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FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 1996
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State of incorporation (Commission File No.) (I.R.S.Employer
or organization) Identification
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
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Item 5. Other Events
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Chemed Corporation ("Company") announced on August 8,
1996, that it intends to commence a tender offer to acquire any
and all of the outstanding shares of common stock of Roto-Rooter,
Inc. (a 58% - owned subsidiary of the Company) currently not held
by the Company (approximately 2,160,000 shares), for a cash price
of $41.00 per share. The offer is expected to commence by
Wednesday, August 14, 1996. The offer will not be conditioned
upon any minimum number of shares being tendered.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
(99) Press release dated
August 8, 1996. E1 - E2
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: August 8, 1996 BY: Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.,
Vice President & Controller
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EXHIBIT 99
CONTACT: TIMOTHY S. O'TOOLE FOR IMMEDIATE RELEASE
Chemed Corporation
(513) 762-6702
CINCINNATI, August 8, 1996--Chemed Corporation
(NYSE:CHE) announced today that it intends to commence a tender
offer to acquire any and all of the outstanding shares of common
stock of Roto-Rooter, Inc. (NASDAQ:ROTO) currently not held by
Chemed (approximately 2,160,000 shares, representing
approximately 42 percent of the outstanding shares), for a cash
price of $41.00 per share. The offer is expected to commence by
Wednesday, August 14, 1996. The offer will not be conditioned
upon any minimum number of shares being tendered.
Edward L. Hutton, Chairman of Chemed, stated: "The
Chemed board of directors believes that this offer is fair to
Roto-Rooter's stockholders and represents an opportunity for
Roto-Rooter stockholders to realize significant value for their
shares. In connection with the offer, CS First Boston has given
Chemed's board an opinion as to the fairness from a financial
point of view of the offer to Roto-Rooter stockholders."
Chemed Corporation, headquartered in Cincinnati, is a
diversified public corporation with strategic positions in
medical and dental supply manufacturing for the alternate-care
and hospital markets, home health care services and hospice care;
plumbing, drain cleaning, and appliance and air conditioning
E - 1
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EXHIBIT 99
(continued)
repair and maintenance through the sale of service contracts; and
sanitary maintenance products and services.
Roto-Rooter, Inc., headquartered in Cincinnati, is the
largest provider of sewer and drain cleaning services in the
United States.
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