UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE 14A
INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment
No. )
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Filed
by the Registrant [X]
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Filed
by a Party other than the
Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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Soliciting
Material Pursuant to 240.14a-12
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Chemed
Corporation
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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LEADING
PROXY ADVISORY FIRM GLASS LEWIS RECOMMENDS
CHEMED
CORPORATION STOCKHOLDERS VOTE FOR ALL CHEMED NOMINEES ON THE WHITE PROXY
CARD
CINCINNATI – May 18, 2009 – Chemed Corporation (NYSE:CHE)
today announced that Glass Lewis & Co., a leading independent proxy
advisory firm, recommends that Chemed stockholders vote FOR all of the Company’s
director nominees at Chemed’s 2009 Annual Meeting of Stockholders to be held on
May 29, 2009.
Chemed's
CEO, Kevin J. McNamara, and Chairman, George J. Walsh, issued the following
joint statement:
“We are
pleased that Glass Lewis recommends that stockholders elect Chemed’s director
nominees. This recommendation reaffirms our strong belief that we
have the right nominees to continue creating value for all stockholders by
building on the Company’s proven track record of success while at the same time
taking the appropriate steps to facilitate a separation of Chemed’s businesses
when the time is right. We strongly urge all Chemed stockholders to
protect their investment by voting the WHITE proxy card today.”
In its
May 15, 2009 report recommending the election of all Chemed nominees, Glass
Lewis states*:
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“[W]e
do not believe the Dissident has made a compelling case against the
Company’s board or management.”
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“Furthermore,
we see no reason to doubt the board’s assertion that a separation of the
Company’s Vitas and Roto-Rooter businesses, while strategically
compelling, is not advisable at this time due to market
conditions. Furthermore, we have found that the Company’s stock
price has continued to outperform relevant indices in recent
years.”
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“In
this case, the board appears open to a spin-off or similar separation
transaction in the future, but believes that conducting such a transaction
in the current market environment is risky and could impair shareholder
value.”
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In its
analysis, Glass Lewis also notes*:
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“[T]he
Company has shown strong stock price performance, outperforming relevant
indices in recent years. During the two year period prior to the
Dissident's public letter to the Company concerning a spin-off transaction
(between closing on February 11, 2007 and February 11, 2009), the
Company's stock price increased by approximately 7.4%, compared to
declines of approximately 28.1% by the S&P Small Cap 600 Health
Services Index and 42.0% by the S&P 500 Index (source: FactSet).”
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“Moreover,
the Company's operating performance has shown improvement in certain areas
as well. Between fiscal years 2007 and 2009, the Company's revenue
and EBITDA increased by approximately 4.4% and 0.4%, respectively.
The Company reported net income from fiscal 2008 of approximately $72.1
million, compared to net income of approximately $62.8 million for fiscal
2007. Additionally, the Company's return on assets ("ROA") and
return on equity ("ROE") each increased between fiscal 2007 and 2008
(source: FactSet).”
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Chemed’s
Board unanimously recommends that stockholders follow the Glass Lewis
recommendation and vote FOR all of the Company’s director nominees by voting the
WHITE proxy card by telephone or via the Internet. Chemed’s Board
additionally unanimously recommends that stockholders discard any materials
received from dissident hedge fund MMI Investments, L.P.
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TIME
IS SHORT AND YOUR VOTE IS IMPORTANT
To
insure that your vote is represented at the meeting, we urge you to vote
TODAY
by
telephone or via the Internet by following the simple
instructions
on
the WHITE proxy card
If
you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies:
INNISFREE
M&A INCORPORATED
Stockholders
Call Toll-Free: (877) 825-8631
Banks
and Brokers Call Collect: (212) 750-5833
IMPORTANT
We
urge you NOT to sign any Gold proxy card sent to you by MMI.
If
you have already done so, you have every legal right to change your vote
by using the WHITE
proxy card to vote TODAY—by
telephone,
via
the Internet, or by signing, dating and returning the WHITE proxy
card
in
the postage-paid envelope previously provided.
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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.
*
Permission to use quotations was neither sought nor obtained.
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
Certain
statements contained in this press release or in other Chemed communications 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 or 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 United States
Securities and Exchange Commission (the “SEC”). 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.
Important
Information
Chemed
filed with the SEC, on April 29, 2009, a definitive proxy statement in
connection with its 2009 annual meeting, and is mailing the definitive proxy
statement to its stockholders. Investors and security holders are
urged to read the definitive proxy statement relating to the 2009 Annual Meeting
and any other relevant documents filed with the SEC (when available) because
they 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 (when available) 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 definitive proxy statement for
the 2009 Annual Meeting, which was filed with the SEC on April 29, 2009. To the
extent holdings of Chemed securities have changed since the amounts printed in
the definitive 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. These documents may be obtained free of charge (when available)
from the SEC’s website at www.sec.gov and Chemed’s website at
www.chemed.com.
Contacts
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David
P. Williams
Chemed
Corporation
513-762-6901
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Andy
Brimmer / Andrew Siegel
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
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