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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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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of Person(s) Filing Proxy Statement, if other than the
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CHEMED
CORPORATION COMMENTS ON WITHDRAWAL OF MMI’S SLATE
CINCINNATI – May 21, 2009 – Chemed Corporation (NYSE:CHE)
today announced that it is in receipt of a letter from MMI Investments,
L.P. (“MMI”) notifying the Company that MMI is withdrawing its slate of nominees
for election to Chemed’s Board of Directors at the 2009 Annual Meeting of
Stockholders.
The
Company issued the following statement:
“Chemed’s
Board of Directors and management team have a long history of creating value
through disciplined management and the implementation of a range of successful
strategies. With the withdrawal of MMI’s slate of nominees, the Board
and management will now continue building on this track-record of
success.
“We are
gratified to have received the strong support of our stockholders throughout
this process. Contrary to statements made by MMI, the Board’s
commitment to creating long term value remains unchanged. The Board
will do the right thing at the right time, as it has in the past, to create
value for stockholders.”
Chemed
received recommendations of support for its director nominees from RiskMetrics
Group (formerly Institutional Shareholder Services) and Glass Lewis &
Co. To follow the recommendations of RiskMetrics and Glass Lewis and
to ensure that shares of all Chemed stockholders are represented at the Annual
Meeting, the Company urges stockholders to vote the WHITE proxy card FOR
all of the Company’s director nominees by telephone or via the Internet. Chemed
stockholders with questions about how to vote their shares should contact the
Company’s proxy solicitor, Innisfree M&A Incorporated, toll-free at
877-825-8631.
Chemed’s
2009 Annual Meeting of Stockholders will be held on May 29, 2009 at 11:00 a.m.,
local time, at The Queen City Club, 331 East Fourth Street, Cincinnati,
Ohio.
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
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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