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):
March 31, 2006
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
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 Instructions 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 230.425)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 230.425)
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 230.425)
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Item 1.01 Entry into a Material Definitive Agreement.
The Registrant announced March 31, 2006 that on that date it
entered into a material amendment of its Amended and Restated
Credit Agreement of February 24, 2005. The Registrant used $41
million in cash and borrowings under the $175 million revolving
credit agreement to pay its existing $84.4 million term loan in
full. This current amendment provides for revised pricing and
adds a $50 million accordion feature to the revolving credit
facility.
The Registrant's press release, dated March 31, 2006 and the loan
amendment are attached as exhibits to this report.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
(10.1) Amendment No. 1 to Amended and Restated Credit
Agreement, dated March 31, 2006 among Chemed Corporation,
the lenders from time to time parties thereto, and
JPMorgan Chase Bank, NA as Administrative Agent.
(99.1) Registrant's press release dated March 31, 2006.
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 4, 2006 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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