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 16, 2009
CHEMED
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-8351
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31-0791746
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
Number)
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2600
Chemed Center
255
East 5th
Street
Cincinnati,
OH 45202
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(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (513)
762-6900
(Former
name or former address, if changed since last report.)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
7.01. REGULATION
FD DISCLOSURE
On March 16, 2009, Chemed Corporation
(“Chemed”) issued a press release announcing its response to MMI Investments,
L.P.’s (“MMI”) proposal of February 12, 2009. A copy of the press
release, including the full text of Chemed’s letter to MMI, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this
Current Report on Form 8-K, including the Exhibit hereto, has been “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability under that
section. The information in this Current Report on Form 8-K,
including the Exhibit hereto, shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or
document.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 99.1. Chemed’s press
release dated March 16, 2009.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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CHEMED
CORPORATION |
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Date:
March 16, 2009
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By:
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/s/ Arthur
V. Tucker, Jr. |
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Name:
Arthur V. Tucker, Jr. |
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Title: Vice President and
Controller |
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EXHIBIT
INDEX
Exhibit
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Number
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Description
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99.1
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Press
release issued March 16, 2009 by
Chemed.
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