<PAGE> 1
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SCHEDULE 14A INFORMATION
(Rule 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or Section 40.14a-12
Chemed Corporation
.........................................................................
(Name of Registrant as Specified in its Charter)
Chemed Corporation
.........................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________
(2) Aggregate number of securities to which transaction applies:
______________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-ll (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________
(4) Proposed maximum aggregate value of transaction:_____________________
(5) Total fee paid:______________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:______________________________________________
(2) Form, Schedule or Registration Statement No.:________________________
(3) Filing Party:________________________________________________________
(4) Date Filed:__________________________________________________________
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<PAGE> 2
[CHEMED LOGO]
CHEMED CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2000
The Annual Meeting of Stockholders of Chemed Corporation will be held
at The Phoenix Club, 812 Race Street, Cincinnati, Ohio, on Monday, May 15, 2000,
at 2 p.m. for the following purposes:
(1) To elect directors;
(2) To approve an amendment to Chemed Corporation's Certificate of
Incorporation, as amended, authorizing the issuance of
2,000,000 shares of a new class of preferred stock;
(3) To ratify the selection by the Board of Directors of
independent accountants; and
(4) To transact such other business as may properly be brought
before the meeting.
Stockholders of record at the close of business on March 17, 2000, are
entitled to notice of, and to vote at, the meeting.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED AT YOUR EARLIEST
CONVENIENCE. NO POSTAGE IS REQUIRED IF IT IS MAILED IN THE UNITED STATES.
Naomi C. Dallob
Secretary
March 30, 2000
<PAGE> 3
[CHEMED LOGO]
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Chemed Corporation (hereinafter called the
"Company" or "Chemed") of proxies to be used at the Annual Meeting of
Stockholders ("Annual Meeting") of the Company to be held on May 15, 2000, and
any adjournments thereof. The Company's mailing address is 2600 Chemed Center,
255 East Fifth Street, Cincinnati, Ohio 45202. The approximate date on which
this Proxy Statement and the enclosed proxy are being sent to stockholders is
March 30, 2000. Each valid proxy received in time will be voted at the meeting
and, if a choice is specified on the proxy, the shares represented thereby will
be voted accordingly. The proxy may be revoked by the stockholder at any time
before the meeting by providing notice to the Secretary.
Only stockholders of record as of the close of business on March 17,
2000, will be entitled to vote at the Annual Meeting or any adjournments
thereof. On such date, the Company had outstanding __________ shares of capital
stock, par value $1 per share ("Capital Stock"), entitled to one vote per share.
ELECTION OF DIRECTORS
Sixteen directors are to be elected at the Annual Meeting to serve
until the following annual meeting of stockholders and until their successors
are duly elected and qualified. Set forth below are the names of the persons to
be nominated by the Board of Directors, together with a description of each
person's principal occupation during the past five years and other pertinent
information.
Unless authority is withheld or names are stricken, it is intended that
the shares covered by each proxy will be voted for the nominees listed. Votes
that are withheld will be excluded entirely from the vote and will have no
effect. The Company anticipates that all nominees listed in this Proxy Statement
will be candidates when the election is held. However, if for any reason any
nominee is not a candidate at that time, proxies will be voted for any
substitute nominee designated by the Board of Directors (except where a proxy
withholds authority with respect to the election of directors). The affirmative
vote of a plurality of the votes cast will be necessary to elect each of the
nominees for director.
NOMINEES
<TABLE>
<CAPTION>
<S> <C>
EDWARD L. HUTTON Mr. Hutton is Chairman and Chief Executive Officer of the Company and
Director since 1970 has held these positions since November 1993. Previously, from 1970 to
Age: 80 November 1993, he served the Company as President and Chief Executive
Officer. Mr. Hutton is also the Chairman of Omnicare, Inc., Cincinnati,
Ohio (healthcare products and services), a public corporation in which
the Company holds a 1-percent-ownership interest (hereinafter
"Omnicare"). Mr. Hutton is a director of Omnicare. Mr. Hutton is the
father of Thomas C. Hutton, a Vice President and a director of the
Company.
KEVIN J. MCNAMARA Mr. McNamara is President of the Company and has held this position
Director since 1987 since August 1994. Previously, he served as Executive Vice President,
Age: 46 Secretary and General Counsel from November 1993, August 1986 and August
1986, respectively, to August 1994. He is a director of Omnicare.
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
RICK L. ARQUILLA Mr. Arquilla is President and Chief Operating Officer of Roto-Rooter
Director since May 1999 Services Company, an indirectly wholly owned subsidiary of the
Age: 46 Company, and has held this position since January 1999. Previously, he
served as a Senior Vice President of Roto-Rooter Services Company, from
May 1997 to January 1999. From May 1989 to May 1997, he served as Vice
President of Roto-Rooter Services Company.
JAMES H. DEVLIN Mr. Devlin is a Vice President of the Company and has held this
Director from May 1991 position since December 1992. From December 1992 to September 1997, he
to May 1992 and since also served as Group Executive of the Company's then-wholly owned
February 1993 Omnia Group.
Age: 53
CHARLES H. ERHART, JR. Mr. Erhart retired as President of W. R. Grace and Co. (hereinafter
Director since 1970 "Grace"), Columbia, Maryland (international specialty chemicals,
Age: 74 construction and packaging) in August 1990, having held that position
since July 1989. Previously, he was Chairman of the Executive Committee
of Grace and held that position from November 1986 to July 1989. He is
a director of Omnicare.
JOEL F. GEMUNDER Mr. Gemunder is President of Omnicare and has held this position since
Director since 1977 May 1981. He is also a director of Omnicare and Ultratech Stepper, Inc.
Age: 60
PATRICK P. GRACE Mr. Grace is Executive Vice President of Kingdom Group, LLC, New York,
Director since 1996 New York (a provider of turnkey compressed natural gas fueling systems)
Age: 44 and has held this position since August 1999. He is also President of
MLP Capital, Inc. (a managing partner of several real estate and mining
ventures in the southwestern United States). From December 1997 to
January 31, 1999, Mr. Grace was also Chief Financial Officer of
Compucook, Inc., Westport, Connecticut (interactive marketing). From
February 1991 to October 1995, he was President of Grace Logistics
Services, Inc., Greenville, South Carolina (a full-service provider of
logistical support), a subsidiary of Grace.
THOMAS C. HUTTON Mr. Hutton is a Vice President of the Company and has held this position
Director since 1985 since February 1988. Mr. Hutton is a director of Omnicare. He is a
Age: 49 son of Edward L. Hutton, the Chairman and Chief Executive Officer and a
director of the Company.
WALTER L. KREBS Mr. Krebs retired as Senior Vice President-Finance, Chief Financial
Director from May 1989 Officer and Treasurer of Service America Systems, Inc., a wholly owned
to April 1991 and since subsidiary of the Company ("Service America"), in July 1999, having
May 1995 held that position since October 1997. Previously, he was a Director -
Age: 67 Financial Services of DiverseyLever, Inc. (formerly known as Diversey
Corporation), Detroit, Michigan (specialty chemicals) ("Diversey") from
April 1991 to April 1996. Previously, from January 1990 to April 1991,
he was a Senior Vice President and the Chief Financial Officer of the
Company's then-wholly-owned subsidiary, DuBois Chemicals, Inc.
("DuBois").
SANDRA E. LANEY Ms. Laney is Senior Vice President and the Chief Administrative Officer
Director since 1986 of the Company and has held these positions since November 1993 and
Age: 56 May 1991, respectively. She is a director of Omnicare.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
SPENCER S. LEE Mr. Lee is Chairman and Chief Executive Officer of Roto-Rooter Inc., a
Director since May 1999 wholly owned subsidiary of the Company ("Roto-Rooter"), and has held
Age:44 this position since January 1999. Previously, he served as a Senior
Vice President of Roto-Rooter Services Company from May 1997 to January
1999. From February 1985 to May 1997, he served as Vice President of
Roto-Rooter Services Company.
JOHN M. MOUNT Mr. Mount is a Vice President of the Company and has held this position
Director from May 1986 since November 1997. He is also President and Chief Executive Officer
to April 1991 and of Service America and has held these positions since October 1997.
since February 1994 Previously, he was a Principal of Lynch-Mount Associates, Cincinnati,
Age: 58 Ohio (management consulting), from November 1993 to October 1997. From
April 1991 to November 1993, Mr. Mount was Senior Vice President of
Diversey and President of Diversey's DuBois Industrial division.
Previously, from May 1989 to April 1991, Mr. Mount was an Executive
Vice President of the Company and President of DuBois. He held the
latter position from September 1986 to April 1991.
TIMOTHY S. O'TOOLE Mr. O'Toole is an Executive Vice President and the Treasurer of the
Director since August 1991 Company and has held these positions since May 1992. He is also the
Age: 44 Chairman and Chief Executive Officer of Patient Care, Inc., a wholly
owned subsidiary of the Company. He is a director of Vitas Healthcare
Corporation.
DONALD E. SAUNDERS Mr. Saunders is President of DuBois, a division of DiverseyLever, Inc.,
Director from May 1981 and has held this position since November 1993. From April 1991 to
to May 1982, May 1983 October 1993, he was Executive Vice President of Diversey and from
to May 1987 and since May 1998 January 1991 to March 1991, he was Executive Vice President of
Age: 56 DuBois.
PAUL C. VOET Mr. Voet is an Executive Vice President of the Company and has held
Director since 1980 this position since May 1991. From January 1992 to September 1997, he
Age: 53 also served as President and Chief Executive Officer of the Company's
then majority-owned subsidiary, National Sanitary Supply Company.
GEORGE J. WALSH III Mr. Walsh is a co-managing partner with the law firm of Gould &
Director since November 1995 Wilkie, L.L.P. of partner, New York, New York, and has held this
Age: 54 position since January 1979.
</TABLE>
DIRECTORS EMERITI
In May 1983, the Board of Directors adopted a policy of conferring the
honorary designation of Director Emeritus upon former directors who have made
valuable contributions to the Company and whose continued advice is believed to
be of value to the Board of Directors. Under this policy, each Director Emeritus
is furnished with a copy of all agendas and other materials furnished to members
of the Board of Directors generally and is invited to attend all meetings of the
Board; however, a Director Emeritus is not entitled to vote on any matters
presented to the Board. In 1985, Dr. Herman B. Wells, who served as a director
of the Company from 1970 until 1985, was designated a Director Emeritus, and in
1994, Neal Gilliatt, who served as a director of the Company from 1970 to 1994,
was designated a Director Emeritus. Each Director Emeritus is paid an annual fee
of $6,262, and for each meeting attended, a Director Emeritus is paid $220.
3
<PAGE> 6
It is anticipated that at the annual meeting of the Board of Directors,
each of Mr. Gilliatt and Dr. Wells will again be designated as a Director
Emeritus.
COMPENSATION OF DIRECTORS
Throughout 1999, each member of the Board of Directors who was not a
regular employee of the Company was paid an annual fee of $12,700 and a fee of
$2,100 for each meeting attended. Each member of the Audit Committee of the
Board (other than its chairman) was paid an additional annual fee of $1,600, and
each member of the Compensation/Incentive Committee of the Board (other than its
chairman) was paid an additional annual fee of $3,200. A Committee member was
paid $800 for each meeting of a Committee he attended unless the Committee met
on the same day as the Board of Directors met, in which event, the Committee
member was paid $400 for his attendance at the Committee meeting.
The chairman of each Committee of the Board of Directors was paid an
annual fee in addition to the attendance fees referred to above. The chairman of
the Audit Committee was paid at the rate of $5,350 per annum, and the chairman
of the Compensation/Incentive Committee was paid at the rate of $5,136 per
annum. In addition, each member of the Board of Directors and of a Committee was
reimbursed for his reasonable travel expenses incurred in connection with such
meetings.
In addition, in May 1999 each member of the Board of Directors (other
than those serving on the Compensation/Incentive Committee), was granted an
unrestricted stock award covering 100 shares of Capital Stock under the
Company's 1993 Stock Incentive Plan. Those directors who are members of the
Compensation/Incentive Committee were paid the cash equivalent of the 100-share
stock award or $3,263.
The Company has a deferred compensation plan for nonemployee directors
under which certain directors who are not regular employees of the Company or of
a wholly owned subsidiary of the Company participate. Under the plan, which is
not a tax-qualified plan, an account is established for each participant to
which amounts are credited quarterly at the rate of $4,000 per annum. Amounts
credited to these accounts are used to purchase shares of Capital Stock, and all
dividends received on such shares are reinvested in such Capital Stock. Each
participant is entitled to receive the balance in his account within 90 days
following the date he ceases to serve as a director.
COMMITTEES AND MEETINGS OF THE BOARD
The Company has the following Committees of the Board of Directors:
Audit Committee and Compensation/ Incentive Committee. It does not have a
nominating committee of the Board of Directors.
The Audit Committee (a) recommends to the Board of Directors a firm of
independent accountants to audit the Company and its consolidated subsidiaries,
(b) reviews and reports to the Board of Directors on the Company's annual
financial statements and the independent accountants' report on such financial
statements and (c) meets with the Company's senior financial officers, internal
auditors and independent accountants to review audit plans and work and other
matters regarding the Company's accounting, financial reporting and internal
control systems. The Audit Committee consists of Messrs. Erhart, Grace and
Saunders. The Audit Committee met on two occasions during 1999.
The Compensation/Incentive Committee makes recommendations to the Board
of Directors concerning (a) salary and incentive compensation payable to
officers and certain other key employees of the Company, (b) establishment of
incentive compensation plans and programs generally, (c) adoption and
administration of certain employee benefit plans and programs and (d) additional
year-end contributions by the Company under the Chemed/Roto-Rooter Savings and
Retirement Plan ("Retirement Plan"). In addition, the Compensation/Incentive
Committee administers the Company's (a) eight Stock Incentive Plans, 1999
Long-Term Employee Incentive Plan and its 1983 Incentive Stock Option Plan and
(b) grants of stock options and stock awards to key employees of the Company.
The Compensation/Incentive Committee consists of Messrs. Erhart, Grace and
Walsh. The Compensation/Incentive Committee met on four occasions during 1999.
4
<PAGE> 7
During 1999 there were six meetings of the Board of Directors, and each
director attended at least 75 percent of the aggregate of (a) the total number
of meetings held by the Board of Directors and (b) the total number of meetings
held by all Committees of the Board of Directors on which he served that were
held during the period for which he was a director or member of any such
Committee.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION/INCENTIVE COMMITTEE ON EXECUTIVE COMPENSATION
The Company believes that executive compensation must align executive
officers' interests with those of the Company's stockholders and that such
interests are served by having compensation directly and materially linked to
financial and operating performance criteria which, when successfully achieved,
will enhance stockholder value.
The Company attempts to achieve this objective with an executive
compensation package for its senior executives which combines base salary,
annual cash incentive compensation, and long-term incentive compensation in the
form of stock options and restricted stock awards along with various benefit
plans, including pension plans, savings plans and medical benefits generally
available to the employees of the Company.
The executive compensation program is administered by the
Compensation/Incentive Committee of the Board of Directors. The membership of
the Compensation/Incentive Committee is composed of three outside directors
(i.e., nonemployees of the Company). The Compensation/Incentive Committee is
responsible for the review, approval and recommendation to the Board of
Directors of matters concerning base salary and annual cash incentive
compensation for key executives of the Company. The recommendations of the
Compensation/Incentive Committee on such matters must be approved by the full
Board of Directors. The Compensation/Incentive Committee also administers the
Company's stock incentive plans under which it reviews and approves grants of
stock options and restricted stock awards.
The Compensation/Incentive Committee may use its discretion to set
executive compensation where, in its judgment, external, internal or individual
circumstances warrant.
Following is a discussion of the components of the executive officer
compensation program.
In determining base salary levels for the Company's executive officers,
the Compensation/Incentive Committee takes into account the magnitude of
responsibility of the position, individual experience and performance and
specific issues particular to the Company. In general, base salaries are set at
levels believed by this Compensation/Incentive Committee to be sufficient to
attract and retain qualified executives when considered along with the other
components of the Company's compensation structure.
The Compensation/Incentive Committee believes that a significant
portion of total cash compensation should be linked to annual performance
criteria. Consequently, the purpose of annual incentive compensation for senior
executives and key managers is to provide a direct financial incentive in the
form of an annual cash bonus to those executives who achieve their business
units' and the Company's annual goals. Operational and financial goals are
established at the beginning of each fiscal year and generally take into account
such measures of performance as sales and earnings growth, profitability, cash
flow and return on investment. Other nonfinancial measures of performance relate
to organizational development, product or service expansion and strategic
positioning of the Company's assets.
Individual performance is also taken into account in determining
individual bonuses. It is the Company's belief that bonuses as a percentage of a
senior executive's salary should be sufficiently high to provide a major
incentive for achieving annual performance targets. Bonuses for senior
executives of the Company generally range from 25 percent to 100 percent of base
salary.
The stock option and restricted stock program forms the basis of the
Company's incentive plans for executive officers and key managers. The objective
of these plans is to align executive and long-term-stockholder interests by
creating a strong and direct link between executive pay and stockholder return.
5
<PAGE> 8
Stock options and restricted stock awards are granted annually and are
generally regarded as the primary incentive for long-term performance as they
are granted at fair market value and have vesting restrictions ranging from
three- to seven-year periods. The Committee considers each grantee's current
option and award holdings in making grants. Both the amounts of restricted stock
awards and proportion of stock options increase as a function of higher salary
and position of responsibility within the Company.
The Compensation/Incentive Committee has considered, and is continuing
to review, the qualifying compensation regulations issued by the Internal
Revenue Service in December 1993. Generally, the Committee structures
compensation arrangements to achieve deductibility under the tax regulations,
except where the benefit of such deductibility is outweighed by the need for
flexibility or the attainment of other corporate objectives.
The base salary of Mr. E. L. Hutton, Chairman and Chief Executive
Officer of the Company, for 1999 was $590,000, which was the same amount as his
base amount for 1998. His bonus in respect of 1999 services was $582,165. Mr.
Hutton received a grant of restricted stock awards in 1999, which anticipates no
additional grants in 2000 and 2001. These awards had a value of $2,137,125 and
are restricted over a seven-year period. He was also granted 55,000 stock
options. Factors considered in establishing the compensation levels in 1999 for
Mr. Hutton were the Company's increase in income from continuing operations,
excluding capital gains, of 34.4 percent and the Company's increase in earnings
per share, excluding capital gains, of 29.0 percent. The Compensation/Incentive
Committee believes that Mr. Hutton's base salary, cash bonus and restricted
stock awards and stock options granted to Mr. Hutton are consistent with his
performance as measured by these factors and the other criteria discussed above.
Compensation/Incentive Committee
-----------------------------------------------
Charles H. Erhart, Jr., Chairman
Patrick P. Grace
George J. Walsh III
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<PAGE> 9
SUMMARY COMPENSATION TABLE
The following table shows the compensation paid to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
for the past three years for all services rendered in all capacities to the
Company and its subsidiaries:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM
COMPENSATION AWARDS
- -------------------------------------------------------------------------------------------------------------------
SECURITIES
CHEMED UNDERLYING
NAME AND RESTRICTED CHEMED ALL OTHER
PRINCIPAL BONUS STOCK STOCK COMPENSATION
POSITION YEAR SALARY ($) ($) AWARDS ($)(1) OPTIONS (#) ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
E. L. Hutton 1999 $590,000 $ 582,165 $2,137,125 55,000 $134,815 (2)
Chairman and 1998 590,000 582,165 208,500 23,000 174,499
CEO 1997 590,000 1,239,165 156,375 25,000 473,518
K. J. McNamara 1999 325,200 196,553 781,875 50,000 80,346 (3)
President 1998 325,200 196,579 33,000 14,000 98,766
1997 292,259 496,600 24,750 16,000 237,781
P. C. Voet 1999 306,000 36,782 208,500 2,000 75,368 (4)
Executive 1998 306,000 57,829 50,000 2,000 71,105
Vice President 1997 296,375 346,867 17,531 3,000 222,251
T. S. O'Toole 1999 202,500 74,573 443,063 42,000 50,623 (5)
Executive 1998 202,500 74,586 20,000 10,500 73,602
Vice President 1997 178,559 270,000 15,000 11,500 135,855
and Treasurer
S. E. Laney 1999 200,000 187,173 443,063 42,000 54,632 (6)
Senior Vice 1998 200,000 187,194 20,000 10,500 54,961
President 1997 179,041 374,211 15,000 11,500 177,811
and Chief
Administrative
Officer
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 10
- -------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE (CONTINUED)
- -------------------------------------------------------------------------------
(1) The number and value of the aggregate restricted shares of Capital
Stock held by the named executives at December 31, 1999 were as
follows: E. L. Hutton - 27,015 shares, $773,304; K. J. McNamara - 8,693
shares, $248,837; P. C. Voet - 2,725 shares, $78,003; T. S. O'Toole -
6,147 shares, $175,958; and S. E. Laney - 6,147 shares, $175,957. The
stock awards granted with respect to 1997 were unrestricted. The
restricted shares with respect to 1998 vest in varying percentages over
a three-year period. The restricted shares with respect to 1999 reflect
a one time grant for 1999, 2000 and 2001 and vest in varying
percentages over a seven-year period. Recipients receive dividends on
the awarded shares and are entitled to vote them, whether or not
vested.
(2) Includes the following amounts: $127,858 allocated to Mr. Hutton's
account under the Company's Retirement Plan and Employee Stock
Ownership Plans ("ESOP") with respect to 1999; a $3,744 premium payment
for term life insurance; and $3,213 in the form of an unrestricted
stock award of 100 shares of Capital Stock.
(3) Includes the following amounts: $53,319 allocated to Mr. McNamara's
account under the Retirement Plan and ESOP with respect to 1999; a
$4,167 premium payment for term life insurance; $19,647, which is the
value of premium payments made by the Company for the benefit of Mr.
McNamara under a split dollar life insurance policy, which provides for
the refund of premiums to the Company upon termination of the policy
("Split Dollar Policy"); and $3,213 in the form of an unrestricted
stock award of 100 shares of Capital Stock.
(4) Includes the following amounts: $52,740 allocated to Mr. Voet's account
under the Retirement Plan and ESOP with respect to 1999; a $4,543
premium payment for term life insurance; $14,962, which is the value of
premium payments made by the Company for the benefit of Mr. Voet under
a Split Dollar Policy; and $3,213 in the form of an unrestricted stock
award of 100 shares of Capital Stock.
(5) Includes the following amounts: $31,671 allocated to Mr. O'Toole's
account under the Retirement Plan and ESOP with respect to 1999; a
$4,217 premium payment for term life insurance; $11,522, which is the
value of premium payments made by the Company for the benefit of Mr.
O'Toole under a Split Dollar Policy; and $3,213 in the form of an
unrestricted stock award of 100 shares of Capital Stock.
(6) Includes the following amounts: $33,838 allocated to Ms. Laney's
account under the Retirement Plan and ESOP with respect to 1999; a
$4,167 premium payment for term life insurance; $13,414, which is the
value of premium payments made by the Company for the benefit of Ms.
Laney under a Split Dollar Policy; and $3,213 in the form of an
unrestricted stock award of 100 shares of Capital Stock.
- -------------------------------------------------------------------------------
8
<PAGE> 11
Stock Options
The table below shows information concerning Chemed stock options
granted in 1999 to the named executives in the Summary Compensation Table.
CHEMED STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- -------------------------------------------------------------------------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED
OPTIONS TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#)(1) IN 1999 ($/SHARE) DATE 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
E. L. Hutton 55,000 15.8% $32.19 5/17/09 $1,113,426 $2,821,641
K. J. McNamara 50,000 14.4 32.19 5/17/09 1,012,206 2,565,128
P. C. Voet 2,000 .6 32.19 5/17/09 40,488 102,605
T. S. O'Toole 42,000 12.1 32.19 5/17/09 850,253 2,154,708
S. E. Laney 42,000 12.1 32.19 5/17/09 850,253 2,154,708
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These options, which were granted on May 17, 1999, provide for the
purchase price of option shares equal to the fair market value of
Capital Stock on that date; are transferable by will, by the laws of
descent and distribution, pursuant to a qualified domestic relations
order or to certain family members, if permitted under SEC Rule 16b-3
or any successor rule thereto; and become exercisable in four equal
annual installments beginning on November 17, 1999.
The table below shows information concerning the year-end number and
value of unexercised Chemed stock options held by the executive officers named
in the Summary Compensation Table. No stock options were exercised during 1999.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NUMBER AND VALUE OF UNEXERCISED STOCK OPTIONS
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 12/31/99 (#) AT 12/31/99 ($)
- -------------------------------------------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E. L. Hutton 119,000 59,000 $-0- $-0-
K. J. McNamara 66,500 48,500 -0- -0-
P. C. Voet 8,750 3,250 -0- -0-
T. S. O'Toole 49,625 39,625 -0- -0-
S. E. Laney 64,375 39,625 -0- -0-
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 12
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. E. L.
Hutton, McNamara, Voet and O'Toole and Ms. Laney. Mr. Hutton's employment
agreement provides for his continued employment as Chairman and Chief Executive
Officer of the Company through May 3, 2001, subject to earlier termination under
certain circumstances, at a base salary of $590,000 per annum or such higher
amount as the Board of Directors may determine, as well as participation in
incentive compensation plans, stock incentive plans and other benefit plans. In
the event of termination without cause, the agreement provides that Mr. Hutton
will receive severance payments equal to 150 percent of his then-current base
salary, the amount of incentive compensation most recently paid or approved in
respect of the previous year, and the fair market value of all stock awards
which have vested during the 12 months prior to termination for the balance of
the term of the agreement. Messrs. McNamara, Voet and O'Toole and Ms. Laney have
employment agreements which provide for their continued employment as senior
executives of the Company through May 3, 2004, May 3, 2002, May 3, 2004 and May
3, 2004, respectively, and are identical in all material respects to that of Mr.
Hutton, except their respective agreements provide for a base salary of
$325,200, $306,000, $202,500, and $200,000 per annum or such higher amounts as
the Board of Directors may determine. In addition, each agreement for Messrs.
Hutton, McNamara and Voet and Ms. Laney provides for the officer's nomination as
a director of the Company. On November 9, 1998, Mr. Voet filed a lawsuit against
the Company in Court of Common Pleas, Hamilton County, Ohio, in connection with
the Company's sale of its majority-owned subsidiary, National Sanitary Supply
Company, alleging that the Company breached his employment agreement due to a
material reduction in his title, authority or responsibility. Mr. Voet is
seeking a money judgment in the principal amount in excess of $6 million. The
Company disputes these claims and believes that the disposition of this matter
will not have a material effect on the financial position of the Company.
EXECUTIVE STOCK OWNERSHIP PLAN
Pursuant to the Company's Executive Stock Ownership Plan, Messrs. E. L.
Hutton, Arquilla, Devlin, T. C. Hutton, Lee, Mount and O'Toole and Ms. Laney,
respectively, borrowed $540,009, $99,986, $184,002, $184,002, $183,997,
$183,997, $360,000 and $200,000 from the Company in order to purchase shares of
the Capital Stock in the open market in November and December 1999. The
following number of shares was purchased for the accounts of these officers: E.
L. Hutton, 19,771 shares; Arquilla, 3,375 shares; Devlin, 6,874 shares; T. C.
Hutton, 6,873 shares; Mount, 6,873 shares; O'Toole, 13,498 shares; and Laney,
7,353 shares. These loans are secured by demand notes with the Company and have
an annual interest rate of 5.88 percent, which was the short-term semi-annual
Applicable Federal Rate as published by the Internal Revenue Service.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the yearly percentage change in the Company's
cumulative total stockholder return on Capital Stock (as measured by dividing
(i) the sum of (A) the cumulative amount of dividends for the period December
31, 1994 to December 31, 1999, assuming dividend reinvestment, and (B) the
difference between the Company's share price at December 31, 1994 and December
31, 1999; by (ii) the share price at December 31, 1994) with the cumulative
total return, assuming reinvestment of dividends, of the (1) S & P 500 Stock
Index and (2) Dow Jones Industrial Diversified Index.
10
<PAGE> 13
CHEMED CORPORATION
Cumulative Total Stockholder Return for
Five-Year Period Ending December 31, 1999
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
DECEMBER 31 . . . 1994 1995 1996 1997 1998 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Chemed Corporation 100.00 123.54 122.51 146.99 126.31 115.94
- ------------------------------------------------------------------------------------------------
S&P 500 100.00 137.58 169.17 225.60 290.08 351.12
- ------------------------------------------------------------------------------------------------
Dow Jones Industrial Diversified 100.00 130.95 169.43 222.09 255.49 277.63
- ------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 31, 1999 with
respect to the only person who is known to be the beneficial owner of more than
5 percent of Capital Stock:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Fifth Third Bank 797,249 shares; Trustee of the Company's 7.7%
Fifth Third Center Retirement Plan, Employee Stock
Cincinnati, Ohio Ownership Plans and Excess Benefit Plan (1)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shared voting power, 797,249 shares; shared dispositive power, 797,249
shares.
The following table sets forth information as of December 31, 1999 with
respect to Capital Stock beneficially owned by all nominees and directors of the
Company, the executive officers named in the Summary Compensation Table and the
Company's directors and executive officers as a group:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNERSHIP (1) CLASS (2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Edward L. Hutton 60,954 Direct
119,000 Option
7,400 Trustee
Rick L. Arquilla 11,627 Direct
14,250 Option
James H. Devlin 16,620 Direct
17,750 Option
Charles H. Erhart, Jr. 5,000 Direct
Joel F. Gemunder 3,384 Direct
5,000 Option
3,486 Trustee
Patrick P. Grace 300 Direct
Thomas C. Hutton 46,726 Direct
26,000 Option
7,900 Trustee (3)
Walter L. Krebs 4,180 Direct
Sandra E. Laney 38,040 Direct
64,375 Option
Trustee (3)
Spencer S. Lee 7,585 Direct
15,250 Option
Kevin J. McNamara 21,609 Direct
66,500 Option
Trustee (3)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNERSHIP (1) CLASS (2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
J. M. Mount 19,318 Direct
7,500 Option
600 Trustee
Timothy S. O'Toole 54,491 Direct
49,625 Option
Donald E. Saunders 1,350 Direct
Paul C. Voet 31,032 Direct
8,750 Option
Trustee (3)
George J. Walsh III 1,945 Direct
Directors and 346,128 Direct 3.3%
Executive Officers 431,000 Option 4.1%
as a Group 75,519 Trustee (4)
(17 persons)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
FOOTNOTES TO STOCK OWNERSHIP TABLE
(1) Includes securities beneficially owned (a) by the named persons or
group members, their spouses and their minor children (including shares
of Capital Stock allocated as of December 31, 1999, to the account of
each named person or member of the group under the Company's Retirement
Plan and under the Company's ESOP or, with respect to Mr. Gemunder,
allocated to his account as of December 31, 1999 under the Omnicare
Employees Savings and Investment Plan), (b) by trusts and
custodianships for their benefit and (c) by trusts and other entities
as to which the named person or group has or shares the power to direct
voting or investment of securities. "Direct" refers to securities in
categories (a) and (b) and "Trustee" to securities in category (c).
Where securities would fall into both "Direct" and "Trustee"
classifications, they are included under "Trustee" only. "Option"
refers to shares which the named person or group has a right to acquire
within 60 days from December 31, 1999. For purposes of determining the
Percent of Class, all shares subject to stock options which were
exercisable within 60 days from December 31, 1999 were assumed to have
been issued.
(2) Percent of Class under 1.0 percent is not shown.
(3) Messrs. T. Hutton, McNamara and Voet and Ms. Laney are trustees of the
Chemed Foundation which holds 63,173 shares of Capital Stock over which
the trustees share both voting and investment power. This number is
included in the total number of "Trustee" shares held by the Directors
and Executive Officers as a Group but is not reflected in the
respective holdings of the individual trustees.
(4) Shares over which more than one individual holds beneficial ownership
have been counted only once in calculating the aggregate number of
shares owned by Directors and Executive Officers as a Group.
- -------------------------------------------------------------------------------
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
regulations thereunder, the Company's executive officers and directors and
persons who own more than 10 percent of Capital Stock are required to file
reports with respect to their ownership and changes in ownership of Capital
Stock with the Securities and Exchange Commission ("SEC"). In addition, such
persons are required to forward copies of such reports to the Company. Based on
a review of the copies of such reports furnished to the Company and on the
written representation of such non-reporting persons that, with respect to 1999,
no reports on Form 5 were required to be filed with the SEC, the Company
believes that, during the period January 1, 1999 through December 31, 1999,
except for Mr. Krebs, who filed an amendment to his July Form 4 in October
stating that he had overstated his holdings by 500 shares, the Company's
executive officers and directors and greater-than-10-percent stockholders have
complied with all Section 16(a) reporting requirements.
13
<PAGE> 16
PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION, AS AMENDED,
TO AUTHORIZE 2,000,000 SHARES OF A NEW
CLASS OF PREFERRED STOCK
Article IV of the Company's Certificate of Incorporation, as amended
(hereinafter "Certificate"), provides that the total number of shares of stock
which the Company shall have authority to issue is Fifteen Million, par value
one dollar. This Certificate does not currently authorize the issuance of
preferred stock.
The Board of Directors has adopted a resolution approving, and
recommending to the Company's stockholders for their approval, an amendment to
the Certificate, which would authorize the creation of 2,000,000 shares of
Preferred Stock. The primary purpose of authorizing the Preferred Stock is to
enable the Company to provide the participants in the Company's ESOP with the
opportunity to participate in an exchange offer comparable to the Company's
recent exchange offer to the stockholders for the Chemed Capital Trust
Convertible Trust Preferred Securities ("Trust Securities"). After announcing a
change in its dividend policy that future quarterly dividends would be reduced
from $.53 per share to $.10 per share, in December 1999, the Company offered
existing stockholders the opportunity to exchange their shares of Capital Stock
for shares of the Trust Securities, which have an annual distribution of $2.00
per security and which are convertible into shares of Capital Stock at the rate
of 0.73 of a share of Capital Stock for each Trust Security. The participants in
the ESOP were not able to participate in this exchange offer, because the Trust
Securities do not qualify as "employer securities" under the provisions of the
Internal Revenue Code. In order to allow the ESOP participants the same
opportunity to participate in such an exchange offer, depending on the
then-current market conditions, the Board of Directors is considering issuing a
new series of Preferred Stock, shares of which would qualify as "employer
securities" and which would have provisions comparable to those included in the
Trust Securities. If all the shares of Capital Stock held in the ESOP were
exchanged pursuant to such an exchange offer, approximately 700,000 of the newly
authorized shares of Preferred Stock would be issued. Although the Board of
Directors does not presently have a specific purpose for the remaining shares of
authorized Preferred Stock, the Board believes that such shares would provide
the Company with more financial flexibility in dealing with its future capital
needs.
If the proposed amendment to the Certificate is approved by the
stockholders, the terms of the shares of any series of Preferred Stock must be
fixed by the Board of Directors at the time of its issuance, in accordance with
Delaware law, with no further authorization by stockholders. These terms would
include whether the shares were nonvoting or voting shares and if voting, the
extent of the voting rights of such shares. This type of Preferred Stock is
commonly referred to as "blank check" preferred stock, which refers to stock for
which the designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof (collectively, the
"Limitations and Restrictions") are determined by the board of directors of a
company. As such, the Board of Directors of the Company will in the event of the
approval of this proposal by the stockholders be entitled to authorize the
creation and issuance of 2,000,000 shares of Preferred Stock in one or more
series with such Limitations and Restrictions as may be determined in the
Board's sole discretion, with no further authorization by stockholders required
for the creation and issuance thereof.
The Board of Directors is required to make any determination to issue
shares of Common Stock or Preferred Stock based on its judgment as to the best
interests of the stockholders and the Company. Although the Board of Directors
has no present intention of doing so, it could issue shares of Common Stock or
Preferred Stock that could, depending on the terms of such series, make more
difficult or discourage an attempt to obtain control of the Company by means of
a merger, tender offer, proxy contest or other means. When in the judgment of
the Board of Directors this action will be in the best interest of the
stockholders and the Company, such shares could be used to create voting or
other impediments or to discourage persons seeking to gain control of the
Company. Such shares could be privately placed with purchasers favorable to the
Board of Directors in opposing such action. In addition, the Board of Directors
could authorize holders of a series of Common Stock or Preferred Stock to vote
either separately as a class or with the holders of the Common Stock, on any
merger or exchange of assets by the Company or any other extraordinary corporate
transaction. The existence of the additional shares could have the effect of
discouraging unsolicited takeover attempts. The issuance of new shares also
could be used to dilute the stock ownership of a person or entity seeking to
obtain control of the Company should the Board of Directors consider the action
of such entity or person not to be in the best interest of the stockholders and
the Company.
14
<PAGE> 17
Since any exchange offer to the ESOP participants is dependent on the
then-existing market conditions, there can be no assurances that such an
exchange offer will be effected. Therefore, the terms of Preferred Stock issued
pursuant to such an exchange offer or to any other future transactions cannot be
stated or estimated at this time.
In order to amend the Company's Certificate, the following resolution
will be presented at the Annual Meeting:
RESOLVED, THAT THE CERTIFICATE OF INCORPORATION, AS
AMENDED, OF THE CORPORATION BE FURTHER AMENDED BY STRIKING
ARTICLE IV THEREOF IN ITS ENTIRETY AND SUBSTITUTING IN
LIEU THEREOF THE FOLLOWING NEW ARTICLE IV:
"ARTICLE IV. THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE
CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS SEVENTEEN
MILLION (17,000,000), OF WHICH FIFTEEN MILLION
(15,000,000) SHARES SHALL BE COMMON STOCK WITH A PAR VALUE
OF ONE DOLLAR ($1.00) PER SHARE AMOUNTING IN THE AGGREGATE
TO FIFTEEN MILLION DOLLARS ($15,000,000) AND TWO MILLION
(2,000,000) SHARES SHALL BE PREFERRED STOCK WITHOUT PAR
VALUE.
"AUTHORITY IS HEREBY EXPRESSLY GRANTED TO AND VESTED IN
THE BOARD OF DIRECTORS AT ANY TIME, OR FROM TIME TO TIME,
TO ISSUE THE PREFERRED STOCK IN ONE OR MORE SERIES AND, IN
CONNECTION WITH THE CREATION OF EACH SUCH SERIES, TO FIX
BY RESOLUTION OR RESOLUTIONS PROVIDING FOR THE ISSUE OF
SHARES THEREOF THE NUMBER OF SHARES TO BE INCLUDED IN SUCH
SERIES; THE DIVIDEND RATE; THE REDEMPTION PRICE OR PRICES
IF ANY; THE TERMS AND CONDITIONS OF THE REDEMPTION OF OR
PURCHASE OF THE SHARES OF SUCH SERIES; THE TERMS AND
CONDITIONS ON WHICH SUCH SHARES ARE CONVERTIBLE INTO
COMMON STOCK OR ANY OTHER SECURITIES, IF THEY ARE
CONVERTIBLE; AND ANY AND ALL OTHER DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, VOTING
OR OTHER SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS THEREOF, OF SUCH SERIES, TO THE FULL
EXTENT NOW OR HEREAFTER PERMITTED BY THE LAWS OF THE STATE
OF DELAWARE."
The affirmative vote of the holders of a majority of the Company's
shares outstanding on the record date will be necessary for the adoption of the
foregoing resolution. Abstentions and broker nonvotes will have the effect of
votes against the resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE COMPANY'S
CERTIFICATE.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers
LLP as independent accountants for the Company and its consolidated subsidiaries
for the year 2000. This firm has acted as independent accountants for the
Company and its consolidated subsidiaries since 1970. Although the submission of
this matter to the stockholders is not required by law or by the By-Laws of the
Company, the selection of PricewaterhouseCoopers LLP will be submitted for
ratification at the Annual Meeting. The affirmative vote of a majority of the
shares represented at the meeting, with abstentions having the effect of
negative votes, will be necessary to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants for the Company and its
consolidated subsidiaries for the year 2000. If the selection is not ratified at
the meeting, the Board of Directors will reconsider its selection of independent
accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
It is expected that a representative of PricewaterhouseCoopers LLP will
be present at the Company's Annual Meeting. Such representative shall have the
opportunity to make a statement if he so desires and shall be available to
respond to appropriate questions raised at the meeting.
15
<PAGE> 18
STOCKHOLDER PROPOSALS
Any proposals by stockholders intended to be included in the proxy
materials for presentation at the 2001 Annual Meeting of Stockholders must be in
writing and received by the Secretary of the Company no later than December 1,
2000. Any proposals by stockholders intended to be presented at the 2001 Annual
Meeting of Stockholders outside of the Company's proxy solicitation process
shall be considered untimely if notice of such a proposal is not given to the
Secretary of the Company by February 15, 2001. In the case of untimely notice,
persons named in the proxies solicited by the Company for that meeting (or their
substitutes) will be allowed to use their discretionary voting authority when
the proposal is raised at the meeting without any discussion of the proposal in
the Company's proxy statement for that meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the management has not been
notified of any stockholder proposals intended to be raised at the 2000 Annual
Meeting outside of the Company's proxy solicitation process nor does management
know of any other matters which will be presented for consideration at the
Annual Meeting. However, if any other stockholder proposals or other business
should come before the meeting, the persons named in the enclosed proxy (or
their substitutes) will have discretionary authority to take such action as
shall be in accordance with their best judgment.
EXPENSES OF SOLICITATION
The expense of soliciting proxies in the accompanying form will be
borne by the Company. The Company will request banks, brokers and other persons
holding shares beneficially owned by others to send proxy materials to the
beneficial owners and to secure their voting instructions, if any. The Company
will reimburse such persons or institutions for their expenses in so doing. In
addition to solicitation by mail, officers and regular employees of the Company
may, without extra remuneration, solicit proxies personally, by telephone or by
telegram from some stockholders if such proxies are not promptly received. The
Company has also retained D. F. King & Co., Inc., a proxy soliciting firm, to
assist in the solicitation of such proxies at a cost which is not expected to
exceed $7,500 plus reasonable expenses. This Proxy Statement and the
accompanying Notice of Meeting are sent by order of the Board of Directors.
Naomi C. Dallob
Secretary
March 30, 2000
16
<PAGE> 19
----------------------------
COMPANY #
CONTROL #
----------------------------
CHEMED
CHEMED CORPORATION
THERE ARE TWO WAYS TO VOTE YOUR PROXY:
YOUR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME
MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- USE ANY TOUCH-TONE TELEPHONE TO VOTE YOUR PROXY 24 HOURS A DAY, 7 DAYS A
WEEK.
- YOU WILL BE PROMPTED TO ENTER YOUR 3-DIGIT COMPANY NUMBER AND YOUR 7-DIGIT
CONTROL NUMBER WHICH ARE LOCATED ABOVE.
- FOLLOW THE SIMPLE INSTRUCTIONS.
VOTE BY MAIL
MARK, SIGN AND DATE YOUR PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE
PROVIDED OR RETURN IT TO NORWEST BANK MINNESOTA, N.A., C/O SHAREOWNER
SERVICES(SM), P.O. BOX 64873, ST. PAUL, MN 55164-0873.
IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
<TABLE>
<CAPTION>
..................................................................................................................
(CONTINUED FROM OTHER SIDE)
1. ELECTION OF DIRECTORS (MARK ONLY ONE BOX):
<S> <C> <C> <C> <C> <C>
01 EDWARD L. HUTTON 05 CHARLES H. ERHART, JR. 09 WALTER L. KREBS 13 TIMOTHY S. O'TOOLE / /FOR ALL / /WITHHOLD ALL
02 KEVIN J. MCNAMARA 06 JOEL F. GEMUNDER 10 SANDRA E. LANEY 14 DONALD E. SAUNDERS NOMINEES VOTING
03 RICK L. ARQUILLA 07 PATRICK P. GRACE 11 SPENCER S. LEE 15 PAUL C. VOET LISTED UNLESS AUTHORITY FOR
04 JAMES H. DEVLIN 08 THOMAS C. HUTTON 12 JOHN M. MOUNT 16 GEORGE J. WALSH III INDICATED BELOW. DIRECTORS.
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), ---------------------------------------
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED AT THE RIGHT.
---------------------------------------
</TABLE>
2. APPROVING THE AMENDMENT TO CHEMED CORPORATION'S CERTIFICATE OF
INCORPORATION, AS AMENDED, AUTHORIZING THE ISSUANCE OF 2,000,000 SHARES OF
A NEW CLASS OF PREFERRED STOCK.
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFYING THE SELECTION OF INDEPENDENT ACCOUNTANTS.
/ / FOR / / AGAINST / / ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS (1), (2) AND
(3).
ADDRESS CHANGE? MARK BOX / / INDICATE CHANGES BELOW:
DATED_________________________, 2000
------------------------------------
------------------------------------
SIGNATURE(S) IN BOX NOTE: PLEASE SIGN AS
NAME APPEARS. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNED ON BEHALF OF A CORPORATION,
PARTNERSHIP, ESTATE, TRUST OR OTHER
STOCKHOLDER, STATE HOW YOU ARE AUTHORIZED TO
SIGN.
<PAGE> 20
CHEMED
CHEMED CORPORATION
PLEASE DETACH HERE
- -------------------------------------------------------------------------------
CHEMED CORPORATION
2600 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OHIO 45202 PROXY
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS, MAY 15, 2000.
THE UNDERSIGNED HEREBY APPOINTS E. L. HUTTON, K. J. MCNAMARA AND N. C. DALLOB AS
PROXIES, EACH WITH THE POWER TO APPOINT A SUBSTITUTE, AND HEREBY AUTHORIZES THEM
TO REPRESENT AND TO VOTE, AS DESIGNATED ON THE REVERSE SIDE, ALL THE SHARES OF
STOCK OF CHEMED CORPORATION HELD OF RECORD BY THE UNDERSIGNED ON MARCH 17, 2000,
AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2000, OR AT ANY
ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
