UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RES-CARE, INC.
________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________
(Title of Class of Securities)
760943100
________________________________________________________________
(CUSIP Number)
Alan K. MacDonald
Brown, Todd & Heyburn PLLC
400 West Market Street, 32nd Floor
Louisville, Kentucky 40202-3363
___________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box. [ x ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13e-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
(1) Name of reporting person. . . . . . . . . Ronald G. Geary
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . .
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a) X
(b)
(3) SEC use only. . . . . . . . . . . . . . .
(4) Source of funds (see instructions). . . .
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . . . .
(6) Citizenship or place
of organization . . . . . . . . . . . . . U.S.
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . . . 0
(8) Shared voting power. . . . . . . . . . . . 7,328,825
(9) Sole dispositive power . . . . . . . . . . 1,610,213
(10) Shared dispositive power . . . . . . . . . 3,925
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 7,328,825
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 30.1%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
(1) Name of reporting person. . . . . . . . . Jeffrey M. Cross
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . .
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a) X
(b)
(3) SEC use only. . . . . . . . . . . . . . .
(4) Source of funds (see instructions). . . .
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . . . .
(6) Citizenship or place
of organization . . . . . . . . . . . . . U.S.
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . . . 0
(8) Shared voting power. . . . . . . . . . . . 7,328,825
(9) Sole dispositive power . . . . . . . . . . 144,504
(10) Shared dispositive power . . . . . . . . . 22,650
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 7,328,825
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 30.1%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
(1) Name of reporting person. . . . . . . . . E. Halsey Sandford
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . .
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a) X
(b)
(3) SEC use only. . . . . . . . . . . . . . .
(4) Source of funds (see instructions). . . .
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . . . .
(6) Citizenship or place
of organization . . . . . . . . . . . . . U.S.
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . . . 0
(8) Shared voting power. . . . . . . . . . . . 7,328,825
(9) Sole dispositive power . . . . . . . . . . 143,714
(10) Shared dispositive power . . . . . . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 7,328,825
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 30.1%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
(1) Name of reporting person. . . . . . . . . Paul G. Dunn
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . .
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a) X
(b)
(3) SEC use only. . . . . . . . . . . . . . .
(4) Source of funds (see instructions). . . .
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . . . .
(6) Citizenship or place
of organization . . . . . . . . . . . . .Citizen of Canada; resident
alien of the U.S.
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . . . 0
(8) Shared voting power. . . . . . . . . . . . 7,328,825
(9) Sole dispositive power . . . . . . . . . . 119,980
(10) Shared dispositive power . . . . . . . . . 1,300
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 7,328,825
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 30.1%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
(1) Name of reporting person. . . . . . . . . Ralph G. Gronefeld, Jr.
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . .
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a) X
(b)
(3) SEC use only. . . . . . . . . . . . . . .
(4) Source of funds (see instructions). . . .
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . . . .
(6) Citizenship or place
of organization . . . . . . . . . . . . . U.S.
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . . . 0
(8) Shared voting power. . . . . . . . . . . . 7,328,825
(9) Sole dispositive power . . . . . . . . . . 99,415
(10) Shared dispositive power . . . . . . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 7,328,825
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 30.1%
(14) Type of reporting person . . . . . . . . . IN
Introduction
On April 12, 2000, Res-Care, Inc., a Kentucky corporation
(the "Issuer"), RWD Holdings, Inc., a Delaware corporation ("RWD
Holdings") and Redwood Acquisition, Inc., a Kentucky corporation
and a wholly owned subsidiary of RWD Holdings ("Merger Sub"),
entered into an Agreement and Plan of Merger, in the form
attached hereto as Exhibit 1 (the "Merger Agreement"), which is
incorporated herein by reference. Under the terms of the Merger
Agreement, Merger Sub will be merged with and into the Issuer
(the "Merger"), and in connection therewith each outstanding
share of the Issuer's common stock, no par value (the "Common
Stock"), will be entitled to receive $15.75 in cash, without
interest.
Completion of the Merger is subject to the satisfaction of a
number of conditions, including the approval of the Merger
Agreement by the holders of a majority of the outstanding shares
of Common Stock of the Issuer at the special meeting of
shareholders of the Issuer to be convened for the purpose of
considering and approving the Merger Agreement. In addition,
completion of the Merger is subject to the condition that more
Disinterested Shares (as defined below) will have been voted at
such meeting for the Merger than against the Merger.
"Disinterested Shares" means shares of Common Stock other than
such shares subject to, and held by those shareholders who are
parties to, either of the Voting Agreements (as defined below).
Certain shareholders of the Issuer (each, a "Shareholder" and,
collectively, the "Shareholders"), including executive officers
Ronald G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn
and Ralph G. Gronefeld, Jr. (the "Management Group"), and James R. Fornear
and Vincent D. Pettinelli, directors of the Issuer have entered
into one of two voting and non-competition agreements with RWD Holdings, each
dated as of April 12, 2000, in the form attached hereto as
Exhibit 2 (the "Voting Agreements"), which is incorporated herein
by reference, whereby each Shareholder has agreed that, at any
meeting of the shareholder of the Issuer, however called, and in
any action by consent of the shareholders of the Issuer, such
Shareholder will vote (or cause to be voted) the shares of Common
Stock held of record (to the extent such person also has the
right to vote such shares) or beneficially owned (to the extent
such person also has the right to vote such shares) by such
Shareholder (i) in favor of the Merger, the Merger Agreement
(provided that the Merger Agreement will not have been amended in
a manner materially adverse to the interests of the Shareholders)
and the transactions contemplated by the Merger Agreement, and
(ii) against any Business Combination (as defined in the Voting
Agreements) other than the Merger.
Each Shareholder further agreed that, (i) such Shareholder
will not, or permit any person under such Shareholder's control
to, enter into any voting agreement or grant a proxy or power of
attorney with respect to the shares of Common Stock held of
record or beneficially owned by such Shareholder or form any
"group" for purposes of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the rules promulgated
thereunder, and (ii) except as set forth in the Merger Agreement,
such Shareholder will not (w) solicit, initiate, encourage
(including by way of furnishing information or assistance) or
take any other action to facilitate, any inquiry or the making of
any proposal which constitutes, or may reasonably be expected to
lead to, an Acquisition Proposal (as defined in the Merger
Agreement) or agree to or endorse any Acquisition Proposal, (x)
propose, enter into or participate in any discussions or
negotiations regarding any of the foregoing, (y) furnish to any
other person any information with respect to its business,
properties or assets, or (z) otherwise cooperate in any way with,
or assist or participate in, facilitate or encourage, any effort
or attempt by any other person to do or seek any of the
foregoing.
Each Shareholder further agreed that such Shareholder will
not (i) tender any shares of Common Stock, (ii) sell, assign or
transfer record or beneficial ownership of any of the shares of
Common Stock, or (iii) further pledge, hypothecate or otherwise
dispose of any shares of Common Stock. A number of shares of
Common Stock owned by Messrs. Fornear and Pettinelli are exempt
from the restrictions set forth in clauses (ii) and (iii) of the
immediately preceding sentence.
The Voting Agreements terminate upon the earlier to occur of
(i) the closing of the transactions contemplated by the Merger
Agreement and (ii) the date the Merger Agreement is terminated in
accordance with its terms.
Under the terms of the Voting Agreements, if a Shareholder
acquires the right to vote any additional shares of Common Stock,
the Voting Agreements will apply to such additional shares.
The description of the transactions summarized above are
qualified in their entirety by reference to the Exhibits attached
hereto.
Item 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D (the "Statement") relates is the common stock, no
par value (defined above as the "Common Stock"), of Res-Care,
Inc., a Kentucky corporation (defined above as the "Issuer").
The principal executive offices of the Issuer are located at
10140 Linn Station Road, Louisville, Kentucky 40223.
Item 2. Identity and Background.
(a)-(c), (f). This Statement is filed by Ronald G. Geary,
Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn and Ralph G.
Gronefeld, Jr.
Ronald G. Geary is a citizen of the United States whose
principal business address is 10140 Linn Station Road,
Louisville, Kentucky 40223. Mr. Geary's principal occupation is
serving as Chairman of the Board, Chief Executive Office and
President of the Issuer.
Eugene Halsey Sandford is a citizen of the United States
whose principal business address is 10140 Linn Station Road,
Louisville, Kentucky 40223. Mr. Sandford's principal occupation
is serving as Senior Executive and a director of the Issuer.
Jeffrey M. Cross is a citizen of the United States whose
principal address is 10140 Linn Station Road, Louisville,
Kentucky 40223. Mr. Cross serves as Executive Vice President of
Operations, Division for Persons with Disabilities, of the
Issuer.
Paul G. Dunn is a citizen of Canada and a resident alien of
the United States whose principal business address is 10140 Linn
Station Road, Louisville, Kentucky 40223. Mr. Dunn serves as
Executive Vice President of Development and Alternative Youth
Services/Youthtrack of the Issuer.
Ralph G. Gronefeld is a citizen of the United States whose
principal business address is 10140 Linn Station Road,
Louisville, Kentucky 40223. Mr. Gronefeld serves as Executive
Vice President of Finance and Administration of the Issuer.
(d) During the last five years, no member of the Management
Group has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, no member of the Management
Group has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, no additional shares of the Issuer's
Common Stock have been purchased, directly or indirectly, by the
Management Group. Rather, as an inducement and a condition to
RWD Holdings entering into the Merger Agreement, Ronald G. Geary,
Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn and Ralph G.
Gronefeld, Jr. have each entered into one of the Voting
Agreements, pursuant to which they have agreed to vote their
respective shares of Common Stock in favor of the Merger
Agreement (as more fully described in the Introduction of this
Statement, which is incorporated herein by reference).
Item 4. Purpose of Transaction.
No additional shares of the Issuer's Common Stock have been
purchased, directly or indirectly, by the Management Group. The
Management Group could be deemed to have "acquired" beneficial
ownership of the shares of Common Stock to which this Statement
relates only in the sense that they, along with the other
Shareholders and RWD Holdings have entered into one of theVoting
Agreements (as described in the Introduction of this Statement,
which is incorporated herein by reference) in order to facilitate
the Merger pursuant to the Merger Agreement. Except as
specifically set forth herein, Ronald G. Geary, Jeffrey M. Cross,
E. Halsey Sandford, Paul G. Dunn and Ralph G. Gronefeld, Jr.
disclaim beneficial ownership over all shares of the Common Stock
beneficially owned by parties to the Voting Agreements other than
the 2,117,563 shares for which members of the Management Group
have sole or shared dispositive power as described in Item 5.
Each of Paragraphs (a) through (j) of Item 4 may be
applicable upon the consummation of the transactions contemplated
by the Merger Agreement.
Item 5. Interest in Securities of the Issuer.
(a) The Management Group may be deemed to beneficially own
7,328,825 shares of Common Stock as a result of the Shareholders,
including each member of the Management Group, entering into the
Voting Agreements with RWD Holdings, which, based on (i)
calculations made in accordance with Rule 13d-3 promulgated under
the Exchange Act and (ii) there being 24,315,452 shares of Common
Stock outstanding as of March 31, 2000 (as represented by the
Issuer in the Merger Agreement), represent approximately 30.1% of
the outstanding Common Stock. Except as a member of the
Management Group, Ronald G. Geary, Jeffrey M. Cross, E. Halsey
Sandford, Paul G. Dunn and Ralph G. Gronefeld, Jr. each disclaim
membership in any other group with respect to the Common Stock,
by virtue of their execution of the Voting Agreement or
otherwise.
(b) Ronald G. Geary has sole power to dispose or direct the
disposition of 1,610,213 shares of Common Stock. This includes
816,046 shares which are subject to options that are presently
exercisable and 2,094 shares held for the benefit of Mr. Geary by
the Retirement Savings Plan. Mr. Geary has shared power to
dispose or direct the disposition of 3,925 shares held by two
family members in which Mr. Geary disclaims beneficial ownership.
Jeffrey M. Cross has sole power to dispose or direct
the disposition of 144,504 shares of Common Stock which are
subject to options that are presently exercisable. Mr. Cross has
shared power to dispose or direct the disposition of 22,650
shares of Common Stock which are owned jointly with his wife.
Halsey Sandford has sole power to dispose or direct the
disposition of 143,715 shares of Common Stock. This includes
2,025 shares which are subject to options that are presently
exercisable.
Paul G. Dunn has sole power to dispose or direct the
disposition of 119,980 shares of Common Stock which are subject
to options that are presently exercisable. Mr. Dunn has shared
power to dispose or to direct the disposition of 1,300 shares
which are owned jointly with his wife.
Ralph G. Gronefeld, Jr. has sole power to dispose or
direct the disposition of 99,415 shares of Common Stock. This
includes 99,151 shares which are subject to options that are
presently exercisable and 264 shares held for the benefit of Mr.
Gronefeld by the Retirement Savings Plan.
As a result of entering into one of the Voting Agreements,
each member of the Management Group may be deemed to have shared
power to vote or to direct the vote of 7,328,825 shares of Common
Stock.
RWD Holdings and the other Shareholders share the power to
vote the shares of Common Stock herein reported as beneficially
owned by members of the Management Group. The following
paragraphs provide the applicable information required by Item 2
with respect to RWD Holdings and each of the other Shareholders,
which information is based on (i) information disclosed by the
Issuer and the Shareholders in their respective public filings
with the Securities and Exchange Commission and (ii) on
information provided by the Shareholders to James R. Fornear and
Margaret H. Fornear:
RWD Holdings, Inc. is a Delaware corporation. The principal
business of RWD Holdings is serving as a company holding the
shares of Redwood Acquisition, Inc., a Kentucky corporation, and
a wholly-owned subsidiary of RWD Holdings. The address of the
principal business and principal office of RWD Holdings is 10140
Linn Station Road, Louisville, Kentucky 40223.
James R. Fornear is a citizen of the United States whose
principal residence is 4331 U.S. 60 East, Marion, Kentucky 42064.
Mr. Fornear is the founder of the Issuer, and is currently
retired.
Margaret H. Fornear is a citizen of the United States whose
principal residence is 4331 U.S. 60 East, Marion, Kentucky 4064.
Mrs. Fornear is the wife of Mr. Fornear.
Vincent D. Pettinelli is a citizen of the United States
whose principal residence is 5943 MacEwan Court, Dublin, Ohio
43017. Mr. Pettinelli is the former Chairman of PeopleServe,
Inc. and is currently retired.
To the knowledge of the Management Group, none of the
persons or entities listed in response to this Item 5(b) nor any
executive officer, director or controlling person of any of them,
has, during the last five years, been convicted in any criminal
proceeding excluding traffic violations or similar misdemeanors.
To the knowledge of the Management Group, none of the
persons or entities listed in response to this Item 5(b) nor any
executive officer, director or controlling person of any of them,
has, during the last five years, been a party to a civil
proceeding or a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a
judgment, decree or final order enjoining violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such
laws.
(c) On February 28, 2000, Jeffrey M. Cross exercised options
to purchase 9,000 shares of Common Stock at an exercise price
of $71,000 or $7.8889 per share. The options were granted under
the Issuer's employee stock option plan. On the same date, Mr.
Cross sold the 9,000 shares for $88,875 or $9.875 per share in an
open market transaction. No member of the Management Group has effected
any other transactions in this Issuer's Common Stock during the past 60
days, except as set forth herein.
(d) To the knowledge of the Management Group, only the
Shareholders have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock of the Issuer reported herein as
beneficially owned by the members of the Management Group.
(e) Paragraph (e) of Item 5 is inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Reference is made to the Introduction and Item 5 of this
Statement, which are incorporated by reference herein, for the
description of the contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
Item 2 of this Statement and between such persons and any person
with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of the securities,
finder fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Mr. Geary has pledged 400,000 shares to two banks to secure
personal indebtedness pursuant to loan agreements that contain
standard default provisions.
Mr. Cross has pledged 22,650 shares to a bank to secure
personal indebtedness pursuant to a loan agreement that contains
standard default provisions.
Mr. Sandford has pledged 24,946 shares to a bank to secure
personal indebtedness pursuant to a loan agreement that contains
standard default provisions.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement and Plan of Merger, dated as of April 12,
2000, among the Issuer, RWD Holdings and Merger Sub,
which is incorporated herein by reference to Exhibit
2.1 to Res-Care, Inc.'s Report on Form 8-K dated April
12, 2000. (SEC file no. 000-20372)
Exhibit 2 Voting Agreement, dated as of April 12, 2000, among RWD
Holdings, James R. Fornear and Margaret H. Fornear,
which is incorporated herein by reference to Exhibit
2.2 to Res-Care, Inc.'s Report on Form 8-K dated April
12, 2000 filed on April 14, 2000. (SEC file no. 000-
20372)
Exhibit 3 Voting Agreement, dated as of April 12, 2000, among RWD
Holdings, Ronald G. Geary, Eugene Halsey Sandford,
Jeffrey M. Cross, Paul G. Dunn, Ralph G. Gronefeld and
Vincent D. Pettinelli, which is incorporated herein by
reference to Exhibit 2.2 to Res-Care, Inc.'s Report on
Form 8-K dated April 12, 2000 filed on April 14, 2000.
(SEC file no. 000-20372)
<PAGE>1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned persons certify that the information set
forth in this statement is true, complete and correct.
Dated: April 24, 2000
/s/ Ronald G. Geary
Ronald G. Geary
/s/ Jeffrey M. Cross
Jeffrey M. Cross
/s/ E. Halsey Sandford
E. Halsey Sandford
/s/ Paul G. Dunn
Paul G. Dunn
/s/ Ralph G. Gronefeld, Jr.
Ralph G. Gronefeld, Jr.
<PAGE>
EXHIBIT A
RULE 13d-1(k) AGREEMENT
The undersigned persons on this 24TH day of April, 2000,
agree and consent to the joint filing on their behalf of this
Schedule 13D in connection with their beneficial ownership of the
common stock of Res-Care, Inc. at April 24, 2000.
/s/ Ronald G. Geary
Ronald G. Geary
/s/ Jeffrey M. Cross
Jeffrey M. Cross
/s/ E. Halsey Sandford
E. Halsey Sandford
/s/ Paul G. Dunn
Paul G. Dunn
/s/ Ralph G. Gronefeld, Jr.
Ralph G. Gronefeld, Jr.
