FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 1996
MEDIQ INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-8147 51-0219413
(Commission File Number) (I.R.S. Employer Identification No.)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
(Address of principal executive offices)
Registrant's telephone number, including area code:(609)665-9300
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Item 5. Other Events.
MEDIQ Incorporated (AMEX:MED) reported on July 24, 1996, that PCI Services,
Inc., a company in which MEDIQ owns a substantial interest, announced it has
agreed to be acquired by Cardinal Health, Inc. MEDIQ owns 2,875,000 shares of
common stock of PCI, or approximately 46% of PCI's total outstanding shares.
Under the terms of the merger agreement, shareholders of PCI will receive
0.336 shares of Cardinal Health common stock for each common share of PCI owned
at the time that the transaction closes. Cardinal Health will issue
approximately 2.1 million shares in the merger representing a transaction value
of approximately $201 million, based upon yesterday's closing stock price and
including PCI's outstanding debt of approximately $56 million. The combination
is expected to be accounted for as a pooling of interests.
In connection with the transaction, MEDIQ has granted Cardinal Health an
option to purchase all of the shares of PCI owned by MEDIQ, exercisable upon
the occurrence of certain events and has agreed to vote in favor of the
transaction. The merger is expected to be completed in the fall, subject to
approval by shareholders of PCI, and the receipt of requisite regulatory
approvals.
The merger agreement may be terminated by either PCI or Cardinal Health
under specified circumstances, including, among others, if the average trading
price of Cardinal Health's common stock over a specified period prior to the PCI
stockholders' meeting is less than $58.12. PCI will not be able to terminate the
agreement if Cardinal Health increases the exchange ratio in the manner provided
by the agreement. Moreover, either PCI or Cardinal Health may terminate the
merger agreement if Cardinal Health's average trading price over the relevant
period is less than $54.70.
If the merger were to be consummated at the closing stock price on July 23,
1996 for Cardinal Health stock, MEDIQ would receive shares of Cardinal Health
having a market value of approximately $66.125 million and would report an
after-tax gain of approximately $24 million or approximately $1.00 per share of
MEDIQ common stock.
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. MEDIQ also owns 47% of NutraMax Products, Inc. (NASDAQ:NMPC), a leading
private health and personal care products company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99 -- Press Release dated July 24, 1996.
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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)
Dated: July 30, 1996 By: /s/ Michael F. Sandler
----------------------
Michael F. Sandler
Senior Vice President -
Finance and Chief Financial
Officer
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Exhibit 99
Date: IMMEDIATE (July 24, 1996)
Contact: Michael F. Sandler
Chief Financial Officer
MEDIQ Incorporated
(609) 655-9399
MEDIQ ANNOUNCES PCI SERVICES, INC. MERGING
WITH CARDINAL HEALTH, INC.
PENNSAUKEN, N.J.--MEDIQ Incorporated (AMEX;MED) reported today that PCI
Services, Inc., a company in which MEDIQ owns a substantial interest, announced
it has agreed to be acquired by Cardinal Health, Inc. MEDIQ owns 2,875,000
shares of the common stock of PCI, or approximately 46% of PCI's total
outstanding shares.
Under the terms of the merger agreement, shareholders of PCI will
receive 0.336 shares of Cardinal Health common stock for each common share of
PCI owned at the time that the transaction closes. Cardinal Health will issue
approximately 2.1 million shares in the merger representing a transaction value
of approximately $201 million, based upon yesterday's closing stock price and
including PCI's outstanding debt of approximately $56 million. The combination
is expected to be accounted for as a pooling of interests.
In connection with the transaction, MEDIQ has granted Cardinal Health
an option to purchase all of the shares of PCI owned by MEDIQ, exercisable upon
the occurrence of certain events and has agreed to vote in favor of the
transaction. The merger is expected to be completed in the fall, subject to
approval by shareholders of PCI, and the receipt of requisite regulatory
approvals.
The merger agreement may be terminated by either PCI or Cardinal Health
under specified circumstances, including, among others, if the average trading
price of Cardinal Health's common stock over a specified period prior to the PCI
stockholders' meeting is less than $58.12. PCI will not be able to terminate the
agreement if Cardinal Health increases the exchange ratio in the manner provided
by the agreement. Moreover, either PCI or Cardinal Health may terminate the
merger agreement if Cardinal Health's average trading price over the relevant
period is less than $54.70.
<PAGE>
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 with
proceeds to be realized from the sale of non-core assets."
If the merger were to be consummated at yesterday's closing stock price
for Cardinal Health stock, MEDIQ would receive shares of Cardinal Health having
a market value of approximately $66.125 million and would report an after-tax
gain of approximately $24 million or approximately $1.00 per share of MEDIQ
common stock.
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. MEDIQ also owns 47% of NutraMax Products, Inc. (NASDAQ;NMPC), a leading
private health and personal care products company.
