UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
&#
160; 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 20, 2009
CHEMED
CORPORATION
(Exact name
of registrant as specified in its charter)
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Delaware
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1-8351
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31-0791746
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
Number)
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2600 Chemed
Center
255 East
5th
Street
Cincinnati,
OH 45202
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(Address of
principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (513) 762-6900
(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:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01. OTHER
EVENTS
On April
20, 2009, Chemed Corporation (“Chemed”) issued a press release announcing that
it has scheduled the 2009 Annual Meeting of Stockholders for May 29,
2009. The press release also announced Chemed’s nominees for election
at such meeting, including two new, highly qualified independent candidates. A
copy of the press release, including the full text of Chemed’s letter to its
stockholders, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
99.1 Chemed’s press
release dated April 20, 2009
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHEMED
CORPORATION
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Dated: April
20, 2009
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/s/
Arthur V. Tucker, Jr.
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Name: Arthur
V. Tucker, Jr.
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Title: Vice
President and Controller
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EXHIBIT
INDEX
Exhibit
Number Description
Exhibit
99.1 Chemed's
press release dated April 20, 2009
Exhibit
99.1
CHEMED
CORPORATION ANNOUNCES ITS NOMINEES FOR ELECTION AT 2009
ANNUAL MEETING, INCLUDING THE ADDITION OF TWO NEW, HIGHLY QUALIFIED
INDEPENDENT CANDIDATES
ANNUAL MEETING, INCLUDING THE ADDITION OF TWO NEW, HIGHLY QUALIFIED
INDEPENDENT CANDIDATES
Schedules
Annual Meeting For May 29, 2009
CINCINNATI – April 20, 2009 – Chemed Corporation (NYSE:CHE)
today announced that it issued the following open letter in connection
with its 2009 Annual Meeting, which has been scheduled for May 29,
2009. Stockholders of record of the Company as of March 31, 2009 will
be entitled to vote at the Annual Meeting.
IMPORTANT
NOTICE FROM YOUR BOARD OF DIRECTORS
Dear
Fellow Stockholders:
We will
soon be sending you a detailed proxy statement and WHITE proxy card in connection
with our company’s 2009 Annual Meeting of stockholders, which has been scheduled
for May 29, 2009. At that time, we will be recommending that you
elect as directors nine of the current members of your Board of Directors as
well as two new, independent, highly qualified individuals, Ernest J. Mrozek and
Thomas P. Rice. We believe Messrs. Mrozek and Rice would further
enhance the Board’s skill set and capabilities and help deliver stockholder
value. Prior to his retirement in 2008, Mr. Mrozek served for over
twenty years at the ServiceMaster Company, a provider of residential and
commerical cleaning, pest, lawn and other services, including at various times
as vice-chairman, president, chief operating officer and chief financial
officer. Mr. Rice has held a variety of positions in the
pharmaceuticals industry since 1993, most recently as the chief executive
officer of Andrx Corporation from 2004 to 2006. Two current
non-independent directors, Sandra E. Laney and Timothy S. O'Toole, will not be
standing for re-election.
As you
may know, a dissident 3.5% stockholder, MMI Investments, L.P. (“MMI”), has
nominated its own slate of five director candidates to stand for election to
your Board. We believe that this dissident’s true motivation is
merely to force a separation of Chemed’s businesses, VITAS and
Roto-Rooter. However, based on our recent review conducted with our
outside financial and legal advisors, executing a separation in the current
market environment would be risky and could impair, rather than create, value
for Chemed’s stockholders.
The
dissident has filed preliminary proxy materials in connection with our upcoming
Annual Meeting. To further its position, the dissident is putting
forward misleading information, including allegations regarding affiliations of
certain of your Board’s directors. Should you receive any proxy
solicitation materials and a GOLD proxy card from this dissident stockholder,
your Board of Directors recommends that you disregard the dissident’s deliberate
mischaracterizations and discard the GOLD proxy
card.
We
encourage you to review Chemed’s preliminary proxy statement relating to the
Annual Meeting, which was filed with the Securities and Exchange Commission (the
“SEC”) on April 17, 2009 and is available at the SEC’s website at www.sec.gov
and Chemed’s website at www.chemed.com, as well as Chemed’s definitive proxy
statement and other proxy materials when they become available.
In order
to give all Chemed stockholders the opportunity to consider the matters to be
presented and to make a fully informed decision, we have scheduled the Annual
Meeting for May 29, 2009.
YOUR
BOARD HAS A TRACK RECORD OF UNLOCKING VALUE
FOR
ALL CHEMED STOCKHOLDERS
Your
Board has a long history of success in unlocking value through spin-offs and
other strategic transactions and in providing stockholders with solid and
consistent returns. The Board has consistently recognized the
benefits to Chemed and its stockholders of strategic divestitures, as evidenced
by the Dubois Chemicals, Omnicare, National Sanitary Supply and Patient Care
transactions. In addition, since the announcement of Chemed’s
acquisition of VITAS in December 2003, Chemed’s stock has appreciated over 140%,
at a compounded annual growth rate of nearly 18%. The Chemed Board
has a track record that clearly demonstrates it is committed to advancing the
interests of Chemed’s stockholders and is willing to make structural changes and
engage in transactions to enhance long-term stockholder value.
WE
URGE YOU TO TAKE NO ACTION ON YOUR
SHARES
AT THIS TIME AND NOT SIGN OR RETURN MMI’S GOLD PROXY CARD
If you
have any questions, please do not hesitate to contact our proxy solicitor,
Innisfree M&A Incorporated, by calling toll-free at 877
825-8631. We appreciate your continued support.
On behalf
of the Board of Directors,
Sincerely,
/s/ Kevin
J.
McNamara /s/
George J. Walsh III
Kevin J.
McNamara
George J. Walsh III
Chief
Executive
Officer Chairman
of the Board
Cravath,
Swaine & Moore LLP is acting as legal advisor to Chemed and Lazard Frères
& Co. LLC and J.P. Morgan Securities Inc. are acting as financial
advisors.
About
Chemed
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.
Forward
Looking Statements
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 and 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.
Important
Information
On
April 17, 2009, Chemed filed with the SEC a preliminary proxy statement in
connection with its 2009 annual meeting, which is available free of charge at
the SEC’s website at www.sec.gov and Chemed’s website at www.chemed.com. Chemed
plans to file with the SEC and mail to its stockholders a definitive proxy
statement in connection with its 2009 Annual Meeting. Investors and security
holders are urged to read the preliminary proxy statement, which is available
now, and the definitive proxy statement relating to the 2009 Annual Meeting and
any other relevant documents filed with the SEC when they become available,
because they will contain important information. Investors and security holders
may obtain a free copy of the definitive proxy statement and other documents
that Chemed files with the SEC (when available) at the SEC’s website at
www.sec.gov and Chemed’s website at www.chemed.com. In addition, the definitive
proxy statement and other documents filed by Chemed with the SEC may be obtained
from Chemed free of charge by directing a request to Chemed Corporation, Attn:
Investor Relations, Chemed Corporation, 2600 Chemed Center, 255 East Fifth
Street, Cincinnati, OH 45202-4726.
Certain
Information Regarding Participants
Chemed,
its directors and certain executive officers and employees are participants in
the solicitation of Chemed’s security holders in connection with its 2009 Annual
Meeting. Security holders may obtain information regarding the names,
affiliations and interests of such individuals in Chemed’s Annual Report on
Form 10-K for the year ended December 31, 2008, which was filed
with the SEC on February 27, 2009, and its preliminary proxy statement for
the 2009 Annual Meeting, which was filed with the SEC on April 17, 2009. To the
extent holdings of Chemed securities have changed since the amounts printed in
the preliminary proxy statement for the 2009 Annual Meeting, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Additional information regarding the interests of such
individuals can also be obtained from the definitive proxy statement relating to
the 2009 Annual Meeting when it is filed by Chemed with the
SEC. These documents (when available) may be obtained free of charge
from the SEC’s website at www.sec.gov and Chemed’s website at
www.chemed.com.
Source:
Chemed Corporation
Contacts
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Chemed
Corporation
David P. Williams, 513-762-6901
or
Joele
Frank, Wilkinson Brimmer Katcher
Andy
Brimmer / Andrew Siegel
212-355-4449
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