<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2600 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street Cincinnati, Ohio 45202 (Name and
address of agent for service)
(513) 762-6900
(Telephone number, including area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered* per share** price** fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock
(Par value $1 450,000 shs. $32.19 $14,228,987 $3,956
per share)
</TABLE>
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*The number of shares being registered is the number of shares covered
by the 1999 Stock Incentive Plan. In addition to such shares, this Registration
Statement covers an indeterminate number of shares which, by reason of certain
events specified in such Plan, may become subject to issuance thereunder.
**Estimated solely for the purpose of calculating registration fee.
This amount is based on (1) a price of $32.19 per share for outstanding options
to purchase 315,700 shares, and (2) a price of $30.28 per share based on the
average of the high and low price of a share of capital stock reported on the
New York Stock Exchange on September 7, 1999 for options to purchase 134,300
shares.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") for period since
December 31, 1998.
(3) The Company's Proxy Statement dated May 18, 1998; and
(4) The "Description of Capital Stock" incorporated by reference in
Chemed's Registration Statement on Form S-3 filed on November 26, 1991,
including any amendments or reports filed to update such description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post- effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in and to be a part of this
Registration Statement and to be a part thereof from the date any such documents
are filed.
Item 4. Description of Securities
N/A
Item 5. Interest of Named Experts and Counsel
Legal matters in connection with the issuance of Chemed Capital Stock
offered hereby have been passed upon by Naomi C. Dallob, 2600 Chemed Center, 255
East 5th Street, Cincinnati, Ohio 45202. Ms. Dallob is Vice President and
Secretary, and a stockholder of the Company.
II-1
<PAGE> 3
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company, and
separate Indemnity Agreements, provide for the indemnification of each director
and officer of the Company in connection with any claim, action, suit or
proceeding brought or threatened by reason of his position with the Company. In
addition, the General Corporation Law of the State of Delaware ("Delaware Law")
permits the Company to indemnify its directors, officers and others against
judgments, fines, amounts paid in settlement and attorneys' fees resulting from
various types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the provisions referred to above or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits.
<TABLE>
<CAPTION>
Page Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 (4) Certificate of Incorporation of Form S-3
Chemed Corporation Reg. No. 33-44177
11/26/91
2 (4) 1999 Stock Incentive Plan 1999 Proxy
3/31/99
3 (4) Form of Option under 1999 E-2 through E-4
Stock Incentive Plan
4 (5) Opinion and Consent of Counsel E-5
5 (23) Consent of Independent E-6
Accountants
6 (24) Powers of Attorney E-7 through E-20
</TABLE>
II-2
<PAGE> 4
Item 9. Undertakings.
The undersigned registrant hereby undertakes (1) to file, during any
period in which it offers or sells securities, a post-effective amendment to
this registration statement and to include any additional or changed material
information on the plan of distribution; (2) for determining liability under the
Securities Act of 1933, it will treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bon fide offering; and (3) it will
file a post- effective amendment to remove from registration any of the
securities which remain unsold at the end of the offering.
For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers or controlling
persons of the Company pursuant to the provisions referred to above or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (othe than the payment by the
Company of expenses incurred or paid in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
against the Company in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on the 14th day of
September, 1999.
CHEMED CORPORATION
By: /s/ EDWARD L. HUTTON
--------------------------------
Edward L. Hutton
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ EDWARD L. HUTTON Chairman and Chief Executive
- -------------------------- Officer
Edward L. Hutton (Principal Executive Officer) September 14, 1999
/s/ TIMOTHY S. O'TOOLE Executive Vice President September 14, 1999
- -------------------------- and Treasurer
Timothy S. O'Toole (Principal Financial Officer)
/s/ ARTHUR V. TUCKER Vice President and Controller September 14, 1999
- -------------------------- (Principal Accounting Officer)
Arthur V. Tucker
Rick L. Arquilla* Sandra E. Laney*
James H. Devlin* Spencer S. Lee*
Charles H. Erhart, Jr. Kevin J. McNamara*
Joel F. Gemunder* John M. Mount*
Patrick P. Grace* Donald E. Saunders* DIRECTORS
Thomas C. Hutton* Paul C. Voet*
Walter L. Krebs* George J. Walsh III*
/s/ NAOMI C. DALLOB September 14, 1999
- --------------------------
Naomi C. Dallob
Vice President and Secretary
</TABLE>
- ----------------
*Naomi C. Dallob signing her name hereto does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
duly executed by such persons, filed with the Securities and Exchange
Commission.
/s/ NAOMI C. DALLOB
--------------------------------
Naomi C. Dallob, Attorney-in-Fact
II-4
<PAGE> 6
INDEX TO EXHIBITS
Page Number
or
Incorporation by Reference
--------------------------
Number
Under Item 601 File Number
Exhibit Regulation and Previous
Number S-K Filing Date Exhibit
--------------------------------------------------------------------------
4.1 Certificate of Incorporation Form S-3 4.1
of Chemed Corporation Reg. No.
33-44177
11/26/91
4.2 1999 Stock Incentive Plan 1999 Proxy A
3/31/99
4.3 Form of Option Under
1999 Stock Option Plan
5 Opinion and Consent of
Counsel
23 Consent of Independent
Accountants
24 Powers of Attorney
<PAGE> 1
EXHIBIT 4.3
May 17, 1999
In accordance with the 1999 Stock Incentive Plan (the "Plan") of
Chemed Corporation (the "Corporation"), you are hereby granted an option to
purchase ____________ shares of the capital stock, par value $1.00 per share, of
the Corporation upon the following terms and conditions.
(1) The purchase price shall be $___________ per share. Payment
thereof shall be made in cash or, subject to the next sentence, by delivery to
the Corporation of shares of capital stock of the Corporation which shall be
valued at their Fair Market Value on the date of exercise, or in a combination
of cash and such shares. Your right to pay the purchase price, in whole or in
part, by delivery to the Corporation of shares of capital stock of the
Corporation is expressly subject to temporary or permanent revocation or
withdrawal at any time and from time to time by action of the Board of Directors
of the Corporation without any requirement that advance notice of such
revocation or withdrawal be given to you.
(2) Subject to the provisions of paragraphs (3) and (6), this option is
exercisable in whole or in part at any time and from time to time as follows:
____________ shares on or after November 17, 1999,
____________ shares on or after November 17, 2000,
____________ shares on or after November 17, 2001,
____________ shares on or after November 17, 2002.
Once an installment becomes exercisable, it may be exercised at any time in
whole or in part until the expiration or termination of this option. Neither
this option nor any right hereunder may be assigned or transferred by you,
except by will, the laws of descent and distribution, pursuant to a qualified
Domestic Relations order, or to a permitted transferee. It may be exercised
during your life only by you or by a permitted transferee. Within fifteen (15)
months after your death it may be exercised only by your estate, by a permitted
transferee, or by a person who acquired the right to exercise the option by
bequest or inheritance or by reason of your death. At the time of each exercise
of this option, you or the person or persons exercising the option shall, if
requested by the Corporation, give assurances, satisfactory to counsel to the
Corporation, that the shares are being acquired for investment and not with a
view to resale or distribution thereof and assurances in respect of such other
matters as the Corporation may deem desirable to assure compliance with all
applicable legal requirements.
<PAGE> 2
(3) This option, to the extent that it shall not have been exercised,
shall terminate when you cease to be an employee of the Corporation or a
Subsidiary, unless you cease to be an employee because of your resignation with
the consent of the Incentive Committee or because of your death, incapacity or
retirement under a retirement plan of the Corporation or a Subsidiary. If you
cease to be an employee because of such resignation, this option shall terminate
upon the expiration of three months after you cease to be an employee, except as
provided in the next sentence. If you cease to be an employee because of your
death, incapacity or retirement under a retirement plan of the Corporation or a
Subsidiary, or if you cease to be an employee because of your resignation with
the consent of the Incentive Committee and die during the three-month period
referred to in the preceding sentence, this option shall terminate fifteen (15)
months after you ceased to be an employee. Where this option is exercised more
than three months after termination of employment, as aforesaid, only those
installments which shall have become exercisable prior to the expiration of
three months after you ceased to be an employee, whether by death or otherwise,
may be exercised. A leave of absence for military or governmental service or for
other purposes shall not, if approved by the Incentive Committee be deemed a
termination of employment within the meaning of this paragraph (3), provided,
however, that this option may not be exercised during any such leave of absence.
Notwithstanding the foregoing provisions of this paragraph (3) or any provision
of the Plan, this option shall not be exercisable after the expiration of ten
years from the date this option is granted.
(4) The number and class of shares or other securities covered by this
option and the price to be paid therefor shall be subject to adjustment as, and
under the circumstances, provided in Section 8 of the Plan.
(5) This option may be exercised only by serving written notice on the
Secretary or Treasurer of the Corporation. The Corporation shall deliver the
shares to you against payment; provided, however, no shares shall be issued or
transferred pursuant to this option unless and until all legal requirements
applicable to the issuance or transfer of such shares have, in the opinion of
the counsel to the Corporation, been complied with. Any Federal, state or local
withholding taxes applicable to any compensation you may realize by reason of
the exercise of the option or any subsequent disposition of the shares acquired
on exercise shall, upon request, be remitted to the Corporation or the
Subsidiary by which you are employed at the time of exercise or sale, as the
case may be. You shall have the rights of a stockholder only as to stock
actually delivered to you.
(6) If you are or become an employee of a Subsidiary, the Corporation's
obligations hereunder shall be contingent on the approval of the Plan and this
option by the Subsidiary and the Subsidiary's agreement that (a) the Corporation
may administer the Plan on its behalf, and (b) upon the exercise of the option,
it will purchase from the Corporation the shares subject to the exercise at
their Fair Market Value on the date of exercise, such shares to be then
transferred by the Subsidiary to the holder of this option upon payment by the
holder of the purchase price to the Subsidiary. Where appropriate,
<PAGE> 3
such approval and agreement of the Subsidiary shall be indicated by its
signature below. The obligations of the Subsidiary so undertaken may be waived
by the Corporation.
(7) The Plan is hereby incorporated by reference. Each term which is
defined in the Plan and used in this option shall have the same meaning in this
option as it has in the Plan. This option is granted subject to the Plan and
shall be construed to conform to the Plan.
Very truly yours,
CHEMED CORPORATION
By: _________________________
Secretary
Receipt Acknowledged:
- ----------------------
Employee
<PAGE> 1
EXHIBIT 5
September 14,1999
Chemed Corporation
2600 Chemed Center
Cincinnati, OH 45202
Dear Sir or Madam:
In connection with the Registration Statement on Form S-8 to be filed
by Chemed Corporation (the "Corporation") with the Securities and Exchange
Commission covering shares of the Corporation's capital stock, par value $1 per
share (the "Capital Stock"), to be issued pursuant to the Corporation's 1999
Stock Incentive Plan (the "Plan"), you have requested me as Vice President and
Secretary to the Corporation to render my opinion with respect to the matters to
which reference is made herein.
I have examined and am familiar with the Certificate of Incorporation
and By-laws of the Corporation, the minutes of the meetings of its directors
and stockholders, the Plan and the stock incentives to be granted pursuant
thereto.
Based upon the foregoing, I am of the opinion that the shares of
Capital Stock issued pursuant to the stock incentives granted pursuant to and in
accordance with the terms of the Plan will, when issued in accordance with the
terms of said stock incentives, be validly issued and outstanding, fully paid
and non-assessable shares of Capital Stock of the Corporation.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Sincerely,
/s/ Naomi C. Dallob
-----------------------------
Naomi C. Dallob
Vice President and Secretary
sfg
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 2, 1999 relating
to the financial statements, which appears on page 11 of the 1998 Annual Report
to Stockholders of Chemed Corporation which is incorporated by reference in
Chemed Corporation's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
February 2, 1999 relating to the Financial Statement Schedule, which appears on
page S-2 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Cincinnati, Ohio
September 14, 1999
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 10th day of September, 1999.
/s/ Rick L. Arquilla
-----------------------------
Rick L. Arquilla
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 8th day of September, 1999.
/s/ James H. Devlin
-----------------------------
James H. Devlin
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 8th day of September, 1999.
/s/ Charles H. Erhart, Jr.
-----------------------------
Charles H. Erhart, Jr.
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 8th day of September, 1999.
/s/ Joel F. Gemunder
-----------------------------
Joel F. Gemunder
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 7th day of September, 1999.
/s/ Patrick P. Grace
-----------------------------
Patrick P. Grace
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 7th day of September, 1999.
/s/ Thomas C. Hutton
-----------------------------
Thomas C. Hutton
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 6th day of September, 1999.
/s/ Walter L. Krebs
-----------------------------
Walter L. Krebs
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
and seal this 1st day of September, 1999.
/s/ Sandra E. Laney
-----------------------------
Sandra E. Laney
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 6th day of September, 1999.
/s/ Spencer S. Lee
-----------------------------
Spencer S. Lee
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 1st day of September, 1999.
/s/ Kevin J. McNamara
-----------------------------
Kevin J. McNamara
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 7th day of September, 1999.
/s/ John M. Mount
-----------------------------
John M. Mount
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 2nd day of September, 1999.
/s/ Donald E. Saunders
-----------------------------
Donald E. Saunders
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 2nd day of September, 1999.
/s/ Paul C. Voet
-----------------------------
Paul C. Voet
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Chemed Corporation, hereby constitutes and appoints Edward L.
Hutton, Timothy S. O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and
lawful attorneys-in-fact of the undersigned, with full power in each to act
without the others, for and in the name of the undersigned as such Director to
sign any and all Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange Commission
relating to registration under the Securities Act of 1933 of interests in or
Capital Stock of Chemed Corporation to be offered and sold pursuant to its 1999
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 8th day of September, 1999.
/s/ George J. Walsh III
-----------------------------
George J. Walsh III
