Res-Care 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 15, 2005
(Exact Name of Registrant as specified in Charter)
(Registrants telephone number, including are code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7.01. Regulation FD Disclosure
Res-Care, Inc. (ResCare) intends to raise approximately $150 million through a private placement of Senior Notes due 2013 (the New Notes). Proceeds from the offering, together with approximately $44.2 million existing cash and short term investments, will be used to repay ResCares existing $28 million term loan and to retire the $150 million aggregate principal amount of its 10 5/8% Senior Notes due 2008 (the 10 5/8% Notes), including the tender premium and estimated fees and expenses relating to the purchase of the 10 5/8% Notes through a tender offer that commenced on August 29, 2005 and is currently scheduled to expire on September 27, 2005. ResCare intends to repurchase or redeem any of the 10 5/8% Notes that are not purchased in the tender offer on or after November 15, 2005. The consummation of the tender is subject to the receipt of consents to proposed amendments to the indenture governing the 10 5/8% Notes, ResCares consummation of the private placement of New Notes and the related refinancing transactions, and other customary conditions. ResCare has received the requisite consents to the proposed amendments to the indenture. The New Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the New Notes.
The information filed under this Item 7.01 and Exhibit 99.3 is being furnished pursuant to Regulation FD and not filed pursuant to the Securities Exchange Act of 1934, as amended. None of this information may be incorporated by reference into any other filings ResCare has made or may make pursuant to the Securities Act of 1933, as amended, or into any other documents unless such portion of this Current Report on Form 8-K is expressly and specifically identified in such filing as being incorporated by reference therein. In addition, the furnishing of the information in this Report and in the attached Exhibit 99.3 is not intended to, and does not, constitute a determination or admission that the information is material, or that you should consider this information before making an investment decision with respect to any security of ResCare. The information contained in Exhibit 99.3 is qualified by, and should be read in conjunction with, the information contained in Exhibits 99.4 and 99.5. ResCare undertakes no obligation to update this information, including any forward-looking statements, to reflect subsequently occurring events or circumstances.
Item 8.01. Other Events.
ResCare expects to enter into an amended and restated credit facility, which would replace its existing revolving credit facility. Please refer to Exhibits 99.1, 99.2 and 99.5 attached hereto. The information contained in Exhibits 99.1, 99.2 and 99.4 is qualified by, and should be read in conjunction with, the information contained in Exhibit 99.5.
Item 9.01. Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.