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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 - September 18, 1997
(Date of earliest event reported)
MEDIQ INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-8147 51-0219413
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
or organization)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
(Address of principal executive
offices, zip code)
Area Code (609) 662-3200
(Telephone number)
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Item 5. Other Events.
On September 22, 1997, MEDIQ Incorporated ("MEDIQ") and Universal
Hospital Services, Inc. ("UHS") jointly announced that as a result of the
likelihood of a protracted administrative proceeding before the Federal Trade
Commission ("FTC") that could extend well beyond the October 31, 1997
termination date for the merger of MEDIQ and UHS (the "merger"), the uncertainty
of the outcome of such proceeding and the costs associated with continuing to
defend against the efforts of the FTC to obtain a preliminary injunction to
prevent the merger, they have together terminated their merger agreement.
MEDIQ will write-off approximately $3.5 million ($2.1 million, or $.08
per share after taxes) of deferred costs in the fourth quarter of its fiscal
year 1997.
On September 18, 1997, MEDIQ announced the acquisition of the remaining
fifty percent (50%) interest in its SpectraCair Joint Venture ("SpectraCair")
from a subsidiary of Huntleigh Healthcare ("Huntleigh"). SpectraCair will become
a division of MEDIQ/PRN Life Support Services, Inc. ("PRN"), a wholly-owned
subsidiary of MEDIQ. While the acquisition will not materially impact fiscal
1997 operating results, it is expected to have a positive impact on Earnings
Before Interest, Taxes, Depreciation and Amortization ("EBITDA") and earnings in
1998.
SpectraCair is a leading provider of a full range of therapeutic support
surfaces on a rental basis to acute care, long-term care and homecare providers
nationwide. SpectraCair will continue to purchase products from Huntleigh and
will remain a rental provider for these Huntleigh products in the acute care and
long-term care marketplaces.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 - Press Release dated September 22, 1997.
Exhibit 99.2 - Press Release dated September 18, 1997.
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MEDIQ INCORPORATED AND SUBSIDIARIES
SIGNATURE
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 25, 1997
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(Date)
/s/ Thomas E. Carroll
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Thomas E. Carroll
President & Chief Executive Officer
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Exhibit 99.1
IMMEDIATE (September 22, 1997)
Alan S. Einhorn, Esq. David E. Dovenberg
Vice President-Legal Affairs Chief Financial Officer
and General Counsel Universal Hospital Services, Inc.
MEDIQ/PRN Life Support Services, Inc. (612) 893-3252
(609) 662-3200
MEDIQ INCORPORATED AND UNIVERSAL HOSPITAL SERVICES CALL OFF MERGER
PENNSAUKEN, N.J./BLOOMINGTON, MN. - MEDIQ Incorporated (AMEX:MED)
("MEDIQ") and Universal Hospital Services, Inc. (NASDAQ:UHOS) ("UHS") today
jointly announced that in light of the likelihood of a protracted administrative
proceeding before the Federal Trade Commission ("FTC") extending well beyond the
October 31, 1997 termination date for the merger of MEDIQ and UHS, the
uncertainty of the outcome and the costs associated with continuing to defend
against the efforts of the FTC to obtain a preliminary injunction to prevent the
merger of MEDIQ and UHS, they have together called off MEDIQ's proposed
acquisition of UHS effective today.
In a separate statement MEDIQ indicated that it will take an
approximate $3,500,000 pre-tax write-off in the fourth quarter (or $0.08 per
share after tax) for legal, financing and other costs associated with the
acquisition.
Thomas E. Carroll, President and Chief Executive Officer of MEDIQ said
"It is no longer in the best interests of MEDIQ or its customers to focus the
immense management time and effort on the UHS acquisition in light of MEDIQ's
many other opportunities. We are also concerned about the undue burden that this
matter would place upon our valued customers and lenders."
In a separate statement UHS indicated that, in light of this decision,
the Board of Directors has determined to re-engage in the process, commenced in
late 1996, of exploring strategic alternatives to enhance shareholder value.
Thomas A. Minner, President and Chief Executive Officer of UHS, said
"We appreciate the patience and commitment of our valued employees, customers,
vendors and shareholders during this period of uncertainty."
MEDIQ, whose shares (MED and MED.Pr) and subordinated debentures
(MED.NP) are traded on the American Stock Exchange, is the largest movable
critical care and life support medical equipment rental business in the United
States.
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IMMEDIATE (September 18, 1997)
Jay M. Kaplan
Senior Vice President & Chief Financial Officer
MEDIQ/PRN Life Support Services, Inc.
(609) 662-3200
MEDIQ ANNOUNCES ACQUISITION OF ITS REMAINING
50% INTEREST IN SPECTRACAIR
PENNSAUKEN, N.J. -- MEDIQ Incorporated (AMEX:MED) ("MEDIQ") announced
today the acquisition of the remaining fifty percent (50%) interest in its
SpectraCair Joint Venture from a subsidiary of Huntleigh Healthcare
("Huntleigh"). The terms of the acquisition were not disclosed. SpectraCair will
become a division of MEDIQ/PRN Life Support Services ("PRN"), a wholly-owned
subsidiary of MEDIQ. While the acquisition will not materially impact fiscal
1997 operating results, it is expected to have a positive impact on EBITDA and
earnings in 1998 results.
SpectraCair is a leading provider of a full range of therapeutic
support surfaces on a rental basis to acute care, long-term care and homecare
providers nationwide. SpectraCair will continue to purchase from Huntleigh and
will remain a rental provider for these Huntleigh products in the acute care and
long-term care marketplaces.
Thomas E. Carroll, President and Chief Executive Officer said "This
acquisition will give SpectraCair a singular market focus and should accelerate
its growth in the pressure area care market. The SpectraCair sales force will
remain separate but will be augmented by the PRN sales force in markets where
SpectraCair does not have a current presence."
MEDIQ, whose shares (MED and MED.Pr) and subordinated debentures
(MED.NP) are traded on the American Stock Exchange, is the largest movable
critical care and life support medical equipment rental business in the United
States.
Huntleigh is part of the Huntleigh Technology group of companies which
produce and sell in more than 60 countries a wide range of high quality medical
equipment designed to provide continuity of care from hospitals to nursing homes
or home care.
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