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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
(Amendment No. 3)
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ROTO-ROOTER, INC.
(Name of Subject Company)
CHEMED CORPORATION
(Bidder)
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Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
778786103
(CUSIP Number of Classes 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 Bidder)
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Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
Page 1 of 7 Pages
Exhibit Index on Page 6
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Chemed Corporation hereby amends and supplements its Tender Offer
Statement on Schedule 14D-1 (the "Statement") originally filed on
August 14, 1996, as amended by Amendments No. 1 and No. 2, 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. 3. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
Item 6. Interest in the Securities of the Subject Company.
Item 6 is hereby amended to read as follows:
(a)-(b) The information set forth in "Special Factors--
Background to the Offer" and "Special Factors--Interests of Certain
Persons; Stockholdings of Certain Officers and Directors; Related
Transactions" of the Offer to Purchase and in Schedule I to the Offer
to Purchase is incorporated herein by reference. In addition, the
information set forth in Schedule I to the Offer to Purchase is hereby
amended so that the number of Shares that Mr. Thomas C. Hutton
beneficially owns is changed from 12,416 Shares to 13,216 Shares.
Item 7. Contracts, Arrangements, Understandings or Relationships With
Respect to the Subject Company's Securities.
Item 7 is hereby amended to read as follows:
The information set forth in Schedule I to the Offer to Purchase
is incorporated herein by reference. In addition, the information set
forth in Schedule I to the Offer to Purchase is hereby amended so that
the number of Shares that Mr. Thomas C. Hutton beneficially owns is
changed from 12,416 Shares to 13,216 Shares.
Item 10. Additional Information.
Item 10(f) of the Statement is hereby amended to add the following
information:
On August 15, William R. Griffin, the President and Chief
Executive Officer of the Company, who is also an Executive Vice
President and a director of the Purchaser, asked Kevin J. McNamara,
the Vice Chairman of the Company, who is also the
President and a director of the Purchaser, whether the Board of
Directors of the Company (the "Roto- Rooter Board") should retain a
law firm to advise the directors as to how they should respond to the
Offer. Mr. McNamara told Mr. Griffin that the Roto-Rooter Board was
free to retain any law firm not affiliated with the Purchaser and that
it was for the Roto-Rooter Board to determine whether or not to retain
outside counsel. During the next several days, Mr. Griffin spoke with
several law firms in Ohio but ultimately decided that it would be
better for the Roto-Rooter Board to retain a Delaware law firm. Mr.
Griffin asked Mr. McNamara to recommend a Delaware law firm that the
Roto-Rooter Board could retain. After discussing the matter with
Richards, Layton & Finger, the Purchaser's Delaware law firm, Mr.
McNamara recommended to Mr. Griffin the firm of Morris, Nichols, Arsht
& Tunnell ("Morris Nichols").
On August 20, 1996, at a meeting of the Roto-Rooter Board, Alan
Stone, a partner of Morris Nichols, was invited to address the
Roto-Rooter Board with respect to the Offer. Mr. Stone advised the
Roto-Rooter Board that it should create a special committee to
formally respond to the Offer. Mr. Stone informed the Roto-Rooter
Board that the only director he believed was sufficiently independent
to serve on the special committee was Donald E. Saunders. Mr.
Saunders, a director of the Company, was an employee for 25 years at
DuBois Chemicals, Inc., formerly a wholly-owned subsidiary of the
Purchaser. After deliberation, the Roto- Rooter Board approved
resolutions (1) creating a special committee (the "Special Committee")
with full authority and responsibility to determine the Company's
response to the Offer and to prepare the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), (2) appointing Mr. Saunders to act as the Special Committee
and (3) authorizing the Special Committee to retain legal and
financial advisors to assist it in responding to the Offer. The
Roto-Rooter directors who are also directors or employees of the
Purchaser, other than Mr. Griffin, abstained from voting on such
resolutions; Mr. Griffin voted in favor of each resolution. The
Special Committee retained Morris Nichols as its legal advisor and
J.J.B. Hilliard, W.L. Lyons, Inc. ("Hilliard") as its financial
advisor.
On August 26, 1996, the Special Committee informed the
Roto-Rooter Board that it had determined to take a neutral
position with respect to the Offer. After consulting with legal
and financial advisors, the Special Committee concluded that the
Offer Price is fair, and that stockholders should make a
determination whether to tender based upon their own unique
circumstances. The Special Committee's conclusion is set forth in
the Schedule 14D-9 which the Company filed with the Commission on
August 27, 1996. The Special Committee reached its conclusion without
having received a written opinion from Hilliard as to the fairness of
the Offer; however, in reaching its conclusion, the Special Committee
did review financial analyses and research prepared by Hilliard. The
Special Committee informed the Roto-Rooter Board that it was still
seeking a written opinion from Hilliard as to the fairness of the
Offer.
On August 30, 1996, Hilliard delivered to the Special Committee a
written opinion as to the fairness of the Offer (the "Fairness
Opinion"). The Fairness Opinion concludes that as of the date thereof
and based upon and subject to the factors and assumptions set forth
therein, the Offer Price is fair to the Company's stockholders (other
than the Purchaser) from a financial point of view. On August 30,
1996, the Company filed an amendment to its Schedule 14D-9 with the
Commission, which includes a copy of the Fairness Opinion and a
summary of Hilliard's analyses. In a letter dated August 30, 1996
which the Roto-Rooter Board is mailing to the Company's stockholders
and which is filed as an exhibit to the amendment to the Schedule
14D-9, the Roto-Rooter Board states that the Special Committee has not
changed its neutral position with respect to the Offer. On August 30,
1996, the Company issued a press release announcing that the Special
Committee had received the Fairness Opinion.
Item 11. Material to be filed as Exhibits.
(a)(9) Text of Press Release dated September 3, 1996, issued by the
Purchaser.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in Amendment No. 3 to the Statement
is true, complete and correct.
Dated: September 3, 1996
CHEMED CORPORATION,
by /s/ Kevin J. McNamara
Name: Kevin J. McNamara
Title: President
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(a)(9) Text of Press Release dated September 3, 1996,
issued by the Purchaser 7
EXHIBIT (a)(9)
CONTACT: TIMOTHY S. O'TOOLE FOR IMMEDIATE RELEASE
Chemed Corporation
(513) 762-6702
CINCINNATI, OHIO, September 3, 1996--Chemed Corporation (NYSE:
CHE) announced today that it received a formal response from
Roto-Rooter, Inc. (NASDAQ: ROTO) with respect to the tender offer that
it commenced on August 14, 1996 to acquire any and all of the
outstanding stock of Roto-Rooter currently not held by Chemed
(approximately 2,160,000 shares, representing approximately 42% of the
outstanding shares), for a cash price of $41.00 per share (the "Offer
Price").
On August 20, 1996, Roto-Rooter's Board of Directors
appointed Mr. Donald E. Saunders, a director of Roto-Rooter, to
serve as a special committee of the Roto-Rooter Board of
Directors for the purpose of preparing Roto-Rooter's response to
Chemed's offer. The Roto-Rooter Board of Directors indicated in
its response to Chemed's offer that the special committee had
concluded that the Offer Price is fair and that the special
committee is adopting a neutral position with respect to Chemed's
offer. Chemed's offer is scheduled to expire at 12:00 midnight,
New York City time, on Wednesday, September 11, 1996, unless the
offer is extended.
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
healthcare services and hospice care; plumbing, drain cleaning, and
appliance and air-conditioning 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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