form424b7.htm
Filed
Pursuant to Rule 424(b)(7) of the Securities Act of 1933
Registration
No. 333-145555
Prospectus
Supplement No. 2 dated October 12, 2007
(to
Prospectus dated August 17, 2007)
Chemed
Corporation
$200,000,000
1.875%
Convertible Senior Notes due 2014,
the
Related Note Guarantees, and
The
Capital Stock Issuable Upon Conversion of the Notes
__________________________
Our
prospectus dated August 17, 2007
relating to the offer for resale by certain of our securityholders of up to
$200,000,000 aggregate principal amount of 1.875% Convertible Senior Notes
due
2014 of Chemed Corporation, the related note guarantees and the shares of our
capital stock issuable upon conversion of the notes, is hereby supplemented
and
amended to include the following information in the “Selling Securityholders”
section on pages 45-49 of the prospectus.
This
prospectus supplement should be
read in conjunction with and accompanied by, and is qualified by reference
to,
the prospectus dated August 17, 2007, except to the extent that the information
in this prospectus supplement supersedes any information contained in that
document.
Investing
in the notes or the capital
stock issuable upon conversion of the notes involves risks. Please
consider the “Risk Factors” beginning on page 4 of the
prospectus.
SELLING
SECURITYHOLDERS
The
information appearing in the table
below supplements and amends, as of the date hereof, the information in the
table appearing under the heading “Selling Securityholders” in the prospectus
and, where the name of a selling securityholder identified in the table below
also appears in the table in the prospectus, the information set forth in the
table below regarding such selling securityholder supersedes the information
in
the prospectus.
Name
|
Aggregate
Principal
Amount of Notes That Are Owned and May Be
Sold
|
Percentage
of Notes Outstanding
|
Number
of Shares of Capital Stock That May Be Sold(1)
|
Percentage
of Capital Stock Outstanding(2)
|
DBAG
London
|
$
5,100,000
|
2.55%
|
63,175.74
|
*
|
_____________
* Less
than one percent (1%)
(1)
|
Assumes
conversion of all of the holder’s notes at a conversion rate of 12.3874
shares of capital stock per $1,000 principal amount of
notes. This conversion rate is subject to adjustment, however,
as described under “Description of the Notes —Conversion
Rights.” As a result, the number of shares of capital stock
issuable upon conversion of the notes may increase or decrease in
the
future.
|
(2)
|
Calculated
based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 23,915,868
shares
of capital stock outstanding as of June 30, 2007. In
calculating this amount for each holder, we treated as outstanding
the
number of shares of capital stock issuable upon conversion of all
of that
holder’s notes, but we did not assume conversion of any other holder’s
notes.
|
|
___________________________
|
Neither
the Securities and Exchange
Commission, any state securities commission nor any other United States
regulatory authority has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The
date
of this prospectus supplement is October 12, 2007