UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 21, 2006
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
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Item 2.02 Results of Operations and Financial Condition
On February 21, 2006 Chemed Corporation issued a press release
announcing its financial results for the quarter ended December
31, 2005. A copy of the release is furnished herewith as Exhibit
99.
Item 8.01 Other Events
Like other large California employers, the Company's VITAS
subsidiary faces allegations of purported class-wide wage and
hour violations. It is party to a class action lawsuit filed in
the Superior Court of California, Los Angeles County, in April of
2004 by Ann Marie Costa, Ana Jimenez, Mariea Ruteaya and Gracetta
Wilson. This case alleges failure to pay overtime wages for hours
worked "off the clock" in administrative tasks, including
voicemail retrieval, time entry, travel to and from work, and
pager response. This case also alleges VITAS failed to provide
meal and break periods to a purported class of California nurses,
home health aides and licensed clinical social workers. The case
also seeks payment of penalties, interest, and Plaintiffs'
attorney fees. VITAS contested these allegations.
Plaintiff moved for class certification, and VITAS opposed this
motion. We have reached an agreement, which is subject to court
approval, with the Plaintiff class in order to avoid the
uncertainty of litigation and the related diversion of resources
and personnel. We had accrued a pretax liability of $2.3 million
on our opening balance sheet for this case. At that time, this
represented our best estimate of our exposure in the matter. As a
result of the tentative resolution, we recorded a pretax charge
of $17.4 million ($10.8 million aftertax), representing the
portion of this settlement not accounted for on Vitas' opening
balance sheet. These amounts are inclusive of Plaintiffs' class
attorneys' fees and the costs of settlement administration.
Item 9.01 Financial Statements and Exhibits
c) Exhibit
(99) Registrant's press release dated February 21, 2006
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
CHEMED CORPORATION
Dated: February 21, 2006 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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