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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. 2)
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ROTO-ROOTER, INC.
(Name of Issuer)
CHEMED CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value 778786103
$1.00 per share (CUSIP Number of Class
(Title of Class of Securities) 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, as amended by Amendment No. 1, 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 (the "Offer
Price"), as set forth in this Amendment No. 2. 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
The cross-reference to Item 17(d) in the Statement is hereby
amended to read as follows:
Where located in
Item in Schedule 13E-3 Schedule 14D-1
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Item 17(d). . . . . . . . . . . . . . Item 11(a)(1)-(a)(8)
Item 1. Issuer and Class of Security Subject to the
Transaction.
Item 1(d) of the Statement is hereby amended to read as
follows:
(d) The information set forth in "The Tender Offer--Price Range
of the Shares; Dividends" of the Offer to Purchase is incorporated
herein by reference.
On August 20, 1996, the Board of Directors of Roto-Rooter, Inc.
declared a quarterly cash dividend of $0.20 per Share (the "Third
Quarter Dividend"), payable on September 6, 1996, to holders of
record on August 22, 1996 (the "Record Date"). Holders of record of
the Shares on the Record Date will be entitled to receive the Third
Quarter Dividend whether or not they tender their Shares pursuant to
the Offer, and no adjustment will be made to the Offer Price or to
any other terms of the Offer as a result of the declaration or
payment of the Third Quarter Dividend to such stockholders.
Item 14.Financial Information.
Item 14(a) of the Statement is hereby amended to read
as follows:
(a) The information set forth in "The Tender Offer--Certain
Information Concerning the Company" of the Offer to Purchase and the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 and the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed with the Securities and Exchange
Commission is incorporated herein by reference. In addition, the
information set forth in the Offer to Purchase under "The Tender
Offer--Certain Information Concerning the Company" shall be amended so
that footnote (a) to the table on page 28 of the Offer to Purchase
entitled "Roto-Rooter, Inc. Selected Consolidated Financial Data"
reads in its entirety as follows:
"(a) Includes nonrecurring expense of $538,000 pretax
($355,000 after tax or $.07 per Share) of legal,
investment banking and other expenses relating to the
Purchaser's attempted acquisition of the outstanding
Shares in 1995."
On August 20, 1996, the Board of Directors of Roto-Rooter, Inc.
declared the Third Quarter Dividend, payable on September 6, 1996,
to stockholders of record on the Record Date.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to the
Statement is true, complete and correct.
Dated: August 22, 1996
CHEMED CORPORATION,
by /s/ Kevin J. McNamara
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Name: Kevin J. McNamara
Title: President