UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RES-CARE, INC.
--------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
760943100
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(CUSIP Number)
Richard S. Borisoff, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
--------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 ss. 240.13d-7(b) 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
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).
This document consists of 11 pages
<PAGE>
CUSIP No. 760943100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RWD Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 7,328,825 (1)
WITH
9 SOLE DISPOSITIVE POWER
-0-
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 [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
14 TYPE OF REPORTING PERSON
CO
- ----------
(1) No shares of common stock, no par value, of Res-Care, Inc. have been
purchased, directly or indirectly, by the reporting person. Rather,
the reporting person may be deemed to have beneficial ownership of the
shares reported herein pursuant to two voting agreements (as described
in the Introduction and in Items 3 and 4 of this Statement), entered
into in connection with the proposed acquisition by the reporting
person of all of the outstanding shares of Res-Care, Inc. Any such
beneficial ownership is expressly denied by the reporting person.
Page 2 of 11
<PAGE>
Introduction
No shares of common stock, no par value (the "Common Stock"), of
Res-Care, Inc., a Kentucky corporation (the "Issuer"), have been purchased,
directly or indirectly, by the reporting person. RWD Holdings, Inc., a Delaware
corporation ("RWD Holdings"), is making this filing solely because it may be
deemed to have beneficial ownership of the shares reported herein pursuant to
the Voting Agreements (as defined below).
On April 12, 2000, the Issuer, RWD Holdings and Redwood Acquisition,
Inc., a Kentucky corporation and a wholly-owned subsidiary of RWD Holdings
("MergerSub"), 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, MergerSub will be
merged with and into the Issuer (the "Merger"), and in connection therewith each
outstanding share of 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. Completion of the Merger is also
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).
RWD Holdings and certain shareholders of the Issuer (each, a
"Shareholder" and, collectively, the "Shareholders") have entered into one of
two voting and non-competition agreements, 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 shareholders 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, or the rules
promulgated thereunder, each as amended (the "Exchange Act"), 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
Page 3 of 11
<PAGE>
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. Please refer to the
more detailed provisions of the Merger Agreement and the Voting Agreements set
forth as 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 RWD Holdings, Inc., a Delaware
corporation (defined above as "RWD Holdings"). 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.
The name, residence or business address, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, and citizenship of
each executive officer and director of RWD Holdings are set forth in Schedule 1
hereto, which is incorporated herein by reference.
(d) During the last five years, neither RWD Holdings nor, to the best
of its knowledge, any of the persons listed on Schedule 1 hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither RWD Holdings nor, to the best
of its knowledge, any of the persons listed on Schedule 1 hereto 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 shares of the Issuer's Common Stock have been
purchased, directly or indirectly, by RWD Holdings. Rather, as an inducement and
a condition to its entering into the Merger Agreement, RWD Holdings and the
Shareholders have entered into the Voting Agreements, pursuant to
Page 4 of 11
<PAGE>
which the Shareholders 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 shares of the Issuer's Common Stock have been purchased, directly or
indirectly, by RWD Holdings. RWD Holdings could be deemed to have "acquired"
beneficial ownership of the shares of Common Stock to which this Statement
relates only in the sense that it and the Shareholders 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, RWD Holdings
disclaims beneficial ownership over any shares of the Common Stock, including
the power to vote, to direct the voting of, to dispose, or to direct the
disposition of, any shares of the Common Stock.
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) RWD Holdings may be deemed to beneficially own 7,328,825 shares of
Common Stock as a result of entering into the Voting Agreements, 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 to RWD Holdings by the Issuer in the Merger
Agreement), represents approximately 30.1% of the outstanding Common Stock.
Except as set forth on Schedule 1 and to the knowledge of RWD Holdings, none of
the persons identified in Schedule 1 beneficially owns any securities of the
Issuer. Except as specifically set forth herein, RWD Holdings disclaims
beneficial ownership over any shares of the Common Stock, including the power to
vote, to direct the voting of, to dispose, or to direct the disposition of, any
shares of the Common Stock. RWD Holdings disclaims membership in any group with
respect to the Common Stock, by virtue of RWD Holdings' execution of the Voting
Agreements or otherwise.
(b) As a result of entering into the Voting Agreements, RWD Holdings
may be deemed to have shared power to vote or to direct the vote of the shares
of Common Stock herein reported as beneficially owned by it.
The Shareholders share the power to vote the shares of Common Stock
herein reported as beneficially owned by RWD Holdings. The following paragraphs
provide the applicable information required by Item 2 with respect to each of
the 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 RWD Holdings:
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, but serves as a director of the
Issuer.
Margaret H. Fornear is a citizen of the United States whose principal
residence is 4331 U.S. 60 East, Marion, Kentucky 42064. Mrs. Fornear is the wife
of Mr. Fornear.
Page 5 of 11
<PAGE>
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 Officer 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
business 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 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
resident is 5943 MacEwan Court, Dublin, Ohio 43017. Mr. Pettinelli is currently
retired, but serves as a director of the Issuer.
To the knowledge of RWD Holdings, 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 RWD Holdings, 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 RWD Holdings nor, to its knowledge, any of the persons
identified on Schedule 1, has effected any transactions in the Issuer's Common
Stock during the past 60 days, except as set forth herein.
(d) To the knowledge of RWD Holdings, 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 RWD Holdings.
(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
Page 6 of 11
<PAGE>
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 MergerSub, 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 7 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 24, 2000
RWD HOLDINGS, INC.
By: /s/ W. Robert Dahl
----------------------
W. Robert Dahl
President
Page 8 of 11
<PAGE>
SCHEDULE 1
INFORMATION WITH RESPECT TO DIRECTORS AND
EXECUTIVE OFFICERS AND DIRECTORS OF RWD HOLDINGS, INC.
The following information sets forth the name, business address and
present principal occupation of each of the directors and executive officers of
RWD Holdings. Except as indicated below, the business address of each director
and executive officer of RWD Holdings is 10140 Linn Station Road, Louisville,
Kentucky 40223. Each of the directors and executive officers of RWD Holdings is
a citizen of the United States.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF THE
ISSUER
BUSINESS ADDRESS AND PRESENT BENEFICIALLY
NAME PRINCIPAL OCCUPATION OWNED
---- ----------------------------------------------- -------------
<S> <C> <C>
Directors of RWD
Holdings
- ----------------
W. Robert Dahl Managing Director of The Carlyle Group, 0
a private equity firm
520 Madison Avenue
41st Floor
New York, New York 10022
Tim Sullivan Managing Director of Madison Dearborn Partners, 0
a private equity firm
Three First National Plaza
Suite 3800
Chicago, Illinois 60602
Ronald G. Geary Chairman of the Board, Chief Executive Officer 0
and President of the Issuer
Executive Officers
of RWD Holdings
- ------------------
W. Robert Dahl Managing Director of The Carlyle Group, 0
(President) a private equity firm
520 Madison Avenue
41st Floor
New York, New York 10022
Ronald G. Geary Chairman of the Board, Chief Executive Officer 1,615,827
(Chief Executive and President of the Issuer
Officer)
</TABLE>
Page 9 of 11
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF THE
ISSUER
BUSINESS ADDRESS AND PRESENT BENEFICIALLY
NAME PRINCIPAL OCCUPATION OWNED
---- ----------------------------------------------- -------------
<S> <C> <C>
Walter S. Jin Vice President of The Carlyle Group, 0
(Vice President) a private equity firm
520 Madison Avenue
41st Floor
New York, New York 10022
Ralph G. Gronefeld Executive Vice President of Finance and 145,756
(Chief Financial Administration of the Issuer
Officer)
Paul G. Dunn Executive Vice President, Development of the 132,500
(Secretary) Issuer
</TABLE>
Page 10 of 11
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description
--- -----------
1 Agreement and Plan of Merger, dated as of April 12, 2000,
among the Issuer, RWD Holdings and MergerSub, 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)
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)
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 11 of 11
