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 - July 24, 1997
(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) 662-3200
(Telephone number)
<PAGE>
Item 5. Other Events.
On July 24, 1997, MEDIQ Incorporated ("MEDIQ"), PRN MERGER CORPORATION
("PRN"), a wholly-owned subsidiary of MEDIQ ("Sub"), and UNIVERSAL HOSPITAL
SERVICES, INC. ("UHS") executed Amendment No. 1 (the "Amendment") to the
Agreement and Plan of Merger by and among MEDIQ, PRN and UHS, dated February 10,
1997 (the "Merger Agreement"), which modified the Merger Agreement in two
respects. First, Section 8.1(c) of the Merger Agreement was amended to provide
that either MEDIQ or UHS may terminate the Merger Agreement if the Merger of UHS
with and into Sub (the "Merger") has not been consummated by October 31, 1997
(unless the failure to consummate the Merger by such date is due to the action
or failure to act of the party seeking to terminate the Agreement in breach of
such party's obligation); prior to such Amendment, such termination right would
have arisen if the Merger had not been consummated by August 30, 1997. Second,
the Amendment established an additional termination right, which provides that
if the Federal Trade Commission ("FTC") files with any United States District
Court ("District Court") a motion for a preliminary injunction with respect to
the Merger, (i) MEDIQ and UHS will each have the right to terminate the
Agreement by written notice to the other, at any time during the period
commencing upon the issuance by the District Court of a preliminary injunction
pursuant to such motion and ending at 11:59 p.m. (Eastern time) on the fifth
business day following the day on which a written ruling on the motion is filed
with the Clerk of Court, and (ii) neither MEDIQ nor UHS will be obligated to
consummate the Merger before the expiration of the termination right set forth
in the preceding clause (i). This five-business-day period will provide each of
MEDIQ and UHS with the opportunity to review the basis for such action by the
District Court and to determine whether it would be in the best interests of
their respective stockholders to appeal any such decision. A copy of the
Amendment is attached to this Current Report on Form 8-K and the foregoing
summary is qualified in its entirety by reference to such copy of the Amendment.
On July 29, 1997, MEDIQ and UHS announced that they had been informed by the
FTC that the FTC had authorized its staff to seek a preliminary injunction
against the consummation of the proposed acquisition.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 - Amendment No. 1 dated as of July 24, 1997 to Agreement and
Plan of Merger dated February 10, 1997 by and among MEDIQ
Incorporated, PRN Merger Corporation and Universal Hospital
Services, Inc.
Exhibit 99.2 - Press Release dated July 24, 1997.
Exhibit 99.3 - Press Release dated July 29, 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)
July 31, 1997
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(Date)
/s/ Thomas E. Carroll
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Thomas E. Carroll
President & Chief Executive Officer
Amendment No. 1 to Agreement and Plan of Merger
This Amendment No. 1 dated as of July 24, 1997 to Agreement and Plan of
Merger dated as of February 10, 1997 (the "Merger Agreement"), among MEDIQ
INCORPORATED (the "Acquiror"), PRN MERGER CORPORATION ("Sub") and UNIVERSAL
HOSPITAL SERVICES, INC. ("the Company").
WHEREAS, the Acquiror, Sub and the Company desire to amend the Merger
Agreement upon the terms set forth below in order to provide additional time to
resolve or defend against any objections of the Federal Trade Commission ("FTC")
to the proposed transaction.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Section 8.1(c) of the Merger Agreement is hereby amended to read in its
entirety as follows:
"(c) by either the Acquiror or the Company if the Merger shall not
have been consummated on or before October 31, 1997 (unless the failure to
consummate the Merger by such date shall be due to the action or failure to
act of the party seeking to terminate this Agreement in breach of such
party's obligations under this Agreement); or"
2. The following new Section 8.3 is hereby added to the Merger Agreement
immediately after Section 8.2:
"Section 8.3. Additional Termination Right. Notwithstanding anything
to the contrary in this Agreement, in the event that the FTC shall file
with any United States District Court (the "District Court") a motion for a
preliminary injunction with respect to the Merger (i) the Acquiror and the
Company shall each have the right to terminate this Agreement, by written
notice to the other, at any time during the period commencing upon the
issuance by the District Court of a preliminary injunction pursuant to such
motion and ending at 11:59 p.m. (Eastern time) on the fifth business day
following the day on which the written ruling of the District Court with
respect to such preliminary injunction is first filed with the Clerk of
Court, and (ii) neither the Acquiror nor the Company shall be under any
obligation to effect the Merger prior to the expiration of the termination
right set forth in clause (i) of this Section 8.3."
<PAGE>
3. Except as amended hereby (and in the waiver letters of the parties dated
March 28, 1997, July 11, 1997 and July 24, 1997), the Merger Agreement shall
remain in full force and effect in accordance with its terms.
WHEREAS, the Acquiror, Sub and Company have caused this Amendment to be
signed by the respective officers thereunto duly authorized as of the date first
above written.
MEDIQ INCORPORATED
By: /s/ Thomas E. Carroll
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UNIVERSAL HOSPITAL SERVICES, INC.
By: /s/ Thomas A. Minner
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PRN MERGER CORPORATION
By: /s/ Thomas E. Carroll
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Exhibit 99.2
IMMEDIATE (July 24, 1997)
Michael F. Sandler David E. Dovenberg
Senior Vice President-Finance Chief Financial Officer
MEDIQ Incorporated Universal Hospital Services, Inc.
(609) 662-3200 (612) 893-3252
MEDIQ AND UNIVERSAL HOSPITAL SERVICES EXTEND
MERGER AGREEMENT
PENNSAUKEN, NJ/BLOOMINGTON, MN -- MEDIQ Incorporated (MED:AMEX) ("MEDIQ")
and Universal Hospital Services, Inc. (NASDAQ:UHOS) ("UHS"), who in February had
entered into an agreement under which UHS would be acquired by MEDIQ at a price
of $17.50 per UHS share, today announced that they had extended -- from August
30, 1997 to October 31, 1997 -- the date after which either party could
terminate this agreement. This amendment was entered into in order to provide
additional time to resolve or defend against certain concerns that have been
raised by the staff of the Federal Trade Commission to the merger. In addition,
the companies also amended the agreement to include a termination right under
which either party may terminate the agreement within five business days if a
federal district court issues a preliminary injunction preventing the
transaction. On April 10, 1997, the FTC had requested additional information
regarding the proposed transaction. The parties believe that earlier this month
they substantially complied with this information request.
Thomas E. Carroll, President and Chief Executive Officer of MEDIQ, said,
"The merger is procompetitive and in the best interests of our customers. This
merger will enable us to provide a broader inventory of the kinds of equipment
our customers demand, and to deliver it more quickly on a more efficient and
cost-effective basis. With increasing competition in the medical equipment
market and in healthcare generally, our customers have become more and more
demanding and they are constantly evaluating their other options to renting
products from us. This transaction will help us to continue to meet those
demands and increase the range of services we are able to provide. Because we
believe the transaction fully complies with federal antitrust laws, both
companies will vigorously oppose any attempt by the government to block the
merger."
Thomas Minner, President and Chief Executive Officer of UHS, said "MEDIQ
and UHS are disappointed that the government review has gone so slowly, although
we are continuing to work with the staff of the FTC. We continue to believe that
the transaction best serves the interests of the Company's shareholders and that
the combined company will be well positioned to capitalize on opportunities in
today's ever changing healthcare environment."
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Exhibit 99.3
IMMEDIATE (July 29, 1997)
Michael F. Sandler
MEDIQ Incorporated
(609) 662-3200
David E. Dovenberg
Universal Hospital Services, Inc.
(612) 893-3252
FTC OPPOSES PROPOSED ACQUISITION OF UNIVERSAL HOSPITAL
SERVICES, INC. BY MEDIQ INCORPORATED
PENNSAUKEN, N.J. and BLOOMINGTON, MN, July 29, 1997 -- MEDIQ
Incorporated (MED:AMEX) ("MEDIQ") and Universal Hospital Services, Inc.
(NASDAQ:UHOS) ("UHS"), who in February had entered into an agreement under which
UHS would be acquired by MEDIQ at a price of $17.50 per UHS share, today
announced that they had been informed by the Federal Trade Commission ("FTC")
that the Commission had authorized its staff to seek a preliminary injunction
against the consummation of the proposed acquisition.
MEDIQ and UHS issued a joint statement as follows: "MEDIQ and UHS are
disappointed that the Commission has chosen to take this step. We believe that
the merger fully complies with the federal antitrust laws and both companies
will vigorously oppose any attempt by the government to block the merger. We are
continuing to hold discussions with the staff of the Commission in an effort to
resolve their concerns in a manner which will permit the transaction to be
consummated in the near future."
