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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. 4)
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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 778786103
(Title of Class of Securities) (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
(513) 762-6841
(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 Amendments Nos. 1-3, 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. 4. 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)(10)
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)(10) 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. 4 to the Statement is true, complete and
correct.
Dated: September 12, 1996
CHEMED CORPORATION,
by /s/ Kevin J. McNamara
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Name: Kevin J. McNamara
Title: President