<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
DATE OF REPORT -- October 19, 1995
(Date of earliest event reported)
MEDIQ INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-8147 51-0219413
(State of incorporation) (Commission file number) (IRS employer
identification number)
</TABLE>
ONE MEDIQ PLAZA, PENNSAUKEN, NJ 08110
(Address of principal executive offices, zip code)
AREA CODE (609) 665-9300
(Telephone number)
<PAGE>
ITEM 5. OTHER EVENTS.
MEDIQ Incorporated (the "Company") announced on October 19, 1995 that the
Special Committee of its Board of Directors formed for the purpose of exploring
alternative ways to maximize shareholder value has determined to recommend to
the Board of Directors that the Board reject the two outstanding offers to
acquire the Company and terminate any further efforts to sell the Company at
this time.
The Company announced on October 23, 1995 that the Board of Directors
accepted the recommendation of its Special Committee to reject the two
outstanding offers to acquire the Company and terminate any further efforts to
sell the Company at this time. The Company will continue the process of
divesting itself of substantially all operating assets of the Company, other
than its wholly-owned subsidiary, MEDIQ/PRN, and will use the divestiture
proceeds to retire debt. The Company said that after evaluating various
alternatives for maximizing shareholder value, including the possible sale of
all or substantially all of the stock or assets of the Company, the Board
determined to concentrate on further developing and operating the business of
MEDIQ/PRN which it believes offers the best opportunity for future growth with
reduced leverage. MEDIQ/PRN is the country's leading provider of life support
and critical care equipment on a rental basis.
The Company also announced on October 23, 1995 that in light of the
concentration on the growth of MEDIQ/PRN, the Board of Directors accepted the
resignation of Bernard J. Korman as President and Chief Executive Officer of the
Company with thanks for his 22 years of loyal service and leadership. Further,
the Board elected Thomas E. Carroll, currently the President of MEDIQ/PRN, as
President of the Company, Chief Executive Officer of both the Company and
MEDIQ/PRN and a director of the Company.
The Company also announced on October 23, 1995 that it continues to support
the previously announced efforts of the Board of Directors of NutraMax Products,
Inc. to explore opportunities to maximize value for NutraMax shareholders. MEDIQ
owns 47% of NutraMax Products, Inc. (NASDAQ:NMPC), a leading private label
health and personal care products company, marketing products in the feminine
needs, cough/cold, baby care, eye care and personal care categories.
The Company also announced on October 23, 1995 that it reaffirmed its
intention to pursue the realization of the value of its investment in PCI
Services, Inc. MEDIQ owns 47% of PCI Services, Inc. (NASDAQ:PCIS), a leading
independent provider of pharmaceutical packaging services.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
(c) Exhibits
99.1 Press Release, dated October 19, 1995
99.2 Press Release, dated October 23, 1995
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDIQ Incorporated____________________
(Registrant)
/S/__MICHAEL F. SANDLER_______________
Michael F. Sandler
Senior Vice President -- Finance
& Chief Financial Officer
Date: November 6, 1995
<PAGE>
NEWS RELEASE
IMMEDIATE (October 19, 1995)
MEDIQ Incorporated
(609) 665-9300
PENNSAUKEN, NJ - MEDIQ Incorporated today announced that the Special
Committee of its Board of Directors formed for the purpose of exploring
alternative ways to maximize shareholder value has determined to recommend to
the Board of Directors that the Board reject the two outstanding offers to
acquire the Company and terminate any further efforts to sell the Company at
this time.
The meeting of the Board at which the Special Committee's recommendation
will be submitted for consideration is scheduled for Monday, October 23, 1995 at
10:00 A.M.
MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures (MED. C
and MED.NP) are traded on the American Stock Exchange, provides essential
healthcare services in a cost effective manner to a variety of healthcare
providers. MEDIQ's principal business in MEDIQ/PRN, the country's leading
provider of life support and critical care medical equipment on a rental basis.
Other MEDIQ operations include portable x-ray services; healthcare facility
planning, design and project management; and utilization review of medical
claims made to insurance companies. MEDIQ also owns 47% of PCI Services, Inc.
(NASDAQ:PCIS), a leading independent provider of pharmaceutical packaging
services; 47% of NutraMax Products, Inc. (NASDAQ:NMPC), a leading health and
personal care products company, marketing products in the feminine needs,
cough/cold, baby care, eye care and personal care categories; and 40% of MMI
Medical, Inc. (NASDAQ:MMIM), a leading independent provider of cost-effective
specialized services to hospital radiology departments and other healthcare
providers.
NEWS RELEASE
IMMEDIATE (October 23, 1995)
THOMAS E. CARROLL
Chief Executive Officer
MEDIQ Incorporated
(609) 662-3200
PENNSAUKEN, NJ - MEDIQ Incorporated today announced that the Board of
Directors of the Company accepted the recommendation of its Special Committee to
reject the two outstanding offers to acquire the Company and terminate any
further efforts to sell the Company at this time.
The Company will continue the process of divesting itself of substantially
all operating assets of the Company, other than its wholly-owned subsidiary,
MEDIQ/PRN Life Support Services, Inc. and will use the divestiture proceeds to
retire debt. MEDIQ said that after evaluating various alternatives for
maximizing shareholder value, including the possible sale of all or
substantially all of the stock or assets of the Company, the Board determined to
concentrate on further developing and operating the business of MEDIQ/PRN which
it believes offers the best opportunity for future growth with reduced leverage.
MEDIQ/PRN is the country's leading provider of life support and critical care
medical equipment on a rental basis.
In light of the concentration on the growth of MEDIQ/PRN, the Board of
Directors has accepted the resignation of Bernard J. Korman as President and
Chief Executive Officer of the Company with thanks for his 22 years of loyal
service and leadership. Further, the Board has elected Thomas E. Carroll,
currently the President of MEDIQ/PRN, as President of the Company, Chief
Executive Officer of both the Company and MEDIQ/PRN and a director of the
Company.
MEDIQ also stated that it continues to support the previously announced
efforts of the Board of Directors of NutraMax Products, Inc. to explore
opportunities to maximize value for NutraMax shareholders. MEDIQ owns 47% of
NutraMax Products, Inc. (NASDAQ:NMPC), a leading health and personal care
products company, marketing products in the feminine needs, cough/cold, baby
care, eye care and personal care categories.
MEDIQ reaffirmed its intention to pursue the realization of the value of
its investment in PCI Services, Inc. MEDIQ owns 47% of PCI Services, Inc.
(NASDAQ:PCIS), a leading independent provider of pharmaceutical packaging
services.
MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures (MED.C and
MED.NP) are traded on the American Stock Exchange, provides essential healthcare
services in a cost effective manner to a variety of healthcare providers. MEDIQ
also owns 40% of MMI Medical, Inc., (NASDAQ:MMIM), a leading independent
provider of cost-effective specialized services to hospital radiology
departments and other healthcare providers.
