CHEMED CORP — Proxy Solicitation & Information Statement 2009

May 13, 2009

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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o Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨ Definitive Proxy Statement

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o Soliciting Material Under Rule 14a-12

| CHEMED
CORPORATION |
| --- |
| (Name
of Registrant as Specified in Its Charter) |
| MMI
INVESTMENTS, L.P. MCM
CAPITAL MANAGEMENT, LLC JOHN
S. DYSON CLAY
B. LIFFLANDER SCOTT
J. CROMIE JAMES
FOY PETER
A. MICHEL CARROLL
R. WETZEL, JR. |
| (Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant) |

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MMI Investments, L.P. (“MMI Investments”), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the election of five nominees as directors at the 2009 annual meeting of stockholders of Chemed Corporation (the “Annual Meeting”). On April 27, 2009, MMI Investments made a definitive filing with the SEC of a proxy statement and accompanying GOLD proxy to be used to solicit votes for the election of its slate of director nominees at the Annual Meeting.

Item 1: On May 13, 2009, MMI Investments presented the following Slide Presentation to RiskMetrics Group: