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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NUTRAMAX PRODUCTS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
67061A 30 0
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(CUSIP Number)
F. Douglas Raymond, III
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107
(215) 988-2700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 1996
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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 / /.
Check the following box if a fee is being paid with the statement / /, (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* 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>
SCHEDULE 13D
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CUSIP No. 67061A 30 0 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MEDIQ Investment Services, Inc.
IRS Identification No. 51-0261761*
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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*
00
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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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH --------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER
WITH
4,037,258
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
4,037,258
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,037,258
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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)
47.34%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The statement on Schedule 13D (the "Original Schedule 13D")
dated August 5, 1991 and amended as of September 3, 1991, filed with the
Securities and Exchange Commission by MEDIQ Investment Services, Inc. ("MIS"), a
Delaware corporation and a wholly-owned subsidiary of MEDIQ Incorporated
("MEDIQ"), a Delaware corporation, with respect to ownership of Common Stock (as
herein defined) of Nutramax Products, Inc., which stock is beneficially owned by
MEDIQ through MIS, is hereby amended and restated in its entirety as follows.
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001
per share (the "Common Stock"), of NutraMax Products, Inc. (the "Issuer"). The
Issuer is a Delaware corporation and has its principal executive offices located
at 9 Blackburn Drive, Gloucester, Massachusetts 01930.
Item 2. Identity and Background.
The Reporting Person for this statement is MIS, a Delaware
corporation and a wholly-owned subsidiary of MEDIQ, a Delaware corporation, with
its principal offices at One MEDIQ Plaza, Pennsauken, New Jersey 08110. MEDIQ,
through its operating subsidiaries, operates the largest movable critical care
and life support medical equipment rental business in the United States, renting
a wide variety of equipment for use by acute care hospitals, alternative care
facilities, nursing homes and home health care companies. The names, business or
residence addresses and present principal occupations of the directors and
executive officers of the Reporting Person, each of whom is a United States
citizen, is attached on Schedule I. During the last five years neither the
Reporting Person nor such persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); and have not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree of 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.
On July 25, 1990, MEDIQ acquired 4,931,319 shares of Common
Stock as a result of the merger of the Issuer and Aid-Pack, Inc., which was a
wholly-owned subsidiary of MEDIQ. On May 1, 1991, MEDIQ returned 144,061 shares
of Common Stock to the Issuer pursuant to certain conditions of such merger,
resulting in MEDIQ's beneficial ownership being reduced to 4,787,258 shares. On
July 31, 1991, MEDIQ transferred record ownership of its shares of Common Stock
to MIS. In August, 1991, in connection with a public offering by the Issuer of
its Common Stock, MIS sold 750,000 Shares in the public offering. As of the date
hereof, MEDIQ has beneficial ownership and MIS has record ownership of 4,037,238
shares of Common Stock.
Item 4. Purpose of Transaction.
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<PAGE>
The shares of Common Stock owned by MIS were acquired for
investment purposes.
On July 30, 1993, MEDIQ issued its 7 1/2% Exchangeable
Subordinated Debentures due 2003 (the "Subordinated Debentures") which are, by
their terms, exchangeable into shares of Common Stock of the Issuer owned by
MEDIQ at an exchange ratio initially equal to 65.3595 shares of Common Stock of
the Issuer for each $1,000 principal amount of Subordinated Debentures
exchanged. Of the 4,037,258 shares of Common Stock owned by Seller, 2,254,902
shares are held in escrow (the "Escrowed Shares") for possible exchange with the
Subordinated Debentures pursuant to that certain Indenture dated as of July 30,
1993 between MEDIQ and First Fidelity Bank, N.A. Pennsylvania (the "Indenture")
and that certain Escrow Agreement dated July 30, 1993 among MEDIQ, MIS and First
Fidelity Bank, N.A., Pennsylvania (the "Escrow Agreement"). As of September 30,
1996 there was outstanding $34.5 million in principal amount of Subordinated
Debentures.
In January, 1995, MEDIQ announced that its board of directors
had formed a special committee for the purpose of exploring alternative ways to
maximize shareholder value. In March, 1995, MEDIQ announced that the special
committee had authorized Lazard Freres & Co. LLC, MEDIQ's investment banker, to
solicit offers for MEDIQ and, among other assets, MEDIQ's investment in the
Issuer.
In June, 1995, the Issuer reported that its board of directors
had formed a special committee to explore strategic alternatives for the
company. The special committee retained Wasserstein Parella & Co. as financial
advisors to seek opportunities for the Issuer to maximize shareholder value.
In September, 1996, MEDIQ and MIS (together the "Seller")
entered into a Stock Purchase Agreement dated as of September 18, 1996 with the
Issuer (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase
Agreement, and subject to the conditions set forth therein (including the
approval by stockholders of the Issuer, other than Seller, and the receipt by
the Issuer of adequate financing), the Issuer has agreed to purchase from Seller
all of the shares of the Issuer owned by Seller for a purchase price of $9.00
per share, or $36,335,322 in the aggregate.
The purchase price for the Common Stock (other than the
Escrowed Shares) will be paid by wire transfer on the Closing Date under the
Stock Purchase Agreement and the certificates representing such shares will be
transferred to the Issuer at the same time. Pursuant to the Stock Purchase
Agreement, the Closing is to occur on December 31, 1996 or such other date
mutually agreed upon by MEDIQ, MIS and the Issuer. Seller has agreed to deliver
to the Issuer the Escrowed Shares as they are released from escrow under the
Indenture and Escrow Agreement. The Issuer will pay for the Escrowed Shares by
delivery of its promissory note (the "Note") in the principal amount of
$20,294,118, secured by a letter of credit satisfactory to MEDIQ, pursuant to
which the Issuer will make prepayments in an amount equal to the
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<PAGE>
purchase price for any of the Escrowed Shares so delivered in lots of no less
than 50,000 shares.
Unless an event of default occurs under the Note, from and
after the Closing Date, Seller will vote the Escrowed Shares in the manner
directed by the Issuer and the Issuer will be entitled to receive any and all
dividends paid or payable with respect to the Escrowed Shares, other than
dividends apportioned to the Escrowed Shares to which MEDIQ is not entitled
pursuant to the terms of the Indenture. The number of shares and the purchase
price set forth in the Stock Purchase Agreement will be appropriately adjusted
for any stock split, reverse stock split, stock dividend or any similar event
occurring after the date of the Stock Purchase Agreement but prior to the
consummation of the purchase and sale of the Common Stock. The foregoing summary
of the Stock Purchase Agreement is qualified in its entirety by reference to the
copy of the Stock Purchase Agreement included as Exhibit 99.1 to this Schedule
13D and incorporated herein in its entirety by reference.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, MIS is the owner of 4,037,258 shares of
Common Stock. Based upon the Issuer's Report on Form 10-Q for the fiscal quarter
ended June 30, 1996, MIS's Common Stock holdings represent approximately 47.34%
of the 8,519,952 shares of Common Stock then outstanding. See Schedule I hereto
for information regarding the directors and executive officers of MIS.
(c) and (d) The response to Item 4 is incorporated herein by reference.
(e) Not applicable.
Item 6. Contracts, arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The Stock Purchase Agreement is included as Exhibit 99.1 to
this Schedule 13D and is incorporated herein by reference. See Item 4.
In connection with the Subordinated Debentures, MEDIQ has
entered into an Indenture and Escrow Agreement, each dated as of July 30, 1993
between MEDIQ and First Fidelity Bank, N.A. Pennsylvania, which are included as
Exhibits 99.2 and 99.3 to this Schedule 13D and are incorporated herein by
reference, pursuant to which certain of the Subordinated Debentures are, by
their terms, exchangeable into shares of stock of the Issuer owned by MEDIQ.
See Item 4.
In connection with a Credit Agreement among MEDIQ/PRN Life
Support Services, Inc., MEDIQ, PRN Holdings, Inc., Banque Nationale de Paris,
NationsBank, N.A. and certain other lenders, dated as of October 1, 1996,
MEDIQ has pledged all of the shares of the Issuer owned by it, except the
Escrowed Shares, to Banque Nationale de Paris for the benefit of the lenders
pursuant to a Security Agreement dated
-5-
<PAGE>
as of October 1, 1996, which is included as Exhibit 99.4 to this Schedule 13D
and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
99.1. Stock Purchase Agreement dated as of September 18, 1996
among MEDIQ Incorporated, MEDIQ Investment Services,
Inc. and NutraMax Products, Inc. is incorporated herein
by reference to Exhibit 99.1 to the Schedule 13D filed by
MEDIQ Incorporated with respect to the securities of
NutraMax Products, Inc. on October 11, 1996.
99.2. Indenture dated as of July 30, 1993 between MEDIQ Incorporated
and First Fidelity Bank, N.A. Pennsylvania, which is
incorporated herein by reference to Exhibit 4.1 to
Registration Statement on Form S-2 No. 33-61724 originally
filed April 28, 1993, as amended.
99.3. Escrow Agreement dated July 30, 1993 among MEDIQ
Incorporated, MEDIQ Investment Services, Inc. and First
Fidelity Bank, N.A., Pennsylvania is incorporated
herein by reference to Exhibit 99.3 to the Schedule 13D
filed by MEDIQ Incorporated with respect to the
securities of NutraMax Products, Inc. on October
11, 1996.
99.4. Security Agreement dated as of October 1, 1996 among
MEDIQ/PRN Life Support Services, Inc., the Lender
Parties party thereto, Banque Nationale de Paris, as
Administrative Agent and as Initial Issuing Bank, and
NationsBank, N.A., as Documentation Agent is
incorporated herein by reference to Exhibit 99.4 to the
Schedule 13D filed by MEDIQ Incorporated with respect
to the securities of NutraMax Products, Inc. on October
11, 1996.
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<PAGE>
SIGNATURES
After reasonable 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.
Dated: October 11, 1996
MEDIQ INCORPORATED
/s/ Michael F. Sandler
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Michael F. Sandler
Chief Financial Officer
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<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Name, Business or Residence Ownership of Shares of
Addresses* Principal Occupation Common Stock of the Issuer
- --------------------------- ----------------------------------- --------------------------
<S> <C>
Thomas E. Carroll President and Chief Executive 1,326**
Officer and a Director of MEDIQ
and President and a Director of MIS
Michael F. Sandler Senior Vice President, Finance and 14,400
Chief Financial Officer and
Treasurer and a Director of MEDIQ,
Vice President and Chief Financial
Officer of MIS and a Director of the
Issuer
Jay M. Kaplan Senior Vice President and Chief -0-
Financial Officer of MEDIQ/PRN
Life Support Services, Inc., Assistant
Treasurer of MEDIQ and Vice
President and Treasurer of MIS
Alan S. Einhorn Corporate Counsel and Assistant 570
Secretary of MEDIQ and a Director
of MIS
</TABLE>
===============================================================================
* If not otherwise indicated, the business address of each person is
One Mediq Plaza, Pennsauken, NJ 08110-1460.
** Includes 300 shares held by Mr. Carroll's spouse and 716 shares held by
Mr. Carroll's children as to which Mr. Carroll disclaims beneficial
ownership.
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