EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
FLOATING RATE SENIOR SECURED NOTES DUE 2010
OF
CHEMED CORPORATION
(FORMERLY ROTO-ROOTER, INC.)
PURSUANT TO THE PROSPECTUS DATED [ ], 2004
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to tender Original Notes (as defined below) pursuant to
the Exchange Offer (as defined below) described in the prospectus dated [
], 2004 (as the same may be amended or supplemented from time to time, the
"Prospectus") of Chemed Corporation ("Chemed"), if (i) certificates for the
outstanding Floating Rate Senior Secured Notes due 2010 of Chemed (the
"Original Notes") are not immediately available, (ii) time will not permit the
Original Notes, the Letter of Transmittal and all other required documents to
be delivered to Wells Fargo Bank, N.A. (the "Exchange Agent") prior to
5:00 p.m., New York City time, on [ ], 2004 or such later date and
time to which the Exchange Offer may be extended (the "Expiration Date"), or
(iii) the procedures for delivery by book-entry transfer cannot be completed on
a timely basis. This Notice of Guaranteed Delivery, or one substantially
equivalent to this form, must be delivered by hand or sent by facsimile
transmission or mail to the Exchange Agent, and must be received by the
Exchange Agent prior to the Expiration Date. See "The Exchange Offer &
Procedures for Tendering" in the Prospectus. Capitalized terms used but not
defined herein shall have the same meaning given them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
WELLS FARGO BANK, N.A.
By Registered or Certified Mail: By Overnight Courier: By Hand:
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 Sixth Street & Marquette Avenue Northstar East Building, 12th Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
Attention: Reorganization Attention: Reorganization
By facsimile:
(612) 667-4927
For information call:
(800) 344-5128
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS
AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE
INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU
COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal (the "Letter of Transmittal") which describes the offer
by Chemed (the "Exchange Offer") to exchange $1,000 in principal amount of
registered Floating Rate Senior Secured Notes due 2010 of Chemed (the "Exchange
Notes") for each $1,000 in principal amount of Original Notes.
The undersigned hereby tenders to Chemed, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal, the
aggregate principal amount of Original Notes indicated below pursuant to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer & Guaranteed Delivery Procedures."
The undersigned understands that no withdrawal of a tender of Original
Notes may be made on or after the Expiration Date. The undersigned understands
that for a withdrawal of a tender of Original Notes to be effective, a written
notice of withdrawal that complies with the requirements of the Exchange Offer
must be timely received by the Exchange Agent at one of its addresses specified
on the cover of this Notice of Guaranteed Delivery prior to the Expiration
Date.
The undersigned understands that the exchange of Original Notes for
Exchange Notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (1) such Original Notes (or book-entry
confirmation of the transfer of such Original Notes) into the Exchange Agent's
account at The Depository Trust Company ("DTC") and (2) a Letter of Transmittal
(or facsimile thereof) with respect to such Original Notes, properly completed
and duly executed, with any required signature guarantees, this Notice of
Guaranteed Delivery and any other documents required by the Letter of
Transmittal or, in lieu thereof, a message from DTC stating that the tendering
holder has expressly acknowledged receipt of, and agreement to be bound by and
held accountable under, the Letter of Transmittal.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Name(s) of Registered Holder(s): __________________________________________
(Please Print or Type)
Signature(s): _____________________________________________________________
Address(es): _____________________________________________________________
Area Code(s) and Telephone Number(s): _____________________________________
If Original Notes will be delivered by book-entry transfer
at DTC, insert Depository Account Number: _______________________________
Date:______________________________________________________________________
Certificate Number(s)* Principal Amount of Original Notes Tendered**
__________________________________ _____________________________________________
__________________________________ _____________________________________________
__________________________________ _____________________________________________
* Need not be completed if the Original Notes being tendered are in book-
entry form.
** Must be in integral multiples of $1,000 principal amount.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Original Notes exactly as its (their) name(s) appear(s) on
certificates for Original Notes or on a security position listing as the owner
of Original Notes, or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer or other person acting in a fiduciary or representative capacity,
such person must provide the following information.
Name(s):___________________________________________________________________
Signature(s) ______________________________________________________________
Address(es): ______________________________________________________________
DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby (1) represents that each holder of Original Notes on
whose behalf this tender is being made "own(s)" the Original Notes covered
hereby within the meaning of Rule 13d-3 under the Exchange Act, (2) represents
that such tender of Original Notes complies with Rule 14e-4 of the Exchange Act
and (3) guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Original Notes being tendered hereby for exchange
pursuant to the Exchange Offer in proper form for transfer (or a confirmation
of book-entry transfer of such Original Notes into the Exchange Agent's account
at the book-entry transfer facility of DTC) with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or in lieu of a Letter of Transmittal a
message from DTC stating that the tendering holder has expressly acknowledged
receipt of, and agreement to be bound by and held accountable under, the letter
of transmittal, and any other required documents, all within five New York
Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery.
Name of Firm: __________________________ _____________________________
(Authorized Signature)
Address: _______________________________ Name: _______________________
(Please Print or Type)
________________________________________ Title: ______________________
Telephone No.___________________________ Dated: ______________________
The institution that completes the Notice of Guaranteed Delivery (a) must
deliver the same to the Exchange Agent at its address set forth above by hand,
or transmit the same by facsimile or mail, on or prior to the Expiration Date,
and (b) must deliver the certificates representing any Original Notes (or a
confirmation of book-entry transfer of such Original Notes into the Exchange
Agent's account at DTC), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) or a message from DTC stating that
the tendering holder has expressly acknowledged receipt of, and agreement to be
bound by and held accountable under, the letter of transmittal in lieu
thereof), with any required signature guarantees and any other documents
required by the letter of transmittal to the Exchange Agent within the time
period shown herein. Failure to do so could result in a financial loss to such
institution.
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