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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
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ROTO-ROOTER, INC.
(Name of Issuer)
CHEMED CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
77878103
(CUSIP Number of Class of Securities)
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Mr. Kevin J. McNamara
Chemed Corporation
2600 Chemed Center
255 East Fifth Street
Cincinnati, OH 45202
(Name, Address and Telephone Number of Person(s) Authorized to
Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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Copies to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
August 14, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
This statement is filed in connection with (check the appropriate box):
a. [ ]The filing of solicitation material or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1].
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c)
[240.13e.3(c)] under the Securities Exchange Act of 1934.
b. [ ]The filing of a registration statement under the Securities Act
of 1933.
c. [X]A tender offer.
d. [ ]None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Page 1 of 5 Pages
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Chemed Corporation hereby amends and supplements its
Rule 13E-3 Transaction Statement on Schedule 13E-3 (the
"Statement") originally filed on August 14, 1996, with respect to
its offer to purchase any and all outstanding shares of Common
Stock, par value $1.00 per share, of Roto-Rooter, Inc., a
Delaware corporation, at a price of $41.00 net in cash per share,
as set forth in this Amendment No. 1. Capitalized terms not
defined herein have the meanings assigned thereto in the
Statement.
The cross reference sheet below is being supplied
pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Schedule 14D-1 originally filed by Chemed
Corporation with the Securities and Exchange Commission on August
14, 1996 (as amended, the "Schedule 14D-1") of the information
required to be included in response to the items of this
Statement. The information in the Schedule 14D-1, including all
exhibits thereto, is hereby expressly incorporated herein by
reference and the responses to each item to this Statement are
qualified in their entirety by the provisions of the Schedule
14D-1. All cross references in this Statement, other than cross
references to the Schedule 14D-1, are to the Offer to Purchase.
CROSS REFERENCE SHEET
Where located in
Item in Schedule 13E-3 Schedule 14D-1
Item 17(g). . . . . . . . . . . . . . . . . . . . . . Item 11(g)
Item 17. Material to be Filed as Exhibits.
(g) Exhibit (g) of the Schedule 14D-1 is incorporated
herein by reference.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Amendment No. 1 to the Statement is true, complete and correct.
Dated: August 19, 1996
CHEMED CORPORATION,
by /s/ Kevin J. McNamara
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Name: Kevin J. McNamara
Title: President