UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
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1934
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No. )
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CHEMED
CORPORATION
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(Name
of Registrant as Specified in Its Charter)
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MMI
INVESTMENTS, L.P.
MCM
CAPITAL MANAGEMENT, LLC
JOHN
S. DYSON
CLAY
B. LIFFLANDER
SCOTT
J. CROMIE
JAMES
FOY
PETER
A. MICHEL
CARROLL
R. WETZEL,
JR.
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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On April
27, 2009, MMI Investments, L.P. (“MMI Investments”), together with the other
participants named herein (collectively, the “MMI Group”), made a definitive
filing with the Securities and Exchange Commission of a proxy statement and
accompanying GOLD proxy to be used to solicit votes for the election of its
slate of director nominees at the at the 2009 annual meeting of stockholders
(the “Annual Meeting”) of Chemed Corporation (the “Company”).
Item
1: On May 20, 2009, MMI Investments issued the following press
release announcing the withdrawal of its slate of nominees for election to the
Board of Directors of the Company at the Annual Meeting. The MMI Group will not vote any
proxies received from stockholders of the Company at the Annual
Meeting.
MMI
WITHDRAWS ITS NOMINATION OF DIRECTORS FOR THE CHEMED BOARD
NEW YORK, NY, May 20, 2009 --
MMI Investments, L.P. (“MMI”) today announced that it has sent a letter to the
board of Chemed Corporation (“Chemed”) withdrawing its nomination of director
candidates for Chemed’s board.
The full
text of MMI’s letter follows:
May 20,
2009
The Board
of Directors
c/o
Chairman George J. Walsh III
Chemed
Corporation
2600
Chemed Center
255 East
Fifth Street
Cincinnati,
Ohio 45202-4726
Dear
Members of the Board,
Enclosed
please find a copy of MMI Investments, L.P. (“MMI”) formal withdrawal letter
concerning MMI’s nomination of directors for election to the Chemed
Corporation's (“Chemed”) Board of Directors at the upcoming 2009 annual meeting.
We congratulate you on a well–waged election contest. While we feel that any of
our candidates would have added significant value to the Chemed board, we do
feel that there have been some positive outcomes as a result of the
contest.
We
welcome Chemed replacing two insider directors in its own words, “in response to
MMI’s announcement”, with two qualified and independent directors. We
know both Ernie Mrozek and Tom Rice and consider them to be accomplished
executives with reputations for high integrity and competency. We are
pleased that our actions resulted in Ernie and Tom being nominated for election
to the board.
We are
also gratified by Chief Executive Officer Kevin McNamara’s acknowledgement, in
response to our demand for a tax-free spin-off and contrary to his prior public
position, that such a transaction is easily practicable and “could create
substantial shareholder value.” We hope that management, the board
and your financial advisors will focus on the tax free spin-off on an ongoing
basis with a particular eye on the tax leakage avoided compared to other
potential transactions to separate these two businesses that we both have agreed
do not belong together over the long run. In citing the timing of such a
transaction as the primary difference in viewpoint between Chemed and MMI,
Chemed’s board and management has in our view made a promise to stockholders
that as markets stabilize, you will act.
MMI
intends to remain a significant stockholder and hopes that we can continue to
engage in constructive dialogue in the future regarding our mutual objective of
seeing future value creation and maximization at Chemed.
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Sincerely,
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Clay
Lifflander
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