<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 10-K/A #2
AMENDMENT TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: SEPTEMBER 30, 1994 Commission File Number: 1-8147
------------------------------------
MEDIQ INCORPORATED
(Exact name of registrant as specified in its charter)
------------------------------------
<TABLE>
<S> <C>
DELAWARE 51-0219413
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEDIQ PLAZA, PENNSAUKEN, NEW JERSEY 08110
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (609) 665-9300
PORTIONS AMENDED
The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-K for the year ended
September 30, 1994 as set forth in the pages attached hereto.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Index to Exhibits
Exhibit 24.1 -- Consents of experts and counsel
Exhibit 99 -- MEDIQ Incorporated Employees' Savings Plan -- Annual Report
for fiscal year ended September 30, 1994
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, hereunto duly authorized.
MEDIQ Incorporated
(Registrant)
March 24, 1995 By: /S/__MICHAEL F. SANDLER___________
Michael F. Sandler, Senior
Vice President -- Finance and
Chief Financial Officer
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused the annual report included in this filing to be
signed on their behalf by the undersigned, hereunto duly authorized.
MEDIQ Incorporated
Employees' Savings Plan
(Plan)
Dated: March 24, 1995 By: /S/__MICHAEL F. SANDLER___________
Michael F. Sandler, Senior
Vice President -- Finance and
Chief Financial Officer,
MEDIQ Incorporated
Administrator of the Plan
<PAGE>
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to Registration
Statement No. 33-16802 of MEDIQ Incorporated on Form S-8 of our report dated
March 17, 1995, appearing in Form 10-K/A #2 of MEDIQ Incorporated for the year
ended September 30, 1994.
DELOITTE & TOUCHE L.L.P.
Philadelphia, Pennsylvania
March 24, 1995
<PAGE>
Exhibit 99
Annual Report for Fiscal Year Ended
September 30, 1994
MEDIQ Incorporated
Employees' Savings Plan
(Full Title of the Plan)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
(Address of the Plan)
MEDIQ Incorporated, One MEDIQ Plaza, Pennsauken, New Jersey 08110
(Issuer and address of principal executive office)
Independent Auditors' Report
To the Trustees of
MEDIQ Incorporated Employees' Savings Plan
Pennsauken, New Jersey
We have audited the accompanying statements of net assets available for Plan
benefits of the MEDIQ Incorporated Employees' Savings Plan as of September 30,
1994 and 1993, and the related statements of changes in net assets available for
Plan benefits for each of the three years in the period ended September 30,
1994. These financial statements are the responsibility of the Plan's
administrators. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for Plan benefits of the MEDIQ Incorporated
Employees' Savings Plan as of September 30, 1994 and 1993, and the related
statements of changes in net assets available for Plan benefits for each of the
three years in the period ended September 30, 1994 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets available
for benefits and changes in net assets available for benefits of the individual
funds, and is not a required part of the basic financial statements. This
supplemental information is the responsibility of the Plan's administrators.
This supplemental information by fund has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE L.L.P.
Philadelphia, Pennsylvania
March 17, 1995
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK
FUND FUND FUND FUND FUND LOAN FUND TOTAL
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
CASH..................................... $ $ $ $ $ 49,835 $ $ 49,835
INVESTMENTS -- AT MARKET PRICE........... 1,905,722 4,245,807 1,686,530 472,868 3,297,883 11,608,810
EMPLOYEE CONTRIBUTIONS RECEIVABLE........ 8,736 53,031 29,065 8,553 4,371 103,756
EMPLOYER CONTRIBUTIONS RECEIVABLE........ 11,648 11,648
LOANS RECEIVABLE......................... 388,614 388,614
RECEIVABLE (PAYABLE) FROM OTHER FUNDS.... 61,236 (5,641) (136) (4,163) (51,296) -0-
--------- --------- --------- --------- --------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS... $1,975,694 $4,293,197 $1,715,459 $ 477,258 $3,312,441 $ 388,614 $12,162,663
--------- --------- --------- --------- --------- --------- ----------
--------- --------- --------- --------- --------- --------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
SEPTEMBER 30, 1993
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK
FUND FUND FUND FUND FUND LOAN FUND TOTAL
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
CASH....................................... $ $ $ $ $ 26,627 $ $ 26,627
INVESTMENTS -- AT MARKET PRICE............. 2,264,053 4,017,705 1,571,903 581,767 3,749,501 12,184,929
EMPLOYEE CONTRIBUTIONS RECEIVABLE.......... 24,353 878 409 8,074 7,734 41,448
EMPLOYER CONTRIBUTIONS RECEIVABLE.......... 6,241 6,241
LOANS RECEIVABLE........................... 395,439 395,439
RECEIVABLE (PAYABLE) FROM OTHER FUNDS...... 4,857 8 4,654 (1,488) (8,031) -0-
--------- --------- --------- --------- --------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS..... $2,293,263 $4,018,591 $1,576,966 $ 588,353 $3,782,072 $ 395,439 $12,654,684
--------- --------- --------- --------- --------- --------- ----------
--------- --------- --------- --------- --------- --------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK
FUND FUND FUND FUND FUND LOAN FUND TOTAL
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
OCTOBER 1, 1993........................ $2,293,263 $4,018,591 $1,576,966 $ 588,353 $3,782,072 $ 395,439 $12,654,684
ADDITIONS:
CONTRIBUTIONS:
EMPLOYEE CONTRIBUTIONS............... 337,387 702,521 418,803 146,412 164,558 1,769,681
EMPLOYEE ROLLOVER PAYMENTS........... 15,206 11,609 6,165 1,268 5,090 39,338
EMPLOYER CONTRIBUTIONS............... 425,222 425,222
EMPLOYEE LOAN PAYMENTS............... 79,928 82,592 49,248 15,099 25,938 252,805
INVESTMENT INCOME...................... 74,631 38,069 91,793 204,493
NET REALIZED/UNREALIZED GAINS
(LOSSES)............................. 157,221 47,071 (43,661) (520,007) (359,376)
INVESTMENT ELECTION TRANSFERS.......... 292,425 38,478 347,300 678,203
--------- --------- --------- --------- --------- --------- ----------
TOTAL ADDITIONS.......................... 507,152 1,246,368 559,765 157,187 192,594 347,300 3,010,366
DEDUCTIONS:
BENEFIT PAYMENTS....................... 187,892 186,620 97,527 39,735 234,953 66,064 812,791
EMPLOYEE LOANS......................... 222,292 222,292
TRANSFER TO MHM PLAN................... 326,199 657,392 284,195 83,759 371,787 44,653 1,767,985
TRANSFER TO MMI PLAN................... 21,116 21,116
INVESTMENT ELECTION TRANSFERS.......... 310,630 127,750 39,550 144,788 55,485 678,203
--------- --------- --------- --------- --------- --------- ----------
TOTAL DEDUCTIONS......................... 824,721 971,762 421,272 268,282 662,225 354,125 3,502,387
--------- --------- --------- --------- --------- --------- ----------
NET ADDITIONS (DEDUCTIONS)............... (317,569) 274,606 138,493 (111,095) (469,631) (6,825) (492,021)
--------- --------- --------- --------- --------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
SEPTEMBER 30, 1994..................... $1,975,694 $4,293,197 $1,715,459 $ 477,258 $3,312,441 $388,614 $12,162,663
--------- --------- --------- --------- --------- --------- ----------
--------- --------- --------- --------- --------- --------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED SEPTEMBER 30, 1993
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
OCTOBER 1, 1992.......................... $2,778,215 $2,801,363 $1,082,189 $ 314,208 $3,282,009 $306,492 $10,564,476
ADDITIONS:
CONTRIBUTIONS:
EMPLOYEE CONTRIBUTIONS................. 511,910 651,381 388,078 174,603 198,085 1,924,057
EMPLOYEE ROLLOVER PAYMENTS............. 1,949 6,909 6,336 6,155 2,198 23,547
EMPLOYER CONTRIBUTIONS................. 446,346 446,346
EMPLOYEE LOAN PAYMENTS................. 76,684 59,107 28,972 9,144 16,299 190,206
INVESTMENT INCOME........................ 77,595 26,726 63,950 168,271
MHM STOCK DISTRIBUTION................... 458,201 458,201
NET REALIZED/UNREALIZED GAINS (LOSSES)... 829,780 172,413 (4,078) (42,223) 955,892
INVESTMENT ELECTION TRANSFERS............ 169,301 121,753 155,301 17,007 305,300 768,662
--------- --------- --------- --------- --------- --------- ----------
TOTAL ADDITIONS............................ 668,138 1,716,478 717,552 367,851 1,159,863 305,300 4,935,182
DEDUCTIONS:
BENEFIT PAYMENTS......................... 529,996 466,300 179,675 78,722 605,266 57,452 1,917,411
EMPLOYEE LOANS........................... 158,901 158,901
INVESTMENT ELECTION TRANSFERS............ 623,094 32,950 43,100 14,984 54,534 768,662
--------- --------- --------- --------- --------- --------- ----------
TOTAL DEDUCTIONS........................... 1,153,090 499,250 222,775 93,706 659,800 216,353 2,844,974
--------- --------- --------- --------- --------- --------- ----------
NET ADDITIONS (DEDUCTIONS)................. (484,952) 1,217,228 494,777 274,145 500,063 88,947 2,090,208
--------- --------- --------- --------- --------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
SEPTEMBER 30, 1993....................... $2,293,263 $4,018,591 $1,576,966 $ 588,353 $3,782,072 $395,439 $12,654,684
--------- --------- --------- --------- --------- --------- ----------
--------- --------- --------- --------- --------- --------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED SEPTEMBER 30, 1992
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
OCTOBER 1, 1991.......................... $3,101,700 $2,209,368 $ 522,942 $ 162,464 $2,481,671 $240,717 $8,718,862
ADDITIONS:
CONTRIBUTIONS:
EMPLOYEE CONTRIBUTIONS................. 707,523 482,776 322,556 133,788 146,750 1,793,393
EMPLOYEE ROLLOVER PAYMENTS............. 15,215 57,481 38,598 14,863 6,438 132,595
EMPLOYER CONTRIBUTIONS................. 435,502 435,502
EMPLOYEE LOAN PAYMENTS................. 74,295 38,541 14,090 5,099 10,350 142,375
INVESTMENT INCOME...................... 121,261 18,068 38,165 177,494
NET REALIZED/UNREALIZED GAINS (LOSSES)... 211,381 86,413 8,167 553,672 859,633
INVESTMENT ELECTION TRANSFERS............ 11,422 208,604 211,787 23,330 82,161 199,975 737,279
--------- --------- --------- --------- --------- --------- ----------
TOTAL ADDITIONS............................ 929,716 998,783 673,444 203,315 1,273,038 199,975 4,278,271
DEDUCTIONS:
BENEFIT PAYMENTS......................... 613,004 263,820 72,932 41,465 404,110 15,771 1,411,102
EMPLOYEE LOANS........................... 113,386 113,386
TRANSFER TO NUTRAMAX PLAN................ 82,601 23,094 7,365 52,787 5,043 170,890
INVESTMENT ELECTION TRANSFERS............ 557,596 119,874 33,900 10,106 15,803 737,279
--------- --------- --------- --------- --------- --------- ----------
TOTAL DEDUCTIONS........................... 1,253,201 406,788 114,197 51,571 472,700 134,200 2,432,657
--------- --------- --------- --------- --------- --------- ----------
NET ADDITIONS (DEDUCTIONS)................. (323,485) 591,995 559,247 151,744 800,338 65,775 1,845,614
--------- --------- --------- --------- --------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
SEPTEMBER 30, 1992....................... $2,778,215 $2,801,363 $1,082,189 $ 314,208 $3,282,009 $306,492 $10,564,476
--------- --------- --------- --------- --------- --------- ----------
--------- --------- --------- --------- --------- --------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1994, 1993 AND 1992
A. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the MEDIQ Incorporated Employees' Savings Plan
(the 'Plan') are presented on the accrual basis of accounting. Investments are
stated at their September 30 market value. Market values for investments are
determined by closing prices as of the last trading day of the Plan year.
Dividends and interest are recorded when earned. Employee and employer
contributions are recorded in the period to which they are applicable. Benefit
payments are recorded when paid. Brokerage commissions and other expenses
incurred in connection with the purchase or sale of securities, are charged
directly to the Plan. All other costs and expenses of the Plan are paid for by
MEDIQ Incorporated (the 'Company'). Should the Company elect not to pay
administrative expenses, such expenses will be paid by the Plan. Certain
reclassifications have been made to conform prior year's balances to the current
year presentation.
B. PLAN DESCRIPTION
The following is not intended to be a complete description of the Plan.
Plan participants should refer to the Plan documents for a complete description
of the Plan. The original effective date of the Plan was October 1, 1983. The
Plan was amended in its entirety effective as of October 1, 1989. Employees are
eligible to join the Plan upon completion of twelve months employment during
which they have worked a minimum of 1,000 hours and are age 21 or older.
Participants may contribute to the Plan from 1% to 15% of their salaries to be
invested, as they choose, in the various funds described in Note C. If the
participant's compensation exceeds $64,245, the contribution is limited to 6%.
The Plan provides that the Company will make a matching contribution equal
to $.50 for each $1.00 contributed by a participant, subject to certain
limitations. The Company's matching contribution is made in cash to be used to
purchase shares of the common stock of the Company for the account of the
participants.
A participant's accrued benefit is at all times fully vested and
nonforfeitable upon death, retirement, disability or termination of employment.
Distributions from the funds, with the exception of the stock fund, are
made in cash. Distributions from the stock fund are in the form of the
securities held; however, distributions of the Company's common stock shall be
made in cash whenever the number of shares to be distributed is 100 or less.
C. INVESTMENT OPTIONS
Contributions are invested in accordance with the written directions of the
participant in one or more of the following funds:
1. Savings Fund: The fund seeks maximum current income, preservation
of capital, and liquidity by investing in a portfolio of money market
investments that mature in one year or less.
<PAGE>
C. INVESTMENT OPTIONS (CONTINUED)
2. Equity Fund: The fund seeks long-term growth of capital and income
by investing in a portfolio of common stocks. As a secondary objective, the
fund also seeks a reasonable level of current income.
3. Balanced Fund: The fund objectives are to conserve capital, produce
reasonable current income and generate capital growth. The fund maintains
60% to 70% of its assets in stocks and 30% to 40% in fixed income
securities.
4. Fixed Income Fund: The objective of the fund is to achieve a high
level of current income. The fund invests in mortgage-backed certificates
issued by the Government National Mortgage Association (GNMA).
5. Stock Fund: The assets of the stock fund, including earnings
thereon, are invested in the Company's common stock. A brokerage firm
purchases the Company's stock at prevailing market rates in the open market
and, in the normal course of business, sells such stock to meet
distribution requirements of the Plan. Also included in the stock fund is
Mental Health Management, Inc. (MHM) common stock, which originated from a
distribution by the Company. No participant has the option of acquiring
additional MHM common stock.
Pursuant to the Plan, with the exception of the Company's matching
contributions, the selection of investment options is the sole responsibility of
each participant. Neither the trustees nor the Company have any responsibility
to select investment options or to advise participants in selecting their
investment options. Subject to applicable provisions of law, each participant
assumes all risks connected with any decrease in the market value of any
securities in these funds, and distributions from such funds are the sole source
of Payments made under the Plan.
D. INVESTMENTS
The investments of the Plan consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------------------------------------------------
1994 1993
------------------------------ ------------------------------
MARKET MARKET
COST VALUE COST VALUE
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Savings Fund................................... $ 1,905,722 $ 1,905,722 $ 2,264,053 $ 2,264,053
Equity Fund.................................... 3,268,197 4,245,807 2,969,761 4,017,705
Balanced Fund.................................. 1,436,387 1,686,530 1,301,629 1,571,903
Fixed Income Fund.............................. 500,553 472,868 574,936 581,767
Stock Fund:
Common Stock -- MEDIQ........................ 3,278,215 3,119,624 3,113,278 3,417,177
Common Stock -- MHM.......................... - 0 - 178,259 -0 - 332,324
-------------- -------------- -------------- --------------
$ 10,389,074 $ 11,608,810 $ 10,223,657 $ 12,184,929
-------------- -------------- -------------- --------------
</TABLE>
The Equity Fund's investment is comprised of 300,269 shares of Vanguard's
Windsor Fund, with a market value of $14.14 per share at September 30, 1994 and
270,007 shares at $14.88 per share at September 30, 1993.
<PAGE>
D. INVESTMENTS (CONTINUED)
The Balanced Fund's investment is comprised of 84,453 shares of Vanguard's
Wellington Fund, with a market value of $19.97 per share at September 30, 1994
and 75,974 shares at $20.69 per share at September 30, 1993.
The Fixed Income Fund's investment is comprised of 48,799 shares of
Vanguard's Fixed Income Securities -- GNMA portfolio, with a market value of
$9.69 per share at September 30, 1994 and 55,725 shares at $10.44 per share at
September 30, 1993.
The Stock Fund's investment is comprised of 779,906 shares of the Company's
common stock and 62,003 shares of MHM common stock, with a market value of $4.00
and $2.875 per share, respectively, at September 30, 1994 and 738,849 shares of
the Company's common stock and 78,194 shares of MHM common stock, with a market
value of $4.625 and $4.25 per share, respectively, at September 30, 1993.
Investment income is accrued as earned. The net appreciation or
depreciation in market value of investments represents the change in the market
value during the periods as a result of reinvested dividends or appreciation or
depreciation in the underlying securities in the various funds except to the
extent of gains or losses realized on investments sold during the year.
E. LOANS
A participant may be granted a loan at the discretion of the Plan
Administrator in accordance with current IRS regulations. Loans shall be repaid
in equal installments of principal and interest over a period and at rates
designated by the Plan.
F. WITHDRAWALS
Participants are limited to two withdrawals per Plan year with respect to
amounts attributable to basic contributions. In order to obtain a hardship
withdrawal, a participant must exhaust the possibility of all other withdrawals
(other than hardship withdrawals) under the Plan. Upon receiving a hardship
distribution, a participant is suspended from making contributions to the Plan
for one year.
G. PLAN PARTICIPANTS
As of September 30, 1994 and 1993, respectively, 763 and 934 employees of
the Company were members of the Plan and participated in each fund as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Savings Fund.......................................................... 412 539
Equity Fund........................................................... 545 604
Balanced Fund......................................................... 444 490
Fixed Income Fund..................................................... 227 276
Stock Fund............................................................ 756 933
</TABLE>
Plan participants may invest in one or more funds. As a result, the sum of
the number of participants in each fund is not equal to the employee totals in
1994 and 1993.
<PAGE>
H. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
------------------
<S> <C>
Net assets available for benefits per the financial statements.............. $ 12,162,663
Amounts allocated to withdrawing participants............................... (804,069)
------------------
Net assets available for benefits per the Form 5500......................... $ 11,358,594
------------------
------------------
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 500:
<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30, 1994
------------------
<S> <C>
Benefits paid to participants per the financial statements.................. $ 812,791
Amounts allocated to withdrawing participants at September 30, 1994......... 804,069
------------------
Benefits paid to participants per the Form 5500............................. $ 1,616,860
------------------
------------------
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment as of
September 30, but not yet paid as of that date.
I. ADMINISTRATION OF THE PLAN
The Plan is administered by Michael F. Sandler, the Plan Administrator, who
has fiduciary responsibility for the general operations of the Plan and may
interpret provisions of the Plan. The Plan Administrator does not have any
responsibilities with respect to the investment of Plan assets.
The Plan's trustees are appointed by the Board of Directors of the Company
for indefinite terms and may resign or be removed at any time. The Company
indemnifies such trustees to the extent determined by its Board of Directors. As
of October 1, 1993, the trustees were Michael F. Sandler, Senior Vice President
-- Finance, Chief Financial Officer and Treasurer, Donald M. Gleklen, Senior
Vice President -- Corporate Development, and Eugene M. Schloss, Jr., Secretary,
of the Company. In March 1994, the Company appointed Thomas Carroll, Executive
Vice President and Chief Operating Officer of MEDIQ/PRN Life Support Services,
Inc. (a subsidiary of the Company), and Mark Lawlor, Controller and Assistant
Treasurer of the Company, as trustees to replace Mr. Gleklen and Mr. Schloss.
Under the provisions of the Employee Retirement Income Security Act of 1974
('ERISA'), each of the above individuals is a 'party-in-interest' and serves
without compensation.
Although the Company expects to continue the Plan, the right to amend or
terminate the Plan is reserved. In the event of Plan termination, the net assets
of the Plan would be allocated as required by ERISA, as amended.
J. FEDERAL TAX CONSIDERATIONS
The Plan Administrator received a determination letter dated May 15, 1985
from the Internal Revenue Service ('IRS') that the Plan met the requirements of
Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code (the 'Code').
Effective October 1, 1989, the Plan was amended in its entirety to conform with
legislative changes. The Plan is seeking a new determination letter from the
IRS. The Plan Administrator believes that the Plan is in compliance with the
applicable requirements of the Code, and that the Plan's related trust is exempt
from federal income tax under the provisions of Section 501(a) of the Code. As a
result, matching contributions and salary reduction contributions, as well as
earnings on all Plan assets, are generally not subject to federal income tax
until distributed from the Plan.
<PAGE>
The Plan Administrator must refund excess aggregate contributions and
excess contributions to certain highly compensated employees for the plan year
ended September 30, 1994 to meet the nondiscrimination requirements of Section
401(k) and 401(m) of the Code. The Plan Administrator intends to make the
required distributions prior to September 30, 1995. By making such
distributions, the Plan will be in compliance with applicable IRS rules for the
year ending September 30, 1994. In addition, the Plan Administrator made the
necessary refunds for the year ended September 30. 1993.
K. MENTAL HEALTH MANAGEMENT STOCK DISTRIBUTION
In August 1993, the Company distributed the stock of Mental Health
Management, Inc. ('MHM'), formerly a wholly-owned subsidiary of the Company, to
the Company's shareholders. Shareholders received one share of MHM stock for
eight shares of the Company's common and preferred stock. The Plan received
93,990 shares of MHM stock with a fair market value of $4.875 per share on the
date of the distribution.
L. OTHER
In September 1993, MHM established its own Employee's Savings Plan. This
resulted in the distribution of $1,355,785 in cash and 70,665 shares of MEDIQ
common stock with a market value of $4.375 per share, and 8,650 shares of MHM
common stock with a market value of $6.375 per share to 130 employees of MHM in
March 1994.
In October 1992, the Company entered into an agreement to sell certain
assets of Harrisburg Healthcare, Inc., formerly a wholly-owned subsidiary of the
Company. This resulted in the distribution from the Plan of $202,521 in cash and
16,660 shares of MEDIQ Common Stock with a market value of $5.625 per share, to
55 employees in March 1993.
M. SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
NUMBER OF SELLING COST OF NET GAIN
SHARES/UNITS DESCRIPTION PRICE ASSET (LOSS)
----------- -------------------------------------------------------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
PURCHASES
92,085 Vanguard Windsor Fund $ 951,362
163,230 MEDIQ Incorporated Common Stock $ 681,009
SALES
832,704 Vanguard Money Market Fund $ 832,704 $ 832,704
61,823 Vanguard Windsor Fund $ 880,561 $ 861,338 $ 19,173
</TABLE>
Under the provisions of ERISA, transactions, or an aggregate of
transactions, involving the same security which exceed 5% ($632,732) of the
current value of net assets at the beginning of the plan year must be disclosed
as reportable transactions.
