SCHEDULE 13D
Under the Securities Exchange Act of 1934
*
UNIVERSAL HOSPITAL SERVICES, INC.
---------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
91359L109
------------
(CUSIP Number)
F. Douglas Raymond, III
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107
(215) 988-2700
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1997
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /, (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 91359L109 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MEDIQ Incorporated
IRS Identification No. 51-0219413*
PRN Merger Corporation 22-3493349
IRS Identification No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MEDIQ Incorporated - Delaware; PRN Merger Corporation - Minnesota
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7 SOLE VOTING POWER
-0-
-------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH -------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------
9 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Schedule 13D (the "statement") is being filed as an original
filing with the Securities and Exchange Commission by MEDIQ Incorporated, a
Delaware corporation ("MEDIQ"), and PRN Merger Corporation, a Minnesota
corporation and wholly-owned indirect subsidiary of MEDIQ ("Merger Sub"), in
connection with the proposed merger (the "Merger") of Merger Sub with and into
Universal Hospital Services, Inc. ("Issuer"). The statement is being filed with
respect to various Support/Voting Agreements between MEDIQ, Merger Sub and
certain directors and executive officers of the Issuer who beneficially own an
aggregate of 858,907 shares of common stock of the Issuer (or approximately 16%
of the total outstanding shares of common stock of the Issuer).
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of the Issuer. The Issuer is a Minnesota corporation and
has its principal executive offices located at 1250 Northland Plaza, 3800 West
80th Street, Bloomington, MN 55431-4442.
Item 2. Identity and Background.
The Reporting Persons for this statement are MEDIQ Incorporated, a
Delaware corporation, and PRN Merger Corporation, a Minnesota corporation and a
wholly-owned indirect subsidiary of MEDIQ, each with its principal offices at
One MEDIQ Plaza, Pennsauken, New Jersey 08110. MEDIQ, through its operating
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.
Merger Sub is an indirect wholly-owned subsidiary of MEDIQ that was
incorporated in Minnesota on February 6, 1997 for the purpose of effecting the
transactions described in Item 4 below. Merger Sub has not engaged in any
activities other than in connection with such proposed transactions.
The names, business or residence addresses and present principal
occupations of the (i) directors and executive officers of each of the Reporting
Persons and (ii) trustees of certain trusts which beneficially own shares of
common stock and preferred stock of each of the Reporting Persons, each of whom
is a United States citizen, is attached on Schedule I. During the last five
years neither the Reporting Persons nor such persons have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); and
have not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
On February 10, 1997, the Reporting Persons entered into an Agreement
and Plan of Merger (the "Merger Agreement")
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<PAGE>
with the Issuer providing for the merger of Merger Sub with and into Issuer,
with the Issuer continuing as the Surviving Corporation (as defined in the
Merger Agreement). Certain provisions of the Merger Agreement, which is
incorporated by reference as Exhibit 1 to this Schedule 13D, are summarized in
Item 4 below.
On February 17, 1997, the Reporting Persons entered into Support/Voting
Agreements (the "Voting Agreements") with the Issuer and the following directors
and executive officers of the Company: Thomas A. Minner (President and Chief
Executive Officer and a Director of the Issuer), Paul W. Larsen (Secretary and a
Director of the Issuer), Michael W. Bohman (Vice-President, Customer Service and
Sales and a Director of the Issuer) and Duane R. Wenell (Vice-President,
Marketing and a Director of the Issuer). Certain provisions of the Voting
Agreements, a form of which is attached hereto as Exhibit 2, are summarized in
Item 4 below.
As a result of the execution of the Merger Agreement and the Voting
Agreements, the Reporting Persons may be deemed, for purposes of Section 13(d)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), to
have formed a "group" with the directors and executive officers mentioned above.
Each of the Reporting Persons expressly declares that the filing of this
statement on Schedule 13D shall not be construed as an admission by it, for the
purposes of Section 13(d) or Section 13(g) of the Exchange Act, that it has
formed a group, that it is the beneficial owner of, or that it has any shared
voting or dispositive power over any shares of Common Stock of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have not paid any amount of funds or other
consideration to the Issuer or any other person in connection with entering into
the Voting Agreements.
If the Merger is consummated, the total amount required to pay the
Merger consideration to the Issuer's shareholders, refinance indebtedness of the
Issuer that will be accelerated by reason of the Merger, and pay estimated fees
and expenses of MEDIQ and Merger Sub, will be approximately $144,000,000. Merger
Sub expects to obtain the necessary funds to consummate the Merger and pay all
related fees and expenses from the general corporate funds of MEDIQ, which
intends to obtain such funds from funds on deposit with its lenders and loans
under its existing credit agreement (the "Credit Agreement") with a group of
lenders for which Banque Nationale de Paris acts as Administrative Agent and
Initial Issuing Bank, and NationsBank, N.A. acts as Documentation Agent. Certain
amendments to the Credit Agreement were made on January 24, 1997, to increase
the amount of the credit facility and otherwise facilitate the financing of the
Merger.
The availability of loan proceeds under the Credit Agreement to finance
the Merger is subject to certain conditions set forth in the Credit Agreement,
including: (i) approval and adoption of the Merger Agreement by a majority of
the holders of
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<PAGE>
shares of Issuer's Common Stock; (ii) receipt of all necessary governmental
approvals; and (iii) the satisfaction, before and after the Merger, of certain
financial conditions set forth in the Credit Agreement. MEDIQ expects such
financial conditions to be satisfied at the effective time of the Merger.
Item 4. Purpose of Transaction.
The purpose of the transactions described herein is to consummate the
proposed Merger. There can be no assurance, however, that the proposed Merger
will be consummated or as to the timing or exact terms thereof.
On February 10, 1997, the Reporting Persons and the Issuer entered into
the Merger Agreement. Pursuant to the Merger Agreement, and subject to the
conditions set forth therein (including regulatory approvals and approval by
shareholders of the Issuer), at the effective time of the Merger, (i) Merger Sub
will be merged with and into Issuer, (ii) the Issuer's Board of Directors will
be composed of individuals designated by MEDIQ, (iii) the officers of Merger Sub
will become the officers of Issuer after the Merger, in each case until their
respective successors are duly appointed or elected and qualified, (iv) the
Issuer's shareholders will cease to be shareholders of Issuer and will not share
in the future earnings or growth of Issuer, (v) each share of the Common Stock
of Issuer, together with the associated rights to purchase certain shares of
preferred stock, shall be cancelled, extinguished and converted into and become
a right to receive $17.50 in net cash per share, subject to adjustment for any
stock split, subdivision, reclassification, recapitalization, split, combination
or exchange prior to the consummation of the Merger, (other than those shares as
to which dissenters' rights are perfected), (vi) each share of Merger Sub's
outstanding capital stock owned by MEDIQ shall be converted into one share of
Common Stock of Issuer, and (vii) the bylaws and articles of incorporation of
Issuer, as the Surviving Corporation (as defined in the Merger Agreement), will
be amended to be identical (save for the name of the corporation) to those of
the Merger Sub. Upon consummation of the Merger, the registration of Issuer's
Common Stock under the Exchange Act will be terminated and Issuer's Common Stock
will cease to be reported on the NASDAQ Stock Market. The foregoing summary of
the Merger Agreement is qualified in its entirety by reference to a copy of the
Merger Agreement incorporated by reference as Exhibit 1 to this Schedule 13D and
incorporated herein in its entirety by reference.
Following the execution of the Merger Agreement, on February 17, 1997
the Reporting Persons entered into the Voting Agreements with the Issuer and the
directors and executive officers named in Item 2 above. Pursuant to the Voting
Agreements, the directors and executive officers of the Issuer named in Item 2
above severally agreed (i) to vote certain shares of Common Stock beneficially
owned or controlled by him or her (the "Shares") at any meeting of shareholders
of the Issuer called to consider and vote to approve the Merger Agreement and
the Merger and/or the transactions contemplated thereby, (ii) not to vote the
Shares in favor of any recapitalization, merger, consolidation or other business
combination involving the Issuer,
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<PAGE>
or acquisition of any capital stock of any material portion of the assets, or
any combination of the foregoing (a "Competing Transaction"), or negotiate,
explore or otherwise engage in discussions with any person (other than the
Reporting Persons or their respective directors, officers, employees, agents and
representatives) with respect to any Competing Transaction or enter into any
agreement, arrangement or understanding with respect to any Competing
Transaction or agree to or otherwise assist in the effectuation of any Competing
Transaction, and (iii) not to, and not to permit any company, trust or other
entity controlled by him or her, to contract to sell, sell or otherwise transfer
or dispose of any of the Shares or any interest therein or any option or
securities convertible thereinto or any voting rights with respect thereto,
other than pursuant to the Merger. The Voting Agreements may be terminated at
the option of any party at any time upon which the Merger becomes effective or
the Merger Agreement is terminated. The foregoing summary of the Voting
Agreements is qualified in its entirety by reference to a form of the Voting
Agreements included as Exhibit 2 to this Schedule 13D and incorporated herein in
its entirety by reference. All Voting Agreements that were entered into are
identical to the form of Voting Agreement included as Exhibit 2.
Except as set forth herein or as provided in the Merger Agreement, the
Reporting Persons do not have any current plans or proposals that relate to or
would result in (i) the acquisition by any person of shares of the Issuer or the
disposition of shares of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation; (iii) a sale or
transfer of any material amount of assets of the Issuer; (iv) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any vacancies on
the board; (v) any material change in the present capitalization or dividend
policy of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) any change in the Issuer's charter or bylaws, or
instruments corresponding thereto, or other actions that may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (x) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons do not beneficially own any securities of the
Issuer and are filing this statement only in connection with their entering into
the Voting Agreements described in Item 4.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
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<PAGE>
The Reporting Persons have entered into the Merger Agreement with the
Issuer and the Voting Agreements with the Issuer and the persons named in
response to Item 2. The Voting Agreements will terminate upon the effective time
of the Merger.
The Merger Agreement is incorporated by reference as Exhibit 1 to this
Schedule 13D and is incorporated herein by reference. See Item 4.
A form of the Voting Agreements is included as Exhibit 2 to this
Schedule 13D and is incorporated herein by reference. See Item 4.
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger, dated February 10, 1997, among
MEDIQ Incorporated, PRN Merger Corporation and Universal
Hospital Services, Inc., is incorporated herein by reference to
Exhibit 1 to the Form 8-K filed by Universal Hospital Services,
Inc. on February 27, 1997.
2. A form of the Support/Voting Agreements, dated February 17,
1997, by and among MEDIQ Incorporated, PRN Merger Corporation,
Universal Hospital Services, Inc. and the persons named therein.
3. Credit Agreement, dated as of October 1, 1996, among MEDIQ/PRN
Life Support Services, Inc., MEDIQ Incorporated, PRN Holdings,
Inc., the Lender Parties thereto, Banque Nationale De Paris, as
Administrative Agent and Initial Issuing Bank, and Nationsbank,
N.A., as Documentation Agent, is incorporated herein by
reference to Exhibit 4.1 to the Annual Report on Form 10-K filed
by MEDIQ Incorporated on December 30, 1996.
4. Security Agreement, dated as of October 1, 1996, among MEDIQ/PRN
Life Support Services, Inc., MEDIQ Incorporated, PRN Holdings,
Inc., the Lender Parties thereto, Banque Nationale De Paris, as
Administrative Agent and Initial Issuing Bank, and Nationsbank,
N.A., as Documentation Agent, is incorporated herein by
reference to Exhibit 4 to Schedule 13D filed by MEDIQ
Incorporated on October 11, 1996.
5. Amendment to Credit Agreement, dated January 24, 1997, among
MEDIQ/PRN Life Support Services, Inc., MEDIQ Incorporated, PRN
Holdings, Inc., the Lender Parties thereto, Banque Nationale De
Paris, as Administrative Agent and Initial Issuing Bank, and
Nationsbank, N.A., as Documentation Agent, is incorporated
herein by reference to Exhibit 4.1(a) to the Form 10-Q filed by
MEDIQ Incorporated on February 24, 1997.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 27, 1997
MEDIQ INCORPORATED
/s/ Michael F. Sandler
-------------------------------------
Michael F. Sandler
Chief Financial Officer
PRN MERGER CORPORATION
/s/ Jay M. Kaplan
-------------------------------------
Jay M. Kaplan
Treasurer
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<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
<S> <C> <C>
Name, Business or Residence Ownership of Shares of
Addresses* Principal Occupation Common Stock of the Issuer
- --------------------------- --------------------- --------------------------
Michael J. Rotko, Esquire** Partner, Drinker Biddle & Reath, a -0-
Philadelphia National Bank Bldg. law firm and a Director and
1345 Chestnut Street Chairman of MEDIQ
Philadelphia, PA 19107-3496
Jacob A. Shipon Physician, Director of MEDIQ -0-
5200 E. Roosevelt Boulevard
Philadelphia, PA 19124
Thomas E. Carroll President and Chief Executive -0-
Officer and a Director of MEDIQ, PRN
Merger Corporation and MEDIQ/PRN
Support Services, Inc.
Michael F. Sandler Senior Vice President, Finance and -0-
Chief Financial Officer, Treasurer
and a Director of MEDIQ.
Sheldon M. Bonovitz, Esquire Partner, Duane, Morris & -0-
Duane, Morris & Heckscher Heckscher, a law firm and a Director
4200 One Liberty Place of MEDIQ
Philadelphia, PA 19103
Lionel Felzer Retired; a Director of MEDIQ -0-
Breyer Woods
412 Linden Drive
Elkins Park, PA 19027
Mark S. Levitan Vice President -- Consulting -0-
529 Spring Mill Road Division, MedQuist Inc. and a
Villanova, PA 19085 Director of MEDIQ
Jay M. Kaplan Senior Vice President and Chief -0-
Financial Officer of MEDIQ/PRN
Life Support Services, Inc. and
Assistant Treasurer of MEDIQ,
Treasurer and a Director of PRN
Merger Corporation
H. Scott Miller President, Strategic Advisors -0-
Strategic Advisors International, Inc. and a Director
International, Inc. of MEDIQ
One Tower Bridge
West Conshohocken, PA 19428
William L. Rotko Writer -0-
1738 Nickels Canyon Road
Los Angeles, CA
Thomas Rotko Attorney -0-
303 Second Avenue
Apt. 508
New York, NY 10003
David Shipon Physician -0-
Wanamaker House
2020 Walnut Street
Philadelphia, PA 19103
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<PAGE>
Marc Shipon Attorney -0-
c/o Shipon and Skarbeck
5200 E. Roosevelt Blvd.
Philadelphia, PA 19124
Alan S. Einhorn Secretary and a Director of PRN -0-
Merger Corporation and of MEDIQ;
Vice-President Legal Affairs, General
Counsel and Assistant Secretary of
MEDIQ/PRN Life Support Services,
Inc.
Bessie G. Rotko Retired, former Director of MEDIQ -0-
Judith M. Shipon Homemaker -0-
John Iskrant Partner, Schnader Harrison Segal & -0-
1600 Market Street Lewis
Suite 3600
Philadelphia, PA 19103-4252
PNC Bank, National Association -0-
1600 Market Street
Philadelphia, PA 19103-4252 -0-
</TABLE>
* If not otherwise indicated, the business address of each person is One
Mediq Plaza, Pennsauken, NJ 08110-1460.
** Michael J. Rotko is the son of Bessie G. Rotko. Mrs. Rotko, who
resigned as a director effective November 29, 1995, is the income
beneficiary, during her lifetime, of certain trusts (the "Rotko Trusts")
created by her late husband, Bernard B. Rotko, M.D., who was the founder of
MEDIQ. The Rotko Trusts collectively hold 3,638,664 shares of Common Stock of
MEDIQ, including shares which may be acquired upon conversion of
convertible debentures, and 3,647,197 shares of Preferred Stock, as to
which Mrs. Rotko, Mr. Rotko, Judith M. Shipon, John Iskrant, Esq. and PNC
Bank, National Association, share voting and dispositive power as
co-trustees. Mrs. Shipon is the wife of Jacob A. Shipon and the daughter of
Mrs. Rotko and the late Dr. Rotko.
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February____, 1996
MEDIQ Incorporated
One MEDIQ Plaza
Pennsauken, NJ 08110
PRN Merger Corporation
One MEDIQ Plaza
Pennsauken, NJ 08110
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that MEDIQ Incorporated ("MEDIQ"),
PRN Merger Corporation, an indirect wholly-owned subsidiary of MEDIQ ("Merger
Sub") and Universal Hospital Services, Inc. ("UHS") are entering into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), providing for, among other things, the merger of Merger Sub with
and into UHS (the "Merger").
Section 1. The undersigned confirms and agrees with you as follows:
A. He is the beneficial or record owner of the number of shares of
capital stock of UHS set forth opposite his name on Schedule I hereto (the
"Shares"), free and clear of all liens, charges, encumbrances, adverse claims,
voting agreements and commitments of every kind, except as disclosed on Schedule
I. Except as set forth on Schedule I, neither he nor any company, trust or other
entity controlled by him owns any additional shares of the capital stock of UHS
or any interest therein or has any voting rights with respect to any additional
shares of capital stock of UHS.
B. He will not, and will not permit any company, trust or other entity
controlled by him, to contract to sell, sell or otherwise transfer or dispose of
any of the Shares or any interest therein or options or securities convertible
thereinto or any voting rights with respect thereto, other than pursuant to the
Merger, unless the proposed transferree and UHS enter into a letter agreement
with MEDIQ and Merger Sub identical to this letter agreement concurrently with
such proposed transfer.
<PAGE>
C. He will, and will cause any company, trust or other entity
controlled by him to, cooperate fully with you in connection with the Merger
Agreement and the transactions contemplated thereby. He will not, and will not
permit any such company, trust or other entity to, directly or indirectly
(including through its officers, directors, employees or other representatives)
solicit, initiate, encourage or facilitate, or furnish or disclose non-public
information in furtherance of, any inquiries or the making of any proposal with
respect to any recapitalization, merger, consolidation or other business
combination involving UHS or its subsidiary, or acquisition of any capital stock
or any material portion of the assets of UHS, or any combination of the
foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage
in discussions with any person (other than MEDIQ, Merger Sub or their respective
directors, officers, employees, agents and representatives) with respect to any
Competing Transaction or enter into any agreement, arrangement or understanding
with respect to any Competing Transaction or agree to or otherwise assist in the
effectuation of any Competing Transaction; provided, however, that nothing
herein shall restrict him from taking any action in his capacity as an officer
or director of UHS that he is permitted to take in such capacity under the
Merger Agreement.
D. He will, and will cause any company, trust or other entity
controlled by him to, vote all of the Shares beneficially owned or controlled by
him at the record date for any meeting of shareholders of UHS at which the
Merger, the Merger Agreement and/or the transactions contemplated thereby are
considered, in favor of the Merger, the Merger Agreement and the transactions
contemplated thereby and neither he nor any company, trust or other entity
controlled by him will vote any Shares (or grant a proxy with respect to any
Shares) in favor of any Competing Transaction at any meeting of the shareholders
of UHS.
E. He represents and warrants that he has all necessary power and
authority to enter into this letter agreement and that this letter agreement is
the legal, valid and binding agreement of him, and is enforceable against him in
accordance with its terms.
F. He agrees that he will, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further transfers,
assignments, endorsements, consents and other instruments as MEDIQ or Merger Sub
may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement and to vest the power to vote the
Shares as contemplated by Section 1(D).
Section 2. UHS agrees with and covenants to MEDIQ and Merger Sub that
UHS shall not register the transfer of any of the undersigned's Shares without
the prior written consent of MEDIQ.
Section 3. UHS and the undersigned agree that damages are an inadequate
remedy for the breach by it of any term or condition of this letter agreement
and that you shall be entitled to a temporary restraining order and preliminary
and permanent injunctive relief in order to enforce the terms of this letter
agreement.
<PAGE>
Section 4. This letter agreement may be terminated at the option of any
party at any time upon the earlier of (i) termination of the Merger Agreement,
or (ii) the Effective Time (as defined in the Merger Agreement).
Please confirm that the foregoing correctly states the
understanding between us by signing and returning to me a counterpart hereof.
Very truly yours,
*
-----------------------------
Name:
Acknowledged and agreed to as to Sections 2 and 3.
UHS
By: /s/
--------------------------
Name:
Title:
Confirmed on the date first above written.
MEDIQ
By: /s/
------------------------------
Name:
Title:
* An agreement in this form was executed among the Issuer, MEDIQ Incorporated,
PRN Merger Corporation and each of the following individuals: Paul W. Larsen,
Thomas a. Minner, Michael W. Bohman and Duane R. Wenell
<PAGE>
SCHEDULE I
Number of Shares Owned
Shareholder Beneficially or of Record
