-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RzcEV1eDnGhj9INdcGFBtMqkxVygNUCkJXAZogK1Xe6ggrhIJcRlSRBrB1hYs3KK GwiAeMx/gXQHoWDGcj5Gjw== 0000950152-94-000093.txt : 19940214 0000950152-94-000093.hdr.sgml : 19940214 ACCESSION NUMBER: 0000950152-94-000093 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEMED CORP CENTRAL INDEX KEY: 0000019584 STANDARD INDUSTRIAL CLASSIFICATION: 5160 IRS NUMBER: 310791746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-32056 FILM NUMBER: 94506010 BUSINESS ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202-4726 BUSINESS PHONE: 5137626900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 SC 13G 1 FIFTH THIRD BANCORP 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11)* Chemed Corporation ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value ----------------------------------------------------------------------------- (Title of Class of Securities) 163596109 ----------------------------------------------------------------------------- (Cusip Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 9 pages 2 CUSIP NO. 163596109 13G PAGE 2 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fifth Third Bancorp I.R.S. Employer Identification No. 31-0854434 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 5 SOLE VOTING POWER 68,434 Number of Shares 6 SHARED VOTING Beneficially POWER 50,522 Owned By Each Reporting 7 SOLE DISPOSITIVE Person With POWER 4,220 8 SHARED DISPOSITIVE POWER 1,435,828 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,515,782 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.47% 12 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 9 pages 3 CUSIP NO. 163596109 13G PAGE 3 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Fifth Third Bank I.R.S. Employer Identification No. 31-0854433 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 5 SOLE VOTING POWER 66,734 Number of Shares 6 SHARED VOTING Beneficially POWER 50,522 Owned By Each Reporting 7 SOLE DISPOSITIVE Person With POWER 4,020 8 SHARED DISPOSITIVE POWER 1,435,828 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,514,082 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.45% 12 TYPE OF REPORTING PERSON* BK *SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 9 pages 4 CUSIP NO. 163596109 13G PAGE 4 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Fifth Third Bank as Trustee of the Chemed Corporation Savings and Investment Plan 31-6112825 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 5 SOLE VOTING POWER 0 Number of Shares 6 SHARED VOTING Beneficially POWER 50,522 Owned By Each Reporting 7 SOLE DISPOSITIVE Person With POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,522 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.52% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 9 pages 5 CUSIP NO. 163596109 13G PAGE 5 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Fifth Third Bank as Trustee of the Chemed Corporation Stock Ownership Plan 31-0791746 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation Plan I Plan II 5 SOLE VOTING POWER 0 0 Number of Shares 6 SHARED VOTING Beneficially POWER Owned By 0 0 Each Reporting 7 SOLE DISPOSITIVE Person With POWER 0 0 8 SHARED DISPOSITIVE POWER 789,135 607,691 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 789,135 607,691 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.05% 6.20% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 9 pages 6 ITEM 1 (A) NAME OF ISSUER: Chemed Corporation ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 2600 Chemed Center 255 E. Fifth Street Cincinnati, Ohio 45202 ITEM 2 (A)-(C) NAMES, ADDRESSES & CITIZENSHIP OF PERSONS FILING: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 The Fifth Third Bank 38 Fountain Square Plaza Cincinnati, Ohio 45263 The Fifth Third Bank, Trustee for the Chemed Corporation Savings & Investment Plan 38 Fountain Square Plaza Cincinnati, Ohio 45263 The Fifth Third Bank, Trustee for the Chemed Corporation Stock Ownership Plans 38 Fountain Square Plaza Cincinnati, Ohio 45263 ITEM 2 (D) TITLE OF CLASS OF SECURITIES: Common Stock, $1.00 par value ITEM 2 (E) CUSIP NUMBER: 163596109 ITEM 3 Fifth Third Bancorp is filing a parent holding company in accordance with Section 240.13(d-1)(b)(ii)(G) of the Exchange Act Rules. The Fifth Third Bank is filing as a bank in accordance with Section 240.13(d-1)3(a)(6) of the Exchange Act Rules. Page 6 of 9 pages 7 The Chemed Corporation Stock Ownership Plans I and II, by its trustee, The Fifth Third Bank, are filing as an Employee Benefit Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) in accordance with Section 240.13(d-1)(b)(ii)(F) of the Exchange Act Rules. The Chemed Corporation Savings and Investment Plan, by its trustee, The Fifth Third Bank, is filing as an Employee Benefit Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) in accordance with Section 240.13(d-1)(b)(ii)(F) of the Exchange Act Rules. ITEM 4. OWNERSHIP This report relates to an agregate of 1,554,279 outstanding shares of the common stock of Chemed Corporation, par value $1.00 per share, 50,522 of these shares are held by The Fifth Third Bank as Trustee of the Chemed Corporation Savings and Investment Plan, and 789,135 of these shares are held by The Fifth Third Bank as Trustee of the Chemed Corporation Stock Ownership Plan I and 607,691 of these shares are held by The Fifth Third Bank as Trsutee of Chemed Corporation Stock Ownership Plan II, which are joining in this report. The following tabulation sets forth the shares with respect of which voting rights are held or shared and those shares to which there is the power of disposal. (a) Amount Beneficially Owned: The Bank has neither voting power nor dispositive power with with respect to 40,197 shares of Chemed Corporation stock. The remaining 1,514,082 shares of the outstanding stock may be deemed beneficially held. Of this number, all of the 50,522 shares held for the Chemed Corporation Savings and Investment Plan have shared voting power and no dispositive power and all of such are deemed beneficially owned. All of the 789,135 shares held for the Chemed Corporation Stock Ownership Plan I and 607,691 shares held for Chemed Corporation Stock Ownership Plan II have no voting power and joint dispositive power and all of such shares are deemed beneficially owned. (b) Percentage of Class: The Fifth Third Bank as Trustee to the Chemed Corporation Savings and Investment Plan has 0.52% of the outstanding shares. The Fifth Third Bank as Trustee to the Chemed Corporation Stock Ownership Plan I has 8.05% of the outstanding shares and Trustee to Chemed Corporation Stock Ownership Plan II has 6.20% of the outstanding shares. The Fifth Third bank in other fiduciary relationships has .68%. Aggregate beneficial ownership by The Fifth Third Bank is 15.45%. Page 7 of 9 pages 8 (c) Number of Shares as to which such Person has:
Fifth Third Bank as Trustee for Fifth Third Bank as Fifth Third Fifth Chemed Corporation Trustee for Chemed Bank in Other Third Savings and Corporation Stock Fiduciary Bank Investment Plan Ownership Plan Holdings Total ------------------ ------------------- ------------- ------ Plan I Plan II (i) Sole Power to Vote or to Direct the Vote 0 0 0 66,734 66,734 (ii) Shared Power to Vote or to Direct the Vote 50,522 0 0 0 50,522 (iii) Sole Power to Dispose or to Direct the Disposition of 0 0 0 4,020 4,020 (iv) Shared Power to Dispose or to Direct the Disposition of 0 789,135 607,691 39,002 1,435,828
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable -------------- ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: This report is being joinly filed by The Fifth Third Bank which is the entity holding beneficial ownership of the shares being described herein and by Fifth Third Bancorp as its parent holding company, and The Fifth Third Bank as Trustee of employee benefits plans (Chemed Corporation Savings and Investment Plan and Chemed Corporation Stock Ownership Plans I and II) holding more than 5% of the outstanding stock with the issuer. Page 8 of 9 pages 9 ITEM 8-9 Not Applicable ITEM 10. CERTIFICATION By signing below, the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 7, 1994 February 7, 1994 - ---------------- ---------------- Date Date THE FIFTH THIRD BANK FIFTH THIRD BANCORP By: JOHN B. SCHMITZ By: MICHAEL K. KEATING ----------------------------- --------------------------- Name; John B. Schmitz Name: Michael K. Keating --------------------------- ------------------------- Title: Vice President and Trust Officer Title: Secretary February 7, 1994 February 7, 1994 - ---------------- ---------------- Date Date THE FIFTH THIRD BANK AS TRUSTEE THE FIFTH THIRD BANCORP AS TRUSTEE OF CHEMED CORPORATION SAVINGS OF CHEMED CORPORATION STOCK AND INVESTMENT PLAN OWNERSHIP PLAN By: JOHN B. SCHMITZ By: JOHN B. SCHMITZ ----------------------------- --------------------------- Name; John B. Schmitz Name: John B. Schmitz --------------------------- ------------------------- Title: Vice President and Trust Officer Title: Vice President and Trust Officer
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