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 1, 2005
CHEMED CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
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(513) 762-6900
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Items.
On April 7, 2005, the registrant announced the Office of Inspector General
("OIG") for the Department of Health and Human Services has served its VITAS
Healthcare Corporation ("Vitas") subsidiary with civil subpoenas relating to
VITAS' alleged failure to appropriately bill Medicare and Medicaid for hospice
services. As part of this investigation, the OIG has selected 80 sets of patient
records from each of VITAS' three largest programs for review. In addition,
another 80 patient records were selected from various programs. These patient
records cover the time period 1997 through the current period. It also seeks
policies and procedures from 1998 to present covering admissions,
certifications, recertifications, and discharges.
VITAS, as the nation's largest provider of end-of-life care, frequently consults
with governmental agencies, institutions and hospice associations concerning
such matters as benefit policies, patient care, clinical studies and systems
capabilities. Based upon this experience, we believe VITAS has developed systems
and procedures that meet or exceed those necessary to support Medicare and
Medicaid billings.
The OIG has not disclosed the origin of the subpoenas or investigation. We are
unable to predict the outcome of the investigation or the impact, if any, that
the investigation may have on the business, results of operations, liquidity or
capital resources.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
(99.1) Registrant's press release dated
April 7, 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: April 8, 2005 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
Exhibit 99.1
VITAS OIG Civil Investigation
CINCINNATI--(BUSINESS WIRE)--April 7, 2005--Chemed Corporation
("Chemed") (NYSE:CHE), which operates the nation's largest provider of
end-of-life care under the VITAS Healthcare Corporation (VITAS) brand
and commercial and residential plumbing and drain cleaning services
provider under the Roto-Rooter brand (Roto-Rooter), today announced
the Office of Inspector General (OIG) for the Department of Health and
Human Services has served VITAS with civil subpoenas relating to
VITAS' alleged failure to appropriately bill Medicare and Medicaid for
hospice services.
As part of this investigation, the OIG has selected 80 sets of
patient records from each of VITAS' three largest programs for review.
In addition, another 80 patient records were selected from various
programs. These patient records requested cover the time period 1997
through the current period.
The type of documents and records requested are similar to those
provided in a previous industry wide OIG investigation titled
Operation Restore Trust. This investigation, which focused on patient
records from 1995 to 1998, audited six VITAS hospice programs and over
1,000 patients' records. At the conclusion of the OIG investigation,
no adverse actions were taken against VITAS. Two of the three programs
specifically identified in the current OIG investigation are included
in the six programs previously investigated by the OIG.
"VITAS is fully cooperating with the OIG in this investigation,
stated Kevin McNamara, Chemed CEO. "We believe the OIG plays a vital
role to ensure all providers follow the Medicare and Medicaid rules
and procedures. This creates an environment that allows patients to
receive appropriate access and quality outcomes. Following these
procedures and documenting relevant aspects of admissions, billings
and plans-of-care are the best way to have a positive outcome from any
review, audit or investigation. That is why the VITAS hospice approach
has been built on a platform of internal systems that allows for
monitoring and documentation of plans-of-care provided to all of our
patients," stated McNamara. "It has been VITAS' goal to have these
systems track relevant metrics to satisfy any concerned stakeholder
that VITAS provides outstanding care in a manner that is consistent
with both the intent and literal interpretation of the Medicare
Hospice Benefit. These systems and resulting documentation were
instrumental in supporting VITAS' billing practices during the OIG's
Operation Restore Trust investigation."
"VITAS, as the nation's largest provider of end-of-life care,
frequently consults with governmental agencies, institutions and
hospice associations concerning such matters as benefit policies,
patient care, clinical studies and systems capabilities. Based upon
this experience, we believe VITAS has developed systems and procedures
that meet or exceed those necessary to support Medicare and Medicaid
billings."
The OIG has not disclosed the origin of the subpoenas or
investigation. The Company said it is unable to predict the outcome of
the investigation or the impact, if any, that the investigation may
have on the business, results of operations, liquidity or capital
resources.
Certain statements contained in this press release and the
accompanying tables are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The
words "believe," "expect," "hope," "anticipate," "plan" and similar
expressions identify forward-looking statements, which speak only as
of the date the statement was made. Chemed does not undertake and
specifically disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. These statements are based on current
expectations and assumptions and involve various risks and
uncertainties, which could cause Chemed's actual results to differ
from those expressed in such forward-looking statements. These risks
and uncertainties arise from, among other things, possible changes in
regulations governing the hospice care, plumbing and drain cleaning
industries; periodic changes in reimbursement levels and procedures
under Medicare and Medicaid programs; difficulties predicting patient
length of stay and estimating potential Medicare reimbursement
obligations; challenges inherent in Chemed's growth strategy; the
current shortage of qualified nurses, other healthcare professionals
and licensed plumbing and drain cleaning technicians; Chemed's
dependence on patient referral sources; and other factors detailed
under the caption "Description of Business by Segment" or "Risk
Factors" in Chemed's most recent report on form 10-Q or 10-K and its
other filings with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on such forward-looking
statements and there are no assurances that the matters contained in
such statements will be achieved.
CONTACT: Chemed Corporation
David P. Williams, 513-762-6901