Filed
Pursuant to Rule 424(b)(7) of the Securities Act of 1933
Registration
No. 333-145555
Prospectus
Supplement No. 1 dated September 14, 2007
(to
Prospectus dated August 17, 2007)
Chemed
Corporation
$200,000,000
1.875%
Convertible Senior Notes due 2014,
the
Related Note Guarantees, and
The
Capital Stock Issuable Upon Conversion of the Notes
__________________________
Our
prospectus dated August 17, 2007 relating to the offer for resale by certain
of
our securityholders of up to $200,000,000 aggregate principal amount of 1.875%
Convertible Senior Notes due 2014 of Chemed Corporation, the related note
guarantees and the shares of our capital stock issuable upon conversion of
the
notes, is hereby supplemented and amended to include the following information
in the “Selling Securityholders” section on pages 45-49 of the
prospectus.
This
prospectus supplement should be read in conjunction with and accompanied by,
and
is qualified by reference to, the prospectus dated August 17, 2007, except
to
the extent that the information in this prospectus supplement supersedes any
information contained in that document.
Investing
in the notes or the capital stock issuable upon conversion of the notes involves
risks. Please consider the “Risk Factors” beginning on page 4 of the
prospectus.
SELLING
SECURITYHOLDERS
The
information appearing in the table below supplements and amends, as of the
date
hereof, the information in the table appearing under the heading “Selling
Securityholders” in the prospectus and, where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus, the information set forth in the table below regarding such selling
securityholder supersedes the information in the prospectus.
|
Name
|
Aggregate
Principal
Amount of Notes That Are Owned and May Be Sold
|
Percentage
of Notes Outstanding
|
Number
of Shares of Capital Stock That May Be Sold(1)
|
Percentage
of Capital Stock Outstanding(2)
|
||||||||||||
|
Alpine
Associates
|
$
5,521,000
|
2.76 | % |
68,390.84
|
*
|
|||||||||||
|
Alpine
Associates II, L.P.
|
524,000
|
0.26 | % |
6,491.00
|
*
|
|||||||||||
|
Alpine
Partners, L.P.
|
580,000
|
0.29 | % |
7,184.69
|
*
|
|||||||||||
| BNP Paribas Arbitrage | 19,500,000 | 9.75 | % | 241,554.30 | 1.00 | % | ||||||||||
|
Fore
Convertible Master Fund, Ltd.
|
19,000
|
0.01 | % |
235.36
|
*
|
|||||||||||
|
Fore
ERISA Fund, Ltd.
|
1,000
|
0.00 | % |
12.39
|
*
|
|||||||||||
|
Good
Steward Trading Co., SPC Class F
|
105,000
|
0.05 | % |
1,300.68
|
*
|
|||||||||||
|
Silvercreek
II
|
6,170,000
|
3.09 | % |
76,430.26
|
*
|
|||||||||||
|
Silvercreek
Limited Partnership
|
9,830,000
|
4.92 | % |
121,768.14
|
*
|
|||||||||||
_____________
|
*
|
Less
than one percent (1%)
|
|
(1)
|
Assumes
conversion of all of the holder’s notes at a conversion rate of 12.3874
shares of capital stock per $1,000 principal amount of
notes. This conversion rate is subject to adjustment, however,
as described under “Description of the Notes —Conversion
Rights.” As a result, the number of shares of capital stock
issuable upon conversion of the notes may increase or decrease in
the
future.
|
|
(2)
|
Calculated
based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 23,915,868
shares
of capital stock outstanding as of June 30, 2007. In
calculating this amount for each holder, we treated as outstanding
the
number of shares of capital stock issuable upon conversion of all
of that
holder’s notes, but we did not assume conversion of any other holder’s
notes.
|
|
|
___________________________
|
Neither
the Securities and Exchange Commission, any state securities commission nor
any
other United States regulatory authority has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus supplement is September 14, 2007