SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MEDIQ INCORPORATED
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
PREFERRED STOCK, PAR VALUE $.50 PER SHARE *
-----------------------------------
(Title of Class of Securities)
584906 10 1
584906 20 0 *
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(CUSIP Number)
Bernard J. Korman
c/o MEDIQ Incorporated
One MEDIQ Plaza
Pennsauken, New Jersey 08110
(609) 665-9300
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 14, 1995
-----------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with the statement /_/.
This amendment is filed for the purpose of amending the intention of the
reporting person with respect to holdings of the Issuer's securities, as more
fully described in Item 4 of this report.
* The Series A Preferred Stock is convertible on a one-for-one basis into Common
Stock.
<PAGE>
SCHEDULE 13D
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CUSIP No. 584 906 101 Page 2 of 6 Pages
584 906 200
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard J. Korman SSN: ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
SC, BK, WC, PF, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7. SOLE VOTING POWER
2,773,447 Common
779,826 Preferred*
NUMBER OF -------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 79,208 Common
OWNED BY 21,204 Preferred*
EACH -------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,773,447 Common
WITH 779,826 Preferred*
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10. SHARED DISPOSITIVE POWER
79,208 Common
21,204 Preferred*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,852,655 Common
801,030 Preferred*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% Common
12.5% Preferred*
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
* The Series A Preferred Stock is convertible on a one-for-one basis into Common
Stock.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per share, (the
"Common Stock") and Series A Preferred, par value $.50 per share, (the
"Preferred Stock") of MEDIQ Incorporated (the "Issuer"). The Issuer is a
Delaware corporation and has its principal executive offices located at One
MEDIQ Plaza, Pennsauken, New Jersey 08110.
Item 2. Identity and Background.
(a) The name of the person filing this statement is Bernard J. Korman.
References hereinafter to "Mr. Korman" are to Bernard J.
Korman.
(b) Mr. Korman's business address is MEDIQ Incorporated, One MEDIQ Plaza,
Pennsauken, New Jersey, 08110.
(c) Mr. Korman's present principal employment is President, Chief Executive
Officer and a member of the Board of Directors of
the Issuer.
(d) Mr. Korman has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Korman has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Korman is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On March 14, 1995, Mr. Korman, together with certain other members of the
management of the Issuer (the "Management Group"), submitted an offer to
acquire all of the outstanding common and preferred stock of the Issuer and
repay or assume all debt of the Issuer and its subsidiaries in a transaction
valued at approximately $437 million (the "Proposed Transaction"). The offer
is in response to the strategic plan to enhance stockholder value adopted by
the Issuer's Board of Directors and has been referred to the Special Committee
of the Board appointed for this specific purpose.
Pursuant to the terms of the Proposed Transaction, stockholders would receive
$6.87 for each share of Common Stock and Preferred Stock, consisting of $4.00 in
cash and $2.87, representing the current market value on a per share basis of
the Issuer's publicly traded equity interests in MMI Medical, Inc. (NASDAQ:
MMIM), NutraMax Products, Inc. (NASDAQ: NMPC), and PCI Services,
Inc. (NASDAQ: PCIS), and the face value of a note receivable
from Mental Health Management, Inc. (AMEX: MHM). The equity
interests and note would be distributed either directly to the
Issuer's stockholders or to a liquidating trust for the benefit
of such stockholders.
The offer is conditioned upon negotiating and executing a mutually acceptable
merger agreement by April 14, 1995, and is subject to certain other conditions
including financing, and among other matters specifically encourages the Special
Committee of the Board to continue to solicit other acquisition proposals from
interested parties.
The Management Group has been pursuing various sources of financing for the
purchase price of the Proposed Transaction, which may include bank financing,
<PAGE>
assumption of indebtedness of the Issuer, public or private debt financing
and/or equity contributions. Mr. Korman intends to use his personal funds,
working capital or assets as a portion of the funds needed for the Proposed
Transaction. It is anticipated that the assets of the Issuer will be used
to collateralize a portion of the indebtedness incurred to complete the
Proposed Transaction. As of the date of this report, no such financing
arrangements have been finalized.
Item 4. Purpose of Transaction.
The shares of Common Stock and Preferred Stock which Mr. Korman beneficially
owns (as described in Item 5) were acquired as an investment.
Mr.Korman, in his capacity as President and Chief Executive Officer, as a
member of the Board of Directors and as a stockholder, has explored various
alternatives to maximize shareholder value. The Proposed Transaction was
presented to the Company as a possible means of furthering that objective.
Mr. Korman reserves the right to acquire beneficial ownership of additional
shares of Common Stock or Preferred Stock in the open market or in private
transactions, to dispose of some or all of the Common Stock or Preferred
Stock owned by him, or take any other action or actions with respect to
the Common Stock and Preferred Stock as he deems advisable. Any such
future determinations may be made by Mr. Korman in light of the then
current financial condition of the Issuer, the market price of the
Common Stock or Preferred Stock (or other securities of the Issuer),
other investment opportunities and other factors deemed relevant
by Mr. Korman.
The purpose of the Proposed Transaction is for the Management Group to acquire
all of the outstanding Common Stock and Preferred Stock for the purpose of
obtaining control of the Issuer. The Proposed Transaction, if approved by
the Issuer and completed, could involve a merger of the Issuer with a
to-be-formed acquisition corporation, changes in the Issuer's Board of
Directors, changes in the capitalization and dividend policy of the Issuer,
and/or the delisting of the Common Stock and Preferred Stock from the American
Stock Exchange and the termination of the registration of the Common Stock and
Preferred Stock pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
Mr. Korman reserves the right to change his plans or intentions at any time and
to take any and all actions he may deem appropriate.
Except as described above, Mr. Korman has no specific plans or proposals that
would result in any actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Korman is the beneficial owner of: 2,051,625
shares of Common Stock (which includes 21,204 shares held as a custodian for
children; 386,667 shares that would be acquired upon conversion of outstanding
debentures of the Issuer, which are convertible into Common Stock at a current
conversion price of $7.50 per share of Common Stock (the "Debentures"); 12,228
shares held in retirement accounts; 36,800 shares owned by Mr. Korman's spouse;
and currently exercisable options to acquire at a purchase price of $2.839 per
share 500,000 shares of Common Stock); and 801,030 shares of Preferred Stock
<PAGE>
(which includes 21,204 shares held as a custodian for children), which is
convertible into Common Stock on a one-for-one basis.
Based upon the Quarterly Report on Form 10-Q of the Issuer for the fiscal
quarter ended December 31, 1994, 17,746,714 shares of Common Stock and 6,401,089
shares of Preferred Stock were outstanding on February 9, 1995. Assuming the
exercise of all options held by Mr. Korman, the conversion of the Debentures
into shares of Common Stock, and the conversion of all shares of Preferred Stock
beneficially owned by Mr. Korman into Common Stock, Mr. Korman's Common Stock
holdings would aggregate 2,852,655 shares out of 19,432,161 shares (which
includes shares subject to conversion of the Debentures and Preferred Stock and
shares subject to exercise of options held by Mr. Korman) of Common Stock, which
represents approximately 14.7% of the shares of Common Stock, and 801,030 shares
out of 6,401,089 shares of Preferred Stock, which represents approximately 12.5%
of the shares of Preferred Stock.
(b) Mr. Korman has sole voting and dispositive powers with respect to
2,773,447 shares of Common Stock and 779,826 shares of Preferred Stock, and
shared voting and dispositive powers with respect to 79,208 shares of Common
Stock and 21,204 shares of Preferred Stock, which is shared with Mr. Korman's
spouse (as to 36,800 shares of Common Stock) and former spouse (as to 21,204
shares of Common Stock and 21,204 shares of Preferred Stock held in custodial
accounts.
(c) Mr. Korman did not effect any transactions in shares of Common Stock
or Preferred Stock in the last 60 days.
(d) The beneficiaries of custodial accounts in which 21,204 shares of Common
Stock and 21,204 shares of Preferred Stock are held have the right to receive
dividends on, and the proceeds from the sale of, such securities. Mr. Korman's
spouse has the right to receive dividends on, and the proceeds from the sale of,
the 36,800 shares of Common Stock which are owned by such individual.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Korman owns outstanding debentures convertible into an aggregate of 386,667
shares of Common Stock, and has options currently exercisable to acquire for a
purchase price of $2.839 per share 500,000 shares of Common Stock.
Item 7. Material to be Filed as Exhibits.
MEDIQ Incorporated Stock Option Certificate 93-1, dated August 25, 1993
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Bernard J. Korman
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Bernard J. Korman
Dated: March 15, 1995
MEDIQ INCORPORATED
STOCK OPTION CERTIFICATE 93-1
(Not Transferable)
THIS CERTIFIES THAT BERNARD J. KORMAN ("Optionee") has been granted a
STOCK OPTION
to purchase the shares of the common stock of MEDIQ Incorporated ("MEDIQ"),
a Delaware corporation, at an exercise price as set forth on Exhibit A,
attached hereto, subject to adjustment as provided in the MEDIQ
Incorporated 1981 and/or 1987 Stock Option Plans (the "Plans"). This Option
is granted under and pursuant to the Plans and is subject to the conditions
and limitations set forth in the Plans, as amended from time to time. All
of the terms and provisions of the Plans, as amended from time to time are
incorporated herein by reference and nothing herein contained shall be
deemed to vary or be given effect as modifying the terms of the Plans.
THIS OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE
AFTER APRIL 5, 1999 AND MAY BE EXERCISED ONLY IN THE MANNER PROVIDED IN
THE PLANS. This Option is not transferable except by will or the laws of
descent and distribution.
IN WITNESS WHEREOF, MEDIQ has caused this Stock Option Certificate
to be issued as of August 25, 1993.
Corporate Seal: MEDIQ INCORPORATED
By: /s/ Michael J. Rotko
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Michael J. Rotko
Chairman
Attest: /s/ Steven J. Feder
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Steven J. Feder
Assistant Secretary
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
Per Share
# of Qualified/ Exercise Expiration
Shares Type Non-Qualified Price Date
-------- ---- ------------- ----- ----
<S> <C> <C> <C> <C>
30,769 Common Q $2.839 Apr. 5, 1999
469,231 Common N 2.839 Apr. 5, 1999
</TABLE>
