UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED ON STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
RES-CARE, INC.
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(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
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 29, 2000
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(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 6 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) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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 -0-
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
Page 2 of 6
<PAGE>
This Amendment No. 1 (this "Amendment") amends the Statement on
Schedule 13D filed with the Securities and Exchange Commission on April 29, 2000
(the "Schedule 13D") by RWD Holdings, Inc., a Delaware corporation ("RWD
Holdings"), with respect to the shares of common stock, no par value (the
"Common Stock") of Res-Care, Inc., a Kentucky corporation (the "Issuer").
All capitalized terms used but not otherwise defined herein shall have
the meaning set forth in the Schedule 13D.
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 MergerSub
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, a copy of which is attached
as Exhibit 1 hereto.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
As of June 29, 2000, RWD Holdings does not own and is not the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act)
of any shares of Common Stock.
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:
Except as otherwise set forth in this Amendment (and the agreements
referenced herein), to the best knowledge of RWD Holdings, no contracts,
arrangements, understandings or relationships (legal or otherwise) exist among
the persons named in Item 2 or between such persons and any other person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities of the Issuer, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, divisions of
profits or loss, or the giving or withholding of proxies, or a pledge or
contingency, the occurrence of which would give another person voting power over
the securities of the Issuer.
Page 3 of 6
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1 Termination Agreement, dated as of June 29, 2000, among the
Issuer, RWD Holdings and MergerSub, incorporated herein by
reference to Exhibit 2 to Res-Care, Inc.'s Current Report on
Form 8-K dated June 29, 2000.
Page 4 of 6
<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: July 7, 2000
RWD HOLDINGS, INC.
By: /s/ W. Robert Dahl
------------------
W. Robert Dahl
President
Page 5 of 6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
1 Termination Agreement, dated as of June 29, 2000, among the
Issuer, RWD Holdings and MergerSub, incorporated herein by
reference to Exhibit 2 to Res-Care, Inc.'s Current Report
on Form 8-K dated June 29, 2000.
Page 6 of 6
