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): March 16, 2009
CHEMED
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-8351
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31-0791746
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
Number)
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2600
Chemed Center
255
East 5th
Street
Cincinnati,
OH 45202
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(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (513)
762-6900
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
7.01. REGULATION
FD DISCLOSURE
On March 16, 2009, Chemed Corporation
(“Chemed”) issued a press release announcing its response to MMI Investments,
L.P.’s (“MMI”) proposal of February 12, 2009. A copy of the press
release, including the full text of Chemed’s letter to MMI, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this
Current Report on Form 8-K, including the Exhibit hereto, has been “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability under that
section. The information in this Current Report on Form 8-K,
including the Exhibit hereto, shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or
document.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 99.1. Chemed’s press
release dated March 16, 2009.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| CHEMED CORPORATION | |||
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Date:
March 16, 2009
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By:
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/s/ Arthur V. Tucker, Jr. | |
| Name: Arthur V. Tucker, Jr. | |||
| Title: Vice President and Controller | |||
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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99.1
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Press
release issued March 16, 2009 by
Chemed.
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Exhibit
99.1
CHEMED
CORPORATION RESPONDS TO LETTER FROM MMI INVESTMENTS, L.P.
CINCINNATI, March 16, 2009 – Chemed Corporation (Chemed)
(NYSE:CHE), today announced that it has responded to the letter sent by
MMI Investments, L.P. to the Board of Directors of Chemed on February 12,
2009.
The
Company’s response explains that Chemed has carefully considered MMI’s proposal
and that the Board of Directors of Chemed continues to believe that the
interests of the Company’s stockholders would be best served by maintaining
Chemed’s current corporate structure at this time. Accordingly,
Chemed does not currently intend to pursue a separation of its two businesses,
VITAS and Roto-Rooter, as MMI has proposed.
The full
text of the letter that Chemed sent to MMI follows:
March 16,
2009
MMI
Investments, L.P.
1370
Avenue of the Americas
New York,
NY 10019
Attention:
Clay Lifflander
Dear Mr.
Lifflander:
We
welcome MMI’s interest in Chemed. Together with our outside advisors,
our Board of Directors has carefully reviewed the structural changes proposed by
MMI and we have determined to leave Chemed’s structure unchanged at this
time.
Chemed
has a long history of creating value for its stockholders by prudently managing
and monetizing its diverse portfolio of businesses. The Board has
recognized the benefits to Chemed and its stockholders of strategic
divestitures, as evidenced by the Dubois Chemicals, Omnicare, National Sanitary
Supply and Patient Care transactions. The Board’s management has
provided stockholders with solid and consistent returns. Since the
announcement of Chemed’s acquisition of VITAS in December 2003, Chemed’s stock
has appreciated over 121%, at a compounded annual growth rate of over
15%.
As this
track record clearly demonstrates, Chemed’s Board of Directors is always willing
to make structural changes to advance the interests of the Company’s
stockholders. Due to our past success in unlocking value through
spin-offs and other strategic transactions, the Chemed Board regularly discusses
strategic alternatives for VITAS and Roto-Rooter, including their potential
separation. In fact, we began considering this possibility even prior
to completing our acquisition of VITAS.
Chemed, pg.
2
We agree
with the statement in your letter that, “A spin-off of one of Chemed’s businesses would
be relatively simple…given Chemed’s discrete
operating structure and minimal shared resources;” however it is important to
note that this statement is true only because the Board has already positioned
Chemed’s businesses to facilitate such a separation. Although we
firmly believe that our two businesses are currently more valuable to
stockholders together than apart, due to our foresight and planning, we are
well-positioned to separate the businesses if and when the time is
right.
Upon
receipt of your letter, the Board worked with our outside financial advisors,
Lazard LLC and J.P. Morgan Securities, Inc., and our outside counsel,
Cravath, Swaine & Moore LLP, to refresh our analysis of Chemed’s current
structure and to reconsider a potential separation of the
businesses. This recent review reconfirmed that executing a
separation in the current market environment, including the current state of the
equity and credit markets, would be risky and could impair, rather than create,
value for Chemed’s current stockholders. Value creation through a
spin-off is dependent on either strong capital markets with demand for small-cap
stocks or a vibrant M&A environment. Based on our analysis,
current stock market valuations and, as you termed it, the “moribund”
state of M&A, we believe that creating two smaller companies could be value
destructive to our stockholders.
In
summary, our track record of value-enhancing transactions and our actions to
position VITAS and Roto-Rooter as distinct standalone entities demonstrates that
the Board has long recognized the merits of the strategy MMI has
proposed. We agree that given the proper economic circumstances a
separation could create substantial shareholder value. However, we
firmly believe that now is not the right time to implement this
strategy.
As has
been our practice, the Board of Directors of Chemed will continue to regularly
review the benefits and feasibility of strategies designed to create shareholder
value. Once again, thank you for your input and for your interest in
Chemed.
Sincerely,
Kevin J.
McNamara
-more-
Chemed, pg.
3
About
Chemed
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.
Forward
Looking Statements
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 and 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.
Contacts
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David
P. Williams
Chemed Corporation 513-762-6901 |
Andy
Brimmer / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 |
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