SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report - September 9, 1996
(Date of earliest event reported)
MEDIQ INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-8147 51-0219413
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
(Address of principal executive offices, zip code)
Area Code (609) 665-9300
(Telephone number)
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Item 5. Other Events
MEDIQ Incorporated (AMEX:MED) entered into an agreement with
NutraMax Products, Inc. (NASDAQ:NMPC) which will result in the monetization of
all of MEDIQ's 47% ownership interest in NutraMax at $9 per NutraMax share.
Under the terms of the agreement MEDIQ will receive from
NutraMax cash of $16,041,000 at closing and an interest bearing Note in the
amount of $20,294,000 payable when the NutraMax shares owned by MEDIQ, which are
held in escrow in support of MEDIQ's 7 1/2% Subordinated Debentures due 2003,
are released.
The transaction, which is subject to the arrangement of
financing by NutraMax and a majority vote of NutraMax's shareholders, other than
MEDIQ, is expected to close by December 31, 1996.
MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures
(MED.C and MED.NP) are traded on the American Stock Exchange, through its wholly
owned subsidiary, MEDIQ/PRN Life Support Services, Inc., is the largest movable
critical care and life support medical equipment rental business in the United
States.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99 - Press Release dated September 9, 1996.
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Exhibit 99
IMMEDIATE (September 9, 1996)
Michael F. Sandler
Senior Vice President-Finance
MEDIQ Incorporated
(609) 665-9399
MEDIQ TO MONETIZE ITS INTEREST IN NUTRAMAX
PENNSAUKEN, N.J. -- MEDIQ Incorporated (AMEX:MED) today reported
entering into an agreement with NutraMax Products, Inc. (NASDAQ:NMPC) which will
result in the monetization of all of MEDIQ's 47% ownership interest in NutraMax
at $9 per NutraMax share.
Under the terms of the agreement MEDIQ will receive from
NutraMax cash of $16,041,000 at closing and an interest bearing Note in the
amount of $20,294,000 payable when the NutraMax shares owned by MEDIQ, which are
held in escrow in support of MEDIQ's 7 1/2% Subordinated Debentures due 2003,
are released.
The transaction, which is subject to the arrangement of
financing by NutraMax and a majority vote of NutraMax's shareholders, other than
MEDIQ, is expected to close by December 15, 1996.
Thomas E. Carroll, President and Chief Executive Officer of
MEDIQ, said that "we are extremely pleased with this transaction because it is
another significant step in implementing MEDIQ's strategic plan to reduce debt
from the sale of non-core assets."
MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures
(MED.C and MED.NP) are traded on the American Stock Exchange, through its wholly
owned subsidiary, MEDIQ/PRN Life Support Services, Inc., is the largest movable
critical care and life support medical equipment rental business in the United
States.
Some of the information presented in this press release
constitutes forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Although the Company believes that its
expectations are based on reasonable assumptions within the bounds of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. For additional information concerning
important factors which may cause the Company's actual results to differ
materially from expectations and underlying assumptions, please refer to the
reports filed by the Company with the Securities and Exchange Commission.
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MEDIQ INCORPORATED AND SUBSIDIARIES
SIGNATURE
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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
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(Registrant)
September 23, 1996
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(Date) /s/ Michael F. Sandler
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Michael F. Sandler
Senior Vice President - Finance
and Chief Financial Officer
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