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):
August 8, 2007
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 Instruction 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 Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
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Item 8.01 Other Items
Chemed Corporation ("We" or "Chemed") intends to file a registration
statement covering our 1.875% Convertible Senior Notes ("Notes") issued on May
14, 2007. Certain of our 100% owned subsidiaries fully and unconditionally
guarantee the Notes on an unsecured, joint and severally liable basis. In
accordance with Rule 3-10 of Regulation S-X, we are amending Item 1 of Part I
(Financial Statements) of our Form 10-Q for the quarter ended March 31, 2007
(filed May 2, 2007) to provide condensed, consolidating financial data of the
parent company (Chemed), the guarantor subsidiaries and the non-guarantor
subsidiaries as of December 31, 2006 and March 31, 2007 and for the three months
ended March 31, 2007 and 2006. Such information is presented as Note 21 in the
Notes to Unaudited Financial Statements. This does not represent a restatement
of our previously filed Financial Statements.
A copy of the amended Item 1 for our Form 10-Q for the quarter ended
March 31, 2007 is filed herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
d) Exhibit
(99) Registrant's Amended Item 1 to Form 10-Q for the
quarter ended March 31, 2007
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: August 8, 2007 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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