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):
October 14, 2003
ROTO-ROOTER, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
2600 Chemed Center, 255 East Fifth Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 14, 2003, Roto-Rooter, Inc. ("Company") exercised two of its
three Vitas Healthcare Corporation ("Vitas") Stock Purchase Warrants ("Warrants
A and B") to acquire 4,158,000 shares of Vitas common stock for $18.0 million in
cash. The cash was taken from the Company's balance of cash and cash
equivalents, which totaled $72.6 million at September 30, 2003. The Company's
common stock ownership in Vitas has a carrying value of $19.5 million and now
represents approximately 37% of Vitas' outstanding common stock based on its
capitalization as of September 30, 2003. Timothy S. O'Toole, a director and
executive officer of the Company, is also a director of Vitas and serves as
Chairman of Vitas' Board of Directors' Audit Committee.
The Company is party to an Amended and Restated Investor Agreement with
Vitas that restricts in a number of ways its full ownership rights in the shares
purchased on exercise of Warrants A and B. A copy of such agreement is filed as
an exhibit to this Report on Form 8-K.
The Company will account for its 37% common stock interest in Vitas using
the equity method of accounting including appropriate provisions for deferred
income taxes. For the fiscal year ended September 30, 2002, Vitas reported net
income of $13,789,000 and net service revenues of $359,200,000. For the nine
months ended June 30, 2003, Vitas reported net income of $11,244,000 and net
service revenues of $306,546,000.
The Company's third Stock Purchase Warrant ("Warrant C") provides for the
purchase of up to 1,636,000 shares of Vitas common stock at a price of $5.50 per
share. Warrant C or the shares acquired upon exercise of Warrant C ("Warrant C
Shares") are subject to repurchase by Vitas during the 90-day period following
the date Vitas receives the Company's notice of exercise of Warrant C. The
repurchase price of Warrant C or the Warrant C Shares is their fair market value
as determined in good faith by the Vitas Board of Directors. Warrant C has a
carrying value of $2.6 million and expires in April 2005.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired. The audited financial statements
of Vitas for each of the three years ended September 30, 2003 and as of
September 30, 2003 and 2002 will be provided in an amended report on Form
8-K no later than December 28, 2003.
(b) Pro forma financial information.
The unaudited pro forma consolidated statement of operations of the Company
for the twelve months ended December 31, 2002 and for the nine months ended
September 30, 2003 and 2002, which assume the Company exercised Warrants A
and B as of the beginning of each period presented, will be provided in the
amended report on Form 8-K referenced in Item 7(a), above.
The unaduited pro forma consolidated balance sheet as of September 30,
2003, which assumes the Company exercised Warrants A and B as of September
30, 2003, will be provided in the amended report on Form 8-K referenced in
Item 7(a), above.
(c) Exhibits
Exhibit SK 601 Page
No. Ref. No. Description No.
-------- -------- ----------- -------
1 (10) Amended and Restated Investor E-1 to
Agreement as of April 27, 2001, E-39
between Vitas Healthcare Corporation
and Chemed Corporation.
CERTIFICATION AND 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
thereunto duly authorized.
Roto-Rooter, Inc.
(Registrant)
Dated: October 29, 2003 By /s/ Arthur V. Tucker, Jr.
-------------------------------
Arthur V. Tucker, Jr.
(Vice President and Controller)