- Amended Statement of Ownership: Solicitation (SC 14D9/A)
November 03 2010 - 5:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
RES-CARE, INC.
(Name of 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 the persons filing statement)
With copies to:
Alan K. MacDonald
Frost Brown Todd, LLC
400 West Market Street, 32
nd
Floor
Louisville, Kentucky 40202
(502)589-5400
o
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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This Amendment No. 4 to Schedule 14D-9 amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as
amended from time to time, the
Schedule 14D-9
or
Statement
) originally filed by
Res-Care, Inc., a Kentucky corporation (
ResCare
or the
Company
), with the
Securities and Exchange Commission (the
SEC
)
on October 7, 2010, relating to the offer by Onex Rescare Acquisition,
LLC, a Delaware limited liability company (
Purchaser
),
an affiliate of Onex Corporation (
Onex
, and
together with Purchaser and their affiliates, the
Purchaser
Group
), as disclosed in the Tender Offer Statement on Schedule TO,
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 shares of common stock, no par value, of
ResCare (the
Shares
), other than
Shares owned by the Purchaser Group, 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 Offer to Purchase,
dated October 7, 2010 (the
Offer to
Purchase
), and the related Letter of Transmittal, dated October 7,
2010 (the
Letter of Transmittal
which, together with the Offer to Purchase, as each may be amended or
supplemented from time to time, constitute the
Offer
). Capitalized terms used in this amendment without
definition have the respective meanings set forth in the Schedule 14D-9.
This Amendment No. 4 is being filed to reflect
certain updates as reflected below. Except as specifically noted herein, the
information set forth in the Schedule 14D-9 remains unchanged.
On November 2, 2010, ResCare issued a memorandum
to its employees with supplemental information about the Offer. A copy of the memorandum is attached as Exhibit (a)(5)(iv) to
this Amendment No. 4 to Schedule 14D-9.
Item 9.
Exhibits.
Item
9 of the Schedule 14D-9 is hereby supplemented by adding the following exhibit:
Exhibit
Number
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Description
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(a)(5)(iv)
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Memorandum to employees issued by ResCare on
November 2, 2010.
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2
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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By:
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/s/
DAVID W. MILES
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Dated:
November 2, 2010
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David
W. Miles
Executive Vice President and
Chief Financial Officer
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3
INDEX TO EXHIBITS
The
following exhibit is filed herewith:
Exhibit
Number
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Description
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(a)(5)(iv)
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Memorandum to employees issued by ResCare on
November 2, 2010.
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4
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