SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-K/A
AMENDMENT TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 1996 Commission File Number: 1-8147
MEDIQ Incorporated
(Exact name of registrant as specified in its charter)
Delaware 51-0219413
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 665-9300
PORTIONS AMENDED
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-K for the year ended
September 30, 1996 as set forth in the pages attached hereto.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
Index to Exhibits
Exhibit 24.1 - Consents of experts and counsel
Exhibit 99 - MEDIQ Incorporated Employees' Savings Plan -
Annual Report for fiscal year ended September 30, 1996
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
MEDIQ Incorporated
------------------
(Registrant)
Date: March 26, 1997 By: /s/ Michael F. Sandler
-------------- --------------------------------
Michael F. Sandler
Senior Vice President - Finance and
Chief Financial Officer
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused the annual report included in this filing to be
signed on their behalf by the undersigned, hereunto duly authorized.
MEDIQ Incorporated
Employees' Savings Plan
-----------------------
(Plan)
Date: March 26, 1997 By: /s/ Michael F. Sandler
-------------- ---------------------------------
Michael F. Sandler
Senior Vice President - Finance and
Chief Financial Officer, MEDIQ
Incorporated, Administrator of the
Plan
2
Exhibit 24.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to Registration
Statement No. 33-16802 of MEDIQ Incorporated on Form S-8 of our report on MEDIQ
Incorporated Employees' Savings Plan dated March 21, 1997, appearing in Form
10-K/A to the Annual Report on Form 10-K of MEDIQ Incorporated for the year
ended September 30, 1996.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 21, 1997
Exhibit 99
Annual Report for Fiscal Year
Ended September 30, 1996
MEDIQ Incorporated Employees' Savings Plan
------------------------------------------
(Full Title of the Plan)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
---------------------------------------------
(Address of the Plan)
MEDIQ Incorporated, One MEDIQ Plaza, Pennsauken, New Jersey 08110
-----------------------------------------------------------------
(Issuer and address of principal executive office)
4
<PAGE>
Independent Auditors' Report
To the Trustees of
MEDIQ Incorporated Employees' Savings Plan
Pennsauken, New Jersey
We have audited the accompanying statements of net assets available for Plan
benefits of the MEDIQ Incorporated Employees' Savings Plan as of September 30,
1996 and 1995, and the related statements of changes in net assets available for
Plan benefits for each of the three years in the period ended September 30,
1996. These financial statements are the responsibility of the Plan's
administrators. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for Plan benefits of the MEDIQ Incorporated
Employees' Savings Plan as of September 30, 1996 and 1995, and the related
statements of changes in net assets available for Plan benefits for each of the
three years in the period ended September 30, 1996 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets available
for benefits and changes in net assets available for benefits of the individual
funds, and is not a required part of the basic financial statements. This
supplemental information is the responsibility of the Plan's administrators.
This supplemental information by fund has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 21, 1997
5
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
CASH $ $ $ $ $ 169 $ $ 169
INVESTMENTS - AT FAIR VALUE 1,313,068 5,832,917 2,337,730 361,742 3,441,128 13,286,585
EMPLOYEE CONTRIBUTIONS RECEIVABLE 5,597 21,411 12,287 980 5,925 46,200
EMPLOYER CONTRIBUTIONS RECEIVABLE 19,063 19,063
LOANS RECEIVABLE 277,724 277,724
RECEIVABLE (PAYABLE) FROM
OTHER FUNDS (139) 7 6,221 55 (6,144) -0-
---------- ---------- ---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,318,526 $5,854,335 $2,356,238 $362,777 $3,460,141 $277,724 $13,629,741
========== ========== ========== ======== ========== ========== ===========
</TABLE>
See Notes To Financial Statements
6
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
CASH $ $ $ $ $ 13,231 $ $ 13,231
INVESTMENTS - AT FAIR VALUE 1,726,206 5,146,720 1,933,481 465,214 3,582,435 12,854,056
EMPLOYEE CONTRIBUTIONS RECEIVABLE 7,807 6,017 3,397 1,190 729 19,140
EMPLOYER CONTRIBUTIONS RECEIVABLE 7,882 7,882
LOANS RECEIVABLE 300,348 300,348
RECEIVABLE (PAYABLE) FROM
OTHER FUNDS (6,191) 5,150 1,364 512 (835) -0-
---------- ---------- ---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,727,822 $5,157,887 $1,938,242 $466,916 $3,603,442 $ 300,348 $13,194,657
========== ========== ========== ======== ========== ========== ===========
</TABLE>
See Notes To Financial Statements
7
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, OCTOBER 1, 1995 $1,727,822 $5,157,887 $1,938,242 $466,916 $3,603,442 $300,348 $13,194,657
ADDITIONS:
CONTRIBUTIONS:
EMPLOYEE CONTRIBUTIONS 175,360 665,563 344,812 74,679 99,932 1,360,346
EMPLOYEE ROLLOVER PAYMENTS 32,859 157,619 87,336 2,402 280,216
EMPLOYER CONTRIBUTIONS 314,340 314,340
EMPLOYEE LOAN PAYMENTS 22,290 110,341 38,552 5,010 14,344 190,537
INVESTMENT INCOME 79,973 6,435 2,981 29,617 133 119,139
NET APPRECIATION/(DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 657,797 283,292 (6,001) 83,770 1,018,858
INVESTMENT ELECTION TRANSFERS 51,624 154,034 79,099 219,963 504,720
---------- ---------- ---------- -------- ---------- -------- -----------
TOTAL ADDITIONS 310,482 1,649,379 911,007 105,707 591,618 219,963 3,788,156
DEDUCTIONS:
BENEFIT PAYMENTS 443,226 861,181 436,598 132,707 732,053 80,808 2,686,573
EMPLOYEE LOANS 161,779 161,779
INVESTMENT ELECTION TRANSFERS 276,552 91,750 56,413 77,139 2,866 504,720
---------- ---------- ---------- -------- ---------- -------- -----------
TOTAL DEDUCTIONS 719,778 952,931 493,011 209,846 734,919 242,587 3,353,072
---------- ---------- ---------- -------- ---------- -------- -----------
NET ADDITIONS (DEDUCTIONS) (409,296) 696,448 417,996 (104,139) (143,301) (22,624) 435,084
---------- ---------- ---------- -------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, SEPTEMBER 30, 1996 $1,318,526 $5,854,335 $2,356,238 $362,777 $3,460,141 $277,724 $13,629,741
========== ========== ========== ======== ========== ======== ===========
</TABLE>
See Notes To Financial Statements
8
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ---------- ---------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, OCTOBER 1, 1994 $1,975,694 $4,293,197 $1,715,459 $477,258 $3,312,441 $388,614 $12,162,663
ADDITIONS:
CONTRIBUTIONS:
EMPLOYEE CONTRIBUTIONS 282,382 687,811 367,289 107,745 130,337 1,575,564
EMPLOYEE ROLLOVER PAYMENTS 28,389 104,427 32,031 9,526 8,773 183,146
EMPLOYER CONTRIBUTIONS 373,786 373,786
EMPLOYEE LOAN PAYMENTS 53,949 142,008 58,948 9,060 13,171 277,136
INVESTMENT INCOME 111,126 36,155 476 147,757
NET APPRECIATION/(DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 1,168,659 403,977 26,774 1,116,712 2,716,122
INVESTMENT ELECTION TRANSFERS 117,652 46,112 266,900 430,664
---------- ---------- ---------- -------- ---------- --------- -----------
TOTAL ADDITIONS 475,846 2,220,557 862,245 189,260 1,689,367 266,900 5,704,175
DEDUCTIONS:
BENEFIT PAYMENTS 315,750 672,817 299,910 101,571 1,175,188 85,499 2,650,735
EMPLOYEE LOANS 246,404 246,404
TRANSFER TO MEDIFAC PLAN 218,056 562,900 278,506 68,097 193,556 23,263 1,344,378
INVESTMENT ELECTION TRANSFERS 189,912 120,150 61,046 29,934 29,622 430,664
---------- ---------- ---------- -------- ---------- --------- -----------
TOTAL DEDUCTIONS 723,718 1,355,867 639,462 199,602 1,398,366 355,166 4,672,181
---------- ---------- ---------- -------- ---------- --------- -----------
NET ADDITIONS (DEDUCTIONS) (247,872) 864,690 222,783 (10,342) 291,001 (88,266) 1,031,994
---------- ---------- ---------- -------- ---------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, SEPTEMBER 30, 1995 $1,727,822 $5,157,887 $1,938,242 $466,916 $3,603,442 $300,348 $13,194,657
========== ========== ========== ======== ========== ======== ===========
</TABLE>
See Notes To Financial Statements
9
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------------------------
FIXED
SAVINGS EQUITY BALANCED INCOME STOCK LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ---------- ---------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, OCTOBER 1, 1993 $2,293,263 $4,018,591 $1,576,966 $588,353 $3,782,072 $395,439 $12,654,684
ADDITIONS:
CONTRIBUTIONS:
EMPLOYEE CONTRIBUTIONS 337,387 702,521 418,803 146,412 164,558 1,769,681
EMPLOYEE ROLLOVER PAYMENTS 15,206 11,609 6,165 1,268 5,090 39,338
EMPLOYER CONTRIBUTIONS 425,222 425,222
EMPLOYEE LOAN PAYMENTS 79,928 82,592 49,248 15,099 25,938 252,805
INVESTMENT INCOME 74,631 38,069 91,793 204,493
NET APPRECIATION/(DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 157,221 47,071 (43,661) (520,007) (359,376)
INVESTMENT ELECTION TRANSFERS 292,425 38,478 347,300 678,203
---------- ---------- ---------- -------- ---------- -------- -----------
TOTAL ADDITIONS 507,152 1,246,368 559,765 157,187 192,594 347,300 3,010,366
DEDUCTIONS:
BENEFIT PAYMENTS 187,892 186,620 97,527 39,735 234,953 66,064 812,791
EMPLOYEE LOANS 222,292 222,292
TRANSFER TO MHM PLAN 326,199 657,392 284,195 83,759 371,787 44,653 1,767,985
TRANSFER TO MMI PLAN 21,116 21,116
INVESTMENT ELECTION TRANSFERS 310,630 127,750 39,550 144,788 55,485 678,203
---------- ---------- ---------- -------- ---------- -------- -----------
TOTAL DEDUCTIONS 824,721 971,762 421,272 268,282 662,225 354,125 3,502,387
---------- ---------- ---------- -------- ---------- -------- -----------
NET ADDITIONS (DEDUCTIONS) (317,569) 274,606 138,493 (111,095) (469,631) (6,825) (492,021)
---------- ---------- ---------- -------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, SEPTEMBER 30, 1994 $1,975,694 $4,293,197 $1,715,459 $477,258 $3,312,441 $388,614 $12,162,663
========== ========== ========== ======== ========== ======== ===========
</TABLE>
See Notes To Financial Statements
10
<PAGE>
MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
A. Significant Accounting Policies
The financial statements of the MEDIQ Incorporated Employees' Savings
Plan (the "Plan") are presented on the accrual basis of accounting.
Investments are stated at their fair value. Fair values for investments
are determined by closing prices as of the last trading day of the Plan
year. Dividends and interest are recorded when earned. Employee and
employer contributions are recorded in the period to which they are
applicable. Benefit payments are recorded when paid. Brokerage
commissions and other expenses incurred in connection with the purchase
or sale of securities, are charged directly to the Plan. All other costs
and expenses of the Plan are paid for by MEDIQ Incorporated (the
"Company"). Should the Company elect not to pay administrative expenses,
such expenses will be paid by the Plan.
B. Plan Description
The following is not intended to be a complete description of the Plan.
Plan participants should refer to the Plan documents for a complete
description of the Plan. The original effective date of the Plan was
October 1, 1983. The Plan was amended in its entirety effective as of
October 1, 1989. Employees are eligible to join the Plan upon completion
of twelve months employment during which they have worked a minimum of
1,000 hours and are age 21 or older. Participants may contribute to the
Plan from 1% to 18% of their salaries to be invested, as they choose, in
the various funds described in Note C. If the participant is deemed a
highly compensated employee, the Plan limits the contribution to 6%.
The Plan provides that the Company will make a matching contribution
equal to $.50 for each $1.00 contributed by a participant, subject to
certain limitations. The Company's matching contribution is made in cash
to be used to purchase shares of the common stock of the Company for the
account of the participants.
A participant's accrued benefit is at all times fully vested and
nonforfeitable upon death, retirement, disability or termination of
employment.
Distributions from the funds, with the exception of the stock fund, are
made in cash. Distributions from the stock fund are in the form of the
securities held; however, distributions of the Company's common stock
are made in cash whenever the number of shares to be distributed is 100
or less.
C. Investment Options
Participants' contributions are invested in accordance with the written
directions of the participant in one or more of the following funds:
1. Savings Fund: The fund objective is to hold high-quality,
short-term investments that preserve the amount of your original
investment and provide current income.
2. Equity Fund: The fund objective is to hold a concentrated
portfolio of large company equity securities. As a secondary
objective, the fund also seeks to provide long-term growth and
modest dividend income.
11
<PAGE>
C. Investment Options (continued)
3. Balanced Fund: The fund objective is to hold a broad diversified
portfolio of stocks and bonds to provide a combination of
long-term growth and income. The fund maintains 60% to 70% of
its assets in stocks and 30% to 40% in high-quality bonds.
4. Fixed Income Fund: The objective of the fund is to hold a mix of
government and affiliated agency securities to provide income
from interest. The fund invests in mortgage-backed certificates
issued by the Government National Mortgage Association ("GNMA").
5. Stock Fund: The assets of the stock fund, including earnings
thereon, are invested in the Company's common stock. A brokerage
firm purchases the Company's stock at prevailing market rates in
the open market, and, in the normal course of business, sells
such stock to meet distribution requirements of the Plan. Also
included in the stock fund is Mental Health Management, Inc.
("MHM") common stock, which originated from a distribution by
the Company. MHM was a wholly-owned subsidiary until its
distribution to the Company's stockholders in August of 1993. No
participant has the option of acquiring additional MHM common
stock.
Effective January 1, 1997, the Plan has added two new investment
options: (i) An index fund, whose objective is to match the
performance of the Standard and Poor's 500 Composite Stock Price
Index, which is a broad measure of the U.S. Stock market and (ii)
an international stock fund whose objective is to hold a
diversified portfolio of international companies to provide the
potential for long-term growth.
Pursuant to the Plan, with the exception of the Company's
matching contributions, the selection of investment options is
the sole responsibility of each participant. Neither the trustees
nor the Company have any responsibility to select investment
options or to advise participants in selecting their investment
options. Subject to applicable provisions of law, each
participant assumes all risks connected with any decrease in the
market value of any securities in these funds, and distributions
from such funds are the sole source of payments made under the
Plan.
D. Investments
The investments of the Plan consist of the following:
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------------------
1996 1995
----------------------------- -------------------------------
Fair Fair
Cost Value Cost Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Savings Fund $ 1,313,068 $ 1,313,068 $ 1,726,206 $ 1,726,206
Equity Fund 3,734,065 5,832,917 3,371,642 5,146,720
Balanced Fund 1,666,333 2,337,730 1,403,548 1,933,481
Fixed Income Fund 364,696 361,742 461,338 465,214
Stock Fund:
Common Stock-MEDIQ 2,580,137 3,417,000 2,715,609 3,432,650
Common Stock - MHM -0- 24,128 -0- 149,785
----------- ----------- ----------- -----------
$ 9,658,299 $13,286,585 $ 9,678,343 $12,854,056
=========== =========== =========== ===========
</TABLE>
12
<PAGE>
D. Investments (continued)
The Equity Fund's investment is comprised of 358,287 shares of
Vanguard's Windsor Fund, with a fair value of $16.28 per share at
September 30, 1996 and 317,699 shares at $16.20 per share at September
30, 1995.
The Balanced Fund's investment is comprised of 89,913 shares of
Vanguard's Wellington Fund, with a fair value of $26.00 per share at
September 30, 1996 and 81,616 shares at $23.69 per share at September
30, 1995.
The Fixed Income Fund's investment is comprised of 35,887 shares of
Vanguard's - GNMA portfolio, with a fair value of $10.08 per share at
September 30, 1996 and 45,431 shares at $10.24 per share at September
30, 1995.
The Stock Fund's investment is comprised of 581,617 shares of the
Company's common stock and 32,171 shares of MHM common stock, with a
fair value of $5.875 and $.75 per share, respectively, at September
30, 1996 and 631,292 shares of the Company's common stock and 41,320
shares of MHM common stock, with a fair value of $5.438 and $3.625 per
share, respectively, at September 30, 1995.
Investment income is accrued as earned. The net appreciation or
depreciation in fair value of investments represents the change in the
fair value during the periods as a result of reinvested dividends or
appreciation or depreciation in the underlying securities in the
various funds except to the extent of gains or losses realized on
investments sold during the year.
E. Loans
A participant may be granted a loan at the discretion of the Plan
Administrator in accordance with the Plan document and current IRS
regulations. Loans shall be repaid in equal installments of principal
and interest over a period and at rates designated by the Plan.
F. Withdrawals
Participants are limited to two withdrawals per Plan year with respect
to amounts attributable to basic contributions. In order to obtain a
hardship withdrawal, a participant must exhaust the possibility of all
other withdrawals (other than hardship withdrawals) under the Plan. Upon
receiving a hardship distribution, a participant is suspended from
making contributions to the Plan for one year.
G. Plan Participants
As of September 30, 1996 and 1995, respectively, 677 and 604
participants of the Plan participated in each fund as follows:
September 30,
---------------
1996 1995
---- ----
Savings Fund 321 317
Equity Fund 547 461
Balanced Fund 464 359
Fixed Income Fund 197 184
Stock Fund 677 604
13
<PAGE>
G. Plan Participants (continued)
Plan participants may invest in one or more funds. As a result, the sum
of the number of participants in each fund is not equal to the employee
totals in 1996 and 1995.
H. Benefits Payable
The following amounts have been allocated to the accounts of persons who
have elected to withdraw from the plan but have not yet been paid.
Year Ended Year Ended
September 30, 1996 September 30, 1995
------------------ ------------------
$341,097 $1,339,028
I. Administration of the Plan
The Plan is administered by Michael F. Sandler, the Plan Administrator,
who has fiduciary responsibility for the general operations of the Plan
and may interpret provisions of the Plan. The Plan Administrator does
not have any responsibilities with respect to the investment of Plan
assets.
The Plan's trustees are appointed by the Board of Directors of the
Company for the current year and may resign or be removed at any time.
The Company indemnifies such trustees to the extent determined by its
Board of Directors. During the most recently completed Plan year, the
trustees were Thomas E. Carroll, President and Chief Executive Officer,
Michael F. Sandler, Senior Vice President - Finance, Chief Financial
Officer and Treasurer and Jay M. Kaplan, Senior Vice President and Chief
Financial Officer of MEDIQ/PRN. Effective January 1, 1997 the Board of
Directors of the Company appointed Vanguard Fiduciary Trust Company as
Trustee for the Plan.
Under the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"), each of the above individuals is a "party-in-interest"
and serves without compensation.
Although the Company expects to continue the Plan, the right to amend or
terminate the Plan is reserved. In the event of Plan termination, the
net assets of the Plan would be allocated as required by ERISA, as
amended.
J. Federal Tax Considerations
The Plan Administrator received a determination letter dated February
22, 1996 from the Internal Revenue Service ("IRS") that the Plan met the
requirements of Sections 401(a), 401(k) and 401(m) of the Internal
Revenue Code of 1986, as admended (the "Code"). The Plan Administrator
believes that the Plan is in compliance with the applicable requirements
of the Code, and that the Plan's related trust is exempt from federal
income tax under the provisions of Section 501(a) of the Code. As a
result, matching contributions and salary reduction contributions, as
well as earnings on all Plan assets, are generally not subject to
federal income tax until distributed from the Plan.
K. MHM Stock Sale
On November 21, 1996, the Plan sold all of its shares of MHM. All
proceeds were reinvested to the participants that held MHM stock in
their account, according to their current investment allocation
election.
14
<PAGE>
L. Divestitures - Special Distributions
In August 1995, the Company entered into an agreement to sell MEDIQ
Imaging Services, Inc., a wholly-owned subsidiary of the Company. This
resulted in a total distribution of $861,405 from the Plan consisting of
$694,818 in cash and 38,048 shares of MEDIQ common stock with a market
value of $4.25 per share, and 1,953 shares of MHM common stock with a
market value of $2.50 per share to 75 employees in December 1995.
In June 1995, the Company entered into an agreement to sell Medifac,
Inc. ("Medifac"), a wholly-owned subsidiary of the Company. This
resulted in a total distribution of $1,344,378 from the Plan
consisting of $1,127,558 in cash, loan notes of $23,263 and 32,852
shares of MEDIQ common stock with a market value of $5.75 per share,
and 1,774 shares of MHM common stock with a market value of $2.625 per
share to 54 employees of Medifac in August 1995
In September 1993, MHM, formerly a wholly-owned subsidiary of the
Company, established its own Employee's Savings Plan. This resulted in
a total distribution of $1,767,985 from the Plan consisting of
$1,355,785 in cash, loan notes of $44,653 and 70,665 shares of MEDIQ
common stock with a market value of $4.375 per share, and 8,650 shares
of MHM common stock with a market value of $6.75 per share to 130
employees of MHM in March 1994.
