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):
February 24, 2005
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. The Registrant announced February
24, 2005 that on February 24, 2005 it amended its bank credit facility with
JPMorgan Chase Bank. The Amended and Restated Credit Agreement ("RCA") provides
for an increase in the term loan ("TL") from $35 million to $85 million at a
current rate of LIBOR plus 2.0% and an increase of its revolving credit facility
("RCF") from $100 million to $175 million at a current rate of LIBOR plus 2.5%.
The TL has 21 quarterly principal payments of $212,500, beginning on June 30,
2005, with the balance due August 24, 2010. The RCF has a termination date of
February 24, 2010. Loans under ARCA are secured by the assets of the Company and
substantially all of its subsidiaries. In addition, the Company must comply with
customary financial and other covenants as stipulated in ARCA. Among these is an
annual limitation on capital expenditures ($30 million), an annual limitation on
acquisitions ($80 million in the aggregate and $50 million individually) and an
annual limitation on payments under operating leases ($30 million). In certain
circumstance the Company could be required to make addition principal payments
on the TL. The Registrant's press release, dated February 24, 2005, is attached
as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
(99.1) Registrant's press release dated
February 24, 2005.
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: March 1, 2005 By: /s/ Arthur V. Tucker, Jr.
Arthur V. Tucker, Jr.
Vice President and Controller
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
CONTACT: David P. Williams FOR IMMEDIATE RELEASE
513-762-6901
Chemed Corporation Amends Bank Credit Facility
CINCINNATI, February 24, 2005--Chemed Corporation ("Chemed") (NYSE:CHE) today
finalized its amended and restated bank credit facility. JPMorgan Chase Bank
acted as both the agent and arranger for this transaction. The amended facility
provides for (i) an increase in the aggregate amount of the term loan (TL) from
$35 million to $85 million at a current rate of LIBOR plus 2.0% and (ii) an
increase of its revolving credit facility (RCF) from $100 million to $175
million at a current rate of LIBOR plus 2.5%. The TL has 21 aggregate quarterly
principal payments of $212,500 with the balance due on August 24, 2010. The RCF
has a termination date of February 24, 2010. 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 updated
forward-looking statements based on unanticipated events or changed
expectations.
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