- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
04 December 2010 - 9:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE
13e-3 TRANSACTION STATEMENT
Under
Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
RES-CARE, INC.
(Name of the Subject Company)
RES-CARE, INC.
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
760943100
(CUSIP Number of Class of Securities)
David W. Miles
Res-Care, Inc.
9901 Linn Station Road
Louisville, Kentucky 40223
(502) 394-2100
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
With copies to:
Alan K. MacDonald
Frost Brown Todd LLC
400 West Market Street, 32
nd
Floor
Louisville, Kentucky 40202
(502) 589-5400
This
statement is filed in connection with (check the appropriate box):
a.
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b.
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o
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The
filing of a registration statement under the Securities Act of 1933.
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c.
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o
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A
tender offer.
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d.
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o
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None
of the above.
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Check
the following box if the soliciting materials or information statement referred
to in checking box (a) are preliminary copies:
o
Check
the following box if the filing is a final amendment reporting the results of
the transaction:
o
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$340,732,402
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$24,294.22
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*
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Estimated
for purposes of calculating the filing fee. Calculated by multiplying
(i) 25,715,653, which is the difference between 29,415,653, the number
of shares of common stock, no par value (Shares), of Res-Care, Inc.
(ResCare or, the Company) outstanding as of September 30, 2010, and
3,700,000, which is the number of Shares beneficially owned by Onex
Corporation and its affiliates by (ii) $13.25, which is the per Share
tender offer price.
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**
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The
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, is calculated by multiplying the Transaction Valuation
by .0000713.
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x
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount
Previously Paid: $24,294.22
Form or Registration No.: Schedule TO-T
Filing Party: Onex Rescare Acquisition,
LLC
Date
Filed: October 7, 2010
This
Amendment No. 3 (this Amendment) amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 originally filed by ResCare with the
Securities and Exchange Commission (the SEC) on October 7, 2010 (as
amended from time to time, the Schedule 13E-3 or the Transaction Statement),
relating to the cash tender offer by Onex Rescare Acquisition, LLC, a Delaware
limited liability company (Purchaser), as disclosed in the Tender Offer
Statement and Rule 13e-3 Transaction Statement on Schedule TO that was
originally filed by Purchaser with the SEC on October 7, 2010 (as amended
or supplemented from time to time, the Schedule TO), to purchase all of the
outstanding common shares of ResCare, other than shares owned by Purchaser and
its affiliates and certain members of ResCares management who agreed to
exchange their shares for equity in Purchaser, at a price of $13.25 per share,
net to the seller in cash, without interest and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Amended
and Restated Offer to Purchase, dated October 25, 2010 (the Offer to
Purchase), and the related Letter of Transmittal, dated October 7, 2010
(which, together with the Offer to Purchase, as each may be amended or supplemented
from time to time, constitute the Offer). Pursuant to the tender offer,
Purchaser acquired 21,044,765 ResCare common shares.
This
Amendment relates to the second and final step in Purchasers acquisition of
all of the issued and outstanding ResCare common shares, a statutory share
exchange. In the share exchange, each share that was not validly tendered in
the tender offer will be converted into the right to receive $13.25 in cash,
without interest and less any applicable withholding taxes, other than (a) shares
held by shareholders who are entitled to and who properly exercise, and do not
withdraw or lose, dissenters rights under Kentucky law, (b) shares owned
by Purchaser or any affiliate of Purchaser, and (c) shares held by certain
members of ResCares management who have agreed to exchange their ResCare
shares for an equity ownership position in Purchaser.
Concurrently
with the filing of this Amendment, ResCare is filing with the SEC a definitive
Proxy Statement on Schedule 14A (the Proxy Statement). The Proxy Statement
relates to a special meeting of ResCares shareholders. At the special meeting,
ResCares shareholders will vote upon a proposal to approve the share exchange.
As a result of the tender offer, Purchaser and its affiliates own and have the
right to vote a sufficient number of ResCares shares to ensure approval of the
share exchange at the special meeting without regard to the vote of any other
shareholder. The Proxy Statement is included as an exhibit hereto and a copy of
the Agreement and Plan of Share Exchange between ResCare and Purchaser is
attached as Annex A to the Proxy Statement. The information contained in the
Proxy Statement, including all annexes thereto, is expressly incorporated
herein by reference, and the responses to each item herein are qualified in
their entirety by the information contained in the Proxy Statement and its
annexes.
This
Amendment is being filed to reflect certain updates as reflected below. Except
as specifically noted herein, the information set forth in the Schedule 13E-3
remains unchanged.
The
information included in and incorporated by reference into the following Items
of the Schedule 13E-3 is hereby amended and supplemented with the following:
Item 1.
Summary
Term Sheet.
The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET
Item 2.
Subject
Company Information.
(b)
Securities
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
THE SPECIAL MEETINGRecord Date; Shares Entitled to
Vote; Quorum
(c)-(d)
Trading
Market and Price; Dividends
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
INFORMATION ABOUT RESCAREPrice Range of Shares;
Dividends
Item 4.
Terms of
the Transaction.
(a)(2)
Material TermsMergers or Similar Transactions
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
THE SUMMARY TERM SHEET
THE SPECIAL MEETING
2
SPECIAL FACTORS
THE SHARE EXCHANGE AGREEMENT
(c)
Different Terms
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
THE SUMMARY TERM SHEET
THE SPECIAL MEETING
SPECIAL FACTORS
THE SHARE EXCHANGE AGREEMENT
(d)
Appraisal Rights
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
THE SUMMARY TERM SHEETOther Important
ConsiderationsDissenters Rights
SUMMARY OF PROCEDURE TO EXERCISE SHAREHOLDERS
RIGHT TO DISSENT
ANNEX CSubtitle 13 of the Kentucky Business
Corporation Act
Item 5.
Past Contacts,
Transactions, Negotiations and Agreements.
(b)-(c)
Significant
Corporate Events; Negotiations or Contacts
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
THE SUMMARY TERM SHEET
THE SPECIAL MEETING
SPECIAL FACTORS
INFORMATION ABOUT RESCARE
Item 11.
Interest in
Securities of the Subject Company.
(a)-(b)
Securities
Ownership; Securities Transactions
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
THE SUMMARY TERM SHEET
THE SPECIAL MEETING
THE PARTIES TO THE SHARE EXCHANGE
SPECIAL FACTORS
INFORMATION ABOUT RESCARE
Item 13.
Financial
Statements.
(a)
Financial Information
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
INFORMATION ABOUT RESCARESummary Financial
Information
FINANCIAL STATEMENTS
Item 15.
Additional
Information.
(b)
Other Material Information
. The information set forth in the Proxy
Statement, including all annexes thereto, is incorporated herein by reference.
Item 16.
Exhibits.
(a)(1)(x)
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Definitive Proxy Statement of Res-Care, Inc.
(incorporated by reference to the Schedule 14A filed with the SEC by ResCare
on December 3, 2010).
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(a)(5)(ii)
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Text of Press Release issued by ResCare, dated
November 23, 2010 (incorporated by reference to the Schedule 14A filed
with the SEC by ResCare on November 23, 2010).
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SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this amendment is true, complete and correct.
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RES-CARE, INC.
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Dated:
December 3, 2010
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By:
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/s/
DAVID W. MILES
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David
W. Miles
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Executive Vice President and Chief Financial Officer
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