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)
Phillip H. Barrett
Porter, Wright, Morris & Arthur, LLP
41 South High Street
Columbus, OH 43215-6192
(614) 227-2108
______________________________________________________________
(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. . . . . . . . . Vincent D. Pettinelli
Trustee of the 1989 Declaration of Trust of Vincent D. Pettinelli
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 . . . . . . . . . . 2,305,504
(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 (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 30.1%
(14) Type of reporting person . . . . . . . . . OO
<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 commons 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 Vincent D.
Pettinelli, 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 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.
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 Vincent D.
Pettinelli, Trustee of the 1989 Declaration of Trust of Vincent
D. Pettinelli. Vincent D. Pettinelli is a citizen of the United
States whose principal residence is 5943 MacEwan Court, Dublin,
Ohio 43017.
(d) During the last five years, Vincent D. Pettinelli has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Vincent D. Pettinelli has
not 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 not 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
Vincent D. Pettinelli. Rather, as an inducement and a condition
to RWD Holdings entering into the Merger Agreement, Vincent D.
Pettinelli has entered into one of the Voting Agreements,
pursuant to which he has agreed to vote his 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 Vincent D. Pettinelli.
Vincent D. Pettinelli could be deemed to have "acquired"
beneficial ownership of the shares of Common Stock to which this
Statement relates only in the sense that he, along with 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, Vincent D. Pettinelli disclaims
beneficial ownership over all shares of the Common Stock
beneficially owned by parties to the Voting Agreement other than
the 2,305,504 shares described in Item 5 below for which Mr.
Pettinelli has sole 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) Vincent D. Pettinelli may be deemed to beneficially own
7,328,825 shares of Common Stock as a result of the Shareholders,
including Vincent D. Pettinelli, 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. Vincent D. Pettinelli disclaims
membership in any group with respect to the Common Stock, by
virtue of his execution of one of the Voting Agreements or
otherwise.
(b) Vincent D. Pettinelli has sole power to dispose or
direct the disposition of 2,305,504 shares of Common Stock. As a
result of entering into one of the Voting Agreements, Vincent D.
Pettinelli 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 Vincent D. Pettinelli. 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 Vincent D. Pettinelli:
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.
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.
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 Canada and a 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 and Alternative Youth
Services/Youthtrack 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.
To the knowledge of Vincent D. Pettinelli, 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 Vincent D. Pettinelli, 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) Vincent D. Pettinelli has not effected any transactions
in this Issuer's Common Stock during the past 60 days, except as
set forth herein.
(d) To the knowledge of Vincent D. Pettinelli, 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 Vincent D. Pettinelli.
(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.
Mr. Pettinelli has pledged 161,613 shares of Common Stock to
the Company to secure his indemnity to PeopleServe, Inc., a
subsidiary of the Issuer .Mr. Pettinelli has agreed to indemnify
PeopleServe, Inc. in connection with guaranties by PeopleServe of
obligations of entities in which Mr. Pettinelli owns a
substantial equity interest.
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 Form of 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 Form of 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)
Exhibit 4 Form of Stock Pledge Agreement by and between Vincent
D. Pettinelli and PeopleServe, Inc. is incorporated by
reference to Exhibit 10.01 to Res-Care's Form S-4
Registration Statement dated April 8, 1999. (SEC file
no. 333-75875)
Exhibit 5 Form of Indemnity Agreement by and between Vincent D.
Pettinelli and PeopleServe, Inc. is incorporated by
reference to Exhibit 10.02 to Res-Care's Form S-4
Registration Statement dated April 8, 1999. (SEC file
no. 333-75875)
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
VINCENT D. PETTINELLI,
TRUSTEE OF THE 1989
DECLARATION OF TRUST OF
VINCENT D. PETTINELLI
/S/ Vincent D. Pettinelli
Trustee
