EXHIBIT 99.3
CHEMED CORPORATION
(FORMERLY ROTO-ROOTER, INC.)
OFFER TO EXCHANGE
ALL OUTSTANDING FLOATING RATE SENIOR SECURED NOTES DUE 2010
($110,000,000 AGGREGATE PRINCIPAL AMOUNT)
FOR
FLOATING RATE SENIOR NOTES DUE 2010
($110,000,000 AGGREGATE PRINCIPAL AMOUNT)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
To Our Clients:
Enclosed for your consideration is a Prospectus dated [ ],
2004 (as the same may be amended or supplemented from time to time, the
"Prospectus") and a form of Letter of Transmittal (the "Letter of Transmittal")
relating to the offer (the "Exchange Offer") by Chemed Corporation ("Chemed")
to exchange up to $110,000,000 aggregate principal amount of its Floating Rate
Senior Secured Notes due 2010 which have been registered under the Securities
Act of 1933, as amended (the "New Notes"), for up to $110,000,000 aggregate
principal amount of its outstanding Floating Rate Senior Secured Notes due 2010
that were issued and sold in a transaction exempt from registration under the
Securities Act of 1933, as amended (the "Original Notes").
The material is being forwarded to you as the beneficial owner of
Original Notes carried by us for your account or benefit but not registered in
your name. A tender of any Original Notes may be made only by us as the
registered holder and pursuant to your instructions. Therefore, Chemed urges
beneficial owners of Original Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such registered
holder promptly if they wish to tender Original Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all of the Original Notes held by us for your account, pursuant to the
terms and conditions set forth in the Prospectus and Letter of Transmittal. We
urge you to read carefully the Prospectus and the Letter of Transmittal before
instructing us to tender your Original Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Original Notes on your behalf in accordance with
the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [ ], 2004, UNLESS EXTENDED (THE "EXPIRATION
DATE"). Original Notes tendered pursuant to the Exchange Offer may be
withdrawn, subject to the procedures described in the Prospectus and the Letter
of Transmittal, at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount
at maturity of the New Notes for each $1,000 principal amount at maturity
of the Original Notes. The terms of the New Notes are substantially
identical (including principal amount, interest rate, maturity, security
and ranking) to the terms of the applicable Original Notes, except that
the New Notes are freely transferable by holders thereof (except as
described in the Prospectus).
2. The Exchange Offer is subject to certain conditions. See the
section entitled "The Exchange Offer - Conditions to the Exchange Offer"
in the Prospectus.
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3. The Exchange Offer and withdrawal rights will expire at 5:00
p.m., New York City time, on [ ], 2004, unless extended.
4. Chemed has agreed to pay the expenses of the Exchange Offer,
except as provided in the Prospectus and the Letter of Transmittal.
5. Any transfer taxes incident to the transfer of Original Notes
from the tendering Holder to Chemed will be paid by Chemed, except as
provided in the Prospectus and the Letter of Transmittal. The Exchange
Offer is not being made to nor will exchange be accepted from or on
behalf of holders of Original Notes in any jurisdiction in which the
making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of your Original Notes held by
us for your account or benefit, please so instruct us by completing, executing
and returning to us the instruction form that appears below. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Original Notes held by us and registered in
our name for your account or benefit.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein in connection with the Exchange Offer of Chemed
relating to $110,000,000 aggregate principal amount of its Floating Rate Senior
Notes due 2010, including the Prospectus and the Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of
Original Notes indicated below or, if no aggregate principal amount is
indicated below, all Original Notes held by you for the account or benefit of
the undersigned, pursuant to the terms and conditions set forth in the
Prospectus and Letter of Transmittal.
_______________________________________________________________
Aggregate Principal Amount of Original Notes to be exchanged
$_______________ Floating Rate Senior Secured Notes due 2010
__________________________________________________________________________
*I (we) understand that if I (we) sign these
instruction forms without indicating an
aggregate principal amount of Original
Notes in the space above, all Original ________________________________________
Notes, as applicable, held by you for my
(our) account will be exchanged. ________________________________________
Signature(s)*
________________________________________
Capacity (full title), if signing in a
fiduciary or representative capacity
________________________________________
________________________________________
________________________________________
Name(s) and address, including zip code
Date:___________________________________
________________________________________
Area Code and Telephone Number
________________________________________
Taxpayer identification or Social Security
Number
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