SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d)
of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
EMPLOYEES SAVINGS & INVESTMENT PLAN
(Full title of the plan)
CHEMED CORPORATION
(Name of issuer of the securities held pursuant to the plan)
2600 Chemed Center, 255 E. 5th Street, Cincinnati, Ohio 45202
(Address of principal executive office)
Page 1 of 15
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS PAGE NUMBER
(a) Financial Statements
1. Report of Independent Accountants 4
2. Statement of Net Assets Available 5
for Benefits at December 31, 1993
and 1992
3. Statement of Changes in Net Assets 6
Available for Benefits for the
Years ended December 31, 1993
and 1992
4. Notes to Financial Statements 7
through
12
5. Schedules:
Schedule I -- Schedule of Reportable
Transactions 13
Schedule II -- Schedule of Assets Held
for Investment Purposes 14
6. Consent of Independent Accountants EX-23
Schedules not included have been omitted because they are not
applicable.
Page 2 of 15
(b) Exhibits
1. Chemed Corporation No. 1-8351 18
1993 Annual Report Form 10-K
3/29/94
2. Summary Plan No. 0-6260 (2)
Description Form 11-K
12/3/82
3. Employees Savings & No. 0-6260 (3)
Investment Plan as Form 11-K
qualified by the 3/28/87
Internal Revenue
Service on 8/28/86
4. Most recent Internal No. 0-6260 (4)
Revenue Service Form 11-K
determination letter 3/28/87
issued 8/28/86 with
respect to the Plan's
qualification pursuant
to Section 401(a) of
the Internal Revenue
Code of 1954, as amended
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee of the Employees Savings &
Investment Plan has caused this annual report to be signed by the
undersigned thereunto duly authorized.
EMPLOYEES SAVINGS & INVESTMENT PLAN
By: David J. Lohbeck, Chairman
Administrative Committee
Page 3 of 15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Employees Savings and Investment
Plan of Chemed Corporation
In our opinion, the accompanying statement of net assets available
for benefits, and the related statement of changes in net assets
available for benefits present fairly, in all material respects,
the net assets of the Employees Savings and Investment Plan of
Chemed Corporation at December 31, 1993 and 1992 and the changes in
net assets for the years then ended, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan administrator; our responsibility is to
express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
the plan administrator, and evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion of the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICE WATERHOUSE
Cincinnati, Ohio
April 13, 1994
Page 4 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
- - - ----------------------------------------------
December 31,
1993 1992
Assets:
Investments, at fair market value
(cost of $9,068,782 in 1993 and
$4,522,773 in 1992):
Chemed capital stock $1,556,507 $1,110,301
Omnicare capital stock 261,792 -
Mutual Funds 7,341,565 3,426,795
U.S. Government securities 56,830 73,355
Pooled investment funds 2,747 11,081
---------- ----------
9,219,441 4,621,532
---------- ----------
Receivables:
Accrued interest and dividends 938 453
Employee contributions 68,196 39,401
---------- ----------
69,134 39,854
---------- ----------
Cash 4,096 2,197
---------- ----------
Total assets 9,292,671 4,663,583
Accrued expenses (59,230) (59,840)
---------- ----------
Net assets available for benefits $9,233,441 $4,603,743
========== ==========
Reclassified to conform to 1993 presentation.
The accompanying notes are an integral part of these financial statements.
Page 5 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- - - ---------------------------------------------------------
Year Ended December 31,
1993 1992
Sources of assets:-
Contributions:
Employee $ 796,546 $ 508,041
Receipt of assets from the Omnicare
Employees S&I and Employee Stock
Ownership Plans (Note 9) 4,696,973 -
Investment income:
Realized loss on investments sold or
transferred during the year (Note 4) (639,791) (1,894,566)
Net appreciation/(depreciation) in fair
market value of investments held at
year end (Note 5) 63,134 (29,713)
Interest income and other income 384,547 426,916
Dividend income from Chemed capital stock 101,751 83,290
Dividend income from Omnicare capital
stock 6,493 -
----------- -----------
(83,866) (1,414,073)
----------- -----------
5,409,653 (906,032)
Application of assets:
Benefit payments to or on behalf of
participants (744,470) (854,040)
Administrative expenses (35,485) (49,443)
Transfer of assets to Diversey
Corporation (Note 9) - (51,928,606)
----------- -----------
Increase/(decrease) in assets 4,629,698 (53,738,121)
Net assets available for benefits:
Beginning of year 4,603,743 58,341,864
----------- -----------
End of year $ 9,233,441 $ 4,603,743
=========== ===========
The accompanying notes are in integral part of these financial statements.
Page 6 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- - - -----------------------------------
1. GENERAL DESCRIPTION OF THE PLAN
The Employees Savings and Investment Plan of Chemed Corporation (the
Plan) is a defined contribution plan available to all full-time
employees of participating units of Chemed Corporation (Chemed) (except
those covered by collective bargaining agreements) who have completed
at least six months of continuous service.
Employees can contribute from 1% to 12% of their compensation to the
Plan. All employee contributions are fully vested. The employer (on
a participating unit basis) may elect to make a supplemental
contribution to the Plan up to an additional 75% of the first 6% of an
employee's contribution (basic contribution). Additionally,
contributions which Chemed makes to the Chemed Corporation Employee
Stock Ownership Plan II (ESOP II) are distributed to an employee's ESOP
II account based on the ratio of the employee's basic contribution to
the Plan to the total Chemed employee basic contributions to the Plan.
Participants vest in the Chemed contributions in 20% increments after
three years of service and are fully vested after seven years of
service. Additionally, participants are fully vested in Chemed
contributions upon normal retirement, death or total permanent
disability incurred while in the service of Chemed. Non-vested Chemed
contributions which are forfeited by withdrawals from the Plan are used
by Chemed to reduce Chemed's future supplemental contributions to the
Plan. Participants who incur forfeitures under the Plan are permitted
to restore the amount of such forfeiture by paying the Plan, subject to
certain limitations, the entire withdrawn amount which gave rise to the
forfeiture. Forfeitures are not permitted to be restored to the
participants' accounts after the occurrence of five consecutive one
year breaks-in-service.
Investment of employee contributions are made in accordance with
employee elections and stipulated Plan provisions. Effective December
1, 1993 the Plan was amended to eliminate the fixed income and
diversified funds. These funds were replaced by five mutual funds of
the Vanguard Group: the Asset Allocation Fund, the Index Trust 500
Portfolio, the U.S. Growth Portfolio, the Admiral Intermediate-Term
U.S. Treasury Portfolio and the Admiral Short-Term U.S. Treasury
Portfolio. At December 31, 1993, assets of the Plan are maintained in
seven funds: the five Vanguard Funds, the Chemed stock fund, and the
Omnicare stock fund. Note that the Omnicare stock fund exists only to
maintain funds invested by participants of The Veratex Group, formerly
a part of Omnicare (Note 9). No new contributions or transfers can be
made to this fund. Coincident with
the introduction of the Vanguard Funds, the Plan was also amended to
allow participants to transfer funds among the various investment
options. Chemed contributions are invested in Chemed capital stock.
Page 7 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- - - -----------------------------------
Purchases of Chemed stock are made by the Plan's trustee on the open
market.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
Investments of the Plan are valued at fair market value. Market values
are determined principally from quoted market values for all
investments except investments in pooled investment funds which are
valued at the net asset value of each fund. Cost is determined using
the weighted average cost of securities owned.
CONTRIBUTIONS
Employee contributions are made through regular payroll deductions and
are paid into the Plan within five working days of the end of the
calendar month in which the deductions are made.
SECURITY TRANSACTIONS
Realized gains or losses on investments sold or transferred during the
year represent the difference between proceeds received and the
previous market value; previous market value represents the market
value of the investments as of the beginning of the year or, in the
case of investments acquired during the year, the investments'
acquisition cost.
RECOGNITION OF INCOME AND EXPENSES
Contributions, income from investments, benefit payments and expenses
are recorded on the accrual basis. Chemed supplemental contributions
are recorded when awarded by Chemed's Board of Directors. Transfers of
net assets available for benefits to other benefit plans are recorded
when the transfers are made.
EXPENSES OF THE PLAN
Expenses of the Plan comprise expenditures for services rendered by
independent third parties and for recordkeeping services rendered by
Chemed's Financial Benefits Administration Department. Unless paid by
Chemed, all such expenses incurred in the administration of the Plan
are paid by the Plan.
3. TAX STATUS OF THE PLAN
Income taxes are not provided in the accompanying financial statements
since the Plan is a qualified plan under Section 401(a) of the Internal
Revenue Code and has been approved by the Secretary of the Treasury.
Participants' contributions are taxable in the year of contribution,
except for those contributions which participants elect to be
considered as contributions under Internal Revenue Code Section 401(k).
Participants are liable for federal income taxes relative to their
Section 401(k) contributions, Chemed contributions and the earnings of
the Plan when the contributions and earnings are distributed to them.
Page 8 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- - - -----------------------------------
4. REALIZED GAIN/(LOSS) ON INVESTMENTS SOLD OR TRANSFERRED
The following table summarizes gains/(losses) realized on the sale or
transfer of investments:
Year Ended December 31,
1993 1992
Pooled investment funds:
Aggregate proceeds from sale $ 10,522 $ 1,163,758
Aggregate previous market value of
securities 10,212 1,176,919
----------- -----------
Net gain/(loss) 310 (13,161)
----------- -----------
Chemed capital stock:
Aggregate proceeds from sale 30,240 16,957,194
Aggregate previous market value of
securities 27,550 18,608,296
----------- -----------
Net gain/(loss) 2,690 (1,651,102)
----------- -----------
Omnicare capital stock:
Aggregate proceeds from sale 1,622,013 -
Aggregate previous market value of
securities 2,362,804 -
----------- -----------
Net loss (740,791) -
----------- -----------
U.S. Treasury obligations:
Aggregate proceeds from sale 2,478,459 31,129,772
Aggregate previous market value of
securities 2,478,459 31,365,805
----------- -----------
Net loss - (236,033)
----------- -----------
Mutual funds:
Aggregate proceeds from sale 8,275,632 2,377,021
Aggregate previous market value of
securities 8,177,632 2,371,291
----------- -----------
Net gain 98,000 5,730
----------- -----------
Total Realized Loss $ (639,791) $(1,894,566)
=========== ===========
Page 9 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- - - -----------------------------------
5. NET APPRECIATION/(DEPRECIATION) IN FAIR MARKET VALUE OF INVESTMENTS
The following table summarizes the net appreciation/depreciation in
fair market value of investments held at year end:
Year Ended December 31,
1993 1992
Pooled investment funds $ 13 <2,027>
Chemed capital stock 159,662 (25,599)
Omnicare capital stock 24,543 -
Mutual funds (121,084) (2,087)
----------- -----------
$ 63,134 $ (29,713)
=========== ===========
6. COLLECTIVE THRIFT PLAN TRUST OF CHEMED CORPORATION
In the prior year, all assets of the Plan were held by the Collective
Thrift Plan Trust of Chemed Corporation, in which the Plan owned an
undivided interest. Effective January 1, 1993 the Collective Thrift
Plan Trust was dissolved and the Plan's assets were held in a separate
trust solely for the Plan.
At December 31, 1992 the Collective Thrift Plan Trust's net assets
available for benefits were $8,057,178, of which the Plan owned an
approximate 57% interest.
7. RECLASSIFICATIONS
Certain reclassifications have been made to the financial statements
for 1992 to conform with the financial statement presentation for 1993.
Page 10 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- - - -----------------------------------
8. INVESTMENT FUNDS OF THE PLAN
The table below provides summarized data with respect to the investment
funds described in Note 1 for the two years ended December 31, 1993:
Vanguard Mutual Funds
---------------------
Fixed Short Intermediate Asset Index
Income Term Term Allocation 500
Fund Fund Fund Fund Portfolio
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1991 $ 33,779,822 $ - $ - $ - $ -
Contributions 459,780 - - - -
Investment income and
transfers 114,399 - - - -
Benefit payments and expenses (568,231) - - - -
Transfer of assets (30,735,309) - - - -
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1992 $ 3,050,461 - - - -
Contributions 529,788 30,269 15,172 47,385 36,410
Investment income and
transfers (4,657,111) 1,772,251 1,212,905 2,361,219 1,146,681
Benefit payments and expenses (458,070) (38,857) (1,653) (3,921) (554)
Transfer of assets 1,535,501 - - - -
------------- ------------- ------------- ------------- -------------
Balance at December, 1993 $ 569 $ 1,763,663 $ 1,226,424 $ 2,404,683 $ 1,182,537
============= ============= ============= ============= =============
Vanguard Mutual Funds (Continued)
---------------------------------
U.S. Diversified Chemed Omnicare
Growth Investment Stock Stock
Portfolio Fund Fund Fund Total
------------- ------------- ------------- ------------- ------------
Balance at December 31, 1991 $ - $ 4,522,921 $ 20,039,121 $ - $ 58,341,864
Contributions - 35,601 12,660 - 508,041
Investment income and
transfers - 60,596 (1,589,068) - (1,414,073)
Benefit payments and expenses - (97,827) (237,425) - (903,483)
Transfer of assets - (4,089,385) (17,103,912) - (51,928,606)
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1992 $ - $ 431,906 $ 1,121,376 $ - $ 4,603,743
Contributions 23,181 97,753 16,588 - 796,546
Investment income and
transfers 809,147 (741,859) 204,555 (2,191,654) (83,866)
Benefit payments and expenses (942) (83,781) (44,967) (147,210) (779,955)
Transfer of assets - 298,728 261,421 2,601,323 4,696,973
------------ ------------- ------------- ------------- -------------
Balance at December, 1993 $ 831,386 $ 2,747 $ 1,558,973 $ 262,459 $ 9,233,441
============ ============= ============= ============= =============
Page 11 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- - - -----------------------------------
9. TRANSFER OF ASSETS
Effective April 2, 1991, Chemed sold the business and assets of its
DuBois subsidiary to Diversey, a subsidiary of the Molson Companies
Limited. As a result of the sale agreement and for administrative
purposes, assets of the Chemed Corporation Employee Stock Ownership
Plans relative to DuBois employees were transferred to the stock fund
of the Employees Savings and Investment Plan of Chemed Corporation on
July 1, 1991.
In accordance with the sale agreement, DuBois employees were permitted
to participate in the Plan through December 31, 1991. In January 1992,
all assets of the Plan's trust relative to DuBois employees were
transferred to the existing Diversey Corp. Thrift Savings Plan.
In December 1992, Chemed purchased The Veratex Group from Omnicare. As
a result of the purchase and for administrative purposes, employees of
The Veratex Group became eligible for participation in the Plan
effective January 1, 1993. Assets of the Omnicare Employees Savings
and Investment and Employee Stock Ownership Plans relative to the
Veratex employees were transferred to the Employees Savings and
Investment Plan of Chemed Corporation as of February 25, 1993.
10. BENEFITS PAYABLE
Net assets available for plan benefits include benefits payable to
participants who have died, become disabled, retired or terminated
employment. This treatment results in a difference between the Plan's
Form 5500 and the financial statements. Benefits payable are as
follows:
December 31,
1993 1992
Fixed Income Fund $ - $ 913,986
Diversified Fund - 228,570
Chemed Stock Fund 380,134 336,728
Omnicare Stock Fund 13,084 -
Admiral Short-Term U.S. Treasury Portfolio 368,143 -
Admiral Intermediate-Term U.S. Treasury
Portfolio 339,021 -
Asset Allocation Fund 276,232 -
Index Trust 500 Portfolio 77,317 -
U.S. Growth Portfolio 61,889 -
---------- ----------
$1,515,820 $1,479,284
========== ==========
Page 12 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1993
- - - ------------------------------------
Fair Market
Previous Value of
Market Asset on
Purchase Value of Selling Transaction Net Gain
Identity of Party Involved Description of Asset Price Asset Price Date or/(Loss)
- - - -------------------------- ------------------------- ------------ ----------- ----------- ------------ ------------
Fifth Third Bank U.S. Treasury Money $ 2,477,285 $ 2,477,285
Market Fund $ 2,527,373 $ 2,527,373 2,527,373
Stein, Roe & Farnham Government Reserves 2,723,506 2,723,506
Mutual Fund 4,159,328 4,159,328 4,159,328
Stein, Roe & Farnham Government Income 1,008,511 1,008,511
Mutual Fund 2,604,243 2,612,410 2,612,410 $ 8,167
Stein, Roe & Farnham Government Intermediate 415,877 415,877
Bond Mutual Fund 575,805 575,944 575,944 139
Stein, Roe & Farnham Special Mutual Fund 560,000 560,000
795,313 885,047 885,047 89,734
Vanguard Group Admiral Short-Term U.S. 1,787,294 1,787,294
Treasury Portfolio Fund
Vanguard Group Admiral Intermediate-Term 1,234,219 1,234,219
U.S. Treasury Portfolio Fund
Vanguard Group Asset Allocation Fund 2,491,397 2,491,397
Vanguard Group Index Trust 500 Portfolio
Fund 1,166,609 1,166,609
Vanguard Group U.S. Growth Portfolio Fund 826,071 826,071
Fifth Third Bank Omnicare Capital Stock 2,158,760 1,478,297 1,478,297 (680,463)
This schedule reports those assets purchased and/or sold during the current period that are in excess of 5% of the
fair market value of Trust assets as required by ERISA Section 2520.103-6 and IRS Form 5500 item 27.d.
Page 13 of 15
CHEMED CORPORATION
EMPLOYEES SAVINGS & INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
- - - ------------------------------------------------
Fair market
Identity of issuer Description of investment Cost value
- - - ------------------------------ ----------------------------------- ------------- -----------
Chemed Corporation 51,033 Shares of Capital Stock $ 1,310,172 $ 1,556,507
Omnicare Incorporated 8,181 Shares of Capital Stock 237,249 261,792
U.S. Treasury 56,830 units 56,830 56,830
U.S. Treasury Money Market Fund
Vanguard 170,990 units 1,749,246 1,749,231
Mutual Fund Admiral Short-Term U.S. Treasury
Portfolio Fund
Vanguard 116,346 units 1,233,075 1,219,302
Mutual Fund Admiral Intermediate-Term U.S.
Treasury Portfolio Fund
Vanguard 165,002 units 2,488,330 2,384,273
Mutual Fund Asset Allocation Fund
Vanguard 26,633 units 1,166,530 1,167,324
Mutual Fund Index Trust 500 Portfolio Fund
Vanguard 55,019 units 825,468 821,435
Mutual Fund U.S. Growth Portfolio Fund
Morgan Guaranty Trust
Co. Commingled 42 units
Pension Trust Funds Convertible Bond Fund 1,882 2,747
------------ ------------
Total Assets Held for Investment Purposes $ 9,068,782 $ 9,219,441
============ ============
This schedule includes those assets required to be reported under ERISA Section 2520.103-11 and IRS Form 5500 Item 27.a.
Page 14 of 15
EX-23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration statement of Chemed Corporation on Form S-8 relating
to the Employees Savings & Investment Plan of Chemed Corporation of
our report dated April 13, 1994 which appears on page 4 of Form 11-
K.
PRICE WATERHOUSE
Cincinnati, Ohio
June 15, 1994
Page 15 of 15
