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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chemed Corporation
Chemed Capital Trust
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(Exact name of registrant as specified in its charter)
Delaware 31-0791746
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2600 Chemed Center
255 East Fifth Street
Cincinnati, OH 45202
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instructions A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE
REGISTERED
Convertible Trust Preferred Securities New York Stock Exchange
(Liquidation Amount $27 per Convertible
Trust Preferred Security) of Chemed
Capital Trust
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The terms and provisions of the Convertible Trust Preferred Securities
representing undivided beneficial interests in the assets of Chemed Capital
Trust, a statutory business trust created under the laws of the State of
Delaware (the "Trust"), are described in the Offering Circular of the Trust and
Chemed Corporation (the "Company") dated December 23, 1999, filed with the
Securities and Exchange Commission as part of the Issuer Tender Offer Statement
on Schedule 13E-4 (the "Schedule 13E-4"), which Offering Circular is
incorporated herein by reference and made a part hereof.
ITEM 2. EXHIBITS.
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Offering Circular dated December 23, 1999 (incorporated by reference to
Exhibit (a)(1) to the Schedule 13E-4).
Declaration of Trust of Chemed Capital Trust, dated December 21, 1999
(incorporated by reference to Exhibit (b)(1) to the Schedule 13E-4).
Form of Amended and Restated Declaration of Trust of Chemed Capital
Trust, dated January __, 2000 (incorporated by reference to Exhibit (b)(2) to
the Schedule 13E-4).
Form of Indenture between Chemed Corporation and Firstar Bank, National
Association, as Trustee, dated January __, 2000 (incorporated by reference to
Exhibit (b)(3) to the Schedule 13E-4).
Form of Preferred Securities Guarantee Agreement, dated January __,
2000 (incorporated by reference to Exhibit (b)(4) to the Schedule 13E-4).
Form of Common Securities Guarantee Agreement, dated January __, 2000
(incorporated by reference to Exhibit (b)(5) to the Schedule 13E-4).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
Chemed Corporation
By: /s/ Naomi C. Dallob
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Name: Naomi C. Dallob
Title: Vice President and
Secretary
Chemed Capital Trust
By: Chemed Corporation, as Sponsor
By: /s/ Naomi C. Dallob
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Name: Naomi C. Dallob
Title: Vice President and
Secretary
Date: January 10, 2000
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