- Amended Statement of Ownership: Solicitation (SC 14D9/A)
November 16 2010 - 2:12PM
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. 7)
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
Check the box
if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This
Amendment No. 7 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
) 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
),
as disclosed in the Tender Offer Statement and Rule 13e-3 Transaction
Statement on Schedule TO 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 shares of common stock, no par value, of
ResCare (the
Shares
or
common shares
), other than Shares owned by Purchaser and
its affiliates, 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
). Capitalized terms used in this amendment without
definition have the respective meanings set forth in the Schedule 14D-9.
This
Amendment No. 7 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.
Item 8.
Additional
Information
Item
8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following subsection thereto:
Completion of Tender Offer
. On November 16, 2010, Onex issued a
press release announcing that a total of 20,678,039 common shares were validly
tendered and not withdrawn at the expiration of the tender offer at 5:00 P.M.,
New York City time, on November 15, 2010, representing approximately 81.6%
of the outstanding shares not owned by the Purchaser Group and the Rollover
Shareholders. An additional 548,707 common shares were tendered pursuant to
notices of guaranteed delivery. All shares that were validly tendered and not
withdrawn have been accepted for payment. Purchaser does not intend to offer a
subsequent offering period in connection with the tender offer. As a result of
the successful completion of the tender offer, the Purchaser Group holds an
85.3% interest in ResCare, on an as-converted basis (excluding the common
shares tendered via guaranteed delivery).
As contemplated by the terms of the Share Exchange Agreement, Purchaser
and ResCare will, subject to the satisfaction of certain conditions, cause the
Share Exchange to occur as promptly as reasonably practicable hereafter in
which all remaining shareholders (other than the Purchaser Group, the Rollover
Shareholders and those who properly exercise dissenters rights) would, without
the need for further action by any public shareholder, receive the same price
per share as was paid in the tender offer, without interest and less any
applicable withholding of taxes. The Share Exchange will be completed following
approval thereof at a meeting of ResCares shareholders to be held as soon as
practicable after the date hereof. As a result of the completion of the tender
offer, the Purchaser Group has sufficient voting power to approve the Share
Exchange at such meeting without regard to the vote of any other ResCare
shareholder.
The full text of Onexs press release announcing the completion of the
tender offer is attached as Exhibit (a)(5)(vi) hereto and
incorporated herein by reference.
Item 9. Exhibits
Item
9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following exhibit:
Exhibit
Number
|
|
Description
|
(a)(5)(vi)
|
|
Press
Release issued by Onex Corporation on November 16, 2010 announcing
completion of the tender offer (incorporated by reference to
Exhibit (a)(5)(iv) to Amendment No. 6 to the Schedule TO filed
by Purchaser on November 16, 2010).
|
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.
|
RES-CARE, INC.
|
|
|
|
Dated:
November 16, 2010
|
By:
|
/s/
DAVID W. MILES
|
|
|
David
W. Miles
|
|
|
Executive Vice President and Chief Financial Officer
|
3
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