UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED ON STATEMENTS FILLED PURSUANT TO RULE
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2A
FINAL AMENDMENT
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
(502) 589-5400
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 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.
[ ]
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. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( x )
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e).
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares
Beneficially Owned By
Each Reporting Person
With
7. SOLE VOTING POWER........................1,384,244
8. SHARED VOTING POWER............................. 0
9. SOLE DISPOSITIVE POWER...................1,384,244
10. SHARED DISPOSITIVE POWER.....................2,510
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,389,554
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
Jeffrey M. Cross
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( x )
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares
Beneficially
Owned By Each
Reporting Person
With
7. SOLE VOTING POWER........................1,384,244
8. SHARED VOTING POWER..............................0
9. SOLE DISPOSITIVE POWER.....................144,504
10. SHARED DISPOSITIVE POWER.........................0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,504
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
E. Halsey Sandford
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( x )
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares
Beneficially
Owned By Each
Reporting Person
With
7. SOLE VOTING POWER......................143,714
8. SHARED VOTING POWER..........................0
9. SOLE DISPOSITIVE POWER.................143,714
10. SHARED DISPOSITIVE POWER.....................0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,714
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
Paul G. Dunn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( x )
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK 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 United States
Number of Shares
Beneficially
Owned By Each
Reporting Person
With
7. SOLE VOTING POWER.................... 119,980
8. SHARED VOTING POWER.................... 1,300
9. SOLE DISPOSITIVE POWER............... 119,980
10. SHARED DISPOSITIVE POWER............... 1,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
Ralph G. Gronefeld, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( x )
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares
Beneficially
Owned By Each
Reporting Person
With
7. SOLE VOTING POWER.........................15,150
8. SHARED VOTING POWER............................0
9. SOLE DISPOSITIVE POWER....................15,150
10. SHARED DISPOSITIVE POWER.....................467
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,317
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON*
IN
Introduction
The Introduction of the Schedule 13D is hereby amended as
follows:
RWD Holdings and Res-Care have terminated their obligations
to enter into the Merger Agreement. As a result of the
termination of the Merger Agreement, the Voting Agreements
entered into by 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 have been
terminated and the parties to the Voting Agreements are no longer
obligated to vote their respective shares of Common Stock in
favor of the Merger Agreement.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended in its entirety
to read as follows:
This amendment No. 1 amends the statement on Schedule 13D
filed with the Securities and Exchange Commission on April 12,
2000 (the "Schedule 13D") by the Management Group, with respect
to the shares of common stock, no par value (the "Common Stock")
of Res-Care, Inc., a Kentucky corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 10140
Linn Station Road, Louisville, Kentucky 40223.
All capitalized terms used but not otherwise defined herein
shall have the meaning set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended in its entirety
to read as follows:
Not Applicable
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended in its entirety
to read as follows:
Not Applicable
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended in its entirety
to read as follows:
(a) - (b) On June 29, 2000, the Issuer, RWD Holdings and
Redwood Acquisition, Inc. agreed to terminate the Merger
Agreement, by mutual consent pursuant to the Termination
Agreement (the "Termination Agreement"). By virtue of the
termination of the Merger Agreement, the Voting Agreements
terminated simultaneously.
The description herein of the Termination Agreement is
qualified in its entirety by reference to the Termination
Agreement, which is incorporated herein by reference to Res-
Care's Current Report on Form 8-K dated June 29, 2000.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D is hereby
amended in its entirety to read as follows:
(a) Each of the parties to this amendment, Ronald G. Geary,
Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn and Ralph G.
Gronefeld, Jr., claims no beneficial ownership of shares of
common stock owned by any other person or entity. As a result of
the termination of the Merger Agreement, the Voting Agreements
entered into by the parties listed in the Introduction have been
terminated and the parties to the Voting Agreements are no longer
obligated to vote their respective shares of Common Stock in
favor of the Merger Agreement. Any prior beneficial ownership
based on the Voting Agreements is hereby disclaimed. Ronald G.
Geary, Jeffrey M. Cross, E. Halsey Sandford, Paul G. Dunn, and
Ralph G. Gronefeld, Jr. each disclaim membership in any group
with respect to the Common Stock.
(b) Ronald G. Geary has sole power to dispose or direct the
disposition of 1,384,244 shares of Common Stock. This includes
591,046 shares which are subject to options that are presently
exercisable and 2,510 shares held for the benefit of Mr. Geary by
the Retirement Savings Plan. Mr. Geary disclaims beneficial
ownership of 2,800 shares owned by his wife, for which he has no
voting or investment power. On May 23, 2000, in consideration
for $1.00 Mr. Geary terminated options previously granted to him
for 112,500 shares all of which were currently exercisable.
Jeffrey M. Cross has sole power to dispose or
direct the disposition of 144,504 shares of Common Stock. This
includes 144,504 subject to options that are presently exercisable.
E. Halsey Sandford has sole power to dispose or direct
the disposition of 143,714 shares of Common Stock. These include
2,025 shares which are subject to options that are presently
exercisable. This amount does not include 129,622 shares held in
trust for the benefit of Mr. Sandford's wife and their children
of which Mrs. Sandford is trustee. Mr. Sandford has no voting or
investment power with respect to these shares.
Paul G. Dunn has sole or shared power to dispose or
direct the disposition of 121,280 shares of Common Stock. These
include 1,300 shares owned jointly with his wife and 119,980
shares which are subject to options that are presently
exercisable.
Ralph G. Gronefeld, Jr. has sole power to dispose or
direct the disposition of 15,617 shares of Common Stock. These
include 15,150 shares which are subject to options that are
presently exercisable, 467 shares held for the benefit of Mr.
Gronefeld by the Retirement Savings Plan over which Mr. Gronefeld
has investment, but no voting power. In addition, Mr. Gronefeld
disclaims beneficial ownership of 700 shares held in Mrs.
Gronefeld's IRA over which Mr. Gronefeld holds neither voting nor
investment power. In May, 2000, Mr. Gronefeld terminated options
for 9,001 exercisable options in consideration of payment of $900
by Res-Care. In July, 2000, Mr. Gronefeld terminated options for
75,000 exercisable options in consideration of payment of $1.00
by ResCare.
(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. The parties hereto have not
effected any other transactions in this Issuer's Common Stock
during the past 60 days, except as set forth herein. On August
22, 2000, Mr. Cross sold 22,650 shares in open market
transactions. He sold 7,000 shares for $5.1875 per share, 5,650
shares for $5.125 per share, and 10,000 shares for $5.25 per
share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended in its entirety
to read as follows:
As a result of the Termination of the Merger Agreement, the
Voting Agreements entered into by RWD Holdings, Inc. 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 have been terminated and the parties to
the Voting Agreements are no longer obligated to vote their
respective shares of Common Stock in favor of the Merger
Agreement. Ronald G. Geary, Jeffrey M. Cross, E. Halsey
Sandford, Paul G. Dunn and Ralph G. Gronefeld, Jr. each continue
to control their respective shares of Common Stock listed in Item
5 of this Statement.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Termination Agreement, dated as of June 29, 2000, among
the Issuer, RWD Holdings and Redwood Acquisition, Inc.,
incorporated herein by reference to Exhibit 2 to Res-
Care, Inc.'s Current Report on Form 8-K dated June 29,
2000.
<PAGE>
SIGNATURES
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 31, 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.
