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 - December 31, 1996
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(Date of earliest event reported)
MEDIQ INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 1-8147 51-0219413
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(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation or organization) number) Identification No.)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
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(Address of principal executive offices, zip code)
Area Code (609) 662-3200
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(Telephone number)
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Item 2. Disposition of Assets.
During the period from January 22, 1997 through January 27, 1997, the
Company sold, in the open market, 1,449,000 shares of Cardinal Health, Inc.
("Cardinal") common stock for an aggregate of $88,429,000. The Company will
recognize an after-tax gain on the sale of such shares of $2.7 million, or $.11
per share, in the second quarter of fiscal 1997. The Company previously
recognized an after-tax gain relating to the market appreciation of the Cardinal
stock of $3.4 million or $.14 per share in the first quarter of fiscal 1997. The
Company received the Cardinal shares as consideration for the sale of PCI
Services, Inc. ("PCI"), formerly an equity investment of the Company, to
Cardinal on October 11, 1996. Proceeds from the sale of the Cardinal shares were
used to reduce borrowings under the Company's bank facility.
Item 5. Other Events.
On December 31, 1996, the Company consummated the sale of its 47%
interest in NutraMax Products, Inc. ("NutraMax") at a price per share of $9
pursuant to the previously announced agreement between the Company and NutraMax.
In connection with the sale, the Company received $19,963,000 of the $36,335,000
purchase price in cash and a promissory note for the remaining $16,372,000 of
the sale price. Amounts under the note are receivable by the Company as shares
of NutraMax's common stock are delivered by the Company to NutraMax following
release of the shares from escrow pursuant to the indenture and escrow agreement
relating to the Company's 7 1/2% exchangeable subordinated debentures due 2003.
Proceeds were used to reduce outstanding borrowings under the Company's
bank facility. The Company realized an after-tax gain of $4.6 million or
$.18 per share as a result of this transaction (which was revised from the
Company's previously reported estimate of $6.2 million or $.24 per share).
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
The Company restated its financial statements as of June 30, 1996 and
as of September 30, 1996 to reflect its equity investments in PCI and NutraMax,
respectively, as discontinued operations. Accordingly, pro forma financial
information is not required pursuant to Article 11 of Regulation S-X.
(c) Exhibits.
Exhibit 99 - Press Release dated January 2, 1997.
Exhibit 99.1 - Press Release dated January 23, 1997.
Exhibit 99.2 - Press Release dated January 27, 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)
February 4, 1997
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(Date)
/s/ Michael F. Sandler
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Michael F. Sandler
Senior Vice President - Finance
and Chief Financial Officer
Exhibit 99
NEWS RELEASE
Date: January 2, 1997 (IMMEDIATE)
Contact: Michael F. Sandler
Senior Vice President-Finance and Chief Financial Officer
MEDIQ Incorporated
(609) 665-9399
MEDIQ CONSUMMATES AGREEMENT TO SELL
ITS NUTRAMAX STAKE
PENNSAUKEN, N.J. -- MEDIQ Incorporated (AMEX:MED) today reported
consummating the sale of its 47% ownership interest in NutraMax Products, Inc.
at a price per share of $9 pursuant to the previously announced agreement
between MEDIQ and NutraMax. In connection with the sale MEDIQ received
$19,963,000 of the $36,335,000 purchase price in cash and a promissory note for
the remaining $16,372,000 of the sale price. Amounts under the note are
receivable by MEDIQ as shares of NutraMax's common stock are delivered by MEDIQ
to NutraMax following release of the shares from escrow pursuant to the
indenture and escrow agreement relating to MEDIQ's 7 1/2% subordinated
debentures due 2003.
Proceeds were used to reduce outstanding borrowings under
MEDIQ's bank facility and in the first quarter MEDIQ will report an after-tax
gain of $6.2 million or $.24 per share as a result of this transaction.
MEDIQ, through its wholly owned subsidiaries, operates the
largest movable critical care and life support medical equipment rental business
in the United States, renting a wide variety of equipment for use by acute care
hospitals, alternative care facilities, nursing homes and home health care
companies.
Exhibit 99.1
NEWS RELEASE
Date: January 23, 1997 (IMMEDIATE)
Contact: Michael F. Sandler
Senior Vice President-Finance and Chief Financial Officer
MEDIQ Incorporated
(609) 665-9399
MEDIQ SELLS CARDINAL HEALTH SHARES
PENNSAUKEN, N.J. -- MEDIQ Incorporated (MED:AMEX) reported
today that it has sold 1,249,000 shares of Cardinal Health Inc. (CAH:NYSE) at a
net price of $60 7/8 per share or an aggregate of $76,033,000. MEDIQ received
1,449,000 shares of Cardinal Health upon the sale of MEDIQ's interest in PCI
Services on October 11, 1996.
MEDIQ, through its wholly owned subsidiaries, operates the
largest movable critical care and life support medical equipment rental business
in the United States, renting a wide variety of equipment for use by acute care
hospitals, alternative care facilities, nursing homes and home health care
companies.
Exhibit 99.2
NEWS RELEASE
Date: January 27, 1997 (IMMEDIATE)
Contact: Michael F. Sandler
Senior Vice President-Finance and Chief Financial Officer
MEDIQ Incorporated
(609) 665-9399
MEDIQ SELLS ADDITIONAL CARDINAL HEALTH SHARES
PENNSAUKEN, N.J. -- MEDIQ Incorporated (MED:AMEX) reported
today that it had sold an additional 200,000 shares of Cardinal Health Inc.
(CAH:NYSE) for an aggregate of $12,396,000. As a result, MEDIQ completed the
sale of all the shares of Cardinal MEDIQ had received upon the sale of MEDIQ's
interest in PCI Services Inc. to Cardinal on October 11, 1996. Proceeds from the
sale of the Cardinal shares were used to reduce borrowings under MEDIQ's credit
facility.
MEDIQ, through its wholly owned subsidiaries, operates the
largest movable critical care and life support medical equipment rental business
in the United States, renting a wide variety of equipment for use by acute care
hospitals, alternative care facilities, nursing homes and home health care
companies.
