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):
April 4, 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
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Item 8.01 Other Events
The Registrant announced April 4, 2007, that it issued a notice of
redemption, to redeem on May 4, 2007, subject to the satisfaction or waiver
of the condition referred to below, the entire $150 million aggregate
principal amount of its 8-3/4% Senior Notes due 2011 (Notes). This
redemption is being made pursuant to the terms of the indenture dated
February 24, 2004 at a redemption price of 104.375% of the principal amount
of the Notes together with accrued but unpaid interest.
This redemption is contingent upon the completion of one or more
financing transactions by the Company prior to May 4, 2007, with terms that
are reasonably satisfactory to the registrant. Accordingly, redemption will
not occur, and none of the Notes will be deemed due and payable, on May 4,
2007, unless this financing condition is satisfied or waived by Chemed.
On the redemption date, assuming satisfaction or waiver of the
financing condition, the redemption price will become due and payable on
all outstanding Notes. Upon redemption, interest on the Notes will cease to
accrue on and after the redemption date, and the only remaining right of
the holders of the Notes after such date will be to receive payment of the
redemption price and accrued interest upon surrender of the Notes
If and when the redemption is completed the Company will incur a
pretax charge of $11.5 million, comprising the write-off of deferred
financing and other costs ($4.9 million) related to the Notes and the
payment of the 4.375% redemption premium ($6.6 million). This charge will
be classified as a loss on extinguishment of debt in the consolidated
statement of income.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
(99.1) Registrant's press release dated April 4, 2007.
(99.2) Registrant's Notice of Redemption dated April 4, 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: April 5, 2007 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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