<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 -- March 14, 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.
The Registrant announced on March 14, 1995 that it received an offer from
members of MEDIQ management to acquire all of the outstanding common and
preferred stock and repay or assume all debt of MEDIQ and its subsidiaries in
a transaction valued at approximately $437 million. The offer is in response
to the strategic plan to enhance stockholder value adopted by the MEDIQ Board
of Directors and has been referred to the Special Committee of the Board
appointed for this specific purpose.
The offer proposes to pay stockholders $6.87 per share of common and
preferred stock consisting of $4.00 in cash and $2.87, representing the current
market value on a per share basis of MEDIQ'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 offer proposes distributing the
equity interests and note either directly to MEDIQ stockholders or to a
liquidating trust for the benefit of MEDIQ stockholders.
The offer is conditioned upon negotiating and executing a mutually
acceptable merger agreement by April 14, 1995, and is subject to certain other
customary 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
(c) Exhibits
99 Press Release, dated March 14, 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: January 25, 1995
<PAGE>
NEWS RELEASE
IMMEDIATE (March 14, 1995)
BERNARD J. KORMAN
President and Chief Executive Officer
MEDIQ Incorporated
(609) 665-9300
MEDIQ RECEIVES OFFER FOR $437 MILLION
PENNSAUKEN, NJ -- MEDIQ Incorporated, a healthcare services company, today
received an offer from members of MEDIQ management to acquire all of the
outstanding common and preferred stock and repay or assume all debt of MEDIQ and
its subsidiaries in a transaction valued at approximately $437 million. The
offer is in response to the strategic plan to enhance stockholder value adopted
by the MEDIQ Board of Directors and has been referred to the Special Committee
of the Board appointed for this specific purpose.
The offer proposes to pay stockholders $6.87 per share of common and
preferred stock consisting of $4.00 in cash and $2.87, representing the current
market value on a per share basis of MEDIQ'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 offer proposes distributing the
equity interests and note either directly to MEDIQ stockholders or to a
liquidating trust for the benefit of MEDIQ stockholders.
The offer is conditioned upon negotiating and executing a mutually
acceptable merger agreement by April 14, 1995, and is subject to certain other
customary 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.
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 is 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, nuclear imaging and ultrasound 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.
