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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. 3)
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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)
778786103
(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 7 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 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.
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(d) Item 11(a)(1)-(a)(9)
Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction.
Item 12(b) 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 17. Material to be Filed as Exhibits.
Item 17(d) is hereby amended to read as follows:
(d) The Exhibits to Schedule 14D-1 that are referred
to in Items 11(a)(1) through 11(a)(9) of Schedule 14D-1 are
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. 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