SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Res-Care, Inc.
(Name of Issuer)
Convertible Subordinated Notes
(Title of Class of Securities)
760943AC4
(CUSIP Number)
May 12, 2000
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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
disclosures provided in a prior cover page.
The information required on 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).
**The total number of shares reported herein is 1,462,120 shares, which
constitutes approximately 5.7% of the 25,777,572 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise
stated, all ownership percentages set forth herein assume that there are
24,315,452 shares outstanding.
<PAGE>
CUSIP No. 760943AC4
1. Name of Reporting Person:
Amalgamated Gadget, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,462,120 (1) (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.7% (3)
12. Type of Reporting Person: PN
--------------
(1) Represents 1,462,120 shares obtainable upon conversion of $27,500,000
principal amount of the Issuer's 6% Convertible Subordinated Notes due 2004
(the "Notes").
(2) The Notes were purchased by Amalgamated Gadget, L.P. for and on behalf of
R2 Investments LDC pursuant to an Investment Management Agreement. Upon
conversion of the Notes, Amalgamated Gadget, L.P., pursuant to such
Agreement, will have sole voting and dispositive power over the shares
obtainable thereby and R2 Investments, LDC will have no beneficial
ownership of such shares.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 25,777,572.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is Res-Care, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 10140 Linn
Station Rd, Louisville, Kentucky 40223.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
files this Schedule 13G Statement on behalf of Amalgamated Gadget, L.P., a Texas
limited partnership ("Amalgamated"), the "Reporting Person." Additionally,
information is included herein with respect to the following persons
(collectively, the "Controlling Persons"): Scepter Holdings, Inc., a Texas
corporation ("Scepter"), and Geoffrey Raynor ("Raynor"). The Reporting Person
and the Controlling Persons are sometimes hereinafter collectively referred to
as the "Item 2 Persons." The Item 2 Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by the Item 2
Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the
Item 2 Persons is City Center Tower II, 301 Commerce Street, Suite 2975, Fort
Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United
States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the 6% Convertible Subordinated
Notes due 2004, of the Issuer (the "Notes").
Item 2(e). CUSIP Number.
The CUSIP number of the Notes is 760943AC4.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Reporting Person
Amalgamated
Pursuant to an Investment Management Agreement with R2, Amalgamated may,
pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of
1,462,120 shares obtainable upon conversion of $27,500,000 principal amount of
the Notes held by R2, which constitutes approximately 5.7% of the 25,777,572
shares of the Stock deemed to be outstanding thereunder.
Controlling Persons
Scepter
Because of its position as the sole general partner of Amalgamated,
Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,462,120 shares obtainable upon conversion of $27,500,000 principal
amount of the Notes held by R2, which constitutes approximately 5.7% of the
25,777,572 shares of the Stock deemed to be outstanding thereunder.
Raynor
Because of his position as the President and sole shareholder of
Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,462,120
shares obtainable upon conversion of $27,500,000 principal amount of the Notes
held by R2, which constitutes approximately 5.7% of the 25,777,572 shares of the
Stock deemed to be outstanding thereunder.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(c)
Reporting Person
Amalgamated
Amalgamated has no power to vote or to direct the vote or to dispose or
to direct the disposition of any shares of the Stock.
Controlling Persons
Scepter
As the sole general partner of Amalgamated, Scepter has no power to vote
or to direct the vote or to dispose or to direct the disposition of any shares
of the Stock.
Raynor
As the President and sole shareholder of Scepter, which is the sole
general partner of Amalgamated, Raynor has no power to vote or to direct the
vote or to dispose or to direct the disposition of any shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of
each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
DATED: July 11, 2000
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc.,
its general partner
By: /s/ Robert McCormick
Robert McCormick, Vice President
