PROSPECTUS
CHEMED CORPORATION
(FORMERLY ROTO-ROOTER, INC.)
2,000,000 SHARES
CAPITAL STOCK
We are registering 2,000,000 shares of capital stock for offer and
sale from time to time by the selling stockholders named in this prospectus.
We will not receive any of the proceeds from the sale of these shares of
capital stock.
This prospectus should be read in conjunction with the documents
incorporated by reference herein.
Our capital stock is listed on the New York Stock Exchange under the
symbol "CHE."
Investing in our capital stock involves risks. See "Risk Factors"
beginning on page 4, and the risk factors incorporated herein by reference,
for a discussion of the risks you should consider before investing in our
capital stock.
The shares covered by this prospectus may be offered for sale from
time to time on the New York Stock Exchange or otherwise, at prices then
obtainable. The selling stockholders listed in this prospectus may sell any,
all or none of the shares offered by this prospectus. See "Plan of
Distribution" beginning on page 11 for a discussion of these and other
distribution matters.
____________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. ____________________
The date of this prospectus is May 19, 2004.
TABLE OF CONTENTS
PAGE
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Summary......................................................................2
Risk Factors.................................................................4
Note on Forward-Looking Statements...........................................6
Use of Proceeds..............................................................7
Selling Stockholders.........................................................7
Description of Capital Stock.................................................9
Plan of Distribution........................................................11
Legal Matters...............................................................13
Experts.....................................................................13
Where You Can Find More Information.........................................13
Incorporation By Reference..................................................13
Market Data.................................................................14
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SUMMARY
THE FOLLOWING SUMMARY CONTAINS BASIC INFORMATION ABOUT THE COMPANY
AND THIS OFFERING. BECAUSE THIS IS A SUMMARY, IT NECESSARILY DOES NOT CONTAIN
ALL THE INFORMATION THAT MAY BE IMPORTANT TO YOU. FOR A MORE COMPLETE
UNDERSTANDING OF THE OFFERING, WE ENCOURAGE YOU TO CAREFULLY READ THIS ENTIRE
PROSPECTUS, INCLUDING THE "RISK FACTORS" SECTION, AND THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN. WHEN WE REFER TO "CHEMED," "THE COMPANY,"
"WE," "OUR" AND "US" IN THIS PROSPECTUS WE MEAN CHEMED CORPORATION AND ITS
SUBSIDIARIES UNLESS THE CONTEXT INDICATES OTHERWISE.
BUSINESS OF THE COMPANY
We are involved in three lines of business: plumbing and drain
cleaning services, heating/air-conditioning repair, and hospice care. We
entered the hospice care business when we acquired the remaining 63% of Vitas
Healthcare Corporation ("Vitas") that we did not previously own on February
24, 2004.
We believe our Roto-Rooter business is the largest provider of
plumbing and drain cleaning services in North America, providing repair and
maintenance services to residential and commercial accounts. We operate
through more than 100 company-owned branches and independent contractors and
500 franchisees. We offer services to more than 90% of the U.S. population and
approximately 55% of the Canadian population. We also have licensed master
franchisees in Australia, China, Indonesia, Japan, Mexico, the Philippines and
the United Kingdom.
Our Service America business provides residential and commercial
appliance and heating/air-conditioning repair, maintenance and replacement
services. It also sells air conditioning equipment and duct cleaning services.
Vitas is the nation's largest provider of hospice services for
patients with severe, life-limiting illnesses. This type of care is aimed at
making the terminally ill patient's final days as comfortable and pain free as
possible. Hospice care is typically available to patients who have been
initially certified as terminally ill (i.e., a prognosis of six months or
less).
Vitas' hospice operations began in South Florida in 1978 and Vitas
was incorporated as a for-profit corporation in 1983. Today, Vitas provides a
comprehensive range of hospice services through 25 operating programs covering
many of the large population areas in the U.S., including Florida, California,
Texas and Illinois. Vitas has over 6,000 employees including approximately
2,400 nurses and 1,500 home health aides.
We are a holding company and derive all of our operating income from
our subsidiaries.
The Company's name was Roto-Rooter, Inc. until May 17, 2004, when
its name became Chemed Corporation.
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THE OFFERING
Securities Offered..............2,000,000 shares of capital stock of Chemed.
Use of Proceeds.................The Company will not receive any proceeds from
sales of capital stock by the selling
stockholders pursuant to this prospectus.
Capital Stock...................Our capital stock is listed on the New York
Stock Exchange under the symbol "CHE."
OUR ADDRESS
Our executive offices are located at 225 E. Fifth Street,
Cincinnati, Ohio 45202 and our telephone number is (513) 762-6900. Our website
is located at http://www.chemed.com. The information on our website is
not part of this prospectus.
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND ALL OF
THE INFORMATION AND THE RISK FACTORS SET FORTH IN THIS PROSPECTUS AND
INCORPORATED BY REFERENCE HEREIN BEFORE DECIDING TO INVEST IN THE CAPITAL
STOCK. THE RISKS DESCRIBED BELOW AND INCORPORATED BY REFERENCE HEREIN ARE NOT
THE ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS NOT NOW KNOW TO US OR THAT
we currently deem immaterial may also impair our business operations.
RISKS RELATED TO OUR CAPITAL STOCK
OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY.
The market price of our capital stock could fluctuate significantly
in response to variations in quarterly operating results and other factors,
such as:
o changes in our business, operations or prospects;
o developments in our relationships with our customers;
o announcements of new products or services by us or by our
competitors;
o announcement or completion of acquisitions by us or by our
competitors;
o changes in existing or adoption of additional government
regulations;
o unfavorable or reduced analyst coverage; and
o prevailing domestic and international market and economic
conditions.
In addition, the stock market has experienced significant price
fluctuations in recent years. Many companies experienced material fluctuations
in their stock price that were unrelated to their operating performance. Broad
market fluctuations, general economic conditions and specific conditions in
the industries in which we operate may adversely affect the market price of
our capital stock.
LIMITED TRADING VOLUME OF OUR CAPITAL STOCK MAY CONTRIBUTE TO ITS PRICE
VOLATILITY.
Our capital stock is traded on the New York Stock Exchange, or NYSE.
During the year ended December 31, 2003, the average daily trading volume for
our capital stock as reported by the NYSE was approximately 41,475 shares. We
are uncertain whether a more active trading market in our capital stock will
develop. Also, many investment banks no longer find it profitable to provide
securities research on small-cap and mid-cap companies. If analysts were to
discontinue coverage of our capital stock, our trading volume may be further
reduced. As a result, relatively small trades may have a significant impact on
the market price of our capital stock, which could increase the volatility and
depress the price of our capital stock.
FUTURE SALES OF OUR CAPITAL STOCK MAY CAUSE OUR STOCK PRICE TO DECLINE.
In the future, we may sell additional shares of our capital stock in
public or private offerings, and we may also issue additional shares of our
capital stock to finance future acquisitions. Shares of our capital stock are
also available for future sale pursuant to stock
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options that we have granted to our employees, and in the future we may grant
additional stock options to our employees. Sales of substantial amounts of our
capital stock, or the perception that such sales could occur, may adversely
affect prevailing market prices for shares of our capital stock and could
impair our ability to raise capital through future offerings.
WE ARE SUBJECT TO CERTAIN ANTI-TAKEOVER STATUTES THAT MIGHT MAKE IT MORE
DIFFICULT TO EFFECT A CHANGE IN CONTROL OF THE COMPANY.
We are subject to the anti-takeover provisions of Section 203 of the
Delaware General Corporation Law, which prohibits us from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in a
prescribed manner. The application of Section 203 could have the effect of
delaying or preventing a change of control that could be advantageous to
stockholders.
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NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking statements
generally can be identified by use of statements that include words such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and
other words and terms of similar meaning, although not all forward-looking
statements contain such words. Statements that describe our objectives, plans
or goals are also forward-looking statements. These forward-looking statements
are subject to risks and uncertainties which could cause actual results to
differ materially from those currently anticipated. Factors that could
materially affect these forward-looking statements can be found in our
periodic reports filed with the Securities and Exchange Commission (the "SEC")
and herein under the heading "Risk Factors." Potential investors and other
readers are urged to consider these factors carefully in evaluating the
forward-looking statements and are cautioned not to place undue reliance on
these forward-looking statements. The forward-looking statements included in
this prospectus are made only as of the date of this prospectus, and we
undertake no obligation to publicly update these forward-looking statements to
reflect new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or might not
occur. We cannot assure you that projected results or events will be achieved.
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USE OF PROCEEDS
The Company will not receive any proceeds from sales of capital
stock by the selling stockholders pursuant to this prospectus.
SELLING STOCKHOLDERS
The following table sets forth for each selling stockholder, to the
extent known by us, the amount of our capital stock beneficially owned by each
selling stockholder prior to the offering, the amount of our capital stock
being offered in the offering and the percentage of outstanding capital stock
to be owned after completion of the offering based upon the number of shares
outstanding at March 31, 2004. This table may be expanded or supplemented in
prospectus supplements as new information becomes available to us. All
information contained in the table below is based upon information provided to
us by the selling stockholders, and we have not independently verified this
information. None of the selling stockholders or any of its affiliates,
officers, directors or principal equity holders has held any position or
office or has had any material relationship with us or any of our predecessors
or affiliates within the past three years.
Only selling stockholders identified as beneficially owning the
capital stock set forth opposite each such selling stockholder's name in the
table on the effective date of the registration statement, of which this
prospectus forms a part, may sell such securities pursuant to the registration
statement. Prior to any use of this prospectus in connection with an offering
of the capital stock, the registration statement of which this prospectus
forms a part will be amended by a post-effective amendment to set forth the
name and number of shares of capital stock to be offered. The prospectus,
which will be a part of such a post-effective amendment, will also disclose
whether any selling stockholder selling in connection with such prospectus has
held any position or office with or otherwise has had a material relationship
with us or any of our predecessors or affiliates during the three years prior
to the date of the prospectus if such information has not been disclosed
herein.
To the extent that any of the listed selling stockholders are
broker- dealers, they are deemed by the SEC to be "underwriters" within the
meaning of the Securities Act. With respect to selling stockholders that are
affiliates of broker-dealers, we believe that such entities acquired their
shares of capital stock in the ordinary course of business and at the time of
the purchase of such shares such selling stockholders had no agreements or
understandings, directly or indirectly, with any person to distribute those
securities. To the extent that we determine that such entities did not acquire
shares in the ordinary course of business or did have such an agreement or
understanding, we will file a post-effective amendment to the registration
statement of which this prospectus is a part to designate such affiliate as an
"underwriter" within the meaning of the Securities Act.
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NUMBER OF
SHARES OF PERCENTAGE OF
CAPITAL STOCK NUMBER OF BENEFICIAL
BENEFICIALLY SHARES OF OWNERSHIP AFTER
OWNED BEFORE CAPITAL STOCK COMPLETION
NAME OF SELLING STOCKHOLDER OFFERING BEING OFFERED OF OFFERING
- ------------------------------------------- ---------------- ------------------ ------------------
Perry Principals Investments LLC 520,000 520,000 *
York Capital Management, L.P. 40,760 38,042 *
York Investment Limited 129,340 121,558 *
York Select, L.P. 34,794 32,474 *
York Select Unit Trust 22,206 20,726 *
York Distressed Opportunities Fund, L.P. 60,000 56,000 *
Opportunities Fund, L.P.
York Global Value Partners, L.P. 12,000 11,200 *
DE Shaw Laminar Portfolios, LLC 220,000 220,000 *
Mackay Shields Long/Short Fund, L.P. 30,000 30,000 *
Mackay Shields Long/Short Fund (Master) LP 150,000 150,000 *
Long/Short Fund
(Master) LP
Quantum Partners, LDC 100,000 100,000 *
Silver Oak Capital, 180,000 180,000 *
L.L.C.
Drawbridge Special 90,000 90,000 *
Opportunities Fund LP
Drawbridge Special 60,000 60,000 *
Opportunities Fund
Ltd.
Drawbridge Global 70,000 70,000 *
Macro Master Fund Ltd.
Massachusetts Mutual 149,500 149,500 *
Life Insurance Company
MassMutual Corporate 20,000 20,000 *
Investors
MassMutual 10,500 10,500 *
Participation
Investors
Event Partners Debt 120,000 120,000 *
Acquisition, LLC
* Less than one percent
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is only a summary of
the detailed provisions of our certificate of incorporation, as amended, and
by- laws, as amended. These statements do not purport to be complete, or to
give full effect to the provisions of statutory or common law, and are subject
to, and are qualified in their entirety by reference to, the terms of our
certificate of incorporation and by-laws. We encourage you to read our
certificate of incorporation and by-laws which have been filed with the SEC
and are incorporated by reference in this prospectus for a more complete
description.
GENERAL
Our authorized capital stock consists of 15,000,000 shares of
capital stock, par value $1.00 per share. Our certificate of incorporation
does not authorize the issuance of shares of preferred stock. As of March 31,
2004, we had 12,154,633 shares of capital stock outstanding. In addition, as
of March 31, 2004, an aggregate of 1,013,776 shares of our capital stock were
issuable upon the exercise of outstanding options and 67,302 shares were
reserved for issuance under our stock incentive plans. As of March 31, 2004,
378,533 shares of our capital stock were reserved for conversion of our trust
preferred securities.
RIGHTS OF HOLDERS OF OUR CAPITAL STOCK
Stockholders are entitled to one vote for each share of our capital
stock held of record on all matters on which stockholders are entitled or
permitted to vote. Our capital stock does not have cumulative voting rights in
the election of directors. As a result, holders of a majority of the shares of
our capital stock voting for the election of directors can elect all the
directors standing for election. Holders of our capital stock are entitled to
receive dividends out of legally available funds when and if declared from
time to time by our Board of Directors. In the event of our liquidation,
dissolution or winding up, the holders of our capital stock will be entitled
to share ratably in all assets remaining after payment of liabilities. Our
capital stock has no preemptive, subscription or conversion rights, and there
are no redemption or sinking fund provisions in our certificate of
incorporation. The outstanding shares of our capital stock are fully paid and
nonassessable.
CORPORATE GOVERNANCE PROVISIONS OF OUR BY-LAWS
Our by-laws provide that stockholders may act by written consent
without a meeting if consents in writing, setting forth the action taken, are
signed by the holders of record of shares having not less than the minimum
voting power that would be necessary to take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Our by-laws
provide that special meetings of stockholders may be called at any time by the
Chairman, President or the Secretary of the Company or upon the written
request of a majority of the Board of Directors or of the holders of record
shares having a majority of the voting power of the capital stock of the
Company then entitled to vote for the election of directors. Our by-laws
provide that the number of directors will be fixed from time to time by
resolution of the Board of Directors or, in the absence thereof, will be the
number of directors elected at the preceding annual meeting of the
stockholders. Our by-laws provide that the Board of Directors must constitute
no fewer than 3 and no more than 40 directors. Our Board of Directors
currently consists of 11 directors.
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SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
We are a Delaware corporation that is subject to Section 203 of the
Delaware General Corporation Law. Section 203 provides in general that a
stockholder acquiring more than 15% of the outstanding voting stock of a
corporation subject to Section 203 but less than 85% of such stock may not
engage in a Business Combination, as defined in Section 203, with the
corporation for a period of three years from the date on which that
stockholder became an Interested Stockholder, as defined in Section 203,
unless (1) prior to such date the corporation's board of directors approved
either the Business Combination or the transaction in which the stockholder
became an Interested Stockholder or (2) the Business Combination is approved
by the corporation's board of directors and authorized by the holders of at
least 66% of the outstanding voting stock of the corporation not owned by the
Interested Stockholder. A "Business Combination" includes a merger, asset sale
or other transaction resulting in a financial benefit to a stockholder. A
Delaware corporation may "opt out" of Section 203 with an express provision in
its original certificate of incorporation or an express provision in its
certificate of incorporation or by-laws resulting from amendments approved by
holders of at least a majority of a corporation's outstanding voting shares.
We have not "opted out" of the provisions of Section 203.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our certificate of incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law, no director will be liable
to us or our stockholders for monetary damages for breach of fiduciary duty as
a director. Under the Delaware General Corporation Law, liability of a
director may not be limited:
o for any breach of the director's duty of loyalty to us
or our stockholders,
o for acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law,
o in respect of certain unlawful dividend payments or stock
redemptions or repurchases, and
o for any transaction from which the director derives an improper
personal benefit.
The effect of this provision of our certificate of incorporation is to
eliminate our rights and the rights of our stockholders to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director, including breaches resulting from negligent or grossly negligent
behavior, except in the situations described above. This provision does not
limit or eliminate our rights or the rights of any stockholder to seek non-
monetary relief such as an injunction or rescission in the event of a breach of
a director's duty of care. In addition, our by-laws provide that we will
indemnify our directors, officers, employees and agents to the fullest extent
permitted by the Delaware General Corporation Law. We may purchase and
maintain insurance or furnish similar protection on behalf of any officer or
director against any liability asserted against the officer or director and
incurred by the officer or director in such capacity, or arising out of the
status, as an officer or director.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our capital stock is Wells
Fargo Bank, N.A.
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PLAN OF DISTRIBUTION
The selling stockholders, or their pledgees, donees, transferees, or
any of their successors in interest selling shares received from a named
selling stockholder as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus (all of whom may
be selling stockholders), may sell the shares of capital stock from time to
time after the date of this prospectus on any stock exchange or automated
interdealer quotation system on which the capital stock is listed, in the
over-the-counter market, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at prices otherwise
negotiated. The selling stockholders may sell the shares of capital stock by
one or more of the following methods, without limitation:
(a) ordinary brokerage transactions (including block trades) and
transactions in which the broker solicits purchases;
(b) private sales or private transactions;
(c) one or more underwritten offerings on a firm commitment or best
efforts basis; and
(b) a combination of any of these methods of sale or any other legally
available means, whether or not described in this prospectus.
At the time a particular offering of shares is made hereunder, to
the extent required by Rule 424 under the Securities Act of 1933, we will file
a prospectus supplement setting forth:
(a) the number of shares involved;
(b) the names of any underwriters, dealers or agents;
(c) the price at which the shares are being offered or purchased;
(d) any commissions or discounts or concessions allowed to
broker-dealers;
(e) any discounts, commissions or other items constituting
compensation from the selling shareholder; and
(f) any other facts material to the transaction.
In connection with sales of the shares of capital stock the selling
stockholders may enter into hedging transactions with broker-dealers only to
the extent permitted by the Securities Act and any applicable securities laws
of any state of the United States. These broker-dealers may in turn engage in
short sales of the shares of capital stock and deliver shares of capital stock
to close out such short positions, or loan or pledge shares of capital stock
to broker-dealers that may in turn sell such securities. The selling
stockholders may pledge or grant a security interest in some or all of the
shares of capital stock that it owns and, if it defaults in the performance of
its secured obligations, the pledgees or secured parties may offer and sell
the shares of capital stock from time to time pursuant to this prospectus. The
selling stockholders may also transfer and donate shares of capital stock in
other circumstances, in which case the transferees, donees, pledgees or other
successors in interest will be selling stockholders for the purposes of this
prospectus.
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To our knowledge, there are currently no plans, arrangements or
understanding between any selling stockholders and any underwriters,
broker-dealer or agent regarding the sale of the shares of capital stock by
the selling stockholders.
The shares of capital stock registered hereby were issued and sold
on February 24, 2004 in transactions exempt from the registration requirements
of the Securities Act pursuant to Rule 144A under the Securities Act. We
agreed to register the shares under the Securities Act and to keep the
registration statement of which this prospectus is a part effective until the
earlier of the date on which the selling stockholders have sold all of the
shares, the shares covered hereby are no longer outstanding or the holders are
entitled to sell their shares under Rule 144 under the Securities Act.
Pursuant to the registration rights agreement, we have agreed to
indemnify in certain circumstances the selling stockholders and any brokers,
dealers and agents who may be deemed to be underwriters, if any, of the shares
covered by the registration statement, against certain liabilities, including
liabilities under the Securities Act. The selling stockholders have agreed to
indemnify us in certain circumstances against certain liabilities, including
liabilities under the Securities Act. We have also agreed to pay certain
expenses in connection with this offering, including, in certain
circumstances, the fees and expenses of counsel to the selling stockholders,
but not including underwriting discounts, concessions, commissions or fees of
the selling stockholders.
The selling stockholders and any other person participating in such
distribution will be subject to the Exchange Act rules, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the shares of capital stock by the selling stockholders and any such
other person. In addition, Regulation M of the Exchange Act may restrict the
ability of any person engaged in the distribution of the shares of capital
stock to engage in market-making activities with respect to the shares of
capital stock being distributed for a period of up to five business days prior
to the commencement of distribution. This may affect the marketability of the
shares of capital stock and the ability of any person or entity to engage in
market-making activities with respect to the shares of capital stock.
The Company will not receive any proceeds from sales of any shares
by the selling stockholders.
Because we can not assure you that the selling stockholders will
sell all or any portion of the shares offered hereby, we cannot estimate how
many shares of capital stock that the selling stockholders will hold upon
consummation of any sale.
We may suspend the use of this prospectus by the selling stockholder
under certain circumstances.
Any capital stock sold by a selling stockholder pursuant to a
prospectus supplement will be listed on the New York Stock Exchange, subject
to official notice of issuance.
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LEGAL MATTERS
The validity of the shares of capital stock will be passed upon for
us by Naomi C. Dallob, Esq., our Vice President and Secretary.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
2003 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of Vitas as of September 30,
2003 and 2002, and for each of the three years in the period ended September
30, 2003, incorporated by reference from our Form 8-K/A filed on February 23,
2004 with the SEC, have been audited by Ernst & Young LLP, independent
auditors, as stated in their report thereon included therein and are included
in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 with
respect to the capital stock offered in this prospectus. This prospectus does
not contain all of the information set forth in the registration statement and
the exhibits to that registration statement. For further information with
respect to us and the capital stock, we refer you to the registration
statement and its exhibits. We also file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any document we file at the Public Reference Room of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are
also available to the public from the SEC's website at http://www.sec.gov and
on our website at http://www.rotorooterinc.com. Reports and other information
concerning us can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, phone (212) 656-5060. Our
capital stock is listed and traded on the New York Stock Exchange under the
trading symbol "CHE." With the exception of the documents we file with the
SEC, the information contained on our website is not incorporated by reference
in this prospectus and you should not consider it a part of this prospectus.
INCORPORATION BY REFERENCE
We are incorporating by reference the information that we file with
the SEC, which means that we are disclosing important information to you in
those documents. The information incorporated by reference is an important
part of this prospectus, and the information that we subsequently file with
the SEC will automatically update and supercede information in this prospectus
and in our other filings with the SEC. We incorporate by reference the
documents listed below, which we have already filed with the SEC, and any
future filings we make with the
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SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until all of the shares of capital stock are sold by the selling
stockholders; we are not, however, incorporating by reference any documents or
portions thereof, whether specifically listed below or filed in the future,
that are not deemed "filed" with the SEC, including any information furnished
pursuant to Items 9 or 12 of Form 8-K:
o Annual Report on Form 10-K for the year ended December 31,
2003 filed on March 12, 2004; and
o Amended Current Report on Form 8-K/A filed on February 23,
2004, Current Report on Form 8-K filed on February 24,
2004, Current Report on Form 8-K filed on April 7, 2004 and
Current Report on Form 8-K filed on May 18, 2004.
Any statement contained in this prospectus, or in a document all or
a portion of which is incorporated by reference in this prospectus, will be
deemed to be modified or superceded for purposes of this prospectus to the
extent that a statement contained in this prospectus is modified or supercedes
the statement. Any such statement or document so modified or superceded will
not be deemed, except as so modified or superceded, to constitute a part of
this prospectus.
You may request a copy of any of our filings with the SEC, or any of
the agreements or other documents that constitute exhibits to those filings,
at no cost, by writing or telephoning us at the following address or phone
number:
Chemed Corporation
c/o Investor Relations
2600 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4726
Telephone: (800) 224-3622 or (513) 762-6463
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT COVER OF THIS PROSPECTUS.
MARKET DATA
The market data and certain industry forecasts contained or
incorporated by reference in this prospectus are based on internal surveys,
market research, publicly available information, industry publications or good
faith estimates of our management. Industry publications generally state that
the information contained therein has been obtained from sources believed to
be reliable, but that the accuracy and completeness of such information is not
guaranteed. Similarly, internal surveys, industry forecasts and market
research, while believed to be reliable, have not been independently verified,
and we make no representation as to the accuracy of such information.
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CHEMED CORPORATION