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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________
CHEMED CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
_______________
NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street,
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 762-6900
(Telephone number, including area code, of agent for service)
________________
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered* per share** price** fee
__________________________________________________________________________
Capital Stock
(Par value $1 500,000 shs. $33.64 $16,822,195 $5,800.75
per share)
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*The number of shares being registered is the number of shares covered by
the 1995 Stock Incentive Plan. In addition to such shares, this Registration
Statement covers an indeterminate number of shares which, by reason of certain
events specified in such Plan, may become subject to issuance thereunder.
**Estimated solely for the purpose of calculating registration fee. This
amount is based on (1) a price of $32.19 per share are for outstanding options
to purchase 214,650 shares, (2) a price of $31.75 per share for grant of stock
awards covering 1,100 unrestricted shares, and (3) a price of $34.75 per share
based on the average of the high and low price of a share of capital stock
reported on the New York Stock Exchange on July 6, 1995 for options to
purchase 284,250 shares.
Page 1 of 22
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") for periods since December 31, 1994;
(3) The Company's definitive Proxy Statement filed pursuant
to Section 14 of the Exchange Act in connection with the Company's
latest annual meeting of stockholders; and
(4) The "Description of Capital Stock" set forth on page 11
of the Prospectus dated November 26, 1991, filed as part of Registration
Statement No. 33-44177, which Prospectus is incorporated by reference in
such Registration Statement on Form S-3 filed with the Commission on
November 26, 1991.
All documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and to be a part of this Registration
Statement and to be a part thereof from the date any such documents are
filed.
Item 4. Description of Securities
N/A
Item 5. Interest of Named Experts and Counsel
Legal matters in connection with the issuance of Chemed
Capital Stock offered hereby have been passed upon by Naomi C. Dallob,
2600 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202. Ms.
Dallob is Vice President and Secretary and a stockholder of the Company.
II-1
Page 2 of 22
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company,
and separate Indemnity Agreements, provide for the indemnification of
each director and officer of the Company in connection with any claim,
action, suit or proceeding brought or threatened by reason of his
position with the Company. In addition, the General Corporation Law of
the State of Delaware ("Delaware Law") permits the Company to indemnify
its directors, officers and others against judgments, fines, amounts
paid in settlement and attorneys' fees resulting from various types of
legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the provisions referred
to above or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits.
Page Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
_____________________________________________________________________
1 (4) Certificate of Incorporation Form S-3
of Chemed Corporation Reg. No. 33-44177
11/26/91
2 (4) 1995 Stock Incentive Plan 1995 Proxy
4/5/95
3 (4) Form of Option under 1995 E-2 through E-4
Stock Incentive Plan
4 (5) Opinion and Consent of E-5
Counsel
5 (23) Consent of Independent E-6
Accountants
6 (24) Powers of Attorney E-7 through E-17
(27) Financial Data Schedule
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Page 3 of 22
Item 9. Undertakings.
The undersigned registrant hereby undertakes (1) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement and to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
changes to such information in the registration statement; (2) that, for
the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration
by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers
or controlling persons of the Company pursuant to the provisions
referred to above or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
against the Company in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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Page 4 of 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State
of Ohio, on the 17 th day of July, 1995.
CHEMED CORPORATION
By: /S/ EDWARD L. HUTTON
_______________________________
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/S/ EDWARD L. HUTTON Chairman and Chief Executive July 17, 1995
_______________________ Officer
(Principal Executive Officer)
/S/ TIMOTHY S. O'TOOLE Executive Vice President and July 17, 1995
_______________________ Treasurer
(Principal Financial Officer)
/S/ ARTHUR V. TUCKER Vice President and Controller July 17, 1995
_______________________ (Principal Accounting Officer)
___________________________________________________
James A. Cunningham* Walter L. Krebs*
James H. Devlin* Sandra E. Laney*
Charles H. Erhart, Jr.* Kevin J. Mcnamara*
William R. Griffin* John M. Mount* ---- Directors
Thomas C. Hutton* D. Walter Robbins, Jr.*
Paul C. Voet*
___________________________________________________
/S/ NAOMI C. DALLOB Vice President and Secretary July 17, 1995
_______________________
________________
*Naomi C. Dallob signing her name hereto does sign this document
on behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons, filed with the Securities and
Exchange Commission.
/S/ NAOMI C. DALLOB, ATTORNEY-IN-FACT
_____________________________________
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INDEX TO EXHIBITS
Page number or
Incorporation
by Reference
Number
Under Item 601 File Number Sequentially
Exhibit Regulation and Previous Numbered
Number S-K Filing Date Exhibit Pages
- ---------------------------------------------------------------------------
1 (4) Certificate of Form S-3 4.1
Incorporation of Reg. No.
Chemed Corporation 33-44177
11/26/91
2 (4) 1995 Stock Incentive 1995 Proxy A
Plan 4/5/95
3 (4) Form of Option under E-2 through E-4 Page 7
1995 Stock Option Plan through 9
4 (5) Opinion and Consent of E-5 Page 10
Counsel
5 (23) Consent of Independent E-6 Page 11
Accountants
6 (24) Powers of Attorney E-7 through E-17 Page 12
through 22
7 (27) Financial Data Schedule
Page 6 of 22
Exhibit 3
Item 601 S-K Exhibit 4
FORM OF OPTION
FOR
CHEMED CORPORATION
___________________________
Date
In accordance with the 1995 Stock Incentive Plan (the
"Plan") of Chemed Corporation (the "Corporation"), you are hereby
granted an option to purchase _________ shares of the capital
stock, par value $1.00 per share, of the Corporation upon the
following terms and conditions.
(1) The purchase price shall be $________ per share.
Payment thereof shall be made in cash or, subject to the next
sentence, by delivery to the Corporation of shares of capital
stock of the Corporation which shall be valued at their Fair Market
Value on the date of exercise, or in a combination of cash and such
shares. Your right to pay the purchase price, in whole or in
part, by delivery to the Corporation of shares of capital stock of the
Corporation is expressly subject to the condition that such
shares are then being publicly traded on a principal stock exchange or
in the over-the-counter market, and whether or not such shares are
then being publicly traded, such right may be temporarily or
permanently revoked or withdrawn at any time and from time to
time by action of the Board of Directors of the Corporation without
any requirement that advance notice of such revocation or withdrawal
be given to you.
(2) Subject to the provisions of paragraphs (3) and
(6), this option is exercisable in whole or in part at any time and
from time to time as follows:
___________ shares on or after _________________ , 199_
___________ shares on or after _________________ , 199_
___________ shares on or after _________________ , 199_
___________ shares on or after _________________ , 199_
Once an installment becomes exercisable, it may be exercised at
any time in whole or in part until the expiration or termination of
this option.
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Page 7 of 22
Neither this option nor any right hereunder may be
assigned or transferred by you, except by will, the laws of
descent and distribution, pursuant to a qualified Domestic Relations
order, or by a permitted transferee. It may be exercised during your
life only by you or a permitted transferee. Within fifteen (15)
months after your death it may be exercised only by your estate, by a
permitted transferee, or by a person who acquired the right to
exercise the option by bequest or inheritance or by reason of
your death. At the time of each exercise of this option, you or the
person or persons exercising the option shall, if requested by
the Corporation, give assurances, satisfactory to counsel to the
Corporation, that the shares are being acquired for investment
and not with a view to resale or distribution thereof and assurances
in respect of such other matters as the Corporation may deem
desirable to assure compliance with all applicable legal requirements.
(3) This option, to the extent that it shall not have
been exercised, shall terminate when you cease to be an employee
of the Corporation or a Subsidiary, unless you cease to be an
employee because of your resignation with the consent of the Incentive
Committee or because of your death, incapacity or retirement
under a retirement plan of the Corporation or a Subsidiary. If you
cease to be an employee because of such resignation, this option shall
terminate upon the expiration of three months after you cease to
be an employee, except as provided in the next sentence. If you
cease to be an employee because of your death, incapacity or retirement
under a retirement plan of the Corporation or a Subsidiary, or if
you cease to be an employee because of your resignation with the
consent of the Incentive Committee and die during the three-month
period referred to in the preceding sentence, this option shall
terminate fifteen (15) months after you ceased to be an employee.
Where this option is exercised more than three months after
termination of employment, as aforesaid, only those installments
which shall have become exercisable prior to the expiration of
three months after you ceased to be an employee, whether by death
or otherwise, may be exercised. A leave of absence for military
or governmental service or for other purposes shall not, if approved
by the Incentive Committee, be deemed a termination of employment
within the meaning of this paragraph (3), provided, however, that
this option may not be exercised during any such leave of
absence.
Notwithstanding the foregoing provisions of this paragraph (3) or
any provision of the Plan, this option shall not be exercisable
after the expiration of ten years from the date this option is
granted.
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Page 8 of 22
(4) The number and class of shares or other securities
covered by this option and the price to be paid therefor shall be
subject to adjustment as, and under the circumstances, provided
in Section 8 of the Plan.
(5) This option may be exercised only by serving
written notice on the Secretary or Treasurer of the Corporation. The
Corporation shall deliver the shares to you against payment;
provided, however, no shares shall be issued or transferred
pursuant to this option unless and until all legal requirements
applicable to the issuance or transfer of such shares have, in
the opinion of the counsel to the Corporation, been complied with.
Any Federal, state or local withholding taxes applicable to any
compensation you may realize by reason of the exercise of the
option or any subsequent disposition of the shares acquired on
exercise shall, upon request, be remitted to the Corporation or
the Subsidiary by which you are employed at the time of exercise or
sale, as the case may be. You shall have the rights of a
stockholder only as to stock actually delivered to you.
(6) If you are or become an employee of a Subsidiary,
the Corporation's obligations hereunder shall be contingent on
the approval of the Plan and this option by the Subsidiary and the
Subsidiary's agreement that (a) the Corporation may administer
the Plan on its behalf, and (b) upon the exercise of the option, it
will purchase from the Corporation the shares subject to the
exercise at their Fair Market Value on the date of exercise, such
shares to be then transferred by the Subsidiary to the holder of
this option upon payment by the holder of the purchase price to
the Subsidiary. Where appropriate, such approval and agreement of
the Subsidiary shall be indicated by its signature below. The
obligations of the Subsidiary so undertaken may be waived by the
Corporation.
(7) The Plan is hereby incorporated by reference. Each
term which is defined in the Plan and used in this option shall
have the same meaning in this option as it has in the Plan. This
option is granted subject to the Plan and shall be construed to
conform to the Plan.
Very truly yours,
CHEMED CORPORATION
By: ____________________________
Vice President and Secretary
Receipt Acknowledged:
_________________________
Employee
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Page 9 of 22
Exhibit 4
Item 601 S-K Exhibit 5
July 17, 1995
Chemed Corporation
2600 Chemed Center
Cincinnati, Ohio 45202
Dear Sir or Madam:
In connection with the Registration Statement on Form S-8
to be filed by Chemed Corporation (the "Corporation") with the
Securities and Exchange Commission covering shares of the
Corporation's capital stock, par value $1 per share (the "Capital
Stock"), to be issued pursuant to the Corporation's 1995 Stock
Incentive Plan (the "Plan"), you have requested me as Vice
President and Secretary to the Corporation to render my opinion
with respect to the matters to which reference is made herein.
I have examined and am familiar with the Certificate of
Incorporation and By-laws of the Corporation, the minutes of the
meetings of its directors and stockholders, the Plan and the stock
incentives to be granted pursuant thereto.
Based upon the foregoing, I am of the opinion that the
shares of Capital Stock issued pursuant to stock incentives granted
pursuant to and in accordance with the terms of the Plan will, when
issued in accordance with the terms of said stock incentives, be
validly issued and outstanding, fully paid and non-assessable
shares of Capital Stock of the Corporation.
I hereby consent to the filing of this opinion as an
exhibit to said Registration Statement.
Sincerely,
/S/ NAOMI C. DALLOB
______________________________
Vice President and Secretary
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Page 10 of 22
Exhibit 5
Item 601 S-K Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
February 1, 1995, which appears on page 17 of the 1994 Annual
Report to Stockholders of Chemed Corporation, which is incorporated
by reference in the 1994 Annual Report on Form 10-K of Chemed
Corporation for the year ended December 31, 1994. We also consent
to the incorporation by reference of our report on the Financial
Statement Schedules which appears on page S-2 of such Annual Report
on Form 10-K.
/S/ PRICE WATERHOUSE LLP
_____________________________
Cincinnati, Ohio
July 17, 1995
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Exhibit 6
Item 601 S-K Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 18th day of June, 1995.
/s/ JAMES A. CUNNINGHAM
____________________________
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Page 12 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 21st day of June, 1995.
/s/ JAMES H. DEVLIN
____________________________
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Page 13 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 17th day of June, 1995.
/s/ CHARLES H. ERHART, JR.
____________________________
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Page 14 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 19th day of June, 1995.
/s/ WILLIAM R. GRIFFIN
____________________________
E-10
Page 15 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of June, 1995.
/s/ THOMAS C. HUTTON
____________________________
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Page 16 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 16th day of June, 1995.
/s/ WALTER L. KREBS
____________________________
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Page 17 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 15th day of June, 1995.
/s/ SANDRA E. LANEY
____________________________
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Page 18 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 15th day of June, 1995.
/s/ KEVIN J. MCNAMARA
____________________________
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Page 19 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 19th day of June, 1995.
/s/ JOHN M. MOUNT
____________________________
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Page 20 of 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 16th day of June, 1995.
/s/ D. WALTER ROBBINS, JR.
____________________________
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation hereby constitutes and appoints
Edward L. Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C.
Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Capital Stock of Chemed Corporation to be
offered and sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 16th day of June, 1995.
/s/ PAUL C. VOET
____________________________
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Page 22 of 22
