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 20, 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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þ
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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
8.01. OTHER
EVENTS
On March 20, 2009, Chemed Corporation
(“Chemed”) issued a press release announcing its response to MMI Investments,
L.P.’s letter of March 19, 2009. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01. FINANCIAL STATEMENTS
AND EXHIBITS
(d) Exhibits
Exhibit 99.1. Chemed’s press
release dated March 20, 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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Dated: March
20, 2009
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/s/ Arthur V. Tucker, Jr. | |
| Name: Arthur V. Tucker, Jr. | |||
| Title: Vice President and Controller | |||
EXHIBIT
INDEX
Exhibit
Number Description
99.1
Press release issued March 20, 2009 by Chemed.
Exhibit 99.1
CHEMED
CORPORATION ISSUES STATEMENT
REGARDING 2009
ANNUAL MEETING OF STOCKHOLDERS
CINCINNATI
– March 20, 2009 – Chemed Corporation
(NYSE:CHE) today confirmed
receipt of notice from MMI Investments, L.P. announcing MMI’s intent to nominate
a slate of five director candidates to stand for election at the Company’s 2009
Annual Meeting, which is currently scheduled for May 18, 2009. The
Board of Directors of Chemed will review this matter in due
course.
Chemed
issued the following statement:
“As
indicated in our response to MMI’s letter of February 12, 2009, we continue to
believe that the interests of Chemed’s stockholders would be best served by
maintaining Chemed’s current corporate structure at this time. The
Board has long considered the possibility of separating VITAS and Roto-Rooter
and has already positioned Chemed’s businesses to facilitate such a
separation. While a separation could create substantial shareholder
value in a different market environment, we firmly believe that, given the
present state of the equity and debt markets, implementing a separation could
impair value for our stockholders and now is not the right time to implement
this strategy.
“Chemed’s
Board has a history of success in unlocking value through spin-offs and other
strategic transactions and in providing stockholders with solid and consistent
returns. In fact, 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%.”
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.
Important
Information
Chemed
Corporation plans to file with the Securities and Exchange Commission (the
“SEC”) and mail to its stockholders a proxy statement in connection with its
2009 Annual Meeting. Investors and security holders are urged to read the proxy
statement relating to the 2009 Annual Meeting and any other relevant documents
filed with the SEC when they become available, because they will contain
important information. Investors and security holders may obtain a free copy of
the proxy statement and other documents (when available) that Chemed files with
the SEC at the SEC’s website at www.sec.gov and Chemed’s website
at www.chemed.com. In addition, the proxy statement and other documents filed by
Chemed with the SEC may be obtained from Chemed free of charge by directing a
request to Chemed Corporation, Attn: Investor Relations, Chemed Corporation,
2600 Chemed Center, 255 East Fifth Street, Cincinnati,
OH 45202-4726.
Certain
Information Regarding Participants
Chemed
Corporation, its directors and certain executive officers and employees may be
deemed to be participants in the solicitation of Chemed’s security holders in
connection with its 2009 Annual Meeting. Security holders may obtain information
regarding the names, affiliations and interests of such individuals in Chemed’s
Annual Report on Form 10-K for the year ended December 31, 2008,
which was filed with the SEC on February 27, 2009, and its proxy statement
for the 2008 Annual Meeting, which was filed with the SEC on April 8, 2008. To
the extent holdings of Chemed securities have changed since the amounts printed
in the proxy statement for the 2008 Annual Meeting, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information regarding the interests of such individuals can also
be obtained from the proxy statement relating to the 2009 Annual Meeting when it
is filed by Chemed with the SEC. These documents (when available) may
be obtained free of charge from the SEC’s website at www.sec.gov and Chemed’s website
at www.chemed.com.
Contacts
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David
P. Williams
Chemed
Corporation
513-762-6901
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Andy
Brimmer / Andrew Siegel
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
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