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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for transition period from ___________________
to ___________________
Commission File Number: 0-20372
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RES-CARE, INC.
(Exact name of Registrant as specified in its charter)
KENTUCKY 61-0875371
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
10140 LINN STATION ROAD 40223
LOUISVILLE, KENTUCKY (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (502) 394-2100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- -------------------------
Common Stock, no par value NASDAQ National Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. [ ]
As of February 28, 1999, there were 18,929,856 shares of the Registrant's Common
Stock, no par value, outstanding. The aggregate market value of the shares of
Registrant held by non-affiliates of the Registrant, based on the closing price
of such on the NASDAQ National Market System on February 28, 1999, was
approximately $331,658,609. For purposes of the foregoing calculation only, all
directors and executive officers of the Registrant have been deemed affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Part III is incorporated by reference from the section entitled "Proposal Two-
Election of Directors" on pages 98 through 111 of the Proxy Statement/Prospectus
included in the Registrant's Registration Statement on Form S-4 (File No.
333-75875) filed on April 8, 1999. The Proxy Statement/Prospectus will be used
in conjunction with the Registrant's Annual Meeting of Stockholders to be held
on June 14, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
RES-CARE, INC
Date: April 30, 1999 By: /s/ Ronald G. Geary
-----------------------------------------
Ronald G. Geary
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ronald G. Geary Chairman of the Board, President, Chief April 30, 1999
- --------------------------- Executive Officer and Director
Ronald G. Geary (Principal Executive Officer)
/s/ E. Halsey Sandford Senior Executive and Director April 30, 1999
- ---------------------------
E. Halsey Sandford
/s/ Ralph G. Gronefeld, Jr. Executive Vice President, April 30, 1999
- --------------------------- Finance and Administration and
Ralph G. Gronefeld, Jr. Chief Financial Officer
(Principal Financial Officer)
/s/ James R. Fornear Director April 30, 1999
- ---------------------------
James R. Fornear
/s/ Seymour L. Bryson Director April 30, 1999
- ---------------------------
Seymour L. Bryson
/s/ W. Bruce Lunsford Director April 30, 1999
- ---------------------------
W. Bruce Lunsford
/s/ Spiro B. Mitsos Director April 30, 1999
- ---------------------------
Spiro B. Mitsos
/s/ Olivia F. Kirtley Director April 30, 1999
- ---------------------------
Olivia F. Kirtley
</TABLE>
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