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)
C. Christopher Trower
Electriclaw.com
3159 Rilman Road, N.W.
Atlanta, Georgia 30327
404-816-5066
________________________________________________________________
(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 Sections
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. . . . . . . . . James R. Fornear
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 . . . . . . . . . . 1,218,038
(10) Shared dispositive power . . . . . . . . . 702,209
(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. . . . . . . . . Margaret H. Fornear
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 . . . . . . . . . . 661,667
(10) Shared dispositive power . . . . . . . . . 702,209
(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>
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 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 James R. Fornear and
Margaret H. Fornear, 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 James R. Fornear and Margaret H. Fornear
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 James R. Fornear
and Margaret H. Fornear. 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.
(d) During the last five years, neither James R. Fornear
nor Margaret H. Fornear has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither James R. Fornear
nor Margaret H. Fornear 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
James R. Fornear or Margaret H. Fornear. Rather, as an
inducement and a condition to RWD Holdings entering into the
Merger Agreement, James R. Fornear and Margaret H. Fornear have
entered into 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 James R. Fornear or
Margaret H. Fornear. James R. Fornear and Margaret H. Fornear
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, the other Shareholders, and RWD Holdings
have entered into the Voting 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, James
R. Fornear and Margaret H. Fornear disclaim beneficial ownership
over all shares of the Common Stock beneficially owned by parties
to the Voting Agreements other than the 2,581,914 shares
described in Item 5 below for which James R. Fornear or Margaret
H. Fornear have sole or shared dispositive power.
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) James R. Fornear and Margaret H. Fornear may be deemed
to beneficially own 7,328,825 shares of Common Stock as a result
of the Shareholders, including James R. Fornear and Margaret H.
Fornear, 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.
James R. Fornear and Margaret H. Fornear disclaim membership in
any group with respect to the Common Stock, by virtue of their
execution of the Voting Agreement or otherwise.
(b) James R. Fornear has sole power to dispose or direct
the disposition of 1,218,038 shares of Common Stock. Margaret H.
Fornear has the sole power to dispose or to direct the
disposition of 661,667 shares of Common Stock. James R. Fornear
and Margaret H. Fornear have shared power to dispose or direct
the disposition of 702,209 shares in connection with three
grantor annuity trusts of which James R. Fornear is the trustee
and Margaret H. Fornear is beneficiary. As a result of entering
into one of the Voting Agreements, James R. Fornear and Margaret
H. Fornear 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 James R. Fornear and Margaret H. Fornear. 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.
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. Sanford'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 the Canada; 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 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.
Vincent D. Pettinelli is a citizen of the United States
whose principal residence is 5943 MacEwan Court, Dublin, Ohio
43017.
To the knowledge of James R. Fornear and Margaret H.
Fornear, 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 James R. Fornear and Margaret H.
Fornear, 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) Neither James R. Fornear nor Margaret H. Fornear has
effected any transactions in this Issuer's Common Stock during
the past 60 days, except as set forth herein.
(d) To the knowledge of James R. Fornear and Margaret H.
Fornear, 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 James R. Fornear and
Margaret H. Fornear.
(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.
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 Sanford,
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)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 21, 2000
/S/ James R. Fornear
James R. Fornear
EXHIBIT A
RULE 13d-1(k) AGREEMENT
The undersigned persons on this 21st 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 21, 2000.
/S/ James R. Fornear
_____________________________
James R. Fornear
/S/ Margaret H. Fornear
_____________________________
Margaret H. Fornear
