-----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, Vss7Qd4oyF/awdCdkayMwNExI1Kfp2gwYSH5LtUh8IO6FDw+GeUd4Kbe0TI1C+Rp +0MT/yTnPohySyFHyoOpwg== 0001157523-04-004987.txt : 20040518 0001157523-04-004987.hdr.sgml : 20040518 20040518151847 ACCESSION NUMBER: 0001157523-04-004987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040517 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040518 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: 04816039 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 a4643802.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): May 17, 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 The Registrant announced May 18, 2004 that, effective May 17, 2004, it has changed its name to "Chemed Corporation" and has increased the number of authorized shares from 15 million to 40 million. The Registrant's press release, dated May 18, 2004, is attached as an exhibit to this report. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits c) Exhibits (99.1) Registrant's press release dated May 18, 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: May 18, 2004 By: /s/ Arthur V. Tucker, Jr. ------------- -------------------------- Arthur V. Tucker, Jr. Vice President and Controller Page 2 of 2 EX-99.1 2 a4643802ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Roto-Rooter Holds Annual Stockholders' Meeting; Shareholders Approve Name Change to Chemed Corporation; Board Declares Quarterly Dividend CINCINNATI--(BUSINESS WIRE)--May 18, 2004--Stockholders of Roto-Rooter, Inc. (NYSE:RRR), approved changing the company's name to Chemed Corporation at yesterday's annual meeting of stockholders. The name change will take effect as soon as practicable, and the company's stock will continue to be listed on the New York Stock Exchange under the new symbol CHE (NYSE:CHE). Also at the meeting, shareholders elected a slate of 12 directors, increasing the number of directors by one. The new director, Donald Breen, 51, a senior vice president of John Morrell & Co., is an independent director based on New York Stock Exchange standards. Shareholders also adopted the company's 2004 Stock Incentive Plan, amended the Company's 2002 Executive Long-Term Incentive Plan to permit awards to be paid in shares of capital stock as well as in cash, and increased the number of authorized shares of capital stock from 15,000,000 to 40,000,000 shares. Dividend Declared Following the meeting, the Board of Directors declared a quarterly cash dividend of 12 cents per share on the company's capital stock, payable on June 10, 2004, to stockholders of record on May 28, 2004. This represents the 132nd consecutive quarterly dividend paid to shareholders in 33 years as a public company. The Board of Directors also elected Edward L. Hutton, previously chairman of the company, as Chairman of the Board. Listed on the New York Stock Exchange and headquartered in Cincinnati, Ohio, Chemed Corporation (www.chemed.com) is the nation's largest provider of end-of-life hospice care services through its VITAS Healthcare Corporation subsidiary. Chemed also maintains a presence in the residential and commercial repair-and-maintenance industry through two subsidiaries. Roto-Rooter is North America's largest provider of plumbing and drain cleaning services. Service America Network Inc. provides major-appliance and heating/air-conditioning repair, maintenance, and replacement services. Statements in this press release or in other Company communications may relate to future events or the Company's future performance. Such statements are forward-looking statements and are based on present information the Company 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 the Company does not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. CONTACT: Chemed Corporation David P. Williams, 513-762-6901 -----END PRIVACY-ENHANCED MESSAGE-----