<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)*
Chemed Corporation
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 Par Value
-----------------------------------------------------------------------------
(Title of Class of Securities)
163596109
-----------------------------------------------------------------------------
(Cusip Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 9 pages
<PAGE> 2
<TABLE>
<S> <C> <C> <C>
CUSIP NO. 163596109 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
I.R.S. Employer Identification No. 31-0854434
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
68,434
Number of
Shares 6 SHARED VOTING
Beneficially POWER 50,522
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 4,220
8 SHARED
DISPOSITIVE POWER
1,435,828
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,515,782
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
15.47%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
</TABLE>
Page 2 of 9 pages
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
CUSIP NO. 163596109 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fifth Third Bank
I.R.S. Employer Identification No. 31-0854433
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
66,734
Number of
Shares 6 SHARED VOTING
Beneficially POWER 50,522
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 4,020
8 SHARED
DISPOSITIVE POWER
1,435,828
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,514,082
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
15.45%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
</TABLE>
Page 3 of 9 pages
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
CUSIP NO. 163596109 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fifth Third Bank as Trustee of the Chemed Corporation Savings and Investment Plan
31-6112825
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
0
Number of
Shares 6 SHARED VOTING
Beneficially POWER 50,522
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 0
8 SHARED
DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
50,522
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.52%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
</TABLE>
Page 4 of 9 pages
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
CUSIP NO. 163596109 13G PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fifth Third Bank as Trustee of the Chemed Corporation Stock Ownership Plan
31-0791746
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
Plan I Plan II
5 SOLE VOTING POWER
0 0
Number of
Shares 6 SHARED VOTING
Beneficially POWER
Owned By 0 0
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER
0 0
8 SHARED
DISPOSITIVE POWER
789,135 607,691
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
789,135 607,691
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
8.05% 6.20%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
</TABLE>
Page 5 of 9 pages
<PAGE> 6
ITEM 1 (A) NAME OF ISSUER:
Chemed Corporation
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
2600 Chemed Center
255 E. Fifth Street
Cincinnati, Ohio 45202
ITEM 2 (A)-(C) NAMES, ADDRESSES & CITIZENSHIP OF PERSONS FILING:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The Fifth Third Bank, Trustee for the
Chemed Corporation
Savings & Investment Plan
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The Fifth Third Bank, Trustee for the
Chemed Corporation
Stock Ownership Plans
38 Fountain Square Plaza
Cincinnati, Ohio 45263
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
Common Stock, $1.00 par value
ITEM 2 (E) CUSIP NUMBER:
163596109
ITEM 3 Fifth Third Bancorp is filing a parent holding company in
accordance with Section 240.13(d-1)(b)(ii)(G) of the Exchange
Act Rules.
The Fifth Third Bank is filing as a bank in accordance with
Section 240.13(d-1)3(a)(6) of the Exchange Act Rules.
Page 6 of 9 pages
<PAGE> 7
The Chemed Corporation Stock Ownership Plans I and II, by its
trustee, The Fifth Third Bank, are filing as an Employee Benefit
Plan subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) in accordance with Section
240.13(d-1)(b)(ii)(F) of the Exchange Act Rules.
The Chemed Corporation Savings and Investment Plan, by its
trustee, The Fifth Third Bank, is filing as an Employee Benefit
Plan subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) in accordance with Section
240.13(d-1)(b)(ii)(F) of the Exchange Act Rules.
ITEM 4. OWNERSHIP
This report relates to an agregate of 1,554,279 outstanding shares of
the common stock of Chemed Corporation, par value $1.00 per share, 50,522 of
these shares are held by The Fifth Third Bank as Trustee of the Chemed
Corporation Savings and Investment Plan, and 789,135 of these shares are held by
The Fifth Third Bank as Trustee of the Chemed Corporation Stock Ownership Plan I
and 607,691 of these shares are held by The Fifth Third Bank as Trsutee of
Chemed Corporation Stock Ownership Plan II, which are joining in this report.
The following tabulation sets forth the shares with respect of which
voting rights are held or shared and those shares to which there is the power of
disposal.
(a) Amount Beneficially Owned:
The Bank has neither voting power nor dispositive power with
with respect to 40,197 shares of Chemed Corporation stock.
The remaining 1,514,082 shares of the outstanding stock may
be deemed beneficially held. Of this number, all of the
50,522 shares held for the Chemed Corporation Savings and
Investment Plan have shared voting power and no dispositive
power and all of such are deemed beneficially owned. All of
the 789,135 shares held for the Chemed Corporation Stock
Ownership Plan I and 607,691 shares held for Chemed Corporation
Stock Ownership Plan II have no voting power and joint
dispositive power and all of such shares are deemed
beneficially owned.
(b) Percentage of Class:
The Fifth Third Bank as Trustee to the Chemed Corporation
Savings and Investment Plan has 0.52% of the outstanding
shares. The Fifth Third Bank as Trustee to the Chemed
Corporation Stock Ownership Plan I has 8.05% of the
outstanding shares and Trustee to Chemed Corporation
Stock Ownership Plan II has 6.20% of the outstanding shares.
The Fifth Third bank in other fiduciary relationships has
.68%. Aggregate beneficial ownership by The Fifth Third Bank
is 15.45%.
Page 7 of 9 pages
<PAGE> 8
<TABLE>
(c) Number of Shares as to which such Person has:
<CAPTION>
Fifth Third Bank
as Trustee for Fifth Third Bank as Fifth Third Fifth
Chemed Corporation Trustee for Chemed Bank in Other Third
Savings and Corporation Stock Fiduciary Bank
Investment Plan Ownership Plan Holdings Total
------------------ ------------------- ------------- ------
Plan I Plan II
<S> <C> <C> <C> <C> <C>
(i) Sole Power to
Vote or to
Direct the Vote 0 0 0 66,734 66,734
(ii) Shared Power to
Vote or to
Direct the Vote 50,522 0 0 0 50,522
(iii) Sole Power to
Dispose or to
Direct the
Disposition of 0 0 0 4,020 4,020
(iv) Shared Power to
Dispose or to
Direct the
Disposition of 0 789,135 607,691 39,002 1,435,828
</TABLE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
--------------
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
This report is being joinly filed by The Fifth Third Bank which is
the entity holding beneficial ownership of the shares being described
herein and by Fifth Third Bancorp as its parent holding company, and
The Fifth Third Bank as Trustee of employee benefits plans (Chemed
Corporation Savings and Investment Plan and Chemed Corporation
Stock Ownership Plans I and II) holding more than 5% of the
outstanding stock with the issuer.
Page 8 of 9 pages
<PAGE> 9
ITEM 8-9 Not Applicable
ITEM 10. CERTIFICATION
By signing below, the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C>
February 7, 1994 February 7, 1994
- ---------------- ----------------
Date Date
THE FIFTH THIRD BANK FIFTH THIRD BANCORP
By: JOHN B. SCHMITZ By: MICHAEL K. KEATING
----------------------------- ---------------------------
Name; John B. Schmitz Name: Michael K. Keating
--------------------------- -------------------------
Title: Vice President and Trust Officer Title: Secretary
February 7, 1994 February 7, 1994
- ---------------- ----------------
Date Date
THE FIFTH THIRD BANK AS TRUSTEE THE FIFTH THIRD BANCORP AS TRUSTEE
OF CHEMED CORPORATION SAVINGS OF CHEMED CORPORATION STOCK
AND INVESTMENT PLAN OWNERSHIP PLAN
By: JOHN B. SCHMITZ By: JOHN B. SCHMITZ
----------------------------- ---------------------------
Name; John B. Schmitz Name: John B. Schmitz
--------------------------- -------------------------
Title: Vice President and Trust Officer Title: Vice President and Trust Officer
</TABLE>
Page 9 of 9 pages
