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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FROM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 28, 1999
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
RES-CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KENTUCKY 0-20372 61-0875371
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
10140 LINN STATION ROAD
LOUISVILLE, KY
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
40223
(ZIP CODE)
(502) 394-2100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 28, 1999, Res-Care, Inc. ("Res-Care") completed its previously
announced merger with privately-held PeopleServe, Inc.("PeopleServe"), based in
Dublin, Ohio. PeopleServe also operates facilities and programs for persons with
mental retardation and other developmental disabilities. The transaction was
originally announced on April 5, 1999 and described in Res-Care's Form 8-K filed
on April 8, 1999 and incorporated by reference herein. Res-Care's press release
announcing completion of the transaction is attached hereto as Exhibit 99.1.
In the merger, Res-Care issued a total of 5,199,058 common shares and, by
operation of the merger, assumed debt aggregating approximately $52.7 million.
The manner of computing the shares to be issued was described in the merger
proxy statement previously filed with the Commission and incorporated by
reference herein (File No. 333-75875, filed under Rule 424(b)(3) on May 7,1999).
For the purpose of computing the final number of common shares issuable, the
"Closing Price" used to determine the shares issued was greater than $20 per
share and less than $26 per share.
In connection with the transaction, Vincent D. Pettinelli, the principal
stockholder of PeopleServe, received approximately 2.3 million Res-Care common
shares and will be elected to the board of directors of Res-Care.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required financial statements will be filed within 60 days of the
due date for the filing of this report, in accordance with Item 7(a)(4)
of Form 8-K, and in no event later than September 11, 1999.
(c) Additional Exhibits
10.1 Merger Agreement dated April 5, 1999, incorporated by reference
from definitive Proxy Statement/Prospectus filed pursuant to
Rule 424(b)(3) on May 7, 1999 (Commission File No. 333-75875)
99.1 Press Release dated June 29, 1999.
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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.
Date: July 12, 1999 By: /s/ Ronald G. Geary
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Ronald G. Geary,
Chairman, CEO and President
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Exhibit 99.1
CONTACT: Communications Department
502/394-2100
[email protected]
RESCARE AND PEOPLESERVE COMPLETE MERGER
LOUISVILLE, KY (June 29, 1999) - ResCare, Inc. (Nasdaq/NM:RSCR) announced today
that it has completed its merger with PeopleServe, Inc. of Dublin, Ohio.
Pursuant to the terms of the merger agreement, ResCare exchanged 5.2 million
shares of its common stock for all of the ownership interests of PeopleServe,
Inc., which includes its primary subsidiaries VOCA of America and EduCare of
America. The transaction is expected to be accretive to ResCare's earnings per
share going forward. With estimated annualized revenues in excess of $800
million, ResCare now serves more than 26,000 individuals in the United States,
Puerto Rico and Canada.
"We are very excited to have completed this strategic transaction and are moving
quickly to implement the integration of the PeopleServe operations with
ResCare's Division for Persons with Disabilities," said Ronald G. Geary, ResCare
chairman, president and chief executive officer. "We welcome the PeopleServe
consumers, families and staff to our Company. We are now positioned to enter
2000 as the leading provider of supports to special needs populations. Our
geographic coverage and service delivery resources will enable us to effectively
address the needs of states seeking high quality, efficient programs for their
citizens."
ResCare, now in its 25th year, serves approximately 16,900 consumers in 28
states, Washington, D.C. and Canada in its Division for Persons with
Disabilities and 9,200 at-risk and special needs youth in 17 states and Puerto
Rico in its Division for Youth Services. ResCare employs approximately 25,000
people in 32 states, Washington, D.C., Puerto Rico and Canada. More information
about ResCare is available on the Company's web site at www.rescare.com.
The Company from time to time makes forward-looking statements in its public
disclosures, including statements relating to revenues that might be expected
from new or acquired programs and facilities, other statements regarding
development and acquisition activities, statements regarding reimbursement under
federal and state programs and statements regarding various trends favoring
downsizing, deinstitutionalization and privatization of government programs. In
the Company's filings under the federal securities laws, including its annual,
periodic and current reports, the Company identifies important factors that
could cause the Company's results to differ materially from those contained in
such forward-looking statements. Reference is hereby made to such disclosures.
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