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):
April 4, 2007
CHEMED CORPORATION
(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 8.01 Other Events
The Registrant announced April 4, 2007, that it issued a notice of
redemption, to redeem on May 4, 2007, subject to the satisfaction or waiver
of the condition referred to below, the entire $150 million aggregate
principal amount of its 8-3/4% Senior Notes due 2011 (Notes). This
redemption is being made pursuant to the terms of the indenture dated
February 24, 2004 at a redemption price of 104.375% of the principal amount
of the Notes together with accrued but unpaid interest.
This redemption is contingent upon the completion of one or more
financing transactions by the Company prior to May 4, 2007, with terms that
are reasonably satisfactory to the registrant. Accordingly, redemption will
not occur, and none of the Notes will be deemed due and payable, on May 4,
2007, unless this financing condition is satisfied or waived by Chemed.
On the redemption date, assuming satisfaction or waiver of the
financing condition, the redemption price will become due and payable on
all outstanding Notes. Upon redemption, interest on the Notes will cease to
accrue on and after the redemption date, and the only remaining right of
the holders of the Notes after such date will be to receive payment of the
redemption price and accrued interest upon surrender of the Notes
If and when the redemption is completed the Company will incur a
pretax charge of $11.5 million, comprising the write-off of deferred
financing and other costs ($4.9 million) related to the Notes and the
payment of the 4.375% redemption premium ($6.6 million). This charge will
be classified as a loss on extinguishment of debt in the consolidated
statement of income.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
(99.1) Registrant's press release dated April 4, 2007.
(99.2) Registrant's Notice of Redemption dated April 4, 2007.
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.
CHEMED CORPORATION
Dated: April 5, 2007 By: /s/ Arthur V. Tucker, Jr.
--------------- -------------------------
Arthur V. Tucker, Jr.
Vice President and Controller
Page 2 of 2
EXHIBIT 99.1
Chemed Corporation Announces Intention to Redeem All 8-3/4% Senior Notes Due
2011
CINCINNATI--(BUSINESS WIRE)--April 4, 2007--Chemed Corporation ("Chemed")
(NYSE:CHE) today issued a notice of redemption, to redeem on May 4, 2007,
subject to the satisfaction or waiver of the condition referred to below, the
entire $150 million aggregate principal amount of its 8-3/4% Senior Notes due
2011 (Notes). This redemption is being made pursuant to the terms of the
indenture dated February 24, 2004 at a redemption price of 104.375% of the
principal amount of the Notes together with accrued but unpaid interest.
This redemption is contingent upon the completion of one or more financing
transactions by the Company prior to May 4, 2007, with terms that are reasonably
satisfactory to Chemed. Accordingly, redemption will not occur, and none of the
Notes will be deemed due and payable on May 4, 2007, unless this financing
condition is satisfied or waived by Chemed.
On the redemption date, assuming satisfaction or waiver of the financing
condition, the redemption price will become due and payable on all outstanding
Notes. Upon redemption, interest on the Notes will cease to accrue on and after
the redemption date, and the only remaining right of the holders of the Notes
after such date will be to receive payment of the redemption price and accrued
interest upon surrender of the Notes to LaSalle Bank National Association, as
paying agent.
Listed on the New York Stock Exchange and headquartered in Cincinnati,
Ohio, Chemed Corporation (www.chemed.com) operates two wholly owned
subsidiaries: VITAS Healthcare and Roto-Rooter. VITAS is the nation's largest
provider of end-of-life hospice care and Roto-Rooter is the nation's leading
provider of plumbing and drain cleaning services.
Statements in this press release or in other Chemed communications may
relate to future events or Chemed's future performance. Such statements are
forward-looking statements and are based on present information Chemed 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 Chemed 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
EXHIBIT 99.2
NOTICE OF REDEMPTION
To the Holders of All Outstanding
CHEMED CORPORATION
(AS SUCCESSOR TO ROTO-ROOTER, INC.)
8-3/4% Senior Notes due February 24, 2011
(CUSIP No. 778787AD3)
April 4, 2007
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Indenture,
dated as of February 24, 2004 (the "Indenture"), by and between Chemed
Corporation (as successor to Roto-Rooter, Inc., the "Company"), as issuer, and
LaSalle Bank National Association, as trustee (the "Trustee"), relating to the
Company's 8-3/4% Senior Notes due 2011 (the "Securities"), the Company has
elected to redeem, and will redeem on May 4, 2007 (the "Redemption Date"), all
of the outstanding Securities, at a redemption price (the "Redemption Price") of
104.375% of the principal amount of the Securities together with accrued but
unpaid interest, if any, to but excluding the Redemption Date.
The redemption is subject to the completion of one or more financing
transactions by the Company that are reasonably satisfactory to the Company and
result in aggregate net proceeds to the Company of not less than $275 million on
or prior to the Redemption Date (the "Refinancing Conditions").
On the Redemption Date, assuming satisfaction of the Refinancing
Conditions, the Redemption Price will become due and payable on all outstanding
Securities. Unless the Company defaults in the payment of the Redemption Price,
interest on the Securities will cease to accrue on and after the Redemption
Date, and the only remaining right of the holders of the Securities after such
date will be to receive payment of the Redemption Price upon surrender of the
Securities to LaSalle Bank National Association, as paying agent (the "Paying
Agent").
The Securities called for redemption must be surrendered to the Paying
Agent at the following address to collect the Redemption Price.
By Overnight Courier, by Hand or
by Registered or Certified Mail:
--------------------------------
LaSalle Bank National Association
135 S. LaSalle Street
Suite 1560
Chicago, IL 60603
Attention: Margaret M. Muir
The method chosen for the delivery of the Securities is at the option and
risk of the holder. If delivery is by mail, use of registered or certified mail,
properly insured is suggested.
The CUSIP number has been assigned to the Securities by an organization not
affiliated with the Company or the Trustee and is included solely for the
convenience of the securityholders. Neither the Company nor the Trustee shall be
responsible for the selection or use of this CUSIP number, nor is any
representation made as to its correctness on the Securities or as indicated in
this redemption notice.