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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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Chemed Corporation
.........................................................................
(Name of Registrant as Specified in its Charter)
Chemed Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11_/
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4) Proposed maximum aggregate value of transaction:
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_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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CHEMED LOGO HERE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1994
The Annual Meeting of Stockholders of Chemed Corporation will be held at The
Phoenix Club, 812 Race Street, Cincinnati, Ohio, on Monday, May 16, 1994 at
11:00 a.m. for the following purposes:
(1) To elect directors;
(2) To ratify the selection by the Board of Directors of independent
accountants; and
(3) To transact such other business as may properly be brought before the
meeting.
Stockholders of record at the close of business on March 18, 1994 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. NO POSTAGE IS REQUIRED IF IT IS MAILED IN THE UNITED
STATES.
Kevin J. McNamara
Secretary
April 5, 1994
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CHEMED LOGO HERE
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Chemed Corporation (hereinafter called the "Company") of
proxies to be used at the Annual Meeting of Stockholders ("Annual Meeting") of
the Company to be held on May 16, 1994 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 April 5, 1994. 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 18, 1994
will be entitled to vote at the Annual Meeting or any adjournments thereof. On
such date, the Company had outstanding 9,845,166 shares of capital stock, par
value $1 per share ("Capital Stock"), entitled to one vote per share.
ELECTION OF DIRECTORS
Seventeen directors are to be elected at the Annual Meeting to serve until
the following annual meeting of stockholders 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. The Company has a program under which one nomination for
membership on the Board of Directors is rotated each year among senior officers
of the Company and senior executives of its affiliates and operating
subsidiaries. The persons considered to be in the rotating group are Naomi C.
Dallob, Robert B. Garber, Douglas B. Harper, Anthony C. Hutton and Arthur V.
Tucker. Mr. A. C. Hutton is being nominated from the group this year. It is
anticipated that additional executives of the Company will be included in this
rotating group in future years.
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
the holders of a majority of the voting power of the stockholders represented
at the meeting will be necessary to elect each of the nominees for director.
NOMINEES
J. PETER GRACE Mr. Grace is Chairman of the Board of
Director since 1970 Directors of the Company and is Chairman and
Age: 80 a director of W. R. Grace & Co. (hereinafter
"Grace"), Boca Raton, Florida (international
specialty chemicals and health care), and
served Grace as its Chief Executive Officer
from 1945 to 1992. He is a director of
Milliken & Company, National Sanitary Supply
Company, Omnicare, Inc., Roto-Rooter, Inc.,
and Stone & Webster, Incorporated. He is also
a trustee emeritus of Atlantic Mutual
Insurance Company, Atlantic Reinsurance
Company and Centennial Insurance Co. and a
director emeritus of Ingersoll-Rand Company.
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EDWARD L. HUTTON Mr. Hutton is Chairman and Chief Executive
Director since 1970 Officer of the Company and has held these
Age: 74 positions since November 1993. Previously,
from 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 (health-care
products and services), a public corporation
in which the Company holds a 25.7% ownership
interest (hereinafter "Omnicare"), Chairman of
Roto-Rooter, Inc., Cincinnati, Ohio
(plumbing and drain cleaning services and
home service contracts), a 59%-owned
subsidiary of the Company (hereinafter
"Roto-Rooter"), and Chairman of National
Sanitary Supply Company, Cincinnati, Ohio
(sanitary and maintenance supplies
distributor), an 87%-owned subsidiary of the
Company (hereinafter "National"). Mr. Hutton
is a director of National, Omnicare,
Roto-Rooter and Sonic Corporation. Mr. Hutton
is the father of Thomas C. Hutton, a Vice
President and a director of the Company, an
uncle of Jon D. Krahulik, the President and
Chief Operating Officer and a director of the
Company, and an uncle of Anthony C. Hutton,
a Vice President and a nominee for director
of the Company.
JON D. KRAHULIK Mr. Krahulik is President and Chief Operating
Director since August 1992 Officer of the Company and has held this
Age: 49 position since November 1993. Previously,
from February 1993 to November 1993 he was
Vice Chairman of the Board of Directors of
the Company and from December 1990 to
November 1993 he was an Associate Justice of
the Supreme Court of Indiana. From 1975 to
December 1990, he was a partner with the law
firm of Bingham Summers Welsh & Spilman,
Indianapolis, Indiana. He is also a Vice
Chairman and a director of National, the Vice
Chairman and a director of Roto-Rooter and
the Vice Chairman of the Board and a director
of Omnicare. Mr. Krahulik is a nephew of
Edward L. Hutton, Chairman and Chief
Executive Officer and a director of the
Company, a cousin of Thomas C. Hutton, a Vice
President and director of the Company, and a
cousin of Anthony C. Hutton, a Vice President
and a nominee for director of the Company.
JAMES A. CUNNINGHAM Mr. Cunningham is a Senior Chemical Adviser
Director since 1990 with Wertheim Schroder & Co. Incorporated,
Age: 49 New York, New York (an investment banking,
asset management and securities firm) and
has held this position since March 1992.
Previously, he was a Managing Director of
Furman Selz Incorporated, New York, New York
(an institutional investment company), and
held this position from October 1990 to March
1992. From January 1988 to June 1990, he was
a Director of The First Boston Corporation,
New York, New York (an investment banking
firm). Mr. Cunningham is a director of
National, Omnicare and Roto-Rooter.
JAMES H. DEVLIN Mr. Devlin is a Vice President of the Company
Director from May 1991 and Group Executive of the Company's Veratex
to May 1992 and since Group and has held these positions since
February 1993 December 1992. Previously, Mr. Devlin was an
Age: 47 Executive Vice President of Omnicare from
May 1989 to December 1992 and held the same
position with the Veratex Group since May
1987 when it was owned and operated by
Omnicare.
CHARLES H. ERHART, JR. Mr. Erhart retired as President of Grace in
Director since 1970 August 1990, having held that position since
Age: 68 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 Grace, National, Omnicare
and Roto-Rooter.
JOEL F. GEMUNDER Mr. Gemunder is President of Omnicare and has
Director since 1977 held this position since May 1981. He is also
Age: 54 a director of Omnicare, National and
Roto-Rooter.
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WILLIAM R. GRIFFIN Mr. Griffin is President and Chief Executive
Director since 1981 Officer and a director of Roto-Rooter and
Age: 50 has held these positions since May 1985. Mr.
Griffin is also an Executive Vice President
of the Company and has held this position
since May 1991. Mr. Griffin is a director of
Barefoot Inc., National and Omnicare.
ANTHONY C. HUTTON Mr. Hutton is a Vice President of the Company
Previously a director from and has held this position since May 1982.
May 1989 to May 1991 and Mr. Hutton is a director of National,
May 1992 to May 1993 Roto-Rooter and Exel Limited. He is a nephew
Age: 53 of Edward L. Hutton, the Chairman and Chief
Executive Officer and a director of the
Company, a cousin of Jon D. Krahulik, the
President and Chief Operating Officer and a
director of the Company, and a cousin of
Thomas C. Hutton, a Vice President and a
director of the Company.
THOMAS C. HUTTON Mr. Hutton is a Vice President of the Company
Director since 1985 and has held this position since February
Age: 43 1988. Mr. Hutton is a director of National,
Omnicare and Roto-Rooter. He is a son of
Edward L. Hutton, the Chairman and Chief
Executive Officer and a director of the
Company, a cousin of Jon D. Krahulik, the
President and Chief Operating Officer and a
director of the Company, and a cousin of
Anthony C. Hutton, a Vice President and a
nominee for director of the Company.
SANDRA E. LANEY Ms. Laney is Senior Vice President and the
Director since 1986 Chief Administrative Officer of the Company
Age: 50 and has held these positions since November
1993 and May 1991, respectively. Previously,
from May 1984 to November 1993, she was a
Vice President of the Company. Ms. Laney is a
director of National, Omnicare and
Roto-Rooter.
KEVIN J. MCNAMARA Mr. McNamara is an Executive Vice President
Director since 1987 and the Secretary and General Counsel of the
Age: 40 Company and has held these positions since
November 1993, August 1986 and August 1986,
respectively. Previously, from May 1992 to
November 1993 he was a Vice Chairman of the
Company and from August 1986 to May 1992 he
was a Vice President of the Company. He is a
director of National, Omnicare and
Roto-Rooter.
JOHN M. MOUNT Mr. Mount is a Principal of Lynch-Mount
Previously a director from Associates, Cincinnati, Ohio (management
May 1986 to April 1991 consulting), and has held this position since
Age: 52 November 1993. From April 1991 to November
1993, Mr. Mount was Senior Vice President of
Diversey Corporation, Detroit, Michigan
(specialty chemicals) ("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 the
Company's then wholly-owned subsidiary,
DuBois Chemicals, Inc. He held the latter
position from September 1986 to April 1991.
TIMOTHY S. O'TOOLE Mr. O'Toole is an Executive Vice President
Director since August 1991 and the Treasurer of the Company and has held
Age: 38 these positions since May 1992. From February
1989 to May 1992, he was a Vice President and
Treasurer of the Company. From May 1988 to
February 1989, he served as Vice President
and Director of Taxes of the Company. He is
a director of Vitas Healthcare Corporation,
Omnicare and Roto-Rooter.
D. WALTER ROBBINS, JR. Mr. Robbins is a consultant to W. R. Grace &
Director since 1970 Co. and has held this position since January
Age: 74 1987. He is a director of Grace, National,
Omnicare and Roto-Rooter.
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PAUL C. VOET Mr. Voet is an Executive Vice President of
Director since 1980 the Company and has held this position since
Age: 47 May 1991. Previously, from May 1988 to
November 1993 he also served the Company as a
Vice Chairman. Mr. Voet is President and
Chief Executive Officer of National. He is a
director of National, Omnicare and
Roto-Rooter.
HUGH A. WESTBROOK Mr. Westbrook is Chairman and Chief Executive
Director since March 1992 Officer of Vitas Healthcare Corporation
Age: 49 (formerly Hospice Care, Incorporated), Miami,
Florida (comprehensive health care for
terminally ill persons and their families).
He has held these positions since September
1983.
DIRECTORS EMERITI
In May 1983, the Board of Directors adopted a policy of conferring the
honorary designation of Director Emeritus upon former directors who have made
valuable contributions to the Company and whose continued advice is believed to
be of value to the Board of Directors. Under this policy, each Director
Emeritus is furnished with a copy of all agendas and other materials furnished
to members of the Board of Directors generally and is invited to attend all
meetings of the Board; however, a Director Emeritus is not entitled to vote on
any matters presented to the Board. In 1985, Dr. Herman B Wells, who served as
a director of the Company from 1970 until 1985, was designated as a Director
Emeritus, and in 1991, Leon Levy, who served as a director of the Company from
1982 to 1991, was designated as a Director Emeritus. Each Director Emeritus is
paid an annual fee of $6,200, and for each meeting attended, a Director
Emeritus is paid $200.
It is anticipated that at the annual meeting of the Board of Directors, Mr.
Neal Gilliatt, who has served as a director of the Company since 1970, will be
designated a Director Emeritus. In addition, it is anticipated that Mr. Levy
and Dr. Wells will each again be designated as a Director Emeritus.
COMPENSATION OF DIRECTORS
Throughout 1993, each member of the Board of Directors who was not a regular
employee of the Company or of a wholly-owned subsidiary of the Company was paid
an annual fee of $3,200 and each member of a Committee of the Board (other than
its chairman) was paid an additional annual fee of $1,600. For each meeting of
the Board of Directors attended, a director was paid $800. A Committee member
was paid $800 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 was paid $400 for his attendance at the Committee meeting. Mr.
Griffin is the only director who is an employee of a subsidiary which is not
wholly-owned by the Company.
In addition, in May 1993 each member of the Board of Directors (other than
those serving on the Incentive Committee of either the Company or an affiliated
company) was granted an unrestricted stock award covering 50 shares of the
Company's Capital Stock under the Company's 1988 Stock Incentive Plan. Those
directors who are members of the Incentive Committee of either the Company or
an affiliated company were paid the cash equivalent of the 50 share stock award
or $1,500.
Throughout 1993, the chairman of each Committee of the Board of Directors was
paid an annual fee in addition to the attendance fees referred to above. The
chairman of the Audit Committee was paid at the rate of $5,350 per annum and
the chairman of each of the Incentive Committee and the Compensation Committee
was paid at the rate of $2,568 per annum. In addition, each member of the Board
of Directors and of a Committee was reimbursed for his reasonable travel
expenses incurred in connection with such meetings.
The Company has a deferred compensation plan for non-employee directors under
which certain directors who are non-regular employees of the Company or of a
wholly- or partially-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 the
Company's 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.
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COMMITTEES AND MEETINGS OF THE BOARD
The Company has the following Committees of the Board of Directors: Audit
Committee, Compensation Committee and Incentive Committee. It does not have a
nominating committee of the Board of Directors.
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 and (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. The Audit Committee consists of Messrs. Erhart, Hoekman and
Robbins. The Audit Committee met on two occasions during 1993.
The Compensation 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 and (c) adoption and administration
of certain employee benefit plans and programs. The Compensation Committee
consists of Ms. Laney and Messrs. Cunningham, Erhart and Robbins. During 1993,
the Compensation Committee met on four occasions.
The Incentive Committee administers the Company's five Stock Incentive Plans
and its 1983 Incentive Stock Option Plan. In addition, the Incentive Committee
makes (a) grants of stock options and stock awards to key employees of the
Company and (b) recommendations to the Board of Directors concerning additional
year-end contributions by the Company under the Savings and Investment Plan.
The Incentive Committee consists of Messrs. Cunningham, Erhart and Robbins. The
Incentive Committee met on two occasions during 1993.
During 1993, there were six meetings of the Board of Directors, and each
director attended at least 75% 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ms. Laney who served on the Compensation Committee during 1993 is a Senior
Vice President and the Chief Administrative Officer of the Company.
EXECUTIVE COMPENSATION
JOINT REPORT OF THE COMPENSATION COMMITTEE AND 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 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, 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 through the coordinated
efforts of the Compensation Committee and the Incentive Committee of the Board
of Directors. The membership of the Incentive Committee is comprised of outside
directors (i.e. non-employees of the Company) and the Compensation Committee
is composed of three outside directors and Ms. Laney, who is an executive
officer of the Company. The Compensation 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 Committee on
such matters must be approved by the full Board of Directors. The Incentive
Committee administers the Company's stock incentive plans under which it
reviews and approves grants of stock options and restricted stock awards.
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Both the Compensation and Incentive Committees may use their discretion to
set executive compensation where, in their collective 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 Committee takes into account the magnitude of responsibility of
the position, individual experience and performance and specific issues
particular to the Company. In general, base salaries are set at levels believed
by this Compensation Committee to be sufficient to attract and retain qualified
executives when considered with the other components of the Company's
compensation structure.
The Compensation 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 executives and key managers
is to provide a direct financial incentive in the form of an annual cash bonus
to these executives to achieve their business unit's and the Company's annual
goals. Operational and financial goals are established 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 non-financial 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 percent 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%-50% 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 which generally
lapse over three- or four-year periods. The Committee considers each grantee's
current option and award holdings in making 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 and Incentive Committee have considered, and are continuing
to review, the qualifying compensation regulations issued by the Internal
Revenue Service in December 1993. As compensation for any individual is not
currently expected to exceed the $1 million base, the Company is not presently
affected by these regulations.
The base salary of Mr. E. L. Hutton, Chairman and Chief Executive Officer of
the Company, which was last increased on August 1, 1989, was increased at an
annualized rate of 4.1% in 1993 to a base rate of $500,000. His cash bonus in
respect of 1993 services was $224,000 which represents an increase of $29,000
over 1992 and 44.8% of his current base salary. Restricted stock awards having
a value of $191,000 were granted to Mr. Hutton in respect of 1993 services and
Mr. Hutton was granted 45,000 stock options. Factors considered in establishing
the compensation levels in 1993 for Mr. Hutton were the Company's sales growth
of 31% and growth in income from continuing earnings of 24.5%. The Compensation
Committee and the Incentive Committee believe that Mr. Hutton's base salary,
the increase in his cash bonus and the restricted stock awards granted to Mr.
Hutton in respect of 1993 services are consistent with his performance as
measured by these factors and the other criteria discussed above.
Compensation Committee: Incentive Committee:
Charles H. Erhart, Jr., Chairman D. Walter Robbins, Jr., Chairman
James A. Cunningham Charles H. Erhart, Jr.
Sandra E. Laney James A. Cunningham
D. Walter Robbins, Jr.
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Summary Compensation Table
The following table shows the compensation paid to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
for the past three years for all services rendered in all capacities to the
Company and its subsidiaries:
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SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
------------------- ---------------------------------------------------------------------
CHEMED SECURITIES ROTO-ROOTER SECURITIES NATIONAL
RESTRICTED UNDERLYING RESTRICTED UNDERLYING RESTRICTED
NAME AND STOCK CHEMED STOCK ROTO-ROOTER STOCK
PRINCIPAL AWARDS STOCK AWARDS STOCK AWARDS
POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS (#) ($)(2) OPTIONS(#) ($)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
E.L. Hutton 1993 $435,000 $224,000 $191,000 45,000 $120,000 31,500 $ 51,450
Chairman and 1992 422,000 195,000 157,500 70,000 57,000 -0- 45,357
CEO 1991 422,000 185,450 390,000 58,975 50,000 8,000 40,000
J.D. Krahulik(7) 1993 137,500 42,500 30,000 25,000 6,000 4,000 12,250
President 1992 N/A N/A N/A N/A N/A N/A N/A
1991 N/A N/A N/A N/A N/A N/A N/A
P.C. Voet 1993 234,956 70,000 -0- 5,000 -0- -0- 55,125
Executive Vice 1992 227,196 60,000 -0- 25,000 -0- -0- 45,375
President 1991 224,563 48,000 10,000 20,750 -0- 500 40,000
K.J. McNamara 1993 135,090 32,500 27,000 16,000 4,500 3,000 7,350
Executive Vice 1992(10) 82,798 1,900 11,000 20,000 -0- -0- 6,600
President, 1991(10) 82,798 4,950 16,000 13,750 -0- 500 6,000
Secretary and
General Counsel
T.S. O'Toole 1993 84,186 28,300 27,000 16,000 5,500 3,000 7,350
Executive Vice 1992 80,023 13,300 27,000 23,000 -0- -0- 6,600
President and 1991 77,517 11,100 35,000 12,175 10,000 -0- 6,000
Treasurer
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- --------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------
LONG TERM COMPENSATION AWARDS
-------------------------------
SECURITIES SECURITIES
UNDERLYING UNDERLYING
NAME AND NATIONAL CHS STOCK ALL OTHER
PRINCIPAL STOCK OPTIONS COMPENSATION
POSITION YEAR OPTIONS(#) (#)(4) ($)(5)
- --------------------------------------------------------------------------------------
E.L. Hutton 1993 -0- 10,000 $144,057(6)
Chairman and 1992 -0- -0- 261,340
CEO 1991 20,000 15,000 N/A
J.D. Krahulik(7) 1993 -0- -0- 26,881(8)
President 1992 N/A N/A N/A
1991 N/A N/A N/A
P.C. Voet 1993 -0- -0- 59,113(9)
Executive Vice 1992 -0- -0- 98,167
President 1991 20,000 -0- N/A
K.J. McNamara 1993 -0- -0- 40,757(11)
Executive Vice 1992(10) -0- -0- 29,256
President, 1991(10) 1,000 -0- N/A
Secretary and
General Counsel
T.S. O'Toole 1993 -0- 1,500 23,268(12)
Executive Vice 1992 -0- -0- 34,864
President and 1991 -0- 2,000 N/A
Treasurer
- --------------------------------------------------------------------------------------
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SUMMARY COMPENSATION TABLE (continued)
(1) The number and value of the aggregate restricted shares of Chemed Capital
Stock held by the named executives at December 31, 1993, were as follows:
E.L. Hutton -- 16,016 shares, $488,488; J.D. Krahulik -- -0- shares, $0.00;
P.C. Voet -- 517 shares, $15,769; K.J. McNamara -- 844 shares, $25,742; and
T.S. O'Toole -- 2,012 shares, $61,366. Restricted shares vest evenly over a
three-year or four-year period. Recipients receive dividends on the
awarded shares and are entitled to vote them, whether or not vested.
(2) The number and value of the aggregate restricted shares of Roto-Rooter
Common Stock held by the named executives at December 31, 1993 were as
follows: E.L. Hutton -- 5,209 shares, $156,270; J.D. Krahulik -- -0-
shares, $0.00; P.C. Voet -- -0- shares, $0.00; K.J. McNamara -- -0-
shares, $0.00; and T.S. O'Toole 188 shares, $5,640. Restricted shares
vest evenly over a three-year period. Recipients receive dividends on
the awarded shares and are entitled to vote them, whether or not vested.
(3) The number and value of the aggregate restricted shares of National Common
Stock held by the named executives at December 31, 1993 were as follows;
E.L. Hutton -- 7,001 shares, $94,514; J.D. Krahulik -- -0- shares, $0.00;
P.C. Voet -- 9,669 shares, $130,532; K.J. McNamara -- 1,034 shares,
$13,959; and T.S. O'Toole -- 1,034 shares, $13,959. Restricted shares
vest evenly over a three-year or four-year period. Recipients receive
dividends on the awarded shares and are entitled to vote them, whether or
not vested.
(4) Convenient Home Services, Inc. ("CHS") is 30% owned by the Company and 70%
owned by Roto-Rooter.
(5) In accordance with the transitional provisions applicable to the
disclosure rules of the Securities and Exchange Commission, amounts of
"All Other Compensation" for 1991 have been excluded.
(6) Includes $98,480 allocated to Mr. Hutton's account under the Company's
Employee Stock Ownership Plans ("ESOP"), a $41,593 premium payment to
purchase term life insurance under the Company's Executive Salary
Protection Plan ("ESP"), and a $3,984 premium payment for term life
insurance.
(7) Prior to 1993, Mr. Krahulik was not an executive officer of the Company.
In February 1993, he was appointed Vice Chairman of the Board of Directors
of the Company, and in November 1993, he became President of the Company.
The amounts set forth in the chart for 1993 reflect the compensation Mr.
Krahulik received for services rendered to the Company in both capacities.
(8) Includes $14,226 allocated to Mr. Krahulik's account under the ESOP, a
$3,027 premium payment to purchase term life insurance under the ESP, a
$528 premium payment for term life insurance, $5,100 in director fees from
Roto-Rooter and $4,000 in director fees from National.
(9) Includes $48,895 allocated to Mr. Voet's account under the ESOP, a $3,142
premium payment to purchase term life insurance under the ESP, a $1,976
premium payment for term life insurance, and $5,100 in director fees from
Roto-Rooter.
(10) Does not include compensation Mr. McNamara received as Executive Vice
President and Chief Operating Officer of Omnicare.
(11) Includes $27,520 allocated to Mr. McNamara's account under the ESOP, a
$710 premium payment to purchase term life insurance under the ESP, a
$1,027 premium payment for term life insurance, $6,000 in director fees
from Roto-Rooter and $5,500 in director fees from National.
(12) Includes $16,584 allocated to Mr. O'Toole's account under the ESOP, a $924
premium payment to purchase term life insurance under the ESP, a $660
premium payment for term life insurance and $5,100 in director fees from
Roto-Rooter.
8
11
STOCK OPTIONS
The table below shows information concerning Chemed stock options granted
in 1993 to the named executives in the Summary Compensation Table.
CHEMED OPTION GRANTS IN 1993
- ----------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------- -------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (1)(#) IN 1993 ($/SHARE) DATE 5%($) 10%($)
- ------------------------------------------------------------------------------- -------------------------------
E.L. Hutton 45,000 18.0% $28.56 03/03/2003 $808,200 $2,048,400
J.D. Krahulik 25,000 10.0 28.56 03/03/2003 449,000 1,138,000
P.C. Voet 5,000 2.0 28.56 03/03/2003 89,800 227,600
K.J. McNamara 16,000 6.3 28.56 03/03/2003 287,360 728,320
T.S. O'Toole 17,000 6.8 28.56 03/03/2003 305,320 773,840
- ------------------------------------------------------------------------------- -------------------------------
(1) These options, which were granted on February 3, 1993, provide for the purchase price of option shares equal to
the fair market value of Chemed Capital Stock on that date, and become exercisable in four equal annual installments
beginning on August 3, 1993.
The table below shows information concerning Chemed stock options exercised
during 1993 and the year-end number and value of unexercised Chemed stock
options held by the executive officers named in the Summary Compensation Table.
- -------------------------------------------------------------------------------------------------------------------
AGGREGATED CHEMED STOCK OPTION EXERCISES
IN 1993 AND YEAR-END STOCK OPTION VALUES
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTONS AT 12/31/93 (#) AT 12/31/93 ($)
ON EXERCISE REALIZED ------------------------------------------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------
E.L. Hutton 10,469 $311,099 75,000 73,750 $274,655 $282,175
J.D. Krahulik -0- -0- 6,250 18,750 12,125 36,375
P.C. Voet 5,774 175,655 9,500 23,500 2,973 86,275
K.J. McNamara 3,926 109,536 7,550 25,750 33,540 85,430
T.S. O'Toole 3,405 102,212 15,601 18,250 26,155 94,865
- -------------------------------------------------------------------------------------------------------------------
9
12
The table below shows information concerning Roto-Rooter stock options
granted in 1993 to the named executives in the Summary Compensation Table.
ROTO-ROOTER OPTION GRANTS IN 1993
- ----------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------- -------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (1)(#) IN 1993 ($/SHARE) DATE 5%($) 10%($)
- ------------------------------------------------------------------------------- -------------------------------
E.L. Hutton 11,500 (1) 6.8% $25.25 03/03/2003 $182,620 $462,760
20,000 (2) 11.9 23.88 05/17/2003 306,800 781,800
J.D. Krahulik 4,000 (2) 2.4 23.88 05/17/2003 61,360 156,360
P.C. Voet -0- 0.0 0.00 -- 0.00 0.00
K.J. McNamara 2,000 (1) 1.2 25.25 03/03/2003 31,760 80,480
1,000 (2) 0.6 23.88 05/17/2003 15,340 39,090
T.S. O'Toole 2,000 (1) 1.2 25.25 03/03/2003 31,760 80,480
1,000 (2) 0.6 23.88 05/17/2003 15,340 39,090
- ------------------------------------------------------------------------------- -------------------------------
(1) These options, which were granted on March 3, 1993, provide for the purchase price of option shares equal to the
fair market value of Roto-Rooter Common Stock on that date, and become exercisable in four equal annual installments
beginning on March 3, 1994.
(2) These options, which were granted on May 17, 1993, provide for the purchase price of option shares equal to the fair
market value of Roto-Rooter Common Stock on that date and become exercisable in four equal annual installments
beginning on May 17, 1994.
(3) Percentage of total options granted to employees is based on the total number of options granted to Roto-Rooter employees.
The table below shows information concerning Roto-Rooter stock options
exercised during 1993 and the year-end number and value of unexercised
Roto-Rooter stock options held by the executive officers named in the Summary
Compensation Table.
- ------------------------------------------------------------------------------------------------------------------
AGGREGATED ROTO-ROOTER STOCK OPTION EXERCISES
IN 1993 AND YEAR-END STOCK OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTONS AT 12/31/93 (#) AT 12/31/93 ($)
ON EXERCISE REALIZED -----------------------------------------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
E.L. Hutton 8,417 $314,155 1 38,500 $ 21 $262,395
J.D. Krahulik -0- -0- -0- 4,000 -0- 24,480
P.C. Voet -0- -0- 1,750 250 18,158 3,062
K.J. McNamara 356 10,142 500 3,500 3,655 21,548
T.S. O'Toole -0- -0- -0- 3,000 -0- 15,625
- ------------------------------------------------------------------------------------------------------------------
10
13
The table below shows information concerning National stock options exercised
during 1993 and the year-end number and value of unexercised National stock
options held by the executive officers named in the Summary Compensation Table.
- ------------------------------------------------------------------------------------------------------------------
AGGREGATED NATIONAL STOCK OPTION EXERCISES
IN 1993 AND YEAR-END STOCK OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTONS AT 12/31/93 (#) AT 12/31/93 ($)
ON EXERCISE REALIZED -----------------------------------------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
E.L. Hutton 17,500 $98,425 37,223 12,500 $167,504 $81,200
J.D. Krahulik -0- -0- -0- -0- -0- -0-
P.C. Voet 12,500 84,350 48,223 12,500 226,354 81,200
K.J. McNamara -0- -0- 2,000 500 7,060 3,185
T.S. O'Toole -0- -0- -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------------------------------
The table below shows information concerning Convenient Home Services, Inc.
("CHS") stock options granted in 1993 to the named executives in the Summary
Compensation Table.
CHS OPTION GRANTS IN 1993
- ----------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ---------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (1)(#) IN 1993 ($/SHARE) DATE 5%($) 10%($)
- ---------------------------------------------------------------------------------------------------------------
E.L. Hutton 10,000 14.7% $3.62 03/03/03 $22,800 $57,700
J.D. Kranhulik -0- 0.0 -- -- -0- -0-
P.C. Voet -0- 0.0 -- -- -0- -0-
K.J. McNamara -0- 0.0 -- -- -0- -0-
T.S. O'Toole 1,500 2.2 3.62 03/03/03 3,420 8,655
- ---------------------------------------------------------------------------------------------------------------
(1) These options, which were granted on March 3, 1993, provide for the purchase price of option shares equal to the fair
market value of CHS Common Stock on that date, and become exercisable over a five-year period with no shares being
exercisable for two years, 20% exercisable on and after the first day of the third year, 50% exercisable on and after the
first day of the fourth year, and 100% exercisable on and after the first day of the fifth year. Since CHS Common Stock is
not publicly traded, the fair market value of the option shares on the date of the grant was based on an appraisal performed
by Valuation Research as of that date.
11
14
The table below shows information concerning the year-end number and value of
unexercised CHS stock options held by the executive officers named in the
Summary Compensation Table.
- -------------------------------------------------------------------------------------------------
1993 YEAR-END CHS STOCK OPTION VALUES
- -------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS AT 12/31/93(#) OPTIONS AT 12/31/93($)
- -------------------------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------
E.L. Hutton 3,000 22,000 $1,860 $7,440
J.D. Krahulik -0- -0- -0- -0-
P.C. Voet -0- -0- -0- -0-
K.J. McNamara -0- -0- -0- -0-
T.S. O'Toole 400 3,100 248 992
- -------------------------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. E. L. Hutton,
Voet, McNamara and O'Toole. Mr. Hutton's employment agreement provides for his
continued employment as Chairman and Chief Executive Officer of the Company
through May 3, 1998, subject to earlier termination under certain circumstances
at a base salary of $422,000 per annum or such higher amounts 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% of his then current base salary plus 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 twelve months prior to termination for the balance of the
term of the agreement. Messrs. Voet, O'Toole and McNamara have employment
agreements which provide for their continued employment as senior executives of
the Company through May 3, 1998, and are identical in all material respects to
that of Mr. Hutton, except their respective agreements provide for a base
salary of $227,196, $80,023 and $128,298 per annum or such higher amounts as
the Board of Directors may determine. In addition, each agreement for Messrs.
Hutton, Voet and McNamara provides for the officer's nomination as a director
of the Company.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the yearly percentage change in the Company's
cumulative total stockholder return on the Capital Stock (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the period
December 31, 1988 to December 1, 1993, assuming dividend reinvestment, and (B)
the difference between the Company's share price at December 31, 1988 and
December 31, 1993; by (ii) the share price at December 31, 1988) with (1) the
cumulative total return, assuming reinvestment of dividends, of the S & P 500
Stock Index and (2) Dow Jones Industrial Diversified Index.
12
15
CHEMED CORPORATION
TOTAL CUMULATIVE STOCKHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 1993
[GRAPH]
- --------------------------------------------------------------------------------------------------------------
DECEMBER 31... 1988 1989 1990 1991 1992 1993
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Chemed 100.00 114.86 63.79 106.79 111.74 133.52
- --------------------------------------------------------------------------------------------------------------
S&P 500 100.00 131.59 127.49 166.17 178.81 196.75
- --------------------------------------------------------------------------------------------------------------
Dow Jones Industrial Diversified 100.00 125.69 116.83 144.66 168.33 205.69
- --------------------------------------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the only persons
who are known to be the beneficial owners of more than 5% of the Capital Stock
of the Company:
- ----------------------------------------------------------------------------------------------------------
PERCENT
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF CLASS
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP (2)
- ----------------------------------------------------------------------------------------------------------
Capital Stock The Fifth Third Bank 1,447,877 shares; Trustee of the 14.5%
Par Value Fifth Third Center Company's Savings and Investment Plan
$1 Per Share Cincinnati, Ohio and Employee Stock Ownership Plans (1)
- ----------------------------------------------------------------------------------------------------------
(1) Shared voting power, 1,052,494 shares; and shared dispositive power, 1,396,844 shares.
(2) For purposes of calculating Percent of Class, all shares subject to stock options which were exercisable within 60 days
from February 28, 1994 were assumed to have been issued.
13
16
The following table sets forth information as of February 28, 1994 with
respect to the Capital Stock of the Company, Roto-Rooter Common Stock and
National Common 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 OF PERCENT OF
NAME TITLE OF CLASS BENEFICIAL OWNERSHIP (1) CLASS (2)
- ------------------------------------------------------------------------------------------------------------
E.L. Hutton Chemed Capital Stock 66,403 Direct
75,000 Option
4,000 Trustee
Roto-Rooter Common Stock 33,374 Direct
2,876 Option
5,000 Trustee
National Common Stock 24,509 Direct
42,223 Option
J.A. Cunningham Chemed Capital Stock 1,000 Direct
500 Trustee
Roto-Rooter Common Stock 1,000 Direct
National Common Stock 1,000 Direct
J.H. Devlin Chemed Capital Stock 2,443 Direct
2,500 Direct
Roto-Rooter Common Stock None
National Common Stock None
C.H. Erhart, Jr. Chemed Capital Stock 1,500 Direct
Roto-Rooter Common Stock 6,666 Direct
National Common Stock 5,000 Direct
J.F. Gemunder Chemed Capital Stock 6,301 Direct
1,250 Option
Roto-Rooter Common Stock 290 Direct
750 Option
National Common Stock 400 Direct
N. Gilliatt Chemed Capital Stock 3,400 Direct
Roto-Rooter Common Stock 6,666 Direct
National Common Stock 1,000 Direct
J.P. Grace Chemed Capital Stock 100 Direct
Roto-Rooter Common Stock 100 Direct
1,625 Option
National Common Stock 200 Direct
1,312 Option
W.R. Griffin Chemed Capital Stock 4,014 Direct
5,500 Option
Roto-Rooter Common Stock 21,255 Direct
21,375 Option
National Common Stock 2,000 Direct
1,312 Option
W.J. Hoekman Chemed Capital Stock 117,900 Trustee (3) 1.2%
Roto-Rooter Common Stock 75,800 Trustee (3) 1.5%
National Common Stock None
A.C. Hutton Chemed Capital Stock 13,421 Direct
18,000 Option
Trustee (4)
Roto-Rooter Common Stock 2,250 Direct
National Common Stock 2,250 Direct
- ------------------------------------------------------------------------------------------------------------
14
17
- ------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE OF PERCENT OF
NAME TITLE OF CLASS BENEFICIAL OWNERSHIP (1) CLASS (2)
- ------------------------------------------------------------------------------------------------------------
T.C. Hutton Chemed Capital Stock 19,170 Direct
4,000 Option
5,000 Trustee (4)
Roto-Rooter Common Stock 3,947 Direct
1,375 Option
5,000 Trustee
National Common Stock 3,265 Direct
1,937 Option
J.D. Krahulik Chemed Capital Stock 2,491 Direct
6,250 Option
Roto-Rooter Common Stock 350 Direct
National Common Stock 1,150 Direct
S.E. Laney Chemed Capital Stock 18,891 Direct
22,050 Option
Trustee (4)
Roto-Rooter Common Stock 3,368 Direct
625 Option
National Common Stock 2,602 Direct
750 Direct
K.J. McNamara Chemed Capital Stock 8,090 Direct
9,500 Option
Trustee (4)
Roto-Rooter Common Stock 1,373 Direct
1,125 Option
National Common Stock 2,376 Direct
2,250 Option
J.M. Mount Chemed Capital Stock 4,927 Direct
Roto-Rooter Common Stock None
National Common Stock None
T.S. O'Toole Chemed Capital Stock 9,868 Direct
7,550 Option
Roto-Rooter Common Stock 1,392 Direct
500 Option
National Common Stock 2,164 Direct
D.W. Robbins, Jr. Chemed Capital Stock 2,000 Direct
Roto-Rooter Common Stock 1,000 Direct
National Common Stock 2,000 Direct
A.V. Tucker Chemed Capital Stock 5,974 Direct
12,710 Direct
Roto-Rooter Common Stock None
National Common Stock 200 Direct
P.C. Voet Chemed Capital Stock 19,471 Direct
15,250 Option
Trustee (4)
Roto-Rooter Common Stock 1,866 Direct
625 Option
National Common Stock 29,877 Direct
53,223 Option
H.A. Westbrook Chemed Capital Stock 1,100 Direct
Roto-Rooter Common Stock None
National Common Stock None
- ------------------------------------------------------------------------------------------------------------
15
18
- -------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE OF PERCENT OF
NAME TITLE OF CLASS BENEFICIAL OWNERSHIP (1) CLASS (2)
- -------------------------------------------------------------------------------------------------------------
Directors and Executive Chemed Capital Stock 190,564 Direct 1.9%
Officers as a Group 175,013 Trustee (5) 1.7%
(20 persons) 179,560 Option 1.7%
Roto-Rooter Common Stock 84,897 Direct 1.6%
85,800 Trustee (5) 1.6%
30,876 Option
National Common Stock 79,993 Direct 1.3%
-- Trustee
103,007 Option 1.7%
- -------------------------------------------------------------------------------------------------------------
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
Chemed Capital Stock, Roto-Rooter Common Stock and National Common Stock
allocated as at December 31, 1993 to the account of each named person or
member of the group under the Company's Savings and Investment Plan and
under the Company's ESOP, or with respect to Mr. Gemunder allocated to
his account as at December 31, 1993 under the Omnicare Employees Savings
and Investment Plan, or with respect to Mr. Griffin, allocated to his
account as at December 31, 1993 under the Roto-Rooter Retirement and
Savings 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 February 28, 1994. For purposes of
determining the Percent of Class, all shares subject to stock options
which were exercisable within 60 days from February 28, 1994 were assumed
to have been issued.
(2) Percent of Class under 1.0% is not shown.
(3) Comprises shares with respect to which Mr. Hoekman shares the power to
direct the voting as a member of a bank trust committee.
(4) Messrs. A. Hutton, T. Hutton, McNamara and Voet and Ms. Laney are
trustees of the Chemed Foundation which holds 52,113 shares of the
Company's 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.
(5) Shares over which more than one individual holds beneficial ownership
have only been counted once in calculating the aggregate number of shares
owned by Directors and Executive Officers as a group.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 the Company's Capital Stock are
required to file reports with respect to their ownership and changes in
ownership of the Company's 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 1993, no reports on Form 5 were
required to be filed with the SEC, the Company believes that during the period
January 1, 1993 through December 31, 1993, the Company's officers and directors
and greater-than-10 percent stockholders have complied with all Section 16(a)
reporting requirements.
TRANSACTIONS
Mr. Westbrook is a director and, on a fully diluted basis, a 18.88% owner of
Vitas Healthcare Corporation, formerly Hospice Care Incorporated ("HCI"). On
December 17, 1991, the Company purchased 270,000 shares of 9% preferred stock
of HCI and two warrants entitling the Company to purchase, on a fully diluted
basis (subject to the terms of the warrants), in the aggregate up to 22.28% of
the common stock of HCI at a cost of $18,000,000. The Company receives
$2,430,000 in annual cash dividends from its investment in the HCI preferred
stock.
16
19
During 1993, Mr. Cunningham was a Senior Chemical Adviser for Wertheim
Schroder & Co. Incorporated which performed investment banking services for the
Company.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of Price Waterhouse as
independent accountants for the Company and its consolidated subsidiaries for
the year 1994. This firm has acted as independent accountants for the Company
and its consolidated subsidiaries since 1970. Although the submission of this
matter to the stockholders is not required by law or by the By-Laws of the
Company, the selection of Price Waterhouse will be submitted for ratification
at the Annual Meeting. The affirmative vote of a majority of the voting power
of the stockholders represented at the meeting will be necessary to ratify the
selection of Price Waterhouse as independent accountants for the Company and
its consolidated subsidiaries for the year 1994. 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 Price Waterhouse will be present at
the Company's Annual Meeting. Such representative shall have the opportunity to
make a statement if he desires to do so and shall be available to respond to
appropriate questions raised at the meeting.
STOCKHOLDER PROPOSALS
Any proposals by stockholders intended to be included in the proxy materials
for presentation at the 1995 Annual Meeting of Stockholders must be in writing
and received by the Secretary of the Company no later than December 6, 1994.
OTHER MATTERS
As of the date of this Proxy Statement, the management knows of no other
matters which will be presented for consideration at the Annual Meeting.
However, if any 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 $6,500 plus reasonable expenses. This Proxy Statement and the
accompanying Notice of Meeting are sent by order of the Board of Directors.
Kevin J. McNamara
Secretary
April 5, 1994
17
20
CHEMED CORPORATION
2600 CHEMED CENTER
255 EAST FIFTH STREET PLEASE MARK, SIGN, DATE AND RETURN PROXY
CINCINNATI, OHIO 45202 CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS, MAY 16, 1994.
The undersigned hereby appoints E.L. Hutton and K.J. McNamara 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 stock of
Chemed Corporation held of record by the undersigned on March 18, 1994, at the
Annual Meeting of Stockholders to be held on May 16, 1994, or at any
adjournment thereof.
(Continued and to be signed on reverse side)
1. Election of Directors (mark only one box):
/ / FOR all nominees listed.
J. Peter Grace
Edward L. Hutton
Jon D. Krahulik
James A. Cunningham
James H. Devlin
Charles H. Erhart, Jr.
/ / FOR nominees listed EXCEPT those whose names I have stricken.
Joel F. Gemunder
William R. Griffin
Anthony C. Hutton
Thomas C. Hutton
Sandra E. Laney
/ / WITHHOLD ALL AUTHORITY to vote in the selection of directors.
Kevin J. McNamara
John M. Mount
Timothy S. O'Toole
D. Walter Robbins, Jr.
Paul C. Voet
Hugh A. Westbrook
2. Ratifying the selection of independent accountants.
/ / FOR
/ / AGAINST
/ / ABSTAIN
3. 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 PROPOSALS (1) AND (2).
DATED:
-----------------------------------, 1994
(Be sure to date Proxy)
SIGNED:
----------------------------------------
----------------------------------------
(Please sign exactly as names appear at left)
When signed on behalf of a corporation,
partnership, estate, trust, or other
stockholder, state your title or capacity or
otherwise indicate that you are authorized to
sign.
