SEC Filing | Chemed Corporation

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As filed with the Securities and Exchange Commission on
November 25, 1998.
Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4726
(513) 762-6900
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)

Naomi C. Dallob
Vice President and Secretary
2600 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4726
(513) 762-6900
Fax: (513) 287-6216

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Clifford A. Roe, Jr., Esq.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8200
Fax: (513) 977-8141

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. ___

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. ___

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ___

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ___

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee

Capital Stock, 469,560(1) 31,531(2) 14,805,696.36(2) 4,486.58
par value $1.00
per share

(1) This registration statement covers shares owned by certain selling stockholders which
shares may be offered from time to time by the selling stockholders for a period ending on
or before August 19, 1999.

(2) Based upon the average of the high and low sale price of the Capital Stock as reported by
the New York Stock Exchange on November 19, 1998, estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.

/TABLE

PROSPECTUS
469,560 Shares

CHEMED CORPORATION

Capital Stock
($1.00 par value)

The stockholders of Chemed Corporation listed in this prospectus
under the title "Selling Stockholders" are offering for sale up to
469,560 shares of capital stock, par value $1.00 per share, of
Chemed Corporation, pursuant to this prospectus. The selling
stockholders may use this prospectus to sell their stock from time
to time until August 19, 1999. Chemed will not receive any part
of the proceeds from the sale of these shares of capital stock.

The selling stockholders may sell their shares of Chemed capital
stock from time to time in one or more transactions on the New
York Stock Exchange at prevailing market prices or at privately
negotiated prices.

Chemed's capital stock is listed on the New York Stock Exchange
under the symbol "CHE". On November 19, 1998, the closing price
of the capital stock on the New York Stock Exchange was $31.56 per
share.

These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities
commission nor has the Securities and Exchange Commission or any
state securities commission passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is November 25, 1998

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

You should rely only on the information contained in this
prospectus. We have not authorized anyone to provide you with
information that is different from that contained in this
prospectus. This prospectus is not an offer to sell these
securities and we are not soliciting any offer to buy these
securities in any state where the offer or sale is not permitted.
The information presented in this prospectus is accurate only as
of the date of this prospectus.

TABLE OF CONTENTS

Page

About Chemed 3

Selling Stockholders 3

Plan of Distribution 3

Use of Proceeds 4

Where You Can Find More Information 4

Legal Matters 6

Experts 6

ABOUT CHEMED

Chemed is engaged in several different businesses including
residential and industrial plumbing and sewer, drain and pipe-cleaning
services through its wholly owned subsidiary, Roto-Rooter
Inc.; home healthcare services through its wholly owned
subsidiary, Patient Care, Inc.; and major appliance and heating,
ventilating and air conditioning repair through its wholly owned
subsidiary, Service America Systems, Inc.

Chemed's executive offices are located at 2600 Chemed Center, 255
East Fifth Street, Cincinnati, Ohio 45202-4726, and its telephone
number is (513) 762-6900.

On November 12 and 19, 1998, Chemed closed its acquisitions of
Starburst, Inc. and Sure Flow, Inc. While these acquisitions are
not significant to Chemed's financial position or results of
operations, the Chemed capital stock issued pursuant to these
transactions is the stock covered by this prospectus.

SELLING STOCKHOLDERS

The following table sets forth certain information as of the date
of this prospectus with respect to ownership of Chemed capital
stock by the selling stockholders and as adjusted to give effect
to the sale of the shares offered by this prospectus. All of the
shares being offered by the selling stockholders were acquired by
them as a result of (i) Chemed's acquisition of Starburst, Inc.
and (ii) Chemed's acquisition of Sure Flow, Inc. Chemed is
registering the shares to permit public secondary trading in the
shares. The selling stockholders may offer the shares for resale
from time to time. See "Plan of Distribution."

#of Shares #of Shares #of Shares %of Shares
Owned Being Owned Owned
Name of Selling Before the Offered After the After the
Stockholder Offering For Sale Offering Offering

Gay Florida
Family Limited
Partnership 150,247 150,247 -0- *

Gay Austin
Family Limited
Partnership 150,247 150,247 -0- *

Jack E. King 107,426 107,426 -0- *

Linda S. King 61,640 61,640 -0- *

* Less than one percent (1%) of the outstanding capital stock of
Chemed.

PLAN OF DISTRIBUTION

The selling stockholders have not advised Chemed of any specific
plans for distributing their Chemed capital stock covered by this
prospectus. The selling stockholders have agreed that they will
not sell any Chemed capital stock until an earnings statement
covering thirty (30) days of the combined operating results of
Chemed, Starburst, Inc., and Sure Flow, Inc., respectively, has
been publicly disseminated. The selling stockholders, or their
pledgees, donees, transferees or other successors in interest, may
sell the shares from time to time in one or more transactions on
the New York Stock Exchange (which may involve block
transactions), in special offerings, in negotiated transactions,
or otherwise. Such sales may be made at market prices prevailing
at the time of the sale, at prices related to such prevailing
market prices, or at negotiated prices. In addition, any
securities covered by this prospectus that qualify for sale
pursuant to Rule 144 of the Securities Act of 1933 might be sold
under the terms of such rule rather than pursuant to this
prospectus.

The selling stockholders may use brokers or dealers to sell their
shares. If this happens, such brokers or dealers may receive
commissions or discounts from the selling stockholders in amounts
negotiated immediately prior to the sale. Such brokers or dealers
may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 in connection with such sales, and their
commissions or discounts and other compensation may be deemed
underwriters' compensation.

If a selling stockholder notifies Chemed of any material
arrangement that it has entered into with a broker or dealer for
selling shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker
or dealer, Chemed will file a supplemented prospectus, if
required, pursuant to Rule 424(c) under the Securities Act of
1933. In that supplemented prospectus, Chemed will disclose:

* the name of each such broker-dealer;
* the number of shares involved;
* the price at which such shares were sold;
* the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable;
* that such broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by referenced in this prospectus, as
supplemented; and
* any other facts material to the transaction.

This registration statement will remain effective until the
earlier of (i) the date on which all of the shares included in the
registration statement have been distributed to the public, or
(ii) August 19, 1999.

Chemed will pay its own legal and accounting fees, all
registration and filing fees attributable to the registration of
the shares, all legal fees and filing fees relating to state
securities or "blue sky" filings, the filing fee payable to the
New York Stock Exchange and all printing fees incurred in
connection with this prospectus. Each selling stockholder will
pay its own legal and accounting fees and any other expenses
incurred by the selling stockholder. Any commissions, discounts
or other fees payable to broker-dealers in connection with any
sale of the shares will be borne by the selling stockholder
selling such shares.

Chemed has agreed to indemnify the selling stockholders in certain
circumstances, against certain liabilities, including liabilities
arising under the Securities Act of 1933. Each selling
stockholder has agreed to indemnify Chemed, its directors and its
officers who sign the registration statement, against certain
liabilities, including liabilities arising under the Securities
Act of 1933.

USE OF PROCEEDS

All net proceeds from the sale of the Chemed shares will go to the
selling stockholders who offer and sell their shares. Accordingly,
Chemed will not receive any proceeds from the sale of the shares
by the selling stockholders.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Chemed has filed a registration statement on Form S-3 with the
Securities and Exchange Commission (the "SEC") that provides
additional information about Chemed and the Chemed capital stock
owned by the selling stockholders. This prospectus is part of that
registration statement. This prospectus does not contain all of
the information that is in that registration statement. For
further information, please see the registration statement and the
accompanying exhibits.

Chemed files annual, quarterly and special reports, proxy
statements and other information with the SEC. You can obtain
copies of any document Chemed files, including the registration
statement on Form S-3, from the SEC upon payment of the prescribed
charges, or you can read any such document free of charge at the
SEC's offices. Reports and other information filed with the SEC
can be examined and copied at the Public Reference Room of the
SEC, Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549 and
at the Regional Offices of the SEC at 500 West Madison Street,
14th Floor, Chicago, Illinois 60661 and Two World Trade Center,
Suite 1300, New York, New York 10048. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference
Rooms. The SEC also maintains a World Wide Web site at
"http://www.sec.gov" from which users can view and download copies
of documents electronically filed with the SEC. You may also
obtain such materials and any other information about Chemed at
the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

The SEC allows Chemed to "incorporate by reference" the
information Chemed files with them, which means that Chemed can
disclose important information to you by referencing you to those
documents. The information incorporated by reference is
considered to be part of this prospectus, and later information
that Chemed files with the SEC will automatically update and
supersede this information. Chemed incorporates by reference the
documents listed below and any future filings Chemed makes with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
and Exchange Act of 1934 until the selling stockholders sell all
of the shares or August 19, 1999, whichever occurs first.

* Chemed's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

* Chemed's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998.

* Chemed's Proxy Statement dated May 18, 1998.

* The description of Chemed capital stock that is
incorporated by reference in Chemed's registration
statement on Form S-3 filed on November 26, 1991,
including any amendments or reports filed for the
purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address or telephone number:

Naomi C. Dallob
Vice President and Secretary
Chemed Corporation
2600 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 762-6946

LEGAL MATTERS

Certain legal matters with respect to the shares offered by this
prospectus will be passed upon for Chemed by Naomi C. Dallob,
Esq., Vice President and Secretary of Chemed. As of the date of
this prospectus, Ms. Dallob owned 14,997 shares of Chemed capital
stock and held options to purchase 14,000 additional shares of
Chemed capital stock. Certain legal matters in connection with
this offering of shares of Chemed capital stock will be passed
upon for Chemed by Dinsmore & Shohl LLP, Cincinnati, Ohio.

EXPERTS

The consolidated balance sheets of Chemed and its subsidiaries as
of December 31, 1997 and 1996, and the consolidated statement of
operations, stockholders' investment and cash flows for each of
the three years in the period ended December 31, 1997,
incorporated in this prospectus by reference to the annual report
on Form 10-K for the year ended December 31, 1997, have been so
incorporated, in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm
as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following is an itemized statement of the expenses (all but
the SEC fees are estimates) in connection with the issuance and
distribution of the securities being registered hereunder. All
such expenses will be borne by Chemed.

SEC registration fees $4,486.58
Legal fees and expenses $ -0-
Accounting fees and expenses $ -0-
Miscellaneous $ -0-

Total $4,486.58

Item 15. Indemnification of Directors and Officers

The Certificate of Incorporation and Bylaws of Chemed, and
separate Indemnity Agreements, provide for the indemnification of
each director and officer of Chemed in connection with any claim,
action, suit or proceeding bought or threatened by reason of his
position with Chemed. In addition, the Delaware General
Corporation Law (the "DGCL") permits Chemed to indemnify its
directors, officers and others against judgments, fines, amounts
paid in settlement and attorneys' fees resulting from various
types of legal actions or proceedings if the actions of the party
being indemnified meet the standards of the conduct specified in
the DGCL.

Chemed has obtained directors' and officers' liability insurance
that covers certain liabilities, including liabilities to Chemed
and its stockholders, in the amount of 50 million.

Item 16. Exhibits

Each of the following exhibits is filed or incorporated by
reference in this registration statement.

Exhibit
Number Description of Exhibit

(5) and
(23.1) Opinion and consent of Dinsmore & Shohl LLP, counsel
to the registrant

(23.2) Consent of PricewaterhouseCoopers LLP

(24) Powers of Attorney(a)

(a) A power of attorney whereby various individuals authorize the
signing of their names to any and all amendments to this
registration statement and other documents submitted in
connection therewith is contained on the first page of the
signature pages following Part II of this registration
statement.

Item 17. Undertakings

(a) Rule 415 Offering. The undersigned registrant hereby
undertakes that it will:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to include any additional or changed material
information on the plan of distribution.

(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.

(h) Request for Acceleration of Effective Date. Insofar as
indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

(i) Reliance on Rule 430A. The undersigned registrant
hereby undertakes that:

(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under
the Securities Act of 1933 each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on a Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Cincinnati, State of Ohio, November 25, 1998.

CHEMED CORPORATION

/s/ Edward L. Hutton
--------------------------
By: Edward L. Hutton
Chairman and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.

Signature Title Date

/s/ Edward L. Hutton Chairman and Chief Executive November 25,
- -------------------- Officer and a Director 1998
Edward L. Hutton (Principal Executive Officer)

/s/ Timothy S. O'Toole Executive Vice President November 25,
- --------------------- and Treasurer and a Director 1998
Timothy S. O'Toole (Principal Financial Officer)

/s/Arthur V. Tucker, Jr. Vice President and November 25,
- --------------------- Controller (Principal 1998
Arthur V. Tucker, Jr. Accounting Officer)

DIRECTORS:
James H. Devlin* Walter L. Krebs*
Charles H. Erhart, Jr.* Sandra E. Laney*
Joel F. Gemunder* Kevin J. McNamara*
Lawrence J. Gillis* John M. Mount*
Patrick P. Grace* Donald E. Saunders*
Thomas C. Hutton * Paul C. Voet*
George J. Walsh III*

/s/ Naomi C. Dallob Vice President and November 25
- --------------------- Secretary 1998
Naomi C. Dallob

*Naomi C. Dallob signing her name hereto does sign this document
on behalf of each of the persons indicated above pursuant to
powers of attorney duly executed by such persons, filed with the
Securities and Exchange Commission.

/s/ Naomi C. Dallob
---------------------------------
Naomi C. Dallob, Attorney-in-Fact

Exhibits 5 and 23.1

Clifford A. Roe, Jr.
(513) 977-8227

November 24, 1998

Chemed Corporation
2600 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4726

Ladies and Gentlemen:

This opinion is rendered for use in connection with the
Registration Statement on Form S-3, prescribed pursuant to the
Securities Act of 1933, as amended, to be filed by Chemed
Corporation (the "Company") with the Securities and Exchange
Commission on or about November 25, 1998, under which 469,560
shares of capital stock, par value $1.00 per share, of the Company
("Capital Stock") are to be registered.

We hereby consent to the filing of this opinion as Exhibits 5
and 23.1 to the Registration Statement and to the reference to our
name in the Registration Statement.

As counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Certificate of Incorporation and Bylaws of the Company and the
record of proceedings of the stockholders and directors of the
Company.

Based upon the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of
the State of Delaware.

2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission, such
469,560 shares of Capital Stock will be legally and validly issued
and outstanding, fully paid and nonassessable.

Very truly yours,

DINSMORE & SHOHL LLP

/s/ Clifford A. Roe, Jr.
------------------------------
Clifford A. Roe, Jr.

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of Chemed Corporation of our report dated February 2,
1998 appearing on page 15 of the 1997 Annual Report to
Stockholders which is incorporated by reference in Chemed
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by
reference to our report on the Financial Statement Schedule which
appears on page S-2 of such Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Cincinnati, Ohio
November 24, 1998

EXHIBIT 24

POWER OF ATTORNEY

The undersigned director of Chemed Corporation, a Delaware
corporation ("Company"), hereby appoints Edward L. Hutton, Kevin
J. McNamara and Naomi C. Dallob as his or her true and lawful
attorneys-in-fact for the purpose of signing a Registration
Statement on Form S-3, and all amendments and post-effective
amendments thereto, to be filed with the Securities and Exchange
Commission in connection with the acquisitions of Starburst, Inc.
and Sure Flow, Inc. in which the purchase prices are paid in the
Company's Capital Stock. Each of such attorneys-in-fact is
appointed with full power to act without the others.

Dated: November 7, 1998

/s/ Edward L. Hutton
---------------------------
Edward L. Hutton
POWER OF ATTORNEY

Dated: November 12, 1998

/s/ James H. Devlin
---------------------------
James H. Devlin

POWER OF ATTORNEY

Dated: November 7, 1998

/s/ Charles H. Erhart, Jr.
---------------------------
Charles H. Erhart, Jr.

POWER OF ATTORNEY

Dated: November 16, 1998

/s/ Joel F. Gemunder
---------------------------
Joel F. Gemunder

POWER OF ATTORNEY

Dated: November 3, 1998

/s/ Lawrence J. Gillis
---------------------------
Lawrence J. Gillis

POWER OF ATTORNEY

Dated: November 17, 1998

/s/ Patrick P. Grace
---------------------------
Patrick P. Grace

POWER OF ATTORNEY

Dated: November 17, 1998

/s/ Thomas C. Hutton
---------------------------
Thomas C. Hutton

POWER OF ATTORNEY

Dated: November 23, 1998

/s/ Walter L. Krebs
---------------------------
Walter L. Krebs

POWER OF ATTORNEY

Dated: November 3, 1998

/s/ Sandra E. Laney
---------------------------
Sandra E. Laney

POWER OF ATTORNEY

Dated: November 3, 1998

/s/ Kevin J. McNamara
---------------------------
Kevin J. McNamara

POWER OF ATTORNEY

Dated: November 23, 1998

/s/ John M. Mount
---------------------------
John M. Mount

POWER OF ATTORNEY

Dated: November 19, 1998

/s/ Timothy S. O'Toole
---------------------------
Timothy S. O'Toole

POWER OF ATTORNEY

Dated: November 6, 1998

/s/ Donald E. Saunders
---------------------------
Donald E. Saunders

POWER OF ATTORNEY

Dated: November 12, 1998

/s/ Paul C. Voet
---------------------------
Paul C. Voet

POWER OF ATTORNEY

Dated: November 9, 1998

/s/ George J. Walsh III
---------------------------
George J. Walsh III