ResCare tenders for any and all 10 5/8% notes due 2008

By Jennifer Chiou

New York, Aug. 29 - ResCare, Inc. said it began a tender offer to purchase any and all of its outstanding 10 5/8% senior notes due 2008 as well as a related consent solicitation to amend the notes' indenture.

The consent solicitation will expire at 5 p.m. ET on Sept. 12, unless extended. The tender offer expires at 5 p.m. ET on Sept. 27.

For each $1,000 principal amount of notes, the company will pay the present value of $1,053.13 - the redemption price on the earliest redemption date of the notes on Nov. 15 - plus all future interest payments up to Nov. 15, discounted using a yield to Oct. 31 on the 1 5/8% Treasury due Oct. 31 and 50 basis points.

Accrued interest up to but excluding the payment date will be subtracted from the total, which includes a $20.00 per $1,000 principal amount consent payment for those who tender their holdings before the consent deadline.

A valid tender is considered a consent.

The offer is conditioned upon the company receiving consents to proposed amendments from a majority of noteholders and the company's completion of refinancing transactions.

J.P. Morgan Securities Inc. (866 834-4666 or call collect 212 834-3424) and Goldman, Sachs & Co. (800 828-3182 or call collect 212 357-8664) are the dealer managers and solicitation agents. The depositary is Computershare Trust Co. of New York and the information agent is Georgeson Shareholder Communications, Inc. (866 328-5439).

ResCare is a Louisville, Ky.-based provider of services to people with developmental disabilities and youth with special needs.

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