-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jq4gnq9vkebmwXXZ1x+vbbkVDubHVAejt5O2jiWXOo3dXlN6wLoPFtnFFeRiJgMY F5V3aWBRwvNcSG/fHZ8j0w== 0001157523-04-003081.txt : 20040407 0001157523-04-003081.hdr.sgml : 20040407 20040407164418 ACCESSION NUMBER: 0001157523-04-003081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040407 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROTO-ROOTER INC CENTRAL INDEX KEY: 0000019584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 310791746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08351 FILM NUMBER: 04722682 BUSINESS ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137626900 MAIL ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 E FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: CHEMED CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4611054.txt ROTO-ROOTER 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 7, 2004 ROTO-ROOTER INC. (Exact name of registrant as specified in its charter) Delaware 1-8351 31-0791746 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation) Number) 2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 762-6900 Page 1 of 2 Item 5. Other Events On April 7, 2004 Roto-Rooter, Inc. announced it is electing to optionally redeem its Convertible Junior Subordinated Debentures due 2030 and all shares of Convertible Preferred Trust securities and Common Securities of the Chemed Capital Trust. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits c) Exhibits (99.1) Registrant's press release dated April 7, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROTO-ROOTER INC. Dated: April 7, 2004 By: /s/ Arthur V. Tucker, Jr. -------------- -------------------------- Arthur V. Tucker, Jr. Vice President and Controller Page 2 of 2 EX-99.1 3 a4611054ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Roto-Rooter Inc. Announces Redemption of Chemed Capital Trust Preferred Securities CINCINNATI--(BUSINESS WIRE)--April 7, 2004--Roto-Rooter Inc. (NYSE:RRR) (OTCBB:CHEQP) today announced that on May 18, 2004, it will redeem all of the Convertible Trust Preferred Securities ("Preferred Securities") of the Chemed Capital Trust for a redemption price of $27.00 per $27.00 principal amount, plus all accrued and unpaid distributions on the Preferred Securities to the redemption date. Accordingly, an additional distribution of $.35 per security for the period March 15, 2004, to May 18, 2004, will be paid to holders, for an aggregate total price of $27.35 per security. Holders of the Preferred Securities retain their right to convert their Preferred Securities into shares of Roto-Rooter Inc. Capital Stock until 5 p.m., EDT, May 17, 2004. Preferred Securities are redeemable at the rate of .73 share of Roto-Rooter Capital Stock for each $27.00 in aggregate principal amount of Preferred Securities, an exchange ratio equal to a price of $37.00 per share. All holders of Preferred Securities will be mailed the necessary forms to effect the conversion, should they so choose, of their Preferred Securities into shares of Roto-Rooter Inc. Capital Stock. Holders who do not convert their Preferred Securities by 5 p.m., EDT, May 17, 2004, will be paid the redemption price of $27.35 per security. Approximately 518,000 shares of Preferred Securities were outstanding as of April 1, 2004. Roto-Rooter Capital Stock closed on April 1, 2004, at $54.16 per share. Listed on the New York Stock Exchange and headquartered in Cincinnati, Ohio, Roto-Rooter Inc. (www.rotorooterinc.com) operates in the residential and commercial repair-and-maintenance-service industry under the names Roto-Rooter and Service America Network Inc. Roto-Rooter also operates in the healthcare field through its VITAS Healthcare Corporation subsidiary. VITAS is the nation's largest provider of end-of-life hospice care services. Roto-Rooter is North America's largest provider of plumbing and drain cleaning services. Service America provides major-appliance and heating/air-conditioning repair, maintenance, and replacement services. Statements in this press release or in other Roto-Rooter communications may relate to future events or Roto-Rooter's future performance. Such statements are forward-looking statements and are based on present information Roto-Rooter has related to its existing business circumstances. Investors are cautioned that such forward-looking statements are subject to inherent risk that actual results may differ materially from such forward-looking statements. Further, investors are cautioned that Roto-Rooter does not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. CONTACT: Roto-Rooter Inc. David P. Williams, 513-762-6901 -----END PRIVACY-ENHANCED MESSAGE-----