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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report - June 15, 1999
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(Date of earliest event reported)
MEDIQ Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 1-8147 51-0219413
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(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file Number) identification no.)
One MEDIQ Plaza, Pennsauken, NJ 08110
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(Address of principal executive offices)
(609) 662-3200
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Telephone number
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Item 2. Acquisition of Business
On June 15, 1999, MEDIQ Incorporated ("the Company"), through its wholly owned
subsidiary MEDIQ/PRN Life Support Services, Inc. ("MEDIQ/PRN"), acquired all of
the issued and outstanding common stock of HTD Corporation ("HTD") pursuant to
an Agreement and Plan of Merger ("Agreement") dated June 14, 1999. Total
consideration paid by the Company was approximately $59.7 million, comprising
$49.7 million in cash and $10 million aggregate value of capital stock of the
Company. The Company's capital stock issued consisted of 44,225 shares of Common
Stock, 513,548 shares of Series A 13.0% Cumulative Compounding Preferred Stock,
143,303 shares of Series B 13.25% Cumulative Compounding Perpetual Preferred
Stock and 264,438 shares of Series C 13.5% Cumulative Compounding Preferred
Stock. Funding of the cash consideration was provided by MEDIQ/PRN's acquisition
and revolving credit facilities under its existing credit agreement with a
syndicate of banks led by Banque Nationale de Paris and working capital. Under
the terms of the Agreement, the aggregate purchase consideration paid by the
Company is subject to reduction based upon certain equipment values determinable
within 30 days from the date of acquisition. The Agreement also contains
customary representations, warranties, covenants and indemnity provisions.
Following the acquisition, HTD was merged into MEDIQ/PRN. For accounting
purposes, the acquisition was effective May 28, 1999.
HTD specialized in sales of disposable products, rentals of moveable medical
equipment and biomedical repair services to the acute care, alternate care and
home care marketplace. Contemporaneously with the Company's acquisition of HTD,
HTD sold to PrimeSource Surgical, Inc. all of the issued and outstanding common
stock of its subsidiaries that specialize in the acute care distribution
business
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by Rule 3.05 of Regulation S-X are not
included herein. These financial statements will be filed in an amendment to
this Form 8-K on or before August 30, 1999.
(b) Pro Forma Financial Information
The pro forma financial information required by Article 11 of Regulation S-X is
not included herein. This information will be filed in an amendment to this Form
8-K on or before August 30, 1999.
(c) Exhibits
Exhibit 2 - Agreement and Plan of Merger dated June 14, 1999
(Incorporated herein by reference to Exhibit 2 of the
Current Report on Form 8-K of MEDIQ/PRN Life Support
Services, Inc. filed June 28, 1999.)
Exhibit 99.1 - Press Release dated June 15, 1999
(Incorporated herein by reference to Exhibit 99.1 of the
Current Report on Form 8-K of MEDIQ/PRN Life Support
Services, Inc. filed June 28, 1999.)
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MEDIQ Incorporated
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIQ Incorporated
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(Registrant)
June 28, 1999 /s/ Jay M. Kaplan
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(Date) Jay M. Kaplan
Senior Vice President-Finance,
Treasurer and Chief Financial Officer
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