
1997 $ 88,119
1998 50,907
1999 30,088
2000 1,463
</TABLE>
(Continued)
11
<PAGE> 12
COMMUNICATIONS NETWORK CONSULTANTS, INC.
Notes to Financial Statements
4. Line of Credit
--------------
The Company has a line of credit arrangement with NationsBank, North
Carolina providing borrowings up to $500,000 that expires on May 31,
1997. The interest rate on the line of credit was the prime rate of 8.5%
at December 31, 1996. As of December 31, 1996, there were no amounts
drawn on the line of credit.
5. Subsequent Event
----------------
On July 31, 1997, the shareholders of the Company sold all of its
outstanding capital stock to Res-Care, Inc. Following the acquisition,
the Company will continue to be operated by its current management,
including its founders.
12
<PAGE> 13
SELECTED HISTORICAL FINANCIAL INFORMATION
The following schedules summarize certain selected financial data of
Communications Network Consultants, Inc. for the six months ended June 30, 1996
and 1997. The selected historical financial information of Communications
Network Consultants have been derived from, and should be read in conjunction
with, the historical consolidated financial statements of Communications Network
Consultants including the notes thereto. The results of Communications Network
Consultants as of and for the six months ended June 30, 1997 are not necessarily
indicative of the results to be achieved by Communications Network Consultants
for the full fiscal year.
13
<PAGE> 14
COMMUNICATIONS NETWORK CONSULTANTS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
--------------------------
1996 1997
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $1,399,672 $ 582,001
Accounts receivable, net 1,857,486 3,082,907
Prepaid expenses 34,811 34,243
---------- ----------
Total current assets 3,291,969 3,699,151
---------- ----------
Property and equipment, at cost:
Leasehold improvements 50,254 56,486
Furniture and fixtures 36,634 41,491
Equipment 211,473 386,616
---------- ----------
298,361 484,593
Less accumulated depreciation 176,470 251,134
---------- ----------
121,891 233,459
---------- ----------
Other assets 6,359 7,586
---------- ----------
$3,420,219 $3,940,196
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable trade $ 86,673 $ 65,878
Accrued expenses and other current liabilities 582,919 964,770
---------- ----------
Total current liabilities 669,592 1,030,648
---------- ----------
Shareholders' equity:
Common stock, no par value, authorized 100 shares,
issued and outstanding 100 shares 1,000 1,000
Retained earnings 2,749,627 2,908,548
---------- ----------
Total shareholders' equity 2,750,627 2,909,548
---------- ----------
$3,420,219 $3,940,196
========== ==========
</TABLE>
See accompanying notes to financial statements.
14
<PAGE> 15
COMMUNICATIONS NETWORK CONSULTANTS, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
1996 1997
----------- -----------
<S> <C> <C>
Net revenues $ 6,528,529 $ 7,598,035
Operating expenses:
Facility and program expenses 4,299,946 5,232,684
Corporate general and administrative 700,000 820,000
Depreciation 24,000 31,289
----------- -----------
Total operating expenses 5,023,946 6,083,973
----------- -----------
Operating income 1,504,583 1,514,062
----------- -----------
Other income (expenses):
Investment income 16,776 37,010
Interest expense (694) (2,394)
Miscellaneous income 5,356 2,690
----------- -----------
Total other income (expenses), net 21,438 37,306
----------- -----------
Net income $ 1,526,021 $ 1,551,368
=========== ===========
</TABLE>
See accompanying notes to financial statements.
15
<PAGE> 16
COMMUNICATIONS NETWORK CONSULTANTS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
1996 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,526,021 $ 1,551,368
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 24,000 31,289
Changes in operating assets and liabilities:
Increase in accounts receivable (321,771) (733,726)
Decrease in prepaid expenses 10,846 11,027
Increase in other assets (349) (576)
Increase (decrease) in accounts payable 67,900 (1,729)
Increase in accrued expenses and other current liabilities 69,345 393,138
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,375,992 1,250,791
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (67,702) (103,409)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders (564,627) (2,445,541)
----------- -----------
Increase (decrease) in cash and cash equivalents 743,663 (1,298,159)
Cash and cash equivalents at beginning of period 656,009 1,880,160
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,399,672 $ 582,001
=========== ===========
</TABLE>
See accompanying notes to financial statements.
16
<PAGE> 17
COMMUNICATIONS NETWORK CONSULTANTS, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information . Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997. For further information, refer to the audited financial
statements and footnotes thereto in the Company's annual report for the year
ended December 31, 1996.
2. INCOME TAXES
On May 1, 1995, the Company elected S corporation status for Federal
and State income tax purposes. As a result, the taxable income of the Company is
included in the Federal and State income tax returns of the shareholders.
Accordingly, no provision for Federal or State income taxes is reflected in the
Financial Statements for the six months ended June 30, 1996 and June 30, 1997.
3. SUBSEQUENT EVENT
On July 31, 1997, the shareholders of the Company sold all of its
outstanding capital stock to Res-Care, Inc. Following the acquisition, the
Company will continue to be operated by its current management, including its
founders.
17
<PAGE> 18
Item 7(b)
- ---------
RES-CARE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION
PRO FORMA FINANCIAL INFORMATION FOR THE COMBINED COMPANY
The following unaudited pro forma financial information for the combined
company gives effect to the acquisition, which was accounted for by the purchase
method. The pro forma balance sheet gives effect to the acquisition as if the
acquisition had occurred on June 30, 1997. The pro forma statements of income
for the six months ended June 30, 1997 and the year ended December 31, 1996 give
effect to the acquisition as if it had occurred on January 1, 1997 and January
1, 1996, respectively. In combining the financial information of Res-Care and
Communications Network Consultants to reflect the acquisition and the accounting
policies that will be used by the combined company, certain reclassifications of
historical financial data have been made. The following unaudited pro forma
condensed financial information for the combined company does not give pro forma
effect to other acquisitions consummated by Res-Care and Communications Network
Consultants during 1996 or 1997.
The following pro forma financial information for the combined company
should be read in conjunction with the historical consolidated financial
statements of Res-Care and Communications Network Consultants, including the
respective notes thereto.
THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION IS PRESENTED FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT NECESSARILY INDICATIVE OF THE OPERATING
RESULTS OR FINANCIAL POSITION THAT WOULD HAVE OCCURRED HAD THE ACQUISITION BEEN
CONSUMMATED AT THE DATES INDICATED, NOR IS IT NECESSARILY INDICATIVE OF THE
FUTURE OPERATING RESULTS OR FINANCIAL POSITION OF RES-CARE FOLLOWING THE
ACQUISITION.
18
<PAGE> 19
RES-CARE, INC. AND SUBSIDIARIES
INTERIM PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Res-Care, Inc.
Historical Adjustments (A) Pro Forma
-------------- -------------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,603 $ 582 $ 10,185
Accounts and notes receivable, net 40,950 3,083 44,033
Inventories 690 690
Deferred income taxes 2,995 2,995
Prepaid expenses 1,686 34 1,720
--------- --------- ---------
Total current assets 55,924 3,699 59,623
--------- --------- ---------
Property and equipment, at cost, less accumulated depreciation
and amortization 50,310 233 50,543
Excess of acquisition cost over net assets acquired, less accumulated
amortization 20,950 17,208 38,158
Other assets 12,792 3,008 15,800
--------- --------- ---------
$ 139,976 $ 24,148 $ 164,124
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 125 $ 125
Trade accounts payable 7,088 $ 66 7,154
Accrued expenses 18,264 965 19,229
Accrued income taxes 1,040 1,040
--------- --------- ---------
Total current liabilities 26,517 1,031 27,548
--------- --------- ---------
Long-term debt 19,030 23,117 42,147
Deferred income taxes 38 38
--------- --------- ---------
Total liabilities 45,585 24,148 69,733
--------- --------- ---------
Minority interest in equity of consolidated subsidiary 153 153
Shareholders' equity:
Common stock 41,731 41,731
Additional paid-in capital 8,444 8,444
Retained earnings 47,574 47,574
--------- ---------
97,749 97,749
Less cost of common shares in treasury (3,511) (3,511)
--------- ---------
Total shareholders' equity 94,238 94,238
--------- --------- ---------
$ 139,976 $ 24,148 $ 164,124
========= ========= =========
</TABLE>
See accompanying explanations of pro forma adjustments.
19
<PAGE> 20
RES-CARE, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Communications
Res-Care, Inc. Network Pro Forma
Historical Consultants, Inc. Adjustments Combined
-------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
Net revenues $ 224,265 $ 13,559 $ 237,824
Operating expenses:
Facility and program expenses 194,878 8,980 203,858
Corporate general and administrative 9,813 1,302 11,115
Depreciation and amortization 3,687 76 1,416 (C) 5,179
--------- --------- --------- ---------
Total operating expenses 208,378 10,358 1,416 220,152
Operating income 15,887 3,201 (1,416) 17,672
Other expenses (income):
Interest expense 1,351 1 1,537 (D) 2,889
Interest income (458) (54) (512)
Miscellaneous income (4) (2) (6)
--------- --------- --------- ---------
Total other expenses (income), net 889 (55) 1,537 2,371
--------- --------- --------- ---------
Minority interest in income of consolidated subsidiary (37) --- (37)
Income before income taxes 14,961 3,256 (2,953) 15,264
Income taxes 5,810 --- 112 (E) 5,922
--------- --------- --------- ---------
Net income $ 9,151 $ 3,256 ($ 3,065) $ 9,342
========= ========= ========= =========
Income per share data:
Net income per share $ 0.88 $ 0.90
========= =========
Weighted average shares used in per share calculation 10,432 10,432
</TABLE>
See accompanying explanations of pro forma adjustments.
20
<PAGE> 21
RES-CARE, INC. AND SUBSIDIARIES
INTERIM PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Communications
Res-Care, Inc. Network Pro Forma
Historical Consultants, Inc. Adjustments Combined
----------- ----------------- ------------ -------------
<S> <C> <C> <C> <C>
Net revenues $ 134,857 $ 7,598 $ 142,455
Operating expenses:
Facility and program expenses 117,579 5,233 122,812
Corporate general and administrative 4,815 820 5,635
Depreciation and amortization 2,555 31 730 (C) 3,316
--------- --------- --------- ---------
Total operating expenses 124,949 6,084 730 131,763
Operating income 9,908 1,514 (730) 10,692
Other expenses (income):
Interest expense 916 3 737 (D) 1,656
Interest income (278) (37) (315)
Gain from sale of assets (26) (1) (27)
Miscellaneous income --- (2) (2)
--------- --------- --------- ---------
Total other expenses (income), net 612 (37) 737 1,312
--------- --------- --------- ---------
Minority interest in income of consolidated subsidiary (80) --- (80)
Income before income taxes 9,216 1,551 (1,467) 9,300
Income taxes 3,722 --- 28 (E) 3,750
--------- --------- --------- ---------
Net income $ 5,494 $ 1,551 ($ 1,495) $ 5,550
========= ========= ========= =========
Income per share data:
Net income per share $ 0.49 $ 0.49
========= =========
Weighted average shares used in per share calculation 11,264 11,264
</TABLE>
See accompanying explanations of pro forma adjustments.
21
<PAGE> 22
RES-CARE, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL INFORMATION FOR THE COMBINED COMPANY
(A) The following is a summary of the assets and liabilities associated
with the acquisition of all of the outstanding capital stock of
Communications Network Consultants, Inc.:
<TABLE>
<S> <C>
Cash $ 582
Accounts receivable, net 3,083
Prepaid expenses 34
Furniture and equipment, net 233
Goodwill 17,208
Covenant not to compete 3,000
Deposits 8
------
24,148
Accounts payable $ 66
Accrued expenses 965 1,031
--- -----
Total cost of acquisition $23,117
=======
</TABLE>
The above purchase was funded by long-term debt of $23,117.
(B) Certain amounts have been reclassified to conform the presentation of
Communications Network Consultants, Inc. and Res-Care, Inc.
(C) To record amortization of goodwill resulting from the excess of the
total purchase price over the net assets acquired from Communications
Network Consultants, Inc. and to record amortization of a
covenant-not-to-compete for the year ended December 31, 1996 and the
six months ended June 30, 1997.
(D) To record interest expense to be incurred from the financing of the
acquisition for the year ended December 31, 1996 and the six months
ended June 30, 1997.
(E) To record the federal and state income tax effect on the pro forma
adjustments at the statutory rates in effect during 1996 and 1997. The
pro forma adjustments on which the income tax effect is computed
include amortization of goodwill assuming a Section 338 election will
be made with the Internal Revenue Service. Historical income taxes for
Res-Care, Inc. for the year ended December 31, 1996 include pro forma
income taxes of $292,000 from a business combination with a partnership
on January 1, 1997 that was accounted for as a pooling-of-interests.
22
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RES-CARE, INC.
By: /S/ Ronald G. Geary
---------------------------------
Dated: October 13, 1997
23
