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):
July 2, 2004
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 5. OTHER EVENTS
The Registrant announced July 2, 2004, that it has extended by one week its
offer to exchange its 8 3/4% Senior Notes Due 2011, which have been registered
under the U.S. Securities Act of 1933, as amended, for any and for all of its
outstanding 8 3/4% outstanding Senior Notes Due 2011. The Registrant's press
release, dated July 2, 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 July 2, 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.
CHEMED CORPORATION
Dated: July 2, 2004 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
Page 2 of 2
Exhibit 99.1
Chemed Corporation Announces Extension of Offer to Exchange
Its 8 3/4% Senior Notes Due 2011
CINCINNATI--(BUSINESS WIRE)--July 2, 2004--Chemed Corporation
("Chemed") (NYSE:CHE) today announced that it has extended its offer
(the "Exchange Offer") to exchange its 8 3/4% Senior Notes Due 2011
(the "New Notes"), which have been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), for any and
for all of its outstanding 8 3/4% Senior Notes Due 2011 (the "Old
Notes").
The Exchange Offer, previously scheduled to expire at 5:00 p.m.,
New York City time, on July 1, 2004, will expire at 5:00 p.m., New
York City time, on July 9, 2004, unless further extended. All other
terms and conditions of the Exchange Offer remain the same.
As of 5:00 p.m., New York City time, on July 1, 2004,
approximately $139.2 million (out of $150.0 million) in aggregate
principal amount of the Old Notes had been tendered in exchange for
the like principal amount of New Notes. The extension is intended to
allow additional time for the holders of the remaining outstanding Old
Notes to tender in exchange for the New Notes. As a result of the
extension, tenders of the Old Notes, received to date, may continue to
be withdrawn at any time on or prior to the new expiration date. There
can be no assurance that Chemed will further extend the Exchange
Offer.
The Old Notes have not been registered under the Securities Act
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. This news release is not an offer of the Old Notes or
the New Notes for sale or a solicitation of an offer to purchase the
Old Notes or the New Notes. The Exchange Offer is subject to all the
terms and conditions set forth in the Prospectus dated June 3, 2004,
previously distributed to holders of the Old Notes.
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 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