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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROTO-ROOTER, INC.
(Exact name of issuer as specified in its charter)
Delaware 31-1078130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1995 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)
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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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
__________________________________________________________________________
Common Stock
(Par value $1 200,000 shs. $30.50 $6,100,000 $2,104.00
per share)
==========================================================================
*The number of shares being registered is the number of shares covered
by the 1995 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 a price of $30.50 per share based on the average of the
high and low price of a share of common stock in the over-the-counter
market as reported by NASDAQ on November 29, 1995.
Page 1 of 27
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 latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(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 periods since December 31, 1994;
(3) The Company's definitive Proxy Statement filed pursuant
to Section 14 of the Exchange Act in connection with the Company's
latest annual meeting of stockholders; and
(4) The "Description of Common Stock" set forth on page 35
of the Prospectus dated June 13, 1985, filed as part of Registration
Statement No. 2-47456, which Prospectus is incorporated by reference
in Registration Statement on Form 8-A filed with the Commission on
August 22, 1985.
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 Roto-Rooter, Inc.
Common Stock offered hereby have been passed upon by Naomi C. Dallob,
2600 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202.
Ms. Dallob is Secretary and General Counsel, a director and a stockholder
of the Company.
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Page 2 of 27
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
_____________________________________________________________________
<C> <C> <S> <C>
1 (4.1) Certificate of Form 10-K
Incorporation of Roto-Rooter, 3/27/92
Inc.
2 (4.2) 1995 Stock Incentive Plan 1995 Proxy
4/6/95
3 (4.3) Form of Option under 1995 E-2 through E-6
Stock Incentive Plan
4 (5) Opinion and Consent of E-7
Counsel
5 (23) Consent of Independent E-8
Accountants
6 (24) Powers of Attorney E-9 through E-22
</TABLE>
II-2
Page 3 of 27
Item 9. Undertakings.
The undersigned registrant hereby undertakes (1) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement and to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement; (2) that, for
the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment 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; and (3) to remove from registration
by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, 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 (other 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.
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Page 4 of 27
SIGNATURES
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
5th day of December, 1995.
ROTO-ROOTER, INC.
By /s/ William R. Griffin
____________________________________
President 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.
Signature Title Date
/s/ William R. Griffin President and Chief Executive December 5, 1995
______________________ Officer and a Director
(Principal Executive Officer)
/s/ Brian A. Brumm Vice President, Treasurer and December 5, 1995
______________________ Chief Financial Officer and a
Director (Principal Financial
and Accounting Officer)
Edward L. Hutton* Thomas C. Hutton*
James A. Cunningham* Patrick L. Johnson*
Charles H. Erhart, Jr.* Sandra E. Laney*
Neal Gilliatt* Kevin J. McNamara* ---- DIRECTORS
Lawrence J. Gillis* Timothy S. O'Toole*
Douglas B. Harper* D. Walter Robbins, Jr.*
Will J. Hoekman* Jerome E. Schnee*
/s/ Naomi C. Dallob Secretary and General Counsel December 5, 1995
______________________ and a Director
________________
*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, Attorney-in-Fact
____________________________________
II-4
Page 5 of 27<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page Number
or
Incorporation by Reference
Number
Under Item 601 File Number Sequentially
Exhibit Regulation and Previous Numbered
Number S-K Filing Date Exhibit Pages
_____________________________________________________________________________
<C> <C> <S> <C> <C> <C>
1 (4.1) Certificate of Form 10-K
Incorporation of 3/27/92
Roto-Rooter, Inc.
2 (4.2) 1995 Stock 1995 Proxy A
Incentive Plan 4/6/95
3 (4.3) Form of Option E-2 through E-6 Page 7
Under 1995 Stock through 11
Incentive Plan
4 (5) Opinion and Consent E-7 Page 12
Of Counsel
5 (23) Consent of E-8 Page 13
Independent Accountants
6 (24) Powers of Attorney E-9 through E-22 Page 14
through 27
</TABLE>
Page 6 of 27
Exhibit 3
(Exhibit 4.3)
[Date]
PERSONAL & CONFIDENTIAL
[Name, address of optionee]
Dear :
In accordance with the 1995 Stock Incentive Plan (the
"Plan") of Roto-Rooter, Inc. (the "Corporation"), you are
hereby granted an option to purchase [number of shares]
shares of the common stock, par value $1.00 per share, of
the Corporation upon the following terms and conditions:
(1) The purchase price shall be [option price per
share] per share. Payment thereof shall be made in cash
or, subject to the next sentence, by delivery to the
Corporation of shares of common 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
common stock of the Corporation is expressly subject to
the condition that such shares are then being publicly
traded on a principal stock exchange or in the over-the-counter
market, and whether or not such shares are then
being publicly traded, such right may be temporarily or
permanently revoked or withdrawn 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 [one year from date of grant],
----- shares on or after [two years from date of grant],
----- shares on or after [three years from date of grant], and
----- shares on or after [four years from date of grant].
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,
E-2
Page 7 of 27
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.
(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.
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Page 8 of 27
(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) This option may not be exercised unless and
until you agree to remain in the employ of this
Corporation or a Subsidiary for the period of two years
from the date of granting this option on the terms set
forth in the enclosed employment agreement or on such
other terms as are satisfactory to the Corporation. If
you do not so agree within one (1) month from said date,
the Corporation may, at its election, terminate this
option at any time thereafter by written notice to you,
unless prior to such notice of termination you have so
agreed. In any event, if you have not so agreed within
three (3) months from said date, this option will
terminate and become void.
(7) 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, such
approval and agreement of the Subsidiary shall be
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Page 9 of 27
indicated by its signature below. The obligations of the
Subsidiary so undertaken may be waived by the Corporation.
(8) This option is not an Incentive Stock Option
under the provisions of the Internal Revenue Code of 1986,
as amended.
(9) 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,
ROTO-ROOTER, INC.
By: ---------------------
W. R. Griffin,
President
Approved and Agreed to:*
(Name of Employing Subsidiary)
By: ------------------------
(Authorized Officer)
Receipt Acknowledged:
-------------------------
Employee
-------------------------------------------------
* This will be completed only if you are or become an
employee of a Subsidiary.
E-5
Page 10 of 27
<PAGE>
Roto-Rooter, Inc.
2500 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
Dear Sirs:
In further consideration of your granting me, on
[option date], an option to purchase [number of shares]
shares of your common stock, par value $1.00 per share,
under your 1995 Stock Incentive Plan, I hereby agree to
remain in your employ or in the employ of a Subsidiary (as
defined in the Plan) for the period of two years from the
date of granting of such option, at such compensation
(including incentive compensation in any form) as you or
the Subsidiary by which I may be employed shall determine
from time to time, but in no event less than the salary I
am presently receiving unless otherwise agreed. It is
understood, however, that you or the Subsidiary by which I
may be employed shall have the right to terminate my
employment at any time for any reason whatever.
This agreement shall be effective as of the date of
granting of such stock option.
Very truly yours,
----------------------
Date: ----------------
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Page 10 of 27
Exhibit 4
(Exhibit 5)
December 5, 1995
Roto-Rooter, Inc.
2500 Chemed Center
Cincinnati, Ohio 45202
Dear Sir or Madam:
In connection with the Registration Statement on Form S-8
to be filed by Roto-Rooter, Inc. (the "Corporation") with the
Securities and Exchange Commission covering shares of the
Corporation's common stock, par value $1 per share (the "Common
Stock"), to be issued pursuant to the Corporation's 1995 Stock
Incentive Plan (the "Plan"), you have requested me as Secretary and
General Counsel 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 Common Stock issued pursuant to 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 Common 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
Secretary and General Counsel
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Page 11 of 27
Exhibit 5
(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 January 30, 1995, which appears on page 9 of
the 1994 Annual Report to Stockholders of Roto-Rooter, Inc.
which is incorporated by reference in the 1994 Annual
Report on Form 10-K of Roto-Rooter, Inc. for the year ended
December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule
which appears on page S-2 of such Annual Report on Form
10-K.
/s/ PRICE WATERHOUSE LLP
_________________________________
Cincinnati, Ohio
December 22, 1995
E-8
Page 13 of 27
Exhibit 6
(Exhibit 24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of October, 1995.
/s/ EDWARD L. HUTTON
___________________________
E-9
Page 14 of 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 31st day of October, 1995.
/s/ JAMES A. CUNNINGHAM
___________________________
E-10
Page 15 of 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of October, 1995.
/s/ CHARLES H. ERHART, JR.
___________________________
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Page 16 of 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of October, 1995.
/S/ NEAL GILLIATT
___________________________
E-12
Page 17 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 31st day of October, 1995.
/s/ LAWRENCE J. GILLIS
___________________________
E-13
Page 18 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of October, 1995.
/S/ DOUGLAS B. HARPER
___________________________
E-14
Page 19 of 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of October, 1995.
/s/ WILL J. HOEKMAN
___________________________
E-15
Page 20 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 2nd day of November, 1995.
/S/ THOMAS C. HUTTON
___________________________
E-16
Page 21 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand and seal this 26th day of October, 1995.
/s/ PATRICK L. JOHNSON
___________________________
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Page 22 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand and seal this 26th day of October, 1995.
/S/ SANDRA E. LANEY
___________________________
E-18
Page 23 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 30th day of October, 1995.
/s/ KEVIN J. MCNAMARA
___________________________
E-19
Page 24 of 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 27th day of October, 1995.
/S/ TIMOTHY S. O'TOOLE
___________________________
E-20
Page 25 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of October, 1995.
/S/ D. WALTER ROBBINS, JR.
___________________________
E-21
Page 26 of 27<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Roto-Rooter, Inc. hereby constitutes and appoints
William R. Griffin, Brian A. Brumm 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 Common Stock of Roto-Rooter, Inc. to be offered and
sold pursuant to its 1995 Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 27th day of October, 1995.
/S/ JEROME E. SCHNEE
___________________________
E-22
Page 27 of 27
