UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13D-1(B)(E), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(B)
(Amendment No. ______)
RES-CARE, INC.
_________________________________________________________________
(Name of Issuer)
COMMON STOCK
_________________________________________________________________
(Title of Class of Securities)
760943100
_________________________________________________________________
(CUSIP Number)
June 29, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
the schedule is filed:
( ) Rule 13 d-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 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
James R. Fornear
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( x )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION.................U.S.
Number of Shares
Beneficially Owned
By Each Reporting
Person With
5. SOLE VOTING POWER 1,218,038
6. SHARED VOTING POWER 1,403,757
7. SOLE DISPOSITIVE POWER 1,218,038
8. SHARED DISPOSITIVE POWER 1,403,757
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,621,795
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
SHARES*
[ x ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
Margaret H. Fornear
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( x )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION............U.S.
Number of Shares
Beneficially Owned
By Each Reporting
Person With
5. SOLE VOTING POWER 661,667
6. SHARED VOTING POWER 702,209
7. SOLE DISPOSITIVE POWER 661,667
8. SHARED DISPOSITIVE POWER 702,209
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,876
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
SHARES*
[ x ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1(a). Name of the 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 Road, Louisville, Kentucky 40223.
Item 2(a). Names of Person Filing
James R. Fornear on behalf of a group consisting of James R.
Fornear and Margaret H. Fornear.
Item 2(b). Address of Principal Business Office, or if None,
Residence
James R. Fornear's address is 175 Bayview Avenue, Naples,
Florida 34108.
Item 2(c). Citizenship
Mr. Fornear is a citizen of the United States of America.
Item 2(d). Title of Class of Securities
Common Stock
Item 2(e). CUSIP Number
The CUSIP number is 760943100.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b)
Not applicable.
Item 4. Ownership
James R. Fornear
Ownership
(a) Amount Beneficially Owned: 2,621,795
(b) Percent of Class 10.8
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 1,218,038
(ii) shared power to vote or direct the vote: 1,403,757
(iii)sole power to dispose or to direct the disposition of 1,218,038
(iv) shared power to dispose or to direct the disposition of: 1,403,757
Margaret H. Fornear
Ownership
(a) Amount Beneficially Owned: 1,363,876
(b) Percent of Class 5.6
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 661,667
(ii) shared power to vote or direct the vote: 702,209
(iii)sole power to dispose or to direct the disposition of 661,667
(iv) shared power to dispose or to direct the disposition of: 702,209
Item 5. Ownership of Five Percent or Less of a Class.
On June 29, 2000, Res-Care, RWD Holdings and Redwood
Acquisition, Inc. agreed to terminate the Merger Agreement, by
mutual consent to the Termination Agreement (the "Termination
Agreement"). By virtue of the termination of the Merger
Agreement, the Voting Agreements between RWD Holdings and Ronald
G. Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn,
Ralph G. Gronefeld, Jr., James R. Fornear, Margaret H. Fornear,
and Vincent D. Pettinelli terminated simultaneously.
The description herein of the Termination Agreement is
qualified in its entirety by reference to the Termination
Agreement, which is incorporated by reference to the Issuer's
Current Report on Form 8-K dated June 29, 2000.
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.
See attached Exhibit A and Exhibit B.
Item 9. Notice of Dissolution of Group.
By virtue of the termination of the Merger Agreement on June
29, 2000, the Voting Agreements terminated simultaneously.
Any further filings with regard to Res-Care Common Stock
will be made individually by the former members of the voting
group.
James R. Fornear and Margaret H. Fornear are members of a
group consisting solely of the members listed in Exhibit A.
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 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 with or as a participant in any transaction having
that purpose or effect.
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: August 24, 2000
/s/ James R. Fornear
James R. Fornear
EXHIBIT A
James R. Fornear
Margaret H. Fornear
EXHIBIT B
Rule 13d-1(e)
The undersigned persons on this 24 day of August , 2000
agree and consent to the joint filing on their behalf of this
Schedule 13G in connection with their beneficial ownership of the
Common Stock of Res-Care, Inc.
/s/ James R. Fornear
James R. Fornear
/s/ Margaret H. Fornear
Margaret H. Fornear
