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SCHEDULE 14A INFORMATION
(Rule 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Sec.240.14a-11(c) or Sec.240.14a-12
Chemed Corporation
.........................................................................
(Name of Registrant as Specified in its Charter)
Chemed Corporation
.........................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-ll (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[CHEMED LOGO]
CHEMED CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2001
The Annual Meeting of Stockholders of Chemed Corporation will be held
at The Phoenix Club, 812 Race Street, Cincinnati, Ohio, on Monday, May 21, 2001,
at 2 p.m. for the following purposes:
(1) To elect directors;
(2) To ratify the selection by the Board of Directors of independent
accountants;
(3) To vote on a stockholder proposal that arrangements be made for the
immediate sale of Chemed Corporation to the highest bidder; and
(4) To transact such other business as may properly be brought before the
meeting.
Stockholders of record at the close of business on March 23, 2001, are
entitled to notice of, and to vote at, the meeting.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED AT YOUR EARLIEST
CONVENIENCE, OR VOTE BY TELEPHONE AS INSTRUCTED ON THE PROXY CARD. NO POSTAGE
IS REQUIRED IF IT IS MAILED IN THE UNITED STATES.
Naomi C. Dallob
Secretary
March 31, 2001
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(CHEMED LOGO)
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Chemed Corporation (the "Company" or "Chemed") of proxies
to be used at the Annual Meeting of Stockholders ("Annual Meeting") of the
Company to be held on May 21, 2001, and any adjournments thereof. The Company's
mailing address is 2600 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio
45202. The approximate date on which this Proxy Statement and the enclosed proxy
are being sent to stockholders is March 31, 2001. Each valid proxy received in
time will be voted at the meeting and, if a choice is specified on the proxy,
the shares represented thereby will be voted accordingly. The proxy may be
revoked by the stockholder at any time before the meeting by providing notice
to the Secretary.
Only stockholders of record as of the close of business on March 23, 2001,
will be entitled to vote at the Annual Meeting or any adjournments thereof. On
such date, the Company had outstanding 9,985,992 shares of capital stock,
par value $1 per share ("Capital Stock"), entitled to one vote per share.
ELECTION OF DIRECTORS
Sixteen directors are to be elected at the Annual Meeting to serve until the
following annual meeting of stock- holders and until their successors are duly
elected and qualified. Set forth below are the names of the persons to be
nominated by the Board of Directors, together with a description of each
person's principal occupation during the past five years and other pertinent
information.
Unless authority is withheld or names are stricken, it is intended that the
shares covered by each proxy will be voted for the nominees listed. Votes that
are withheld will be excluded entirely from the vote and will have no effect.
The Company anticipates that all nominees listed in this Proxy Statement will be
candidates when the election is held. However, if for any reason any nominee
is not a candidate at that time, proxies will be voted for any substitute
nominee designated by the Board of Directors (except where a proxy withholds
authority with respect to the election of directors). The affirmative vote of a
plurality of the votes cast will be necessary to elect each of the nominees for
director.
NOMINEES
EDWARD L. HUTTON Mr. Hutton is Chairman and Chief Executive Officer of the Company
Director since 1970 and has held these positions since November 1993. Previously, from
Age: 81 1970 to November 1993, he served the Company as President and Chief
Executive Officer. Mr. Hutton is also the Chairman of Omnicare, Inc.,
Cincinnati, Ohio (healthcare products and services), a public corporation
in which the Company holds a .5-percent-ownership interest
("Omnicare"). Mr. Hutton is a director of Omnicare. Mr. Hutton is the
father of Thomas C. Hutton, a Vice President and a director of the
Company.
KEVIN J. MCNAMARA Mr. McNamara is President of the Company and has held this position
Director since 1987 since August 1994. Previously, he served as Executive Vice President,
Age: 47 Secretary and General Counsel from November 1993, August 1986 and
August 1986, respectively, to August 1994. He is a director of Omnicare.
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RICK L. ARQUILLA Mr. Arquilla is President and Chief Operating Officer of Roto-Rooter
Director since May 1999 Services Company, an indirectly wholly owned subsidiary of the Com-
Age: 47 pany, and has held this position since January 1999. Previously, he
served as a Senior Vice President of Roto-Rooter Services Company,
from May 1997 to January 1999. From May 1989 to May 1997, he
served as Vice President of Roto-Rooter Services Company.
JAMES H. DEVLIN Mr. Devlin is a Vice President of the Company and has held this posi-
Director from May 1991 tion since December 1992. From December 1992 to September 1997, he
to May 1992 and since also served as Group Executive of the Company's then-wholly owned
February 1993 Omnia Group.
Age: 54
CHARLES H. ERHART, JR. Mr. Erhart retired as President of W. R. Grace and Co. (hereinafter
Director since 1970 "Grace"), Columbia, Maryland (international specialty chemicals, con-
Age: 75 struction and packaging) in August 1990, having held that position since
July 1989. Previously, he was Chairman of the Executive Committee of
Grace and held that position from November 1986 to July 1989. He is a
director of Omnicare.
JOEL F. GEMUNDER Mr. Gemunder is President of Omnicare and has held this position since
Director since 1977 May 1981. He is also a director of Omnicare and Ultratech Stepper, Inc.
Age: 61
PATRICK P. GRACE Mr. Grace is President of Kingdom Group, LLC, New York, New York
Director since 1996 (a provider of turnkey compressed natural gas fueling systems) and has
Age: 45 held this position since December 2000. Previously, he was Executive
Vice President of Kingdom Group LLC from August 1999 to December 2000.
He is also President of MLP Capital, Inc. (a managing partner of several real
estate and mining ventures in the southwestern United States). From December
1997 to January 31, 1999, Mr. Grace was also Chief Operating and Financial
Officer of C3 Communications, Inc., San Francisco, California, a unit of Level 3
Communications (interactive marketing). From February 1991 to October 1995, he
was President of Grace Logistics Services, Inc., Greenville, South
Carolina (a full-service provider of logistics services), a subsidiary of Grace.
THOMAS C. HUTTON Mr. Hutton is a Vice President of the Company and has held this posi-
Director since 1985 tion since February 1988. Mr. Hutton is a director of Omnicare. He is a
Age: 50 son of Edward L. Hutton, the Chairman and Chief Executive Officer and
a director of the Company.
WALTER L. KREBS Mr. Krebs retired as Senior Vice President-Finance, Chief Financial
Director from May 1989 Officer and Treasurer of Service America Systems, Inc., a wholly owned
to April 1991 and since subsidiary of the Company ("Service America"), in July 1999, having
May 1995 held that position since October 1997. Previously, he was a Director -
Age: 68 Financial Services of DiverseyLever, Inc. (formerly known as Diversey
Corporation), Detroit, Michigan (specialty chemicals) ("Diversey") from April
1991 to April 1996. Previously, from January 1990 to April 1991,
he was a Senior Vice President and the Chief Financial Officer of the Company's
then-wholly-owned subsidiary, DuBois Chemicals, Inc. ("DuBois").
SANDRA E. LANEY Ms. Laney is Senior Vice President and the Chief Administrative Officer
Director since 1986 of the Company and has held these positions since November 1993 and
Age: 57 May 1991, respectively. She is a director of Omnicare.
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SPENCER S. LEE Mr. Lee is an Executive Vice President of the Company and has held this
Director since May 1999 position since May 2000. He is also Chairman and Chief Executive
Age:45 Officer of Roto-Rooter, Inc., a wholly owned subsidiary of the Company
("Roto-Rooter"), and has held this position since January 1999. Previously,
he served as a Senior Vice President of Roto-Rooter Services Company from May
1997 to January 1999. From February 1985 to May 1997, he served as Vice President
of Roto-Rooter Services Company.
JOHN M. MOUNT Mr. Mount is a Vice President of the Company and has held this position
Director from May 1986 since November 1997. He is also President and Chief Executive Officer
to April 1991 and of Service America and has held these positions since October 1997.
since February 1994 Previously, he was a Principal of Lynch-Mount Associates, Cincinnati,
Age: 59 Ohio (management consulting), from November 1993 to October 1997.
From April 1991 to November 1993, Mr. Mount was Senior Vice President of
Diversey and President of Diversey's DuBois Industrial division. Previously,
from May 1989 to April 1991, Mr. Mount was an Executive Vice President of the
Company and President of DuBois. He held the latter position from September 1986
to April 1991.
TIMOTHY S. O'TOOLE Mr. O'Toole is an Executive Vice President and the Treasurer of the
Director since 1991 Company and has held these positions since May 1992. He is also the
Age: 45 Chairman and Chief Executive Officer of Patient Care, Inc., a wholly
owned subsidiary of the Company. He is a director of Vitas Healthcare
Corporation.
DONALD E. SAUNDERS Mr. Saunders retired as President of DuBois, a division of Diversey
Director from May 1981 Lever, Inc., in October 2000 having held this position since November
to May 1982, May 1983 1993. From April to October 1993, he was Executive Vice President of
to May 1987 and since May 1998 Diversey.
Age: 57
PAUL C. VOET Mr. Voet is an Executive Vice President of the Company and has held
Director since 1980 this position since May 1991. From January 1992 to September 1997, he
Age: 54 also served as President and Chief Executive Officer of the Company's
then majority-owned subsidiary, National Sanitary Supply Company.
GEORGE J. WALSH III Mr. Walsh is a partner with the law firm of Gould & Wilkie, New York,
Director since 1995 New York, and has held this position since January 1979.
Age: 55
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not a regular employee of the
Company is paid an annual fee of $13,500 and a fee of $2,200 for each meeting
attended. Each member of the Nominating Committee of the Board is paid an
additional annual fee of $5,000. Each member of the Audit Committee of the Board
(other than its chair- man) is paid an additional annual fee of $5,000 and each
member of the Compensation/Incentive Committee of the Board (other than its
chairman) is paid an additional annual fee of $3,500. A Committee member, other
than Nominating Committee members, who receive no meeting fees, is paid $900 for
each meeting of a Committee he attended unless the Committee met on the same day
as the Board of Directors met, in which event, the Committee member is paid $450
for his attendance at the Committee meeting.
The chairmen of certain Committees of the Board of Directors are paid an
annual fee in addition to the attendance fees referred to above. The chairman
of the Audit Committee is paid at the rate of $10,000 per annum, and the
chairman of the Compensation/Incentive Committee is paid at the rate of $5,250
per annum. In addition, each
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member of the Board of Directors and of a Committee is reimbursed for his
reasonable travel expenses incurred in connection with such meetings.
In addition, in May 2000 each member of the Board of Directors (other than
those serving on the Compensation/Incentive Committee), was granted an
unrestricted stock award covering 200 shares of Capital Stock under the
Company's 1999 Stock Incentive Plan. Those directors who are members of the
Compensation/Incentive Committee were paid the cash equivalent of the 200-share
stock award or $5,875.
The Company has a deferred compensation plan for nonemployee directors under
which certain directors who are not regular employees of the Company or of a
wholly owned subsidiary of the Company participate. Under the plan, which is not
a tax-qualified plan, an account is established for each participant to which
amounts are credited quarterly at the rate of $4,000 per annum. Amounts
credited to these accounts are used to purchase shares of Capital Stock, and all
dividends received on such shares are reinvested in such Capital Stock. Each
participant is entitled to receive the balance in his account within 90 days
following the date he ceases to serve as a director.
COMMITTEES AND MEETINGS OF THE BOARD
The Company has the following Committees of the Board of Directors: Audit
Committee, Nominating Committee and Compensation/Incentive Committee.
The Audit Committee (a) recommends to the Board of Directors a firm of
independent accountants to audit the Company and its consolidated subsidiaries,
(b) reviews and reports to the Board of Directors on the Company's annual
financial statements and the independent accountants' report on such financial
statements, (c) meets with the Company's senior financial officers, internal
auditors and independent accountants to review audit plans and work and other
matters regarding the Company's accounting, financial reporting and internal
control systems and (d) confers quarterly with senior management and the
independent accountants to review quarterly financial results. The Audit
Committee consists of Messrs. Erhart, Grace and Saunders. The Audit Committee
met on two occasions and conferred three times concerning quarterly results
during 2000.
The Compensation/Incentive Committee makes recommendations to the Board of
Directors concerning (a) salary and incentive compensation payable to officers
and certain other key employees of the Company, (b) establishment of incentive
compensation plans and programs generally, (c) adoption and administration of
certain employee benefit plans and programs and (d) additional year-end
contributions by the Company under the Chemed/Roto-Rooter Savings and Retirement
Plan ("Retirement Plan"). In addition, the Compensation/Incentive Committee
administers the Company's (a) eight Stock Incentive Plans, 1999 Long-Term
Employee Incentive Plan and its 1983 Incentive Stock Option Plan and (b) grants
of stock options and stock awards to key employees of the Company. The
Compensation/Incentive Committee consists of Messrs. Erhart, Grace and Walsh.
The Compensation/Incentive Committee met on four occasions during 2000.
The Nominating Committee (a) recommends to the Board of Directors the
candidates for election to the Board at each Annual Meeting of Stockholders of
the Company, (b) recommends to the Board of Directors candidates for election by
the Board to fill vacancies on the Board, (c) considers candidates submitted by
directors, officers, employees, stockholders and others and (d) performs such
other functions as may be assigned by the Board. The Nominating Committee
consists of Messrs. Erhart, Grace and Walsh. The Nominating Committee, which was
established on February 7, 2001, did not meet during 2000. Stockholders wishing
to submit a candidate for election to the Board should submit the name of such
candidate and a supporting statement to the Company's Secretary at 2600 Chemed
Center, 255 East Fifth Street, Cincinnati, Ohio 45202-4726.
During 2000 there were five meetings of the Board of Directors, and each
director attended at least 75 percent of the aggregate of (a) the total number
of meetings held by the Board of Directors and (b) the total number of meetings
held by all Committees of the Board of Directors on which he served that were
held during the period for which he was a director or member of any such
Committee.
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EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION/INCENTIVE COMMITTEE ON EXECUTIVE COMPENSATION
The Company believes that executive compensation must align executive
officers' interests with those of the Company's stockholders and that such
interests are served by having compensation directly and materially linked to
financial and operating performance criteria which, when successfully achieved,
will enhance stockholder value.
The Company attempts to achieve this objective with an executive compensation
package for its senior executives which combines base salary, annual cash
incentive compensation, and long-term incentive compensation in the form of
stock options and restricted stock awards along with various benefit plans,
including pension plans, savings plans and medical benefits generally available
to the employees of the Company.
The executive compensation program is administered by the
Compensation/Incentive Committee of the Board of Directors. The membership of
the Compensation/Incentive Committee is composed of three outside directors
(i.e., non-employees of the Company). The Compensation/Incentive Committee is
responsible for the review, approval and recommendation to the Board of
Directors of matters concerning base salary and annual cash incentive
compensation for key executives of the Company. The recommendations of the
Compensation/Incentive Committee on such matters must be approved by the full
Board of Directors. The Compensation/Incentive Committee also administers the
Company's stock incentive plans under which it reviews and approves grants of
stock options and restricted stock awards.
The Compensation/Incentive Committee may use its discretion to set executive
compensation where, in its judgment, external, internal or individual
circumstances warrant.
Following is a discussion of the components of the executive officer
compensation program.
In determining base salary levels for the Company's executive officers, the
Compensation/Incentive Committee takes into account the magnitude of
responsibility of the position, individual experience and performance and spe-
cific issues particular to the Company. In general, base salaries are set at
levels believed by this Compensation/Incentive Committee to be sufficient to
attract and retain qualified executives when considered along with the other
components of the Company's compensation structure.
The Compensation/Incentive Committee believes that a significant portion of
total cash compensation should be linked to annual performance criteria.
Consequently, the purpose of annual incentive compensation for senior exec-
utives and key managers is to provide a direct financial incentive in the form
of an annual cash bonus to those executives who achieve their business
units'and the Company's annual goals. Operational and financial goals are estab-
lished at the beginning of each fiscal year and generally take into account such
measures of performance as sales and earnings growth, profitability, cash flow
and return on investment. Other nonfinancial measures of performance relate to
organizational development, product or service expansion and strategic
positioning of the Company's assets.
Individual performance is also taken into account in determining individual
bonuses. It is the Company's belief that bonuses as a percentage of a senior
executive's salary should be sufficiently high to provide a major incentive for
achieving annual performance targets. Bonuses for senior executives of the
Company generally range from 25 percent to 100 percent of base salary.
The stock option and restricted stock program forms the basis of the Company's
incentive plans for executive officers and key managers. The objective of these
plans is to align executive and long-term-stockholder interests by creating a
strong and direct link between executive pay and stockholder return.
Stock options and restricted stock awards are granted annually and are
generally regarded as the primary incentive for long-term performance as they
are granted at fair market value and have vesting restrictions ranging from
three- to seven-year periods. The Committee considers each grantee's current
option and award holdings in mak-
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ing grants. Both the amounts of restricted stock awards and proportion of stock
options increase as a function of higher salary and position of responsibility
within the Company.
The Compensation/Incentive Committee has considered, and is continuing to
review, the qualifying compensation regulations issued by the Internal Revenue
Service in December 1993. Generally, the Committee structures compensation
arrangements to achieve deductibility under the tax regulations, except where
the benefit of such deductibility is outweighed by the need for flexibility or
the attainment of other corporate objectives.
The base salary of Mr. E. L. Hutton, Chairman and Chief Executive Officer of
the Company, for 2000 was $629,820. His bonus in respect of 2000 services was
$582,165, which was in cash and unrestricted stock awards. Factors considered in
establishing the compensation levels in 2000 for Mr. Hutton were the Company's
increase in earnings per share from continuing operations, excluding capital
gains, of 16.9 percent and the Company's increase in earnings per share,
including capital gains, of 11.7 percent. The Compensation/Incentive Committee
believes that Mr. Hutton's base salary and bonus are consistent with his
performance as measured by these factors and the other criteria discussed above.
(Compensation/Incentive Committee)
----------------------------------
Charles H. Erhart, Jr., Chairman
Patrick P. Grace
George J. Walsh III
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Summary Compensation Table
The following table shows the compensation paid to the Chief Executive Officer
and the four most highly compensated executive officers of the Company for the
past three years for all services rendered in all capacities to the Company and
its subsidiaries:
- -----------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation Awards
- ------------------------------------------------------------------------------------
Securities
Chemed Underlying
Name and Restricted Chemed All Other
Principal Bonus Stock Stock Compensation
Position Year Salary ($) ($) Awards ($)(1) Options (#) ($)
- -----------------------------------------------------------------------------------------------------
E. L. Hutton 2000 $629,820 $ 582,165 $ -0- -0- $137,067 (2)
Chairman and 1999 590,000 582,165 2,137,125 55,000 134,815
CEO 1998 590,000 582,165 208,500 23,000 174,499
K. J. McNamara 2000 347,145 237,390 -0- -0- 101,574 (3)
President 1999 325,200 196,553 781,875 50,000 80,346
1998 312,225 196,579 33,000 14,000 98,766
P. C. Voet 2000 306,000 36,691 -0- -0- 70,804 (4)
Executive 1999 306,000 36,782 208,500 2,000 75,368
Vice President 1998 306,000 57,829 50,000 2,000 71,105
S. E. Laney 2000 213,495 222,448 -0- -0- 75,748 (5)
Senior Vice 1999 200,000 187,173 443,063 42,000 54,632
President 1998 192,015 187,194 20,000 10,500 54,961
and Chief
Administrative
Officer
S. S. Lee 2000 211,520 142,072 -0- -0- 75,119 (6)
Executive 1999 197,388 110,072 100,000 27,000 68,503
Vice President 1998 166,161 76,072 200,000 8,000 33,193
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SUMMARY COMPENSATION TABLE(continued)
(1) The number and value of the aggregate restricted shares of Capital Stock
held by the named executives at December 31, 2000 were as follows: E. L.
Hutton - 101,371 shares, $3,409,110; K. J. McNamara - 36,306 shares,
$1,220,970; P. C. Voet - 9,893 shares, $332,702; S. E. Laney - 21,466
shares, $721,902; and S. S. Lee - 5,636 shares, $189,539. The restricted
shares with respect to 1998 vest in varying percentages over a three-year
period. The restricted shares with respect to 1999 reflect a one-time
grant for 1999, 2000 and 2001 and vest in varying percentages over a
seven-year period. Recipients receive dividends on the award- ed shares
and are entitled to vote them, whether or not vested.
(2) Includes the following amounts: $127,858 allocated to Mr. Hutton's account
under the Company's Retirement Plan and Employee Stock Ownership Plans
("ESOP") with respect to 2000; a $3,384 premium payment for term life
insurance; and $5,825 in the form of an unrestricted stock award of 200
shares of Capital Stock.
(3) Includes the following amounts: $76,086 allocated to Mr. McNamara's
account under the Retirement Plan and ESOP with respect to 2000; a $3,807
premium payment for term life insurance; $15,856, which is the value of
premium payments made by the Company for the benefit of Mr. McNamara under
a split dollar life insurance policy, which provides for the refund of
premiums to the Company upon termination of the policy ("Split Dollar
Policy"); and $5,825 in the form of an unrestricted stock award of 200
shares of Capital Stock.
(4) Includes the following amounts: $48,145 allocated to Mr. Voet's account
under the Retirement Plan and ESOP with respect to 2000; a $4,281 premium
payment for term life insurance; $12,553, which is the value of premium
payments made by the Company for the benefit of Mr. Voet under a Split
Dollar Policy; and $5,825 in the form of an unrestricted stock award of
200 shares of Capital Stock.
(5) Includes the following amounts: $ 55,936 allocated to Ms. Laney's account
under the Retirement Plan and ESOP with respect to 2000; a $3,807 premium
payment for term life insurance; $10,180, which is the value of premium
payments made by the Company for the benefit of Ms. Laney under a Split
Dollar Policy; and $5,825 in the form of an unrestricted stock award of
200 shares of Capital Stock.
(6) Includes the following amounts: $54,770 allocated to Mr. Lee's account
under the Retirement Plan and ESOP and Roto-Rooter's Deferred Compensation
Plan and Retirement Plan with respect to 2000; a $1,908 premium payment
for term life insurance; $12,616, which is the value of premium payments
made by the Company for the benefit of Mr. Lee under a Split Dollar
Policy; and $5,825 in the form of an unrestricted stock award of 200
shares of Capital Stock.
STOCK OPTIONS
The table below shows information concerning the year-end number and value of
unexercised Chemed stock options held by the executive officers named in the
Summary Compensation Table. No stock options were granted or exercised during
2000.
- ------------------------------------------------------------------------------------------------------
Number and Value of Unexercised Stock Options
- ------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/00 (#) at 12/31/00 ($)
- ------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------
E. L. Hutton 144,750 33,250 $119,149 $58,369
K. J. McNamara 86,500 28,500 70,500 53,063
P. C. Voet 10,500 1,500 4,757 2,123
S. E. Laney 80,375 23,375 92,348 44,573
S. S. Lee 25,500 15,550 28,654 28,654
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EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. E. L. Hutton,
McNamara, Voet and Lee and Ms. Laney. Mr. Hutton's employment agreement provides
for his continued employment as Chairman and Chief Executive Officer of the
Company through May 3, 2002, subject to earlier termination under certain cir-
cumstances, at a base salary of $629,820 per annum or such higher amount as the
Board of Directors may determine, as well as participation in incentive
compensation plans, stock incentive plans and other benefit plans. In the event
of termination without cause, the agreement provides that Mr. Hutton will
receive severance payments equal to 150 percent of his then-current base salary,
the amount of incentive compensation most recently paid or approved in respect
of the previous year, and the fair market value of all stock awards which have
vested during the 12 months prior to termination for the balance of the term of
the agreement. Messrs. McNamara, Voet and Lee and Ms. Laney have employment
agreements which provide for their continued employment as senior executives of
the Company through May 3, 2005, May 3, 2002, May 19, 2003 and May 3, 2005,
respectively, and are identical in all material respects to that of Mr.
Hutton, except their respective agreements provide for a base salary of
$347,145, $306,000, $200,000 and $213,495 per annum or such higher amounts as
the Board of Directors may determine. In addition, each agreement for Messrs.
Hutton, McNamara and Voet and Ms. Laney provides for the officer's nomination as
a director of the Company. On November 9, 1998, Mr. Voet filed a lawsuit against
the Company in Court of Common Pleas, Hamilton County, Ohio, in connection with
the Company's sale of its majority-owned subsidiary, National Sanitary Supply
Company, alleging that the Company breached his employment agreement due to a
material reduction in his title, authority or responsibility. Mr. Voet is
seeking a money judgment in the principal amount in excess of $6 million. The
Company disputes these claims and believes that the disposition of this matter
will not have a material effect on the financial position of the Company.
EXECUTIVE STOCK OWNERSHIP PLAN
Pursuant to the Company's Executive Stock Ownership Plan, Messrs. E. L.
Hutton, McNamara, Arquilla, Devlin, T. C. Hutton, Lee, Mount and O'Toole and Ms.
Laney, respectively, borrowed $540,009, $500,000, $99,986, $184,002, $184,002,
$183,997, $183,997, $360,000 and $200,000 from the Company in order to pur-
chase shares of Capital Stock in the open market in November and December 1999.
The following number of shares was purchased for the accounts of these officers:
E. L. Hutton, 19,771 shares; McNamara, 18,678 shares; Arquilla, 3,375 shares;
Devlin, 6,874 shares; T. C. Hutton, 6,873 shares; Lee, 6,873 shares; Mount,
6,873 shares; O'Toole, 13,498 shares; and Laney, 7,353 shares. These loans are
secured by demand notes with the Company which have an annual interest rate of
5.88 percent, except for Mr. McNamara's loan, which has an annual interest rate
of 6.35 percent.
PROMISSORY NOTES WITH CADRE
Messrs. E. L. Hutton and K. J. McNamara and Ms. Laney, respectively, borrowed
$56,250, $41,250, and $41,250 from the Company's subsidiary, Cadre Computer
Resources, Inc. ("Cadre"), to purchase shares of the common stock of Cadre. They
purchased the following number of shares: E. L. Hutton, 75,000 shares; K. J.
McNamara, 55,000 shares; and S. E. Laney, 55,000 shares. These loans are secured
by demand notes with Cadre which have an annual interest rate of 6.27 percent.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the yearly percentage change in the Company's
cumulative total stockholder return on Capital Stock (as measured by dividing
(i) the sum of (A) the cumulative amount of dividends for the period December
31, 1995 to December 31, 2000, assuming dividend reinvestment, and (B) the
difference between the Company's share price at December 31, 1995 and December
31, 2000; by (ii) the share price at December 31, 1995) with the cumulative
total return, assuming reinvestment of dividends, of the (1) S & P 500 Stock
Index and (2) Dow Jones Industrial Diversified Index.
12
CHEMED CORPORATION
CUMULATIVE TOTAL STOCKHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 2000
December 31 1995 1996 1997 1998 1999 2000
Chemed Corporation 100.00 99.17 118.99 102.25 93.85 111.67
S&P 500 100.00 122.96 163.98 210.85 255.21 231.98
Dow Jones Industrial Diversified(*) 100.00 135.33 191.77 246.64 334.13 336.54
(*)Historical data restated to reflect new Dow Jones US Equity Index
series which increased coverage from 80% to 95% of the US market.
13
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 31, 2000 with
respect to the only persons who are known to be the beneficial owner of more
than 5 percent of Capital Stock:
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class (3)
The Fifth Third Bank 758,960 shares; Trustee of the Company's 7.0%
Fifth Third Center Retirement Plan, Employee Stock
Cincinnati, Ohio Ownership Plans and Excess Benefit Plan (1)
Select Equity Group, Inc. 687,386 shares (2) 6.4%
380 Lafayette Street
New York, NY 10003
(1) Shared voting power, 758,960 shares; shared dispositive power, 758,960
shares.
(2) Sole voting and dispositive power, 687,386 shares.
(3) For purposes of calculating Percent of Class, all shares subject to stock
options which were exercisable within 60 days of December 31, 2000 were
assumed to have been issued.
The following table sets forth information as of December 31, 2000 with
respect to Capital Stock beneficially owned by all nominees and directors of the
Company, the executive officers named in the Summary Compensation Table and the
Company's directors and executive officers as a group:
Amount and Nature Percent of
Name of Beneficial Ownership (1) Class (2)
Edward L. Hutton 128,730 Direct 1.2%
144,750 Option 1.3%
15,397 Trustee
Rick L. Arquilla 12,920 Direct
23,500 Option
James H. Devlin 20,814 Direct
21,125 Option
Charles H. Erhart, Jr. 10,000 Direct
Joel F. Gemunder 3,584 Direct
5,000 Option
3,486 Trustee
Patrick P. Grace 500 Direct
Thomas C. Hutton 55,751 Direct
32,750 Option
15,897 Trustee (3)
Walter L. Krebs 4,388 Direct
5,250 Option
Sandra E. Laney 53,208 Direct
80,375 Option
Trustee (3)
Spencer S. Lee 11,376 Direct
25,500 Option
14
Amount and Nature Percent of
Name of Beneficial Ownership (1) Class (2)
Kevin J. McNamara 73,654 Direct
86,500 Option
Trustee (3)
John M. Mount 27,199 Direct
12,750 Option
300 Trustee
Timothy S. O'Toole 54,840 Direct
65,625 Option
Donald E. Saunders 1,767 Direct
Paul C. Voet 30,855 Direct
10,500 Option
Trustee (3)
George J. Walsh III 2,425 Direct
Directors and 513,199 Direct 4.8%
Executive Officers 557,875 Option 5.2%
as a Group 87,613 Trustee (4)
(17 persons)
FOOTNOTES TO STOCK OWNERSHIP TABLE
(1) Includes securities beneficially owned (a) by the named persons or group
members, their spouses and their minor children (including shares of
Capital Stock allocated as of December 31, 2000, to the account of each
named person or member of the group under the Company's Retirement Plan
and under the Company's ESOP or, with respect to Mr. Gemunder, allocated
to his account as of December 31, 2000 under the Omnicare Employees
Savings and Investment Plan), (b) by trusts and custodianships for their
benefit and (c) by trusts and other entities as to which the named person
or group has or shares the power to direct voting or investment of
securities. "Direct" refers to securities in categories (a) and (b) and
"Trustee" to securities in category (c). Where securities would fall into
both "Direct" and "Trustee" classifications, they are included under
"Trustee" only. "Option" refers to shares which the named person or group
has a right to acquire within 60 days from December 31, 2000. For purposes
of determining the Percent of Class, all shares subject to stock options
which were exercisable within 60 days from December 31, 2000 were assumed
to have been issued.
(2) Percent of Class under 1.0 percent is not shown.
(3) Messrs. T. Hutton, McNamara and Voet and Ms. Laney are trustees of the
Chemed Foundation which holds 67,930 shares of Capital Stock over which
the trustees share both voting and investment power. This number is
included in the total number of "Trustee" shares held by the Directors and
Executive Officers as a Group but is not reflected in the respective
holdings of the individual trustees.
(4) Shares over which more than one individual holds beneficial ownership have
been counted only once in calculating the aggregate number of shares owned
by Directors and Executive Officers as a Group.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
regulations thereunder, the Company's executive officers and directors and
persons who own more than 10 percent of Capital Stock are required to file
reports with respect to their ownership and changes in ownership of Capital
Stock with the Securities and Exchange Commission ("SEC"). In addition, such
persons are required to forward copies of such reports to the Company. Based on
a review of the copies of such reports furnished to the Company and on the
written representation of such non- reporting persons that, with respect to
2000, no reports on Form 5 were required to be filed with the SEC, the Company
believes that, during the period January 1, 2000 through December 31, 2000, the
Company's executive officers and directors and greater-than-10-percent
stockholders have complied with all Section 16(a) reporting requirements.
15
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP as
independent accountants for the Company and its consolidated subsidiaries for
the year 2001. This firm has acted as independent accountants for the Company
and its consolidated subsidiaries since 1970. Although the submission of this
matter to the stock- holders is not required by law or by the By-Laws of the
Company, the selection of PricewaterhouseCoopers LLP will be submitted for
ratification at the Annual Meeting. Affirmative vote of a majority of the shares
represented at the meeting, with abstentions having the effect of negative
votes, will be necessary to ratify the selection of PricewaterhouseCoopers LLP
as independent accountants for the Company and its consolidated subsidiaries for
the year 2001. If the selection is not ratified at the meeting, the Board of
Directors will reconsider its selection of independent accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
It is expected that a representative of PricewaterhouseCoopers LLP will be
present at the Company's Annual Meeting. Such representative shall have the
opportunity to make a statement if he so desires and shall be available to
respond to appropriate questions raised at the meeting.
PROPOSAL CONCERNING THE SALE OF THE COMPANY
MAXIMIZE VALUE RESOLUTION
William Steiner, 4 Radcliff Drive, Great Neck, New York 11024, who is the
owner of record of 1,100 shares of Capital Stock, has given notice that he
intends to present the following resolution at the Annual Meeting:
"RESOLVED, the shareholders of Chemed Corporation urge the Chemed Corporation
Board of Directors arrange for the prompt sale of Chemed Corporation to the
highest bidder."
Discussion: The purpose of the Maximize Value Resolution is to give all
Chemed Corporation shareholders the opportunity to send a
message to the Chemed Corporation Board that they support the
sale of Chemed Corporation to the highest bidder. A strong
and/or majority vote by the shareholders would indicate to the
board the displeasure felt by the shareholders of the
shareholder returns over many years and the drastic action
that should be taken. Even if it is approved by the majority
of the Chemed Corporation shares represented and entitled to
vote at the annual meeting, the Maximize Value Resolution will
not be binding on the Chemed Corporation Board. The propo-
nent however believes that if this resolution receives
substantial support from the shareholders, the board may
choose to carry out the request set forth in the resolution:
The prompt auction of Chemed Corporation should be
accomplished by any appropriate process the board chooses to
adopt, including a sale to the highest bidder, whether in
cash, stock, or in a combination of both. It is expected that
the board will uphold its fiduciary duties to the utmost
during the process.
The proponent further believes that if the resolution is
adopted, the management and the board will interpret such
adoption as a message from the company's stockholders that it
is no longer acceptable for the board to continue with its
current management plan and strategies.
I URGE YOUR SUPPORT OF THIS RESOLUTION
16
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO PROPOSAL
The Board of Directors is always open to suggestions that would benefit the
Company and enhance value for its stockholders. Although certain sale
transactions offer a premium over market value for a corporation's stock-
holders, that premium does not always reflect the true long-term value of a
corporation.
In the exercise of its fiduciary duties, the Board of Directors continuously
reviews the strategic alternatives available to the Company in its efforts to
maximize value to all stockholders. In this regard, the Board of Directors
believes that management is employing appropriate strategies and taking the
proper action to maximize the long-term value of the Company.
During the decade following the sale of DuBois, the Company's large specialty
chemicals subsidiary, the Board of Directors maintained a policy of slowly
increasing the Company's annual dividends while dramatically repositioning the
Company's assets to focus on growth. In November 1999, the Board of Directors
adopted a new dividend policy which then significantly reduced the annual
dividend from $2.12 to $.40, which has been instrumental in providing the
Company with additional resources to fund future growth opportunities,
particularly in the Roto-Rooter business. During 2000 Roto-Rooter's net income
increased 35 percent through internal growth and acquisitions and reached a
total of $19.7 million. This followed a 38 percent increase in net income during
1999. In addition, since the Board of Directors adopted the new dividend policy,
the price of the Company's Capital Stock has risen from $27.00 per share to
$33.05, on February 28, 2001, an increase of more than 22 percent. Assessing the
operations of Roto-Rooter along with those of Service America and Patient Care,
the Board of Directors believes that the Company is well positioned to enhance
the stockholders'value in the future and that any sale of the Company at this
time would be untimely and not in the best interests of the stockholders.
The Board of Directors also believes that the approval of the proposal could
create an atmosphere that would disadvantage any efforts to merge or sell the
Company, whether now, as the proponent suggests, or in the future. Approval of
the proposal might be viewed as a signal that the Board of Directors, under
pressure from dissident stockholders, has lost its ability to determine the
appropriateness of the timing of the sale of the Company, and thus has little
bargaining power in connection with any such transaction.
FOR THE FOREGOING REASONS, THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL
IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY,
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE PROPOSAL.
The affirmative vote of the majority of shares represented at the meeting will
be necessary for the adoption of the foregoing proposal, with abstentions having
the effect of negative votes and broker non-votes deemed to be absent shares.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THE
RESOLUTION UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
AUDIT COMMITTEE REPORT
The Audit Committee is appointed by the Board of Directors of the Company to
assist the Board in monitoring:
- The integrity of the Company's financial statements.
- Compliance by the Company with legal and regulatory requirements.
- The independence and performance of the Company's internal and external
auditors.
During 2000, the Audit Committee developed a charter for the Committee, which
was approved by the full Board of Directors on May 15, 2000. The complete text
of the new charter is reproduced in the appendix to this Proxy Statement.
The Company's management has primary responsibility for preparing the
Company's financial statements and for the Company's financial reporting
process. The Company's independent accountants, PricewaterhouseCoopers LLP, are
responsible for expressing an opinion on the conformity of the Company's audited
financial statements to generally accepted accounting principles.
17
In this context, the Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements with the Company's management.
2. The Audit Committee has discussed with the independent accountants the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standard, AU 380).
3. The Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees) and has discussed with the independent
accountants the independent accountants' independence.
4. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of
the Company that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, for filing with the SEC.
Each of the members of the Audit Committee is independent as defined under the
listing standards of the New York Stock Exchange.
The undersigned members of the Audit Committee have submitted this Report.
Charles H. Erhart, Jr., Chairman
Patrick P. Grace
Donald E. Saunders
FEES PAID TO INDEPENDENT ACCOUNTANTS
AUDIT FEES
PricewaterhouseCoopers LLP billed the Company $337,600 in aggregate fees and
expenses for professional services rendered for the audit of the Company's
annual financial statements for the year 2000 and the reviews of the financial
statements included in the Company's Forms 10-Q for that year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not pay PricewaterhouseCoopers LLP any fees for professional
services rendered by PricewaterhouseCoopers LLP relating to information
technology for the year 2000.
ALL OTHER FEES
PricewaterhouseCoopers LLP billed the Company $91,170 in aggregate fees for
services rendered by PricewaterhouseCoopers LLP, other than the services
described above, for the year 2000.
The Audit Committee after consideration, has determined that the provision of
non-audit services by PricewaterhouseCoopers LLP is compatible with maintaining
its independence.
STOCKHOLDER PROPOSALS
Any proposals by stockholders intended to be included in the proxy materials
for presentation at the 2002 Annual Meeting of Stockholders must be in writing
and received by the Secretary of the Company no later than December 1, 2001. Any
proposals by stockholders intended to be presented at the 2001 Annual Meeting of
Stockholders outside of the Company's proxy solicitation process shall be
considered untimely if notice of such a proposal is not given to the Secretary
of the Company by February 15, 2001. In the case of timely notice, persons named
in the proxies solicited by the Company for that meeting (or their substitutes)
will be allowed to use their discretionary voting authority when the proposal is
raised at the meeting without any discussion of the proposal in the Company's
proxy statement for that meeting.
18
OTHER MATTERS
As of the date of this Proxy Statement, the management has not been notified
of any stockholder proposals intended to be raised at the 2001 Annual Meeting
outside of the Company's proxy solicitation process nor does management know of
any other matters which will be presented for consideration at the Annual
Meeting. However, if any other stockholder proposals or other business should
come before the meeting, the persons named in the enclosed proxy (or their
substitutes) will have discretionary authority to take such action as shall be
in accordance with their best judgment.
EXPENSES OF SOLICITATION
The expense of soliciting proxies in the accompanying form will be borne by
the Company. The Company will request banks, brokers and other persons holding
shares beneficially owned by others to send proxy materials to the beneficial
owners and to secure their voting instructions, if any. The Company will
reimburse such persons or institutions for their expenses in so doing. In
addition to solicitation by mail, officers and regular employees of the Company
may, without extra remuneration, solicit proxies personally, by telephone or by
telegram from some stockholders if such proxies are not promptly received. The
Company has also retained D. F. King & Co., Inc., a proxy soliciting firm, to
assist in the solicitation of such proxies at a cost which is not expected to
exceed $7,500 plus reasonable expenses. This Proxy Statement and the
accompanying Notice of Meeting are sent by order of the Board of Directors.
Naomi C. Dallob
Secretary
March 31, 2001
19
APPENDIX
CHEMED CORPORATION
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company, (2)
the compliance by the Company with legal and regulatory requirements, and (3)
the independence and performance of the Company's internal and external
auditors.
The members of the Audit Committee shall be appointed by the Board and shall
consist of at least three members of the Board who meet the independence and
experience requirements of the New York Stock Exchange. Accordingly, all of the
members will be directors:
1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company, and:
2. Who are financially literate or who become financially literate within a
reasonable period of time after appointment to the Audit Committee. In
addition, at least one member of the Audit Committee will have accounting
or related financial management expertise.
The Audit Committee shall meet, whether in person or telephonically, at least
two times each year. The Audit Committee shall make regular reports to the
Board.
The Audit Committee shall:
1. Review and assess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
2. Review the annual audited financial statements with management and the
independent auditor prior to the filing by the Company of its Annual
Report on Form 10-K, including significant financial reporting matters
related thereto.
3. Review with management and the independent auditor the Company's quarterly
financial statements prior to the filing by the Company of its reports on
Form 10-Q, or where practicable, prior to the first public release of
quarterly earnings.
4. Review with management the Company's major financial risk exposures and
the steps management has taken to monitor and control such exposures.
5. Review significant issues with respect to the Company's accounting
principles and practices as suggested by the independent auditor, internal
auditors or management.
6. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
7. Approve the fees to be paid to the independent auditor.
8. Receive periodic reports no less frequently than annually from the
independent auditor regarding the auditor's independence, discuss such
reports with the auditor, and if so determined by the Audit Committee,
recommend that the Board take appropriate action to satisfy itself to
the independence of the auditor.
9. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the independent auditor.
10. Meet with the independent auditor prior to the annual audit to review the
planning and scope of the audit.
20
11. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61, as amended, relating to the
conduct of the annual audit and quarterly reviews.
12. Review with management and the independent auditor the internal audit
department responsibilities and the adequacy of its resources to carry out
its responsibilities.
13. Review the appointment and replacement of the senior internal auditing
officer.
14. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
15. Review with the Company's counsel legal matters that may have a material
impact on the financial statements and any material reports or inquires
received from regulators or governmental agencies.
16. Meet with management, the senior audit officer and the independent auditor
in separate executive sessions to discuss any matters that the Audit
Committee or those persons believe should be discussed.
17. Review and approve the expense reports of the Company's principal
executive officer.
The foregoing functions shall be the common recurring activities of the Audit
Committee in carrying out its functions. These functions are set forth as a
guide with the understanding that the Audit Committee may diverge from this
guide as appropriate given the circumstances.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor.
Consequently, in carrying out its responsibilities, the Audit Committee is not
providing any expert or special assurance as to the Company's financial
statements or any professional certification as to the independent auditor's
work. Nor is it the duty of the Audit Committee to conduct investigations, to
resolve disagreements, if any, between management and the independent auditor,
or to assure compliance with laws and regulations.
21
CHEMED
CHEMED CORPORATION
Please detach here
- --------------------------------------------------------------------------------
CHEMED CORPORATION
STOCKHOLDER'S PROXY AND
CONFIDENTIAL ESOP VOTING INSTRUCTION CARD
ANNUAL MEETING OF STOCKHOLDERS, MAY 21, 2001
The undersigned hereby appoints E. L. Hutton, K. J. McNamara and N. C. Dallob as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to represent and to vote, as designated on the reverse side, all the shares of
capital stock of Chemed Corporation held of record by the undersigned on March
23, 2001, at the Annual Meeting of Stockholders to be held on May 21, 2001, or
at any adjournment thereof.
This proxy also provides confidential voting instructions for shares of Chemed
Capital Stock held by the Trustee of the Chemed Employee Stock Ownership Plans
(ESOP), as applicable, for the benefit of the undersigned and directs such
Trustee to vote as designated on the reverse side of this card. The Trustee will
vote all unallocated shares in the same proportion the allocated shares have
been voted and will vote allocated shares for which no voting instructions have
been received in the same proportion as total voted allocated shares.
This proxy/confidential ESOP voting instruction card is solicited jointly by the
Board of Directors of Chemed Corporation and the Trustee of the Chemed ESOP
pursuant to a separate Notice of Annual Meeting and Proxy Statement, receipt of
which is hereby acknowledged.
The Company's proxy tabulator, Wells Fargo Bank Minnesota, N. A., will report
separately to the Company and to the Trustee as to proxies received and voting
instructions provided. Individual ESOP voting instructions will be kept
confidential by the proxy tabulator and not provided to the Company.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(continued and to be signed on reverse side)
22
COMPANY #
CONTROL #
THERE ARE TWO WAYS TO VOTE:
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- Use any touch-tone telephone to vote 24 hours a day, 7 days a week,
until 12:00, noon, Eastern Daylight Time, on May 18, 2001.
- You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number located above.
- Follow the simple instructions.
YOUR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES AND/OR ESOP TRUSTEE TO VOTE
YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR
PROXY/CONFIDENTIAL ESOP VOTING INSTRUCTION CARD.
VOTE BY MAIL
Mark, sign and date your proxy/confidential ESOP voting instruction card and
return it in the postage-paid envelope provided or return it to Wells Fargo Bank
Minnesota, N. A., c/o Shareowner Services, P. O. Box 64873, St. Paul, MN
55164-0873.
IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR CARD.
Please detach here
................................................................................
(continued from other side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING ACTIONS OR PROPOSALS:
1. Election of Directors (mark only one box):
01 Edward L. Hutton 05 Charles H. Erhart, Jr. 09 Walter L. Krebs 13 Timothy S. O'Toole [ ]FOR all [ ] WITHHOLD ALL
02 Kevin J. McNamara 06 Joel F. Gemunder 10 Sandra E. Laney 14 Donald E. Saunders nominees VOTING
03 Rick L. Arquilla 07 Patrick P. Grace 11 Spencer S. Lee 15 Paul C. Voet listed unless AUTHORITY for
04 James H. Devlin 08 Thomas C. Hutton 12 John M. Mount 16 George J. Walsh III indicated below. directors.
[INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED AT THE RIGHT.]
2. Ratifying the selection of independent accountants. [ ] For [ ] Against [ ] Abstain
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING PROPOSAL:
3. Stockholder Proposal concerning sale of the Company. [ ] For [ ] Against [ ] Abstain
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR ACTIONS OR PROPOSALS 1
AND 2 AND AGAINST PROPOSAL 3.
Address Change? Mark Box [ ] Indicate changes below Dated ________________, 2001
Signature(s) in Box
NOTE: Please sign as name appears. Joint
owners should each sign. When signed on
behalf of a corporation, partnership,
estate, trust or other stockholder, state
how you are authorized to sign.
