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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. 1)*
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)
March 30, 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 6 pages
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SCHEDULE 13D
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CUSIP NO. 584906 10 1 (Common Stock) Page 2 of 6 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 6 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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AMENDMENT NO. 1 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK
AND PREFERRED STOCK OF
MEDIQ INCORPORATED
MQ Acquisition Corporation ("Acquisition") and Bruckmann, Rosser, Sherrill
& Co., L.P. ("BRS" and collectively with Acquisition, the "Reporting
Persons") hereby file this Amendment No. 1 ("Amendment No. 1") to the
statement on Schedule 13D filed January 26, 1998, with respect to the
beneficial ownership of the Common Stock, par value $1.00 per share (the
"Common Stock") and the Series A Preferred Stock, par value $.50 per share
(the "Preferred Stock"; the Common Stock and Preferred Stock are sometimes
collectively referred to herein as the "Company Stock") of MEDIQ
Incorporated, a Delaware corporation (the "Company").
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to include, prior to the last paragraph of such
item, the following:
On March 30, 1998, Robert T. Thompson and L. John Wilkerson consented to
the references to them becoming directors of the Company appearing in the
Registration Statement of the Company on Form S-4. BRS expects that the Board
of Directors of the surviving corporation following the Merger will be
comprised of Thomas E. Carroll, Bruce C. Bruckmann, Stephen C. Sherrill,
Robert T. Thompson, L. John Wilkerson, and one individual to be named by the
Rotko Entities and may include other individuals to be determined by BRS.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to include the following:
Ferrer Freeman Thompson & Co., LLC ("FFT") and Galen Partners III
("Galen") have each committed to an affiliate of BRS to invest up to $30
million and $20 million, respectively, in securities of MQ which will be
converted in the Merger into a combination of equity securities of the
Company. The amount of such investments, together with the investment by the
affiliates of FFT and Galen shall in no event be less than $20 million and
$15 million, respectively. Such investments will be made on a pari passu
basis with the investment by BRS.
In the event the Merger is consummated, any transaction and management
fees payable by the Company and its subsidiaries will be shared among BRS,
FFT and Galen. With respect to any such fees, BRS shall be entitled to the
first 25% thereof, and each of BRS, FFT and Galen shall be entitled to a pro
rata share of the balance (based on the amounts actually invested by BRS, FFT
Page 4 of 6 Pages
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and Galen in the securities of Acquisition), provided that BRS in its sole
discretion may modify the allocation of any management fees at any time after
the first anniversary of the Effective Time.
In the event the Merger is not consummated, any break-up fees (or profit
in connection with the Stock Option Agreement) entitled to be received by BRS
pursuant to the Merger Agreement and any unreimbursed expenses or losses of
BRS, shall be shared as follows: (i) BRS shall be entitled to the first 25%
of any amounts remaining after payment to FFT and Galen of any out-of-pocket
expenses incurred and paid by FFT or Galen in connection with the Merger, and
(ii) BRS, FFT and Galen shall share the balance thereof 60%, 24% and 16%,
respectively.
The investments of FFT and Galen are conditioned upon, among other
things, negotiation of definitive documentation, including a stockholders
agreement providing, among other things, each of FFT and Galen with
representation on the Board of Directors of the Company and the fulfillment
to MQ's reasonable satisfaction of all of the conditions to MQ's obligations
under the Merger Agreement.
Copies of the foregoing commitment letters are filed as Exhibit 2.9 and
2.10 to this statement and are incorporated herein by this reference. The
foregoing description of the commitment letters is qualified in its entirety
by reference to such exhibits.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to include the following:
Exhibit 2.9 Commitment Letter dated January 14, 1998 by and between Ferrer
Freeman Thompson & Co. and Bruckmann, Rosser, Sherrill & Co.,
Inc., incorporated by reference to Exhibit (b)(3) of Amendment
No. 1 to Schedule 13E-3 filed with Securities and Exchange
Commission on March 31, 1998.
Exhibit 2.10 Commitment Letter dated January 14, 1998 by and between Galen
Associates and Bruckmann, Rosser, Sherrill & Co., Inc.,
incorporated by reference to Exhibit (b)(4) of Amendment No. 1
to Schedule 13E-3 filed with Securities and Exchange Commission
on March 31, 1998.
Exhibit 2.11 Senior Secured Credit Facilities Commitment Letter dated
February 2, 1998 by and between Credit Suisse First Boston,
NationsBank, N.A., Banque Nationale de Paris and Bruckmann,
Rosser, Sherrill & Co., Inc., incorporated by reference to
Exhibit (a)(1) of Schedule 13E-3 filed with the Securities and
Exchange Commission on February 13, 1998.
Exhibit 2.12 Bridge Loan Commitment Letter dated February 2, 1998 by and
between Credit Suisse First Boston, NationsBridge, L.L.C. and
Bruckmann, Rosser, Sherrill & Co., Inc., incorporated by
reference to Exhibit (a)(2) of Amendment No. 1 to
Schedule 13E-3 filed with Securities and Exchange Commission on
March 31, 1998.
Page 5 of 6 Pages
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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.
April 1, 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
Page 6 of 6 pages
