SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Year Ended December 31, 1999
Commission File Number: 1-8147
MEDIQ Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 51-0219413
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 662-3200
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Annual Report for Year Ended
December 31, 1999
MEDIQ Incorporated Employees' Savings Plan
------------------------------------------
(Full Title of the Plan)
One MEDIQ Plaza, Pennsauken, New Jersey 08110
---------------------------------------------
(Address of the Plan)
MEDIQ Incorporated, One MEDIQ Plaza, Pennsauken, New Jersey 08110
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(Issuer and address of principal executive office)
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Independent Auditors' Report
To the Trustees of
MEDIQ Incorporated Employees' Savings Plan
Pennsauken, New Jersey
We have audited the accompanying statements of assets available for benefits of
the MEDIQ Incorporated Employees' Savings Plan (the "Plan") as of December 31,
1999 and 1998, and the related statements of changes in assets available for
benefits for the years ended December 31, 1999 and 1998, and the three months
ended December 31, 1997. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the assets available for benefits of the Plan as of December 31, 1999
and 1998, and the changes in assets available for benefits for the years ended
December 31, 1999 and 1998, and the three months ended December 31, 1997, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1999, and reportable
transactions for the year then ended, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. Such supplemental schedules have been
subjected to the auditing procedures applied in our audit of the basic 1999
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 16, 2000
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MEDIQ Incorporated Employees Savings Plan
Statement of Assets Available for Benefits
December 31,
-------------------------------
1999 1998
----------- -----------
ASSETS:
Investments $26,216,000 $18,754,000
Receivables:
Employer contributions 14,000 13,000
Participant contributions 72,000 60,000
Participant loans 606,000 427,000
Due from HTD plan 14,000 0
----------- -----------
Total receivables 706,000 500,000
----------- -----------
ASSETS AVAILABLE FOR BENEFITS $26,922,000 $19,254,000
=========== ===========
See accompanying notes to the financial statements
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MEDIQ Incorporated Employees Savings Plan
Statement of Changes in Assets Available for Benefits
Year Ended
December 31,1999
----------------
ADDITIONS:
Investment income:
Net appreciation in fair value
of investments (see Note D) $ 2,083,000
Interest 160,000
-----------
2,243,000
-----------
Contributions:
Participant 2,224,000
Employer 320,000
-----------
2,544,000
-----------
Other:
HRA plan merger 269,000
HTD plan merger 5,205,000
-----------
5,474,000
-----------
Total additions 10,261,000
-----------
DEDUCTIONS:
Benefits paid to participants 2,592,000
Other Deductions 1,000
-----------
Total deductions 2,593,000
-----------
Net increase 7,668,000
ASSETS AVAILABLE FOR BENEFIT:
Beginning of year 19,254,000
-----------
End of year $26,922,000
===========
See accompanying notes to the financial statements
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MEDIQ Incorporated Employees Savings Plan
Statement of Changes in Assets Available for Benefits
Year Ended
December 31,1998
----------------
ADDITIONS:
Investment income:
Net appreciation in fair value
of investments (see Note D) $ 2,274,000
Interest 154,000
-----------
2,428,000
-----------
Contributions:
Participant 2,058,000
Employer 293,000
-----------
2,351,000
-----------
Total additions 4,779,000
-----------
DEDUCTIONS:
Benefits paid to participants 3,062,000
-----------
Net increase 1,717,000
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 17,537,000
-----------
End of year $19,254,000
===========
See accompanying notes to the financial statements
6
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MEDIQ Incorporated Employees Savings Plan
Statement of Changes in Assets Available for Benefits
Three Months Ended
December 31,1997
------------------
ADDITIONS:
Investment income:
Net appreciation in fair value
of investments (see Note D) $ 1,288,000
Interest 22,000
-----------
1,310,000
-----------
Contributions:
Participant 386,000
Employer 60,000
-----------
446,000
-----------
Total additions 1,756,000
-----------
DEDUCTIONS:
Benefits paid to participants 429,000
-----------
Net increase 1,327,000
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 16,210,000
-----------
End of year $17,537,000
===========
See accompanying notes to the financial statements
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MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
YEAR ENDED DECEMBER 31, 1998
THREE MONTHS ENDED DECEMBER 31, 1997
A. Significant Accounting Policies
The financial statements of the MEDIQ Incorporated Employees' Savings Plan
(the "Plan") are presented on the accrual basis of accounting. Investments
are stated at their fair value. Fair value of investments is based on
quoted market prices as of the last trading day of the Plan year. Dividends
and interest are recorded when earned. Employee and employer contributions
are recorded in the period to which they are applicable. Benefit payments
are recorded when paid. Brokerage commissions and other expenses incurred
in connection with the purchase or sale of securities, are charged directly
to the Plan. All other costs and expenses of the Plan are paid for by MEDIQ
Incorporated ("MEDIQ" or the "Company"). Should the Company elect not to
pay administrative expenses, such expenses will be paid by the Plan.
The preparation of the Plan's financial statements in conformity with
accounting principles generally accepted in the United States of America
necessarily requires Plan management to make estimates and assumptions.
These estimates and assumptions, which may differ from actual results, will
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the Plan's financial
statements, as well as the reported amounts of changes in net assets
available for benefits during the period.
B. Plan Description
The following is not intended to be a complete description of the Plan.
Plan participants should refer to the Plan documents for a complete
description of the Plan. The original effective date of the Plan was
October 1, 1983. The Plan was amended in its entirety effective as of April
1, 1999. Effective April 1, 1999, employees are eligible to join the Plan
beginning on their hire date. Participants may contribute to the Plan from
1% to 18% of their salaries to be invested, as they choose, in the various
funds described in Note C. If the participant is deemed a highly
compensated employee, the Plan limits the contribution to 6%.
The Plan provides that the Company shall make a matching contribution equal
to $.50 for each $1.00 contributed by a participant, subject to certain
limitations. The Company's matching contribution is made in cash and is
invested according to each participant's pre-tax contribution allocation.
A participant's accrued benefit is at all times fully vested and
nonforfeitable.
Distributions from the funds, with the exception of the stock fund, are
made in cash. Distributions from the stock fund are in the form of the
securities held or cash.
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C. Investment Options
Participant contributions are invested in accordance with the written
directions of the participant in one or more of the following funds:
1. Vanguard Prime Money Market Fund: Seeks to provide high income and a
stable share price of $1 investing in short-term, high-quality money
market instruments issued by financial institutions, non-financial
corporations, the U.S. government, and federal agencies.
2. Vanguard Windsor Fund: Seeks to provide long-term growth of capital
and income by investing in stocks believed to be undervalued by the
market. It focuses on stocks selling at prices that seem low in
relation to such factors as past earnings, potential growth, and
dividend payments.
3. Vanguard Wellington Fund: Seeks to provide income and a long-term
growth of capital without undue risk to capital by investing about 65%
of its assets in stocks and the remaining 35% in bonds.
4. Vanguard GNMA Fund: Seeks to provide a high and sustainable level of
interest income by investing in a broad range of mortgage-backed
securities issued by the Government National Mortgage Association
("GNMA"), an agency of the U.S. government.
5. Vanguard 500 Index Fund: Seeks to provide long-term growth of capital
and income from dividends by holding all of the 500 stocks that make
up the Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of the U.S. Stock Market performance.
6. Vanguard Growth Index Fund: Seeks to provide long-term growth of
capital by holding all of the stocks in the unmanaged Standard &
Poor's/BARRA Growth Index in approximately the same proportions as
those stocks represent in the index.
7. Vanguard U.S. Growth Index Fund: Seeks to provide long-term growth of
capital by investing in large, high-quality, seasoned U.S. companies
with exceptional growth and above-average prospects for future growth.
8. Vanguard International Growth Fund: Seeks to provide long-term growth
of capital by investing in stocks of high quality seasoned companies
based outside the United States. Stocks are selected from more than 15
countries.
9. MEDIQ Series A Preferred Stock Fund: The assets of the stock fund,
including earnings thereon, are invested in the Company's Series A
preferred stock. The shares are a result of the company merger that
was completed May 29, 1998. No additional shares will be purchased by
the Plan. A brokerage firm in the normal course of business, sells
such stock to meet distribution requirements of the Plan. Also
included in the stock fund is a small portion invested in short term
reserves to help accommodate daily transactions.
Pursuant to the Plan, the selection of investment options is the sole
responsibility of each participant. Neither the trustees nor the Company have
any responsibility to select investment options or to advise participants in
selecting their investment options. Subject to applicable provisions of law,
each participant assumes all risks connected with any decrease in the market
value of any securities in these funds, and distributions from such funds are
the sole source of payments made to participants under the Plan.
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D. Investments
As of December 31, 1999 and December 31, 1998 the Vanguard Prime Money
Market Fund, Vanguard GNMA Fund, Vanguard Wellington Fund, Vanguard Windsor
Fund, Vanguard 500 Index Fund, Vanguard Growth Index Fund and the Vanguard
U.S. Growth Fund, individually represent 5% or more of net assets available
for benefits.
December 31,
------------
1999 1998
---- ----
Prime Money Market Fund $8,220,000 $2,836,000
GNMA Fund 1,044,000 1,029,000
Wellington Fund 3,811,000 4,036,000
Windsor Fund 6,641,000 7,117,000
500 Index Fund 2,744,000 1,938,000
Growth Index Fund 1,645,000 496,000
U.S. Growth Fund: 1,544,000 880,000
The Vanguard Prime Money Market Fund is comprised of 8,219,748 shares with
a fair value of $1.00 per share at December 31, 1999 and 2,835,997 shares
at $1.00 per share at December 31, 1998.
The Vanguard GNMA Fund is comprised of 105,930 shares with a fair value of
$9.86 per share at December 31, 1999 and 98,454 shares at $10.45 per share
at December 31, 1998.
The Vanguard Wellington Fund is comprised of 136,286 shares with a fair
value of $27.96 per share at December 31,1999 and 137,518 shares with a
fair value of $29.35 per share at December 31, 1998.
The Vanguard Windsor Fund is comprised of 437,788 shares with a fair value
of $15.17 per share at December 31, 1999 and 457,081 shares with a fair
value of $15.57 per share at December 31, 1998.
The Vanguard 500 Index Fund is comprised of 20,273 shares with a fair value
of $135.33 per share at December 31, 1999 and 17,006 shares at $113.95 per
share at December 31, 1998.
The Vanguard Growth Index Fund is comprised of 41,724 shares with a fair
value of $39.43 per share at December 31, 1999 and 15,668 shares at $31.68
per share at December 31, 1998.
The Vanguard U.S. Growth Fund is comprised of 35,473 shares with a fair
value of $43.53 per share at December 31, 1999 and 23,464 shares at $37.49
per share at December 31, 1998.
Investment income is accrued as earned. The net appreciation or
depreciation in fair value of investments represents the change in the fair
value during the periods as a result of reinvested dividends or
appreciation or depreciation in the underlying securities in the various
funds except to the extent of gains or losses realized on investments sold
during the year.
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D. Investments (continued)
During the years ended December 31, 1999 and December 31, 1998, the Plan's
investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated (depreciated) in value as
follows:
December, 31
------------
1999 1998
---- ----
Mutual funds $2,154,000 $ 697,000
Common Stocks (71,000) 1,577,000
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$2,083,000 $ 2,274,000
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E. Loans
A participant may be granted a loan at the discretion of the Plan
Administrator in accordance with the Plan document and current IRS
regulations. Loans shall be repaid in equal installments of principal and
interest over a period and at rates designated by the Plan.
F. Withdrawals
The Plan allows three types of withdrawals: age 59 1/2, rollover and
hardship. In order to obtain a hardship withdrawal, a participant must
exhaust the possibility of all other distributions (other than hardship
withdrawals) under the Plan. Upon receiving a hardship distribution, a
participant is suspended from making contributions to the Plan for one
year.
G. Administration of the Plan
The Plan is administered by MEDIQ. The Company has fiduciary responsibility
for the general operations of the Plan and may interpret provisions of the
Plan. The Company does not have any responsibilities with respect to the
investment of Plan assets.
The Plan's trustees are appointed by the Board of Directors of the Company
for the current year and may resign or be removed at any time. The Company
indemnifies such trustees to the extent determined by its Board of
Directors. Effective January 1, 1997 the Board of Directors of the Company
appointed Vanguard Fiduciary Trust Company as Trustee for the Plan.
Under the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), each of the above individuals is a "party-in-interest".
Although the Company expects to continue the Plan, the right to amend or
terminate the Plan is reserved. In the event of Plan termination, the net
assets of the Plan would be allocated as required by ERISA, as amended.
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H. Federal Tax Considerations
The Plan Administrator received a determination letter dated February 22,
1996 from the Internal Revenue Service ("IRS") that the Plan meets the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Plan has since been amended April 1, 1999 and the
Company is in the process of filing with the IRS a request for a new
determination letter. The Plan Administrator believes that the Plan is in
compliance with the applicable requirements of the Code, and that the
Plan's related trust is exempt from federal income tax under the provisions
of Section 501(a) of the Code. As a result, employer matching contributions
and employee contributions, as well as earnings on all Plan assets, are
generally not subject to federal income tax until distributed from the
Plan.
The Plan has not yet completed the nondiscrimination requirements of
Section 401(k) and 401(m) of the Code for the year ended December 31, 1999.
The Plan has met the nondiscrimination requirements of Section 401(k) and
401(m) of the Code for the year ended December 31, 1998.
I. Acquisitions
On June 15, 1999 the Company purchased all of the issued and outstanding
common stock of HTD and certain of its subsidiaries. MEDIQ successfully
merged the assets of the HTD 401(k) Profit Sharing Plan into the MEDIQ
Employees' Savings Plan on December 1, 1999. Two Hundred Eighty Seven
participants with assets of $5,205,000 was transferred to the trustee.
Participants who were retained by MEDIQ were eligible to enroll in the Plan
effective July 1, 1999. Participants who no longer were employed by MEDIQ
were given the option to receive a distribution from the Plan.
On February 2, 1999 the Company purchased all of the issued and outstanding
common stock of Hospital Rental of America (HRA). MEDIQ successfully merged
the assets of the Hospital Rental of America, Inc. 401(k) Profit Sharing
Plan into the MEDIQ Employees' Savings Plan on August 31, 1999. Twenty four
participants with assets of $269,000 was transferred to the trustee. Those
participants who were retained by MEDIQ were eligible to enroll in the Plan
effective April 1, 1999. Participants who were no longer employed by MEDIQ
were given the option to receive a distribution from the Plan.
On May 29, 1998 the Company purchased specified assets and rights from CH
Industries, Inc. MEDIQ retained 161 employees from CH Industries. These
employees were treated as new hires with the Company and were subject to
the one-year wait for eligibility. The employees were eligible to rollover
their 401k funds on an individual basis. Nineteen former CH Industries
employees elected to rollover $307,806 into the Plan during the plan year.
On June 26, 1998 the Company acquired certain assets of National Patient
Care Systems, Inc. ("NPC"). MEDIQ retained 38 employees from NPC. These
employees were treated as new hires with the Company and were subject to
the one-year wait for eligibility. The employees were eligible to rollover
their 401k funds on an individual basis. Sixteen former NPC employees
elected to rollover $216,616 into the Plan during the plan year.
J. Change In Plan Year
On September 30, 1997 the Board of Directors of MEDIQ approved the change
of the Plan Trust Year from fiscal year, September 30th, to calendar year,
December 31st effective October 1, 1997.
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K. Ownership Change
On May 29, 1998, the Company announced that, pursuant to the terms of a
definitive agreement and plan of merger (the "Merger Agreement"), MQ
Acquisition Corporation ("Acquirer"), a Delaware corporation formed by
Bruckmann, Rosser, Sherrill & Co., L.P., has entered into a transaction
with the Company whereby Acquirer merged with and into the Company (the
"Merger"), with the Company being the Surviving Corporation in the Merger
(the "Surviving Corporation"). In the Merger, holders of the Company's
outstanding Common Stock and Preferred Stock are entitled to receive, in
exchange for each outstanding share of Common Stock or Preferred Stock,
$13.75 in cash, without interest, and 0.075 of a share of a newly created
Series A 13% Cumulative Compounding Preferred Stock, par value $.01 per
share (the "13% Senior Preferred Stock") of the Surviving Corporation. The
13% Senior Preferred Stock has a liquidation preference of $10.00 per
share.
L. Adoption of New Accounting Standard
The Plan has elected early adoption of Statement of Position 99-3,
"Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters", "(SOP 99-3)" as of December 31,
1999. SOP 99-3, among other things, eliminates the requirement to present
"by fund" information for participant directed investments. As a result,
such "by fund" information for years ended December 31, 1998 and the three
months ended December 31, 1997 has been eliminated.
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MEDIQ INCORPORATED EMPLOYEES' SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
Current
Fund Identity of Issue Shares Cost(1) Value
---- ----------------- ------ ------- -------
<S> <C> <C> <C> <C>
Savings Vanguard Money Market Fund 8,219,748 $ 8,219,748 $ 8,219,748
Equity Vanguard Windsor Fund 437,788 7,397,284 6,641,245
Vanguard U.S. Growth Fund 35,473 1,299,561 1,544,153
Balanced Vanguard Wellington Fund 136,286 3,932,725 3,810,543
Fixed Income Vanguard GNMA Fund 105,930 1,096,501 1,044,466
Index Vanguard 500 Index Fund 20,273 2,211,727 2,743,592
Vanguard Index Growth Fund 41,724 1,365,604 1,645,193
International Vanguard International Growth Fund 23,296 457,346 523,917
Stock MEDIQ Series A Preferred Fund * 29,019 285,125 43,529
Loan Participant Loans (bearing interest at 7.75%-12.5%,
maturity ranging from 1 year to 30 years) 605,664 605,664
----------- ------------
TOTAL INVESTMENTS $26,871,285 $ 26,822,051
=========== ============
</TABLE>
(1) The cost basis for the Windsor Fund, Wellington Fund, and GNMA Fund were
restated based on the market value as of January 1, 1997. The Company
appointed Vanguard Fiduciary Trust Company as trustee and recordkeeper
effective January 1, 1997. This change also allowed the Company to provide
daily valuation to participants. Due to this conversion, the funds of the
Windsor, Wellington, and GNMA funds were transferred to participants'
individual accounts.
*Indicates party-in-interest to the Plan.
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MEDIQ INCORPORATED EMPLOYEE'S SAVINGS PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
Individual Transactions involving an amount in excess of 5% of beginning plan
asset value:
<TABLE>
<CAPTION>
Identity of Cost of Number of Proceeds Net Gain
Party Involved Identity of Issue Assets Shares from Sales (Loss)
-------------- ----------------- ------- --------- ---------- --------
<S> <C> <C> <C>
Vanguard Money Market Fund $4,210,176 4,210,176
</TABLE>
15
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MEDIQ INCORPORATED EMPLOYEE'S SAVINGS PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31,1999
--------------------------------------------------------------------------------
Series of Transactions involving an amount in excess of 5% of beginning plan
asset value:
<TABLE>
<CAPTION>
Identity of Cost of Number of Proceeds Number Net Gain
Party Involved Identity of Issue Assets Purchases from Sales of Sales (Loss)
-------------- ----------------- ------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Wellington Fund $ 939,390 $ 978,353 106 $ 38,963
Vanguard Windsor Fund $ 2,146,824 $2,138,861 110 $ (7,963)
Vanguard Windsor Fund $ 1,703,332 73
Vanguard Money Market Fund $ 5,949,206 $5,949,206 104 $ 0
Vanguard Money Market Fund $ 11,332,935 199
Vanguard 500 Index Fund $ 1,167,885 $1,257,615 87 $ 89,730
Vanguard 500 Index Fund $ 1,678,062 117
Vanguard Growth Index Fund $ 5,621,824 115
Vanguard Growth Index Fund $ 4,693,178 $4,799,528 53 $106,351
</TABLE>
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
MEDIQ Incorporated
------------------
(Registrant)
Date: June 28, 2000 By: /s/ Kenneth. K. Kreider
------------- ----------------------------------------
Kenneth K. Kreider
Senior Vice President - Finance and
Chief Financial Officer
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused the annual report included in this filing to be
signed on their behalf by the undersigned, hereunto duly authorized.
MEDIQ Incorporated
Employees' Savings Plan
(Plan)
Date: June 28, 2000 By: /s/ Kenneth K. Kreider
------------- ----------------------------------------
Kenneth K. Kreider
Senior Vice President - Finance and
Chief Financial Officer
MEDIQ Incorporated
17
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to Registration
Statement No. 33-16802 of MEDIQ Incorporated on Form S-8 of our report dated
June 16, 2000, appearing in this annual report on Form 11-K of MEDIQ
Incorporated Employees' Savings Plan for the plan year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 28, 2000
18
