- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
November 16 2010 - 2:20PM
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. 2)
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
This
statement is filed in connection with (check the appropriate box):
o
The filing
of solicitation materials on an information statement subject to Regulation
14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
o
The filing of a registration
statement under the Securities Act of 1933.
x
A tender offer.
o
None of the
above.
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:
x
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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*
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.
**
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.
x
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.
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. 2 to Schedule 13E-3 amends and supplements the 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
shares of common stock, no par value of ResCare (the Shares or common shares),
other than Shares owned by the Purchaser Group 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 meanings set forth in the
Schedule 13E-3.
This
Amendment No.2 is being filed to amend and supplement Items 1, 4, 11 and 15 of
the Schedule 13E-3 by adding the following text thereto:
Completion of Tender Offer
. On November 16, 2010, Onex Corporation
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 Onex Corporations press release announcing the
completion of the tender offer is attached as Exhibit (a)(1)(ix) hereto
and incorporated herein by reference.
Item
16. Exhibits
Item
16 of the Schedule 13E-3 is hereby amended and supplemented by adding the
following exhibit:
Exhibit
Number
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Description
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(a)(1)(ix)
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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).
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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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Dated:
November 16, 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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3
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