-----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, RCj/qtT1eAsgca0siUDI70BLB7NWIRASAN7POoI23Qu1XwItsk0FtErPHAJz8Nj1 9IvEsbaErLHE1p7qJc6BAw== 0001157523-07-003331.txt : 20070405 0001157523-07-003331.hdr.sgml : 20070405 20070405142040 ACCESSION NUMBER: 0001157523-07-003331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070404 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070405 DATE AS OF CHANGE: 20070405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMED CORP CENTRAL INDEX KEY: 0000019584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] 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: 07751502 BUSINESS ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: (513)762-6900 MAIL ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 E FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: ROTO-ROOTER INC DATE OF NAME CHANGE: 20030613 FORMER COMPANY: FORMER CONFORMED NAME: CHEMED CORP DATE OF NAME CHANGE: 19920703 8-K 1 a5370926.txt CHEMED CORPORATION 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 4, 2007 CHEMED CORPORATION (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 8.01 Other Events The Registrant announced April 4, 2007, that it issued a notice of redemption, to redeem on May 4, 2007, subject to the satisfaction or waiver of the condition referred to below, the entire $150 million aggregate principal amount of its 8-3/4% Senior Notes due 2011 (Notes). This redemption is being made pursuant to the terms of the indenture dated February 24, 2004 at a redemption price of 104.375% of the principal amount of the Notes together with accrued but unpaid interest. This redemption is contingent upon the completion of one or more financing transactions by the Company prior to May 4, 2007, with terms that are reasonably satisfactory to the registrant. Accordingly, redemption will not occur, and none of the Notes will be deemed due and payable, on May 4, 2007, unless this financing condition is satisfied or waived by Chemed. On the redemption date, assuming satisfaction or waiver of the financing condition, the redemption price will become due and payable on all outstanding Notes. Upon redemption, interest on the Notes will cease to accrue on and after the redemption date, and the only remaining right of the holders of the Notes after such date will be to receive payment of the redemption price and accrued interest upon surrender of the Notes If and when the redemption is completed the Company will incur a pretax charge of $11.5 million, comprising the write-off of deferred financing and other costs ($4.9 million) related to the Notes and the payment of the 4.375% redemption premium ($6.6 million). This charge will be classified as a loss on extinguishment of debt in the consolidated statement of income. Item 9.01 Financial Statements and Exhibits. c) Exhibits (99.1) Registrant's press release dated April 4, 2007. (99.2) Registrant's Notice of Redemption dated April 4, 2007. 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. CHEMED CORPORATION Dated: April 5, 2007 By: /s/ Arthur V. Tucker, Jr. --------------- ------------------------- Arthur V. Tucker, Jr. Vice President and Controller Page 2 of 2 EX-99.1 2 a5370926ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 Chemed Corporation Announces Intention to Redeem All 8-3/4% Senior Notes Due 2011 CINCINNATI--(BUSINESS WIRE)--April 4, 2007--Chemed Corporation ("Chemed") (NYSE:CHE) today issued a notice of redemption, to redeem on May 4, 2007, subject to the satisfaction or waiver of the condition referred to below, the entire $150 million aggregate principal amount of its 8-3/4% Senior Notes due 2011 (Notes). This redemption is being made pursuant to the terms of the indenture dated February 24, 2004 at a redemption price of 104.375% of the principal amount of the Notes together with accrued but unpaid interest. This redemption is contingent upon the completion of one or more financing transactions by the Company prior to May 4, 2007, with terms that are reasonably satisfactory to Chemed. Accordingly, redemption will not occur, and none of the Notes will be deemed due and payable on May 4, 2007, unless this financing condition is satisfied or waived by Chemed. On the redemption date, assuming satisfaction or waiver of the financing condition, the redemption price will become due and payable on all outstanding Notes. Upon redemption, interest on the Notes will cease to accrue on and after the redemption date, and the only remaining right of the holders of the Notes after such date will be to receive payment of the redemption price and accrued interest upon surrender of the Notes to LaSalle Bank National Association, as paying agent. Listed on the New York Stock Exchange and headquartered in Cincinnati, Ohio, Chemed Corporation (www.chemed.com) operates two wholly owned subsidiaries: VITAS Healthcare and Roto-Rooter. VITAS is the nation's largest provider of end-of-life hospice care and Roto-Rooter is the nation's leading provider of plumbing and drain cleaning services. Statements in this press release or in other Chemed communications may relate to future events or Chemed's future performance. Such statements are forward-looking statements and are based on present information Chemed 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 Chemed 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 EX-99.2 3 a5370926ex992.txt EXHIBIT 99.2 EXHIBIT 99.2 NOTICE OF REDEMPTION To the Holders of All Outstanding CHEMED CORPORATION (AS SUCCESSOR TO ROTO-ROOTER, INC.) 8-3/4% Senior Notes due February 24, 2011 (CUSIP No. 778787AD3) April 4, 2007 NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Indenture, dated as of February 24, 2004 (the "Indenture"), by and between Chemed Corporation (as successor to Roto-Rooter, Inc., the "Company"), as issuer, and LaSalle Bank National Association, as trustee (the "Trustee"), relating to the Company's 8-3/4% Senior Notes due 2011 (the "Securities"), the Company has elected to redeem, and will redeem on May 4, 2007 (the "Redemption Date"), all of the outstanding Securities, at a redemption price (the "Redemption Price") of 104.375% of the principal amount of the Securities together with accrued but unpaid interest, if any, to but excluding the Redemption Date. The redemption is subject to the completion of one or more financing transactions by the Company that are reasonably satisfactory to the Company and result in aggregate net proceeds to the Company of not less than $275 million on or prior to the Redemption Date (the "Refinancing Conditions"). On the Redemption Date, assuming satisfaction of the Refinancing Conditions, the Redemption Price will become due and payable on all outstanding Securities. Unless the Company defaults in the payment of the Redemption Price, interest on the Securities will cease to accrue on and after the Redemption Date, and the only remaining right of the holders of the Securities after such date will be to receive payment of the Redemption Price upon surrender of the Securities to LaSalle Bank National Association, as paying agent (the "Paying Agent"). The Securities called for redemption must be surrendered to the Paying Agent at the following address to collect the Redemption Price. By Overnight Courier, by Hand or by Registered or Certified Mail: -------------------------------- LaSalle Bank National Association 135 S. LaSalle Street Suite 1560 Chicago, IL 60603 Attention: Margaret M. Muir The method chosen for the delivery of the Securities is at the option and risk of the holder. If delivery is by mail, use of registered or certified mail, properly insured is suggested. The CUSIP number has been assigned to the Securities by an organization not affiliated with the Company or the Trustee and is included solely for the convenience of the securityholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to its correctness on the Securities or as indicated in this redemption notice. -----END PRIVACY-ENHANCED MESSAGE-----