<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
MEDIQ Incorporated
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(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
SERIES A PREFERRED STOCK, $.50 PAR VALUE
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(Title of Class of Securities)
584906 10 1 (Common Stock)
584906 20 0 (Series A Preferred Stock)
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(CUSIP Number)
MQ ACQUISITION CORPORATION DECHERT PRICE & RHOADS
c/o Bruckmann, Rosser, 4000 Bell Atlantic Tower
Sherrill & Co., Inc., 1717 Arch Street
126 East 56th Street, 29th Floor Philadelphia, PA 19103
New York, NY 10022 Attention: William G. Lawlor
Attention: Bruce C. Bruckmann (215) 994-4000
(212) 521-3700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 14, 1998
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(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.
*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 1 of 12 pages
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SCHEDULE 13D
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CUSIP NO. 584906 10 1 (Common Stock) Page 2 of 12 Pages
584906 20 0 (Series A Preferred Stock)
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MQ Acquisition Corporation
I.R.S. ID NO. 52-2075416
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, AF
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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
Delaware
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NUMBER OF 7 SOLE VOTING POWER#
SHARES
BENEFICIALLY 9,466,542 shares of Common Stock (including 4,747,412
OWNED BY shares of Common Stock receivable upon conversion
EACH of 4,747,412 shares of Series A Preferred Stock)
REPORTING
PERSON WITH 4,747,412 shares of Preferred Stock
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8 SHARED VOTING POWER#
9,466,542 shares of Common Stock (including 4,747,412
shares of Common Stock receivable upon conversion
of 4,747,412 shares of Series A Preferred Stock)
4,747,412 shares of Preferred Stock
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9 SOLE DISPOSITIVE POWER#
9,466,542 shares of Common Stock (including 4,747,412
shares of Common Stock receivable upon conversion
of 4,747,412 shares of Series A Preferred Stock)
4,747,412 shares of Preferred Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY#
OWNED BY EACH REPORTING PERSON
9,466,542 shares of Common Stock (including 4,747,412
shares of Common Stock receivable upon conversion
of 4,747,412 shares of Series A Preferred Stock)
4,747,412 shares of Preferred Stock
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(#) The shares of Common Stock and Series A Preferred Stock of Mediq
Incorporated (the "Company") are purchasable by MQ Acquisition
Corporation ("Acquisition") upon exercise of an option granted to
Acquisition pursuant to a Stock Option Agreement dated as of January
14, 1998, and described in Item 3 of this report. In addition, such
shares are subject to Stockholder Agreements with certain stockholders
of the Company as described in Item 6 of this report.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3% of Common Stock
75.7% of Series A Preferred Stock
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
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CUSIP NO. 584906 10 1 (Common Stock) Page 3 of 12 Pages
584906 20 0 (Series A Preferred Stock)
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruckmann, Rosser, Sherrill & Co., L.P.
I.R.S. ID NO. 06-1438488
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, OO
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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
Delaware
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NUMBER OF 7 SOLE VOTING POWER#
SHARES
BENEFICIALLY 9,466,542 shares of Common Stock (including 4,747,412
OWNED BY shares of Common Stock receivable upon conversion
EACH of 4,747,412 shares of Series A Preferred Stock)
REPORTING
PERSON WITH 4,747,412 shares of Preferred Stock
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8 SHARED VOTING POWER#
9,466,542 shares of Common Stock (including 4,747,412
shares of Common Stock receivable upon conversion
of 4,747,412 shares of Series A Preferred Stock)
4,747,412 shares of Preferred Stock
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9 SOLE DISPOSITIVE POWER#
9,466,542 shares of Common Stock (including 4,747,412
shares of Common Stock receivable upon conversion
of 4,747,412 shares of Series A Preferred Stock)
4,747,412 shares of Preferred Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON #
9,466,542 shares of Common Stock (including 4,747,412
shares of Common Stock receivable upon conversion
of 4,747,412 shares of Series A Preferred Stock)
4,747,412 shares of Preferred Stock
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(#) The shares of Common Stock and Series A Preferred Stock of the Company are
purchasable by Acquisition upon exercise of an option granted to
Acquisition pursuant to a Stock Option Agreement dated as of January 14,
1998, and described in Item 3 of this report. In addition, such
shares are subject to Stockholder Agreements with certain stockholders
of the Company as described in Item 6 of this report.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3% of Common Stock
75.7% of Series A Preferred Stock
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14 TYPE OF REPORTING PERSON*
PN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $1.00 par value per
share (the "Common Stock") and the Series A preferred stock, $.50 par value
per share (the "Preferred Stock"; the Common Stock and the Preferred Stock
are sometimes referred to herein collectively as the "Company Stock"), of
MEDIQ Incorporated, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at One MEDIQ Plaza, Pennsauken,
New Jersey 08110.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly pursuant to Rule 13d-1(f)(1)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by MQ Acquisition Corporation, a Delaware corporation
("Acquisition") and Bruckmann, Rosser, Sherrill & Co., L.P., a Delaware
limited partnership ("BRS L.P."), (hereinafter referred to individually as a
"Reporting Person" and collectively as the "Reporting Persons"). The
agreement among the Reporting Persons relating to the joint filing of this
Statement is attached as Exhibit 1 hereto.
Acquisition was formed by BRS L.P. to effect the proposed
transactions described herein and has not engaged in any activities other
than those incident to its formation and such proposed transactions. BRS
L.P. is principally engaged in the business of investing in companies. BRS
Partners, L.P., a Delaware limited partnership ("BRS Partners") is the sole
general partner of BRS L.P. The sole general partner of BRS Partners is BRSE
Associates, Inc., a Delaware corporation ("BRSE"). The principal business of
BRS Partners is acting as the general partner of BRS L.P. The principal
business of BRSE is acting as the general partner of BRS Partners. Bruckmann,
Rosser, Sherrill & Co., Inc., a Delaware Corporation ("BRS") is general
manager of BRS L.P. BRS is a management company based in New York and
focuses on investing the committed capital of BRS L.P. in growth companies.
The address of the principal business and executive offices of each of
Acquisition, BRS L.P., BRS Partners, BRSE and BRS is c/o Bruckmann, Rosser,
Sherrill & Co., Inc., 126 East 56th Street, 29th Floor, New York, New York
10022.
The name, business address, present principal occupation and
citizenship of each of the directors and executive officers of Acquisition,
BRSE and BRS is contained on Schedule A attached hereto.
Bruce C. Bruckmann, Harold O. Rosser, II, Stephen C. Sherrill and
Stephen F. Edwards are the only stockholders of BRS and BRSE and, for
purposes of Rule 13d-3 under the Exchange Act, may be deemed to share in the
beneficial ownership of any Company Stock beneficially owned by the Reporting
Persons, BRS, BRSE or BRS Partners, although the foregoing individuals
disclaim beneficial ownership of any Company Stock which may be beneficially
owned by the Reporting Persons, BRS, BRSE or BRS Partners. See Item 5.
During the last five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the other persons named
in Schedule A hereto: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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, and which judgment,
decree or final order was not subsequently vacated.
Page 4 of 12 pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock Option Agreement dated January 14, 1998 (the
"Option Agreement") by and among Acquisition and certain shareholders of the
Company (the "Rotko Entities"), Acquisition has been granted an irrevocable
option (the "Option"), provided a "Purchase Event" (as defined in Section
3(c) of the Option Agreement) shall have occurred, to purchase all of the
issued and outstanding shares of Common Stock and Preferred Stock of the
Company owned, directly or indirectly, or thereafter acquired, directly or
indirectly, by the Rotko Entities, at a price per share, payable in cash,
equal to $14.50. In the Option Agreement, the Rotko Entities have represented
to Acquisition that 4,719,130 shares of Common Stock and 4,747,412 shares of
Preferred Stock are currently owned by the Rotko Entities and subject to the
Option. Acquisition may exercise the Option in whole or in part; provided
that to the extent that Acquisition exercises the Option in part and acquires
shares of Company Stock which represent a majority of the total voting power
of the Company's capital stock, on a fully-diluted basis, Acquisition has
agreed to exercise the Option in respect of 4,719,130 shares of Common Stock
and 4,747,412 shares of Preferred Stock.
The Option was granted as a condition to, and in consideration for,
Acquisition entering into the Agreement and Plan of Merger dated January 14,
1998 between Acquisition and the Company (the "Merger Agreement").
The exercise of the Option for the full number of shares currently
covered thereby would require aggregate funds of $137,264,859. It is
anticipated that, should the Option become exercisable and should Acquisition
determine to exercise the Option, Acquisition would acquire the funds for
purchase by borrowing from external credit sources (which may include Credit
Suisse First Boston, NationsBank or Banque Nationale de Paris) and/or by
issuing equity securities to BRS L.P. or other investors.
A copy of the Option Agreement is included as Exhibit 2.2 to this
Statement and is incorporated herein by this reference. The foregoing
description of the Option Agreement is qualified in its entirety by reference
to such exhibit.
ITEM 4. PURPOSE OF TRANSACTION.
In connection with the execution of the Option Agreement,
Acquisition and the Company entered into the Merger Agreement, pursuant to
which, among other matters and subject to the terms and conditions set forth
in the Merger Agreement, Acquisition will merge with and into the Company,
with the Company as the surviving corporation (the "Merger"). At the
effective time of the Merger, pursuant to the Merger Agreement, each share of
Common Stock and each share of Preferred Stock of the Company will be
converted into the right to receive (i) $13.75 per share in cash, without
interest, and (ii) 0.075 shares of Series A 13% Cumulative Compounding
Preferred Stock, par value $.01 per share of the surviving corporation,
except for shares owned directly or indirectly by Acquisition or the Company
and Dissenting Shares (as defined in the Merger Agreement) and except as
otherwise set forth in the next paragraph. The shares of Series A 13%
Cumulative Compounding Preferred Stock of the
Page 5 of 12 pages
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surviving corporation to be issued in the Merger will have a liquidation
value of $10.00 per share and will have the terms otherwise set forth in
Exhibit A to the Merger Agreement which is filed herewith as Exhibit 2.1 and
incorporated herein by reference.
In connection with, and as a condition to entering into, the Merger
Agreement, Acquisition required that the Rotko Entities enter into an
agreement (the "Rollover Agreement") attached as Exhibit B to the Merger
Agreement pursuant to which they will receive, in exchange for 1,000,000
shares of Preferred Stock held by them, a number of shares of the Common
Stock of the surviving corporation equal to 10.98% of the total outstanding
shares of Common Stock of the surviving corporation and 1,340,200 shares of
Series B 13.25% Cumulative Compounding Preferred Stock of the surviving
corporation having the terms and conditions set forth on Exhibit I to the
Rollover Agreement.
Consummation of the Merger is subject to certain conditions,
including: (i) the receipt of the approval of the Merger Agreement and the
Merger by (x) the holders of a majority of the outstanding shares of
Preferred Stock voting as a class and (y) the holders of a majority of the
total voting power of the Common Stock and the Preferred Stock, voting
together as a single class; (ii) expiration or termination of all waiting
periods applicable to the consummation of the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the
funding of committed financing; (iv) registration of the shares of Series A
13% Cumulative Compounding Preferred Stock of the surviving corporation to be
issued in the Merger under the Securities Act of 1933, as amended; (v)
performance by the Rotko Entities of their obligations under the Rollover
Agreement; (vi) reinvestment by certain members of the Company's management
of the after-tax proceeds received by them pursuant to the Merger Agreement
in respect of 1,000,000 options to acquire Company Stock held by them; and
(vii) satisfaction of certain other conditions.
Acquisition has received financing commitments for the Merger from
Credit Suisse First Boston, NationsBank and Banque Nationale de Paris, which
commitments are subject to customary conditions.
It is anticipated that members of the Company's senior management,
including Thomas E. Carroll, President and Chief Executive Officer of the
Company, will remain in place after the Merger and will also retain an equity
interest in the surviving corporation. The Merger is intended to be treated
as a recapitalization for financial reporting purposes.
A copy of the Merger Agreement is included as Exhibit 2.1 to this
Schedule 13D and is incorporated herein by this reference. The foregoing
description of the Merger Agreement is qualified in its entirety by reference
to such exhibit.
Concurrently with the execution and delivery of the Merger
Agreement, MQ Acquisition also entered into Stockholder Agreements with the
Rotko Entities as described more fully in Item 6 below.
At the effective time of the Merger, (i) the Certificate of
Incorporation and Bylaws of Acquisition shall become the Certificate of
Incorporation and Bylaws of the Company,
Page 6 of 12 pages
<PAGE>
(ii) the directors of Acquisition shall become the directors of the Company
in each case until their successors are elected or appointed and qualified
and (iii) the officers of the Company shall continue as the officers of the
Company until their successors are elected or appointed and qualified.
Other than as described above or in Item 6 or 7 below, none of the
Reporting Persons has any plans or proposals that relate to or would result
in (i) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company, (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (iii) a sale or transfer of
a material amount of assets of the Company or of any of its subsidiaries,
(iv) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (v) any material
change in the present capitalization or dividend policy of the Company, (vi)
any other material change in the Company's business or corporate structure,
(vii) changes to the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person, (viii) causing a class of securities of the Company 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 Company
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended or (x) any action
similar to those enumerated above, although subject to the provisions of the
Merger Agreement they reserve the right to develop such plans.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Assuming for purposes of this Item 5 that a Purchase Event has
occurred and Acquisition is entitled to purchase shares of Company Stock
pursuant to the Option, Acquisition would currently be entitled to purchase
4,719,130 shares of Common Stock and 4,747,412 shares of Preferred Stock, or
approximately 39.3% of the outstanding Common Stock (based upon 19,368,326
shares of Common Stock outstanding as represented by the Company in the
Merger Agreement and assuming the conversion into Common Stock of the
4,747,412 shares of Preferred Stock subject to the Option) and approximately
75.7% of the outstanding Preferred Stock (based upon 6,267,498 shares of
Preferred Stock outstanding, as represented by the Company in the Merger
Agreement). Acquisition would have sole voting power and sole dispositive
power with respect to any shares of Common Stock and Preferred Stock acquired
pursuant to the Option.
Page 7 of 12 pages
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The foregoing description of certain terms of the Option Agreement
is qualified in its entirety by reference to the Option Agreement which is
filed as Exhibit 2.2 hereto and which is incorporated herein by this
reference.
Under the definition of "beneficial ownership" as set forth in Rule
13d-3 under the Exchange Act, Acquisition may be deemed to beneficially own
the Company Stock (i) underlying the Option Agreement as more fully described
in Item 3 above or (ii) subject to the Stockholder Agreements as more fully
described in Item 6 below. Acquisition has been formed by BRS L.P. and BRS
L.P., acting through its sole general partner, BRS Partners, has the power to
direct the voting of and disposition of any shares of Company Stock
beneficially owned by Acquisition. As a result, BRS Partners may be deemed to
beneficially own any Company Stock deemed to be beneficially owned by BRS
L.P. or Acquisition. BRS Partners, acting through its sole general partner,
BRSE, has the power to direct the voting of and disposition of any shares of
Company Stock beneficially owned by BRS L.P. or Acquisition. As a result,
BRSE may be deemed to beneficially own any Company Stock deemed to be
beneficially owned by BRS Partners, BRS L.P. or Acquisition. In addition, BRS
in its capacity as general manager of BRS L.P. may be deemed to beneficially
own any Company Stock deemed to be beneficially owned by BRS L.P. or
Acquisition. Neither the filing of this Statement nor any of its contents
shall be deemed to constitute an admission that any of the foregoing persons
is the beneficial owner of the Company Stock referred to in this Item for
purposes of Section 13(d) of the Exchange Act or for any other purpose.
Except as disclosed in the Statement, to the best of the Reporting
Persons' knowledge, none of the persons listed in Item 2 hereof or on
Schedule A hereto beneficially owns any shares of Common Stock or Preferred
Stock, nor (except for the issuance of the Option) have any transactions in
Common Stock or Preferred Stock of the Company been effected during the past
60 days by any Reporting Person or, to the best knowledge of the Reporting
Persons, by any of the persons listed in Item 2 hereof or on Schedule A
hereto. In addition, no other person is known by the Reporting Persons to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities covered by this
Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Each of the Rotko Entities has entered into an agreement (the
"Stockholder Agreements") with Acquisition pursuant to which, among other
matters, such person has agreed, among other things (i) to vote all of the
shares of Common Stock and Preferred Stock beneficially owned by such person
or its affiliates or over which such person or any of its affiliates has
voting power or control to approve the Merger and the Merger Agreement, (ii)
not to vote such shares in favor of any other extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving the Company or any sale of a material amount of the assets, (iii)
not to, and not to permit any company, trust or other entity controlled by
such person to, and not to permit any of its affiliates to, contract to sell,
sell or otherwise transfer or dispose of any of such shares or any interest
therein other than pursuant to the Merger, and (iv) to grant Acquisition an
irrevocable proxy to vote such shares in accordance with the terms of the
Stockholders Agreement. The Rotko Entities are estimated to have voting
power over approximately 75.7% of the outstanding shares of Preferred Stock,
based upon 6,267,498 shares of Preferred Stock outstanding as represented by
the Company in the Merger Agreement, and 63.6% of the total voting power of
the Company's Common Stock and Preferred Stock voting together as a single
class, based upon 19,368,326 shares of Common Stock and 6,267,498 shares of
Preferred Stock outstanding, as represented by the Company in the Merger
Agreement. Copies of the Stockholders Agreements are filed as Exhibits
2.3, 2.4, 2.5 and 2.6 hereto and are incorporated herein by this reference.
The foregoing description of the Stockholder Agreements is qualified in its
entirety by reference to such exhibits. Acquisition may hereafter enter into
similar agreements with other holders of Common Stock or Preferred Stock.
A copy of the Merger Agreement is filed as Exhibit 2.1 to this
Statement and is incorporated herein by this reference. See Item 4.
A copy of the Stock Option Agreement is filed as Exhibit 2.2 to this
Statement and is incorporated herein by this reference. See Items 3 and 5.
Page 8 of 12 pages
<PAGE>
Also filed herewith as Exhibits 2.7 and 2.8 are certain agreements
of Acquisition and BRS with respect to the capitalization of Acquisition,
which exhibits are incorporated herein by reference.
To the extent such information was available on the date hereof, to
the knowledge of each Reporting Person on the date hereof, except as set
forth herein or in the Exhibits filed herewith, none of the persons named in
Item 2 or on Schedule A hereto has any other contracts, arrangements,
understandings or relationships (legal or otherwise) with any person and with
respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Page 9 of 12 pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1 Joint Filing Agreement by and among MQ Acquisition Corporation,
and Bruckmann, Rosser, Sherrill & Co., L.P.,
Exhibit 2.1 Agreement and Plan Merger, dated January 14, 1998 between MQ
Acquisition Corporation and MEDIQ Incorporated, incorporated by
reference to Exhibit 2.1 of the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission of
January 21, 1998.
Exhibit 2.2 Stock Option Agreement dated January 14, 1998 by and among MQ
Acquisition Corporation and the stockholders named therein,
incorporated by reference to Exhibit 2.2 of the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 2.3 Stockholder Agreement dated January 14, 1998 by and between MQ
Acquisition Corporation and the stockholder named therein,
incorporated by reference to Exhibit 2.3 of the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 2.4 Stockholder Agreement dated January 14, 1998 by and between MQ
Acquisition Corporation and the stockholder named therein,
incorporated by reference to Exhibit 2.4 of the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 2.5 Stockholder Agreement dated January 14, 1998 by and between MQ
Acquisition Corporation and the stockholder named therein,
incorporated by reference to Exhibit 2.5 of the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 2.6 Stockholder Agreement dated January 14, 1998 by and between MQ
Acquisition Corporation and the stockholder named therein,
incorporated by reference to Exhibit 2.6 of the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 21, 1998.
Exhibit 2.7 Letter Agreement dated January 14, 1998 between Bruckmann,
Rosser, Sherrill & Co., Inc. and MEDIQ Incorporated, incorporated
by reference to Exhibit 2.7 of the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
January 21, 1998.
Exhibit 2.8 Commitment Letter dated January 14, 1998 between Bruckmann,
Rosser, Sherrill LP and MQ Acquisition Corporation, incorporated
by reference to Exhibit 2.8 of the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
January 21, 1998.
Page 10 of 12 pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct. In executing this statement, the
undersigned agree, to the extent required by Rule 13d-1(f), that this
statement is being filed on behalf of each of the Reporting Persons herein.
January 22, 1998 MQ ACQUISITION CORPORATION
By: /s/ Bruce C. Bruckmann
--------------------------------
Bruce C. Bruckmann
President
BRUCKMANN,ROSSER,SHERRILL & CO., L.P.
By: BRS PARTNERS, L.P., its general partner
By: BRSE Associates, Inc., its general partner
By: /s/ Bruce C. Bruckmann
--------------------------------
Bruce C. Bruckmann
Managing Director
Page 11 of 12 pages
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS:
BRUCKMANN, ROSSER, SHERRILL & CO., INC.
Name Office
- ---- ------
Bruce C. Bruckmann Executive Vice President
Stephen F. Edwards Executive Vice President
Harold O. Rosser, II Executive Vice President
Stephen C. Sherrill Executive Vice President
Paul D. Kaminski Chief Financial Officer
Messrs. Bruckmann, Edwards, Rosser and Sherrill are the directors of
Bruckmann, Rosser, Sherrill & Co., Inc.
BRSE ASSOCIATES, INC.
Name Office
- ---- ------
Bruce C. Bruckmann Managing Director and Executive Vice President,
Assistant Secretary and Assistant Treasurer
Stephen F. Edwards Vice President, Treasurer and Secretary
Harold O. Rosser, II Managing Director and Executive Vice President,
Assistant Secretary and Assistant Treasurer
Stephen C. Sherrill Managing Director and Executive Vice President,
Assistant Secretary and Assistant Treasurer
Messrs. Bruckmann, Edwards, Rosser and Sherrill are the directors of BRSE
Associates, Inc.
MQ ACQUISITION CORPORATION
Name Office
- ---- ------
Bruce C. Bruckmann President, Secretary, Treasurer and Director
Stephen C. Sherrill Vice President
Each of the foregoing persons is a citizen of the United States and has his
business address at:
126 East 56th Street, 29th Floor
New York, NY 10022
Page 12 of 12 pages
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EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed and on behalf of each of us.
January 22, 1998 MQ ACQUISITION CORPORATION
By: /s/ Bruce C. Bruckmann
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Bruce C. Bruckmann
President
BRUCKMANN,ROSSER,SHERRILL & CO., L.P.
By: BRS PARTNERS, L.P., its general partner
By: BRSE Associates, Inc., its general partner
By: /s/ Bruce C. Bruckmann
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Bruce C. Bruckmann
Managing Director
