UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 17, 2004
ROTO-ROOTER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
Page 1 of 2
Item 5. Other Events
The Registrant announced May 18, 2004 that, effective May
17, 2004, it has changed its name to "Chemed Corporation"
and has increased the number of authorized shares from 15
million to 40 million. The Registrant's press release,
dated May 18, 2004, is attached as an exhibit to this
report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
c) Exhibits
(99.1) Registrant's press release dated May 18, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROTO-ROOTER INC.
Dated: May 18, 2004 By: /s/ Arthur V. Tucker, Jr.
------------- --------------------------
Arthur V. Tucker, Jr.
Vice President and Controller
Page 2 of 2
Exhibit 99.1
Roto-Rooter Holds Annual Stockholders' Meeting; Shareholders Approve Name Change
to Chemed Corporation; Board Declares Quarterly Dividend
CINCINNATI--(BUSINESS WIRE)--May 18, 2004--Stockholders of
Roto-Rooter, Inc. (NYSE:RRR), approved changing the company's name to
Chemed Corporation at yesterday's annual meeting of stockholders. The
name change will take effect as soon as practicable, and the company's
stock will continue to be listed on the New York Stock Exchange under
the new symbol CHE (NYSE:CHE).
Also at the meeting, shareholders elected a slate of 12 directors,
increasing the number of directors by one. The new director, Donald
Breen, 51, a senior vice president of John Morrell & Co., is an
independent director based on New York Stock Exchange standards.
Shareholders also adopted the company's 2004 Stock Incentive Plan,
amended the Company's 2002 Executive Long-Term Incentive Plan to
permit awards to be paid in shares of capital stock as well as in
cash, and increased the number of authorized shares of capital stock
from 15,000,000 to 40,000,000 shares.
Dividend Declared
Following the meeting, the Board of Directors declared a quarterly
cash dividend of 12 cents per share on the company's capital stock,
payable on June 10, 2004, to stockholders of record on May 28, 2004.
This represents the 132nd consecutive quarterly dividend paid to
shareholders in 33 years as a public company.
The Board of Directors also elected Edward L. Hutton, previously
chairman of the company, as Chairman of the Board.
Listed on the New York Stock Exchange and headquartered in
Cincinnati, Ohio, Chemed Corporation (www.chemed.com) is the nation's
largest provider of end-of-life hospice care services through its
VITAS Healthcare Corporation subsidiary. Chemed also maintains a
presence in the residential and commercial repair-and-maintenance
industry through two subsidiaries. Roto-Rooter is North America's
largest provider of plumbing and drain cleaning services. Service
America Network Inc. provides major-appliance and
heating/air-conditioning repair, maintenance, and replacement
services.
Statements in this press release or in other Company
communications may relate to future events or the Company's future
performance. Such statements are forward-looking statements and are
based on present information the Company has related to its existing
business circumstances. Investors are cautioned that such
forward-looking statements are subject to inherent risk that actual
results may differ materially from such forward-looking statements.
Further, investors are cautioned that the Company does not assume any
obligation to update forward-looking statements based on unanticipated
events or changed expectations.
CONTACT: Chemed Corporation
David P. Williams, 513-762-6901