UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MEDIQ INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
SERIES A PREFERRED STOCK, PAR VALUE $.50 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
5849061
- --------------------------------------------------------------------------------
(CUSIP Number)
John D. Iskrant
Schnader Harrison Segal & Lewis
1600 Market Street, Suite 3600
Philadelphia, PA 19103-7286
(215) 751-2205
With Copies to:
F. Douglas Raymond, III
Drinker Biddle & Reath LLP
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)
January 14, 1998
- --------------------------------------------------------------------------------
(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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 17 Pages
* 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>
- -------------------- -----------------
CUSIP No. 58490 61 0 13D Page 2 of 17 Pages
- -------------------- -----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bessie G. Rotko, Michael J. Rotko, Judith M. Shipon, John D.
Iskrant and PNC Bank Corp., as Trustees under an Agreement of Trust
dated November 18, 1983
I.R.S. #: 23-6764067
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,570,969
SHARES
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,570,969
---------------------------------------------
10 SHARES DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,570,969
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.0 %
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------- -----------------
CUSIP No. 58490 61 0 13D Page 3 of 17 Pages
- -------------------- -----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Rotko
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 448,655
SHARES
BENEFICIALLY ----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,697,138
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 448,655
----------------------------------------
10 SHARED DISPOSITIVE POWER
3,697,138
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,145,793
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------- -----------------
CUSIP No. 58490 61 0 13D Page 4 of 17 Pages
- -------------------- -----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bessie G. Rotko
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 269,031
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,647,197
PERSON ---------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
269,031
---------------------------------------------
10 SHARES DISPOSITIVE POWER
3,647,197
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,916,228
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------- -----------------
CUSIP No. 58490 61 0 13D Page 5 of 17 Pages
- -------------------- -----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Judith M. Shipon
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 441,351
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,657,097
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 441,351
WITH ---------------------------------------------
10 SHARES DISPOSITIVE POWER
3,657,097
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,098,448
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO THE SCHEDULE 13D
The statement on Schedule 13D dated June 14, 1989, and filed
with the Securities and Exchange Commission by Bessie G. Rotko, Michael J.
Rotko, Judith M. Shipon, Lionel Felzer and Provident National Bank, as trustees
under an Agreement of Trust dated November 18, 1983, established by the late
Bernard B. Rotko (the "Trust") with respect to beneficial ownership of the
Series A Preferred Stock, par value $.50 per share (the "Preferred Stock") and
the Common Stock, par value $1.00 per share (the "Common Stock") of MEDIQ
Incorporated (the "Company" or the "Issuer"), is hereby amended and restated in
full as provided herein.
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the Trust, Bessie G. Rotko, Michael J. Rotko and Judith M. Shipon have
agreed to file one statement with respect to their ownership of Preferred Stock.
A Joint Filing Agreement is attached hereto as Exhibit 8. The Trust, Bessie G.
Rotko, Michael J. Rotko and Judith M. Shipon are hereinafter collectively
referred to as the "Reporting Persons."
Item 1. Security and Issuer
This statement relates to the Preferred Stock of the Company. The address
of the principal executive offices of the Company is: One MEDIQ Plaza,
Pennsauken, N.J., 08110-1460.
Item 2. Identity and Background
This statement is being filed by Bessie G. Rotko, Michael J. Rotko, Judith
M. Shipon, John D. Iskrant and PNC Bank Corp., as trustees ("Trustees") under
the Trust. John D. Iskrant replaced Lionel Felzer as a Trustee upon Mr. Felzer's
resignation on November 15, 1995. This statement is also being filed by each of
Bessie G. Rotko, Michael J. Rotko and Judith M. Shipon in his or her individual
capacity.
The Trust was formed under Pennsylvania law. It conducts no business except
to hold assets contributed to it. Such assets consist, for the
-6-
<PAGE>
most part, of the shares of Preferred Stock described in Item 3 below and an
equal number of shares of the Common Stock of the Company. Its address is:
c/o John D. Iskrant, Esq., Schnader Harrison Segal and Lewis, 1600 Market
Street, Suite 3600, Philadelphia, PA, 19103-7286.
Bessie G. Rotko resides at 100 Breyer Estate - 4N, Elkins Park, PA 19027
and is a citizen of the United States. Michael J. Rotko resides at P.O. Box 369,
Unionville, PA 19375 and is currently employed as Special Counsel to the U.S.
Senate Investigation of the Persian Gulf War Syndrome. He is a citizen of the
United States. Judith M. Shipon resides at 1115 Devon Road, Rydal, PA, 19046 and
is a citizen of the United States.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the Reporting Persons has, during the last five years, 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.
Item 3. Source and Amount of Funds or Other Consideration
The Trust has previously filed a Form 3 with the Securities
and Exchange Commission with respect to its ownership of Preferred Stock. In
addition, information regarding the Trust's ownership of Preferred Stock has
been reflected in the Company's proxy statements.
On November 18, 1983, the late Dr. Rotko transferred to the Trust 2,380,646
shares of Common Stock. No consideration was paid by the Trust. On January 17,
1986, the Company paid a 50 percent stock dividend on its shares of Common
Stock. The Trust currently holds 3,570,969 shares of Common Stock.
-7-
<PAGE>
In July, 1986, the Company paid a dividend of one share of Preferred Stock
with respect to each share of Common Stock. The Trust currently holds 3,570,969
shares of Preferred Stock.
Item 4. Purpose of Transaction
The shares of Preferred Stock and Common Stock held by the Reporting
Persons have been held for investment purposes. On January 14, 1998, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which MQ Acquisition Corporation (the "Acquiror") will merge with and into
the Company, with the Company surviving the merger (the "Merger"). The Trust,
Michael J. Rotko, Bessie G. Rotko and Judith M. Shipon have entered into a Stock
Option Agreement dated January 14, 1998 (the "Stock Option Agreement") under
which they grant the Acquiror an irrevocable option to purchase up to all of the
Preferred Stock and Common Stock owned by them at a cash price per share of
$14.50, exercisable by the Acquiror upon (i) commencement of a tender offer or
filing of a registration statement with respect to a tender offer or an exchange
offer by a third party for at least 25% of the then outstanding Common Stock or
Preferred Stock, or at least 25% of the total voting power, of the Company, (ii)
The Company or any of its subsidiaries entering into, authorizing, recommending,
proposing or agreeing with any third party, or any third party publicly
announcing a bona fide intention to, effect an Acquisition Proposal (as defined
in the Merger Agreement), an acquisition or lease by a third party of at least
25% of the assets of the Company and its subsidiaries, or an acquisition by a
third party of beneficial ownership of securities representing at least 25% of
the voting power of the Company or any "significant subsidiary" of the Company
(as defined in Regulation S-X), (iii) the acquisition by any third party of
beneficial ownership of at least 25% of the Common Stock, Preferred Stock or
voting power of the Company, or any Change in Control of the Company (as defined
in the Merger Agreement), (iv) (A) a withdrawal or modification by the Company's
Board of Directors (or any committee thereof) of its recommendation regarding
the approval of the Merger in a manner adverse to the Acquiror, (B) a
recommendation by the Board of Directors (or any committee thereof) to the
-8-
<PAGE>
stockholders of the Company of any Acquisition Proposal, (C) a violation by the
Company of Section 4.1(a) of the Merger Agreement, (D) a failure of the Board of
Directors (or any committee thereof) to publicly reaffirm its recommendation of
the Merger within three business days' of the Acquiror's written request to do
so or (E) a resolution or agreement by the Board of Directors (or any committee
thereof) to do anything listed in the preceding items (A) - (D), (v) a material
breach by any of the Trust, Michael J. Rotko, Bessie G. Rotko or Judith M.
Shipon of their respective obligations under the Stockholder Agreements (as
defined below), (vi) a failure to obtain the vote of the Company's stockholders
at the special meeting called to approve the Merger or a failure to call such
special meeting in violation of the Merger Agreement, (vii) the termination of
the Merger Agreement by the Acquiror (or the occurrence of any event giving rise
to such a right to terminate) (A) pursuant to Sections 8.1(b) or (c) of the
Merger Agreement and the failure of the Merger to occur before the date of such
termination due to the Company's failure to perform any material covenant or
obligation under, or other breach by the Company of, the Merger Agreement or (B)
pursuant to Section 8.1(d), (e) or (f) of the Merger Agreement or (viii) the
delivery by the Company of a Superior Proposal Notice (as defined in the Merger
Agreement). Notwithstanding the foregoing, the Acquiror's option to purchase
will terminate upon the earlier to occur of (i) the effective time of the
Merger, (ii) the termination of the Merger Agreement under sections
8.1(a),(b),(c) or (g) of the Merger Agreement, provided that (x) no event listed
in clauses (i)-(viii) of the immediately preceding sentence shall have occurred
prior to such termination and (y) the Company shall not have been in breach of
the Merger Agreement prior to such termination and (iii) in the case of any
other termination of the merger agreement, the date that is six months after the
termination of the Merger Agreement for any other reason.
Each of the Trust, Michael J. Rotko, Bessie G. Rotko and Judith M. Shipon
has entered into a Stockholder Agreement, dated January 14, 1998, with the
Acquiror (collectively, the "Stockholder Agreements"), under which they each
agree, subject to certain limitations, not to transfer any shares and to vote
all shares beneficially owned by them (i) in favor of the Merger, the execution
and delivery of the Merger Agreement and the approval of the terms thereof, and
all other actions contemplated by the Merger Agreement, the Stock Option
-9-
<PAGE>
Agreement and the Stockholder Agreements, (ii) against any action or agreement
that would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of the Acquiror under the
Merger Agreement or under the Stockholder Agreements or Stock Option Agreement
and (iii) against certain other enumerated material changes with respect to the
Company. Pursuant to the Stockholder Agreements, each of the Trust, Michael J.
Rotko, Bessie G. Rotko and Judith M. Shipon has granted a proxy to the Acquiror
solely with respect to stockholders' votes concerning the matters described in
the immediately preceding sentences. The provisions of the Stockholder
Agreements (including the proxies) terminate upon the Termination Date (as
defined in the Stock Option Agreement).
Each of the Trust, Michael J. Rotko, Bessie G. Rotko and Judith M. Shipon
has entered into an agreement with the Company and the Acquiror (the "Rotko
Rollover Agreement"), providing for their contribution to the Acquiror of an
aggregate of 1,000,000 shares of Preferred Stock of the Company, prior to the
effective time of the Merger, in exchange for securities of the Acquiror that
will be converted into 1,340,200 shares of Series B Preferred Stock of the
surviving corporation and a number of shares of common stock of the surviving
corporation equal to 10.98% of the total outstanding shares of common stock of
the surviving corporation.
The foregoing descriptions of the agreements relating to the Merger and
related transactions are qualified in their entirety by reference to the terms
of such agreements. The Merger Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference. The Stock Option Agreement is attached hereto
as Exhibit 2 and incorporated herein by reference. The Stockholder Agreements
with each of the Trust, Michael J. Rotko, Bessie G. Rotko and Judith M. Shipon
are attached hereto as Exhibits 3, 4, 5 and 6, respectively, and incorporated
herein by reference. The Rotko Rollover Agreement is attached hereto as Exhibit
7 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
The Trust
(a) As of the date hereof, the Trust beneficially owns 3,570,969 shares of
Preferred Stock, representing 57.0% of the Company's outstanding
-10-
<PAGE>
Preferred Stock, and 3,570,969 shares of Common Stock, representing 18.4% of the
Company's outstanding Common Stock. The Preferred Stock is convertible at the
holder's option into 3,570,969 shares of Common Stock. Assuming conversion of
all outstanding Preferred Stock, the Trust would hold 7,141,938 shares of Common
Stock, representing 27.9% of the Company's outstanding Common Stock. Assuming
conversion solely of the shares of Preferred Stock beneficially owned by the
Trust, the Trust would own 7,141,938 shares of Common Stock, representing 31.1%
of the outstanding Common Stock.
(b) The Trust has sole power to vote and to dispose of the Preferred Stock
and the Common Stock, except as described in Item 4 above concerning the Merger
and related matters. The Trust has entered into the agreements described in Item
4.
(c) The Trust has not effected any transactions in shares of Preferred
Stock in the last 60 days, except as described in Item 4 above.
(d) Not applicable.
(e) Not applicable.
Michael J. Rotko
(a) As of the date hereof, Michael J. Rotko beneficially owns 4,145,793
shares of Preferred Stock, including all shares held by the Trust, representing
66.0% of the Company's outstanding Preferred Stock, and 4,137,259 shares of
Common Stock, representing 21.4% of the Company's outstanding Common Stock. The
Preferred Stock is convertible at the holder's option into 4,145,793 shares of
Common Stock. Assuming conversion of all outstanding Preferred Stock, Michael J.
Rotko would hold 8,283,052 shares of Common Stock, representing 32.3% of the
Company's outstanding Common Stock. Assuming conversion solely of the shares of
Preferred Stock beneficially owned by Michael J. Rotko, Michael J. Rotko would
own 8,283,052 shares of Common Stock, representing 35.2% of the outstanding
Common Stock.
(b) Except as described in Item 4 above concerning the Merger and related
matters, Michael J. Rotko has sole power to vote and to dispose of 448,655
shares of Preferred Stock; he shares the power to vote and to dispose of (i)
3,647,197 shares of Preferred Stock with each of the other Trustees and
-11-
<PAGE>
(ii) 49,941 shares of Preferred Stock with some combination of any of PNC Bank
Corp., Thomas C. Rotko and William L. Rotko, as co-trustees of several other
related family trusts. Except as described in Item 4 above concerning the Merger
and related matters, he has sole power to vote and to dispose of 448,655 of the
shares of Common Stock, and shares the power to vote and to dispose of (i)
3,638,663 shares of Common Stock with each of the other Trustees and (ii) 49,941
shares of Common Stock with some combination of any of PNC Bank Corp., Thomas C.
Rotko and William L. Rotko, as co-trustees of several other related family
trusts. Michael J. Rotko has entered into the agreements described in Item 4.
(c) Michael J. Rotko has not effected any transactions in shares of
Preferred Stock in the last 60 days, except as described in Item 4 above.
(d) Not applicable.
(e) Not applicable.
Bessie G. Rotko
(a) As of the date hereof, Bessie G. Rotko beneficially owns 3,916,228
shares of Preferred Stock, including all shares held by the Trust, representing
62.0% of the Company's outstanding Preferred Stock, and 3,879,152 shares of
Common Stock, representing 20.0% of the Company's outstanding Common Stock. The
Preferred Stock is convertible at the holder's option into 3,916,228 Shares of
Common Stock. Assuming conversion of all outstanding Preferred Stock, Bessie G.
Rotko would hold 7,795,380 shares of Common Stock, representing 30.4% of the
Company's outstanding Common Stock. Assuming conversion solely of the shares of
Preferred Stock beneficially owned by Bessie G. Rotko, Bessie G. Rotko would own
7,795,380 shares of Common Stock, representing 33.5% of the outstanding Common
Stock.
(b) Except as described in Item 4 above concerning the Merger and related
matters, Bessie G. Rotko has sole power to vote and to dispose of 269,031 of the
shares of Preferred Stock, and shares with each of the other
-12-
<PAGE>
Trustees the power to vote and to dispose of 3,647,197 shares of the Preferred
Stock. Except as described in Item 4 above concerning the Merger and related
matters, she has sole power to vote and to dispose of 240,489 shares of Common
Stock, and shares the power to vote and to dispose of 3,638,663 shares of Common
Stock with each of the other Trustees, except as described in Item 4 above.
Bessie G. Rotko has entered into the agreements described in Item 4.
(c) Bessie G. Rotko has not effected any transactions in shares of
Preferred Stock in the last 60 days, except as described in Item 4 above.
(d) Not applicable.
(e) Not applicable.
Judith M. Shipon
(a) As of the date hereof, Judith M. Shipon beneficially owns 4,098,448
shares of Preferred Stock, including all shares held by the Trust, representing
65.4% of the Company's outstanding Preferred Stock, and 4,058,448 shares of
Common Stock, representing 21.0% of the Company's outstanding Common Stock. The
Preferred Stock is convertible at the holder's option into 4,098,448 shares of
Common Stock. Assuming conversion of all outstanding Preferred Stock, Judith M.
Shipon would hold 8,156,896 shares of Common Stock, representing 31.9% of the
Company's outstanding Common Stock. Assuming conversion solely of the shares of
Preferred Stock beneficially owned by Judith M. Shipon, Judith M. Shipon would
own 8,156,896 shares of Common Stock, representing 34.8% of the outstanding
Common Stock.
(b) Except as described in Item 4 above concerning the Merger and related
matters, Judith M. Shipon has sole power to vote and to dispose of 441,351
shares of Preferred Stock, and shares the power to vote and to dispose of (i)
3,647,197 shares of Preferred Stock with each of the other Trustees and (ii)
9,900 shares of Preferred Stock with PNC Bank Corp., as co-trustees of a related
family trust. Except as described in item 4 above concerning the
-13-
<PAGE>
Merger and related matters, she has sole power to vote and to dispose of the
shares of Common Stock, and shares the power to vote and to dispose of shares of
the Common Stock with each of the other Trustees. Judith M. Shipon has entered
into the agreements described in Item 4.
(c) Judith M. Shipon has not effected any transactions in shares of
Preferred Stock in the last 60 days, except as described in item 4 above.
(d) Not applicable.
(e) Not applicable.
John D. Iskrant, PNC Bank Corp., William L. Rotko and Thomas C. Rotko (other
persons with whom the Reporting Persons share voting and/or investment power)
John D. Iskrant, a citizen of the United States, is a partner in the
law firm of Schnader Harrison Segal & Lewis, 1600 Market Street, Suite 3600,
Philadelphia, PA 19103-7286. PNC Bank Corp. has its principal office at Fifth
Avenue & Wood Street, Pittsburgh, Pennsylvania 15222-0000.
Thomas C. Rotko, a citizen of the United States, is currently employed as
an Assistant District Attorney in the District Attorney's Office-New York
County, located at One Hogan Place, 7th Floor, New York, New York 10013. William
L. Rotko, a citizen of the United States, is employed as a screenwriter and
currently resides at 2003 Canyon Drive, Los Angeles, California 90068.
Neither John D. Iskrant, PNC Bank Corp., Thomas C. Rotko nor William L.
Rotko has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither John D. Iskrant, PNC Bank Corp., Thomas C. Rotko nor William L.
Rotko has, during the last five years, 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
-14-
<PAGE>
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The Trust, Michael J. Rotko, Bessie G. Rotko and Judith M. Shipon have
entered into the agreements described in Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement and Plan of Merger, dated as of January 14, 1998,
by and between MQ Acquisition Corporation and MEDIQ
Incorporated, incorporated by reference to Exhibit 2.1 to the
Form 8-K of MEDIQ Incorporated, filed with the Securities and
Exchange Commission on January 21, 1998.
Exhibit 2 Stock Option Agreement, dated January 14, 1998, by and among
T/D Bernard B. Rotko Dated November 18, 1983,Michael J.
Rotko, Bessie G. Rotko, Judith M. Shipon and MQ Acquisition
Corporation, incorporated by reference to Exhibit 2.2 to the
Form 8-K of MEDIQ Incorporated, filed with the Securities and
Exchange Commission on January 21, 1998.
Exhibit 3 Stockholder Agreement, dated January 14, 1998, by and between
MQ Acquisition Corporation and T/D Bernard B. Rotko Dated
November 18, 1983, incorporated by reference to Exhibit 2.5
to the Form 8-K of MEDIQ Incorporated, filed with the
Securities and Exchange Commission on January 21, 1998.
Exhibit 4 Stockholder Agreement, dated January 14, 1998, by and between
MQ Acquisition Corporation and Michael J. Rotko, incorporated
by reference to Exhibit 2.4 to the Form 8-K of MEDIQ
Incorporated, filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 5 Stockholder Agreement, dated January 14, 1998, by and between
MQ Acquisition Corporation and Bessie G. Rotko, incorporated
by reference to Exhibit 2.6 to the Form 8-K of MEDIQ
Incorporated, filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 6 Stockholder Agreement, dated January 14, 1998, by and between
MQ Acquisition Corporation and Judith M. Shipon, incorporated
by reference to Exhibit 2.3 to the Form 8-K of MEDIQ
Incorporated, filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 7 Agreement, dated January 14, 1998, by and among MEDIQ
Incorporated, MQ Acquisition Corporation, T/D Bernard B.
Rotko Dated November 18, 1983, Michael J. Rotko, Bessie G.
Rotko and Judith M. Shipon, incorporated by reference to
Exhibit B to Exhibit 2.1 to the Form 8-K of MEDIQ
Incorporated, filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 8 Joint Filing Agreement, dated January 20, 1998,
among the Trustees of the Trust, signed by a majority
of the Trustees.
-15-
<PAGE>
After due 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.
/s/ Bessie G. Rotko /s/ Judith M. Shipon
- ------------------------------ --------------------------------
Bessie G. Rotko Judith M. Shipon
/s/ Michael J. Rotko PNC Bank Corp.
- ------------------------------
Michael J. Rotko
By: /s/ Robert N. Tropp, Jr.
- ------------------------------ --------------------------------
Robert N. Tropp, Jr.
Vice President
/s/ John D. Iskrant
- ------------------------------
John D. Iskrant
<PAGE>
Exhibit 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D (including amendments thereto) with
respect to the preferred stock, par value $.50 per share and common stock, par
value $1.00 per share, of MEDIQ Incorporated, which agreement may be executed in
any number of counterparts and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filings.
Dated: January 20, 1998
/s/ Bessie G. Rotko
--------------------------------
Bessie G. Rotko
/s/ Michael J. Rotko
--------------------------------
Michael J. Rotko
T/D Bernard B. Rotko Dated
--------------------------------
November 18, 1983
By: /s/ John D. Iskrant
--------------------------------
John D. Iskrant
/s/ Judith M. Shipon
--------------------------------
Judith M. Shipon
PNC BANK
By: /s/Robert N. Tropp, Jr.
--------------------------------
Robert N. Tropp, Jr.
Vice President
-17-
