SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NUTRAMAX PRODUCTS, INC.
-----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
67061A 10 2
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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
------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 18, 1996
----------------------------------------
(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 / /.
<PAGE>
SCHEDULE 13D
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CUSIP No. 67061A 10 2 Page 1 of 7 Pages
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
| Trust established by the late Bernard B. Rotko
| under an Agreement of Trust dated November 18, 1983.
| IRS No.: 23-6764067
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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*
|
| Not Applicable
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(a) OR 2(b)
| |_|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Commonwealth of Pennsylvania
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| 7 | SOLE VOTING POWER
| |
| | -0-
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 4,037,258
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | -0-
|-----|--------------------------------------
| 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*
| 00
|
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The statement on Schedule 13D relating to the ownership of Common Stock (as
herein defined) of NutraMax Products, Inc. (the "Original Statement") dated
September 26, 1990 and filed with the Securities and Exchange Commission by the
Trust established by the late Bernard B. Rotko pursuant to an Agreement of
Trust, dated November 18, 1983, 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.
This statement is being filed by the Trust established under an Agreement
of Trust ("Trust"), dated November 18, 1983, between the late Bernard B. Rotko
and the then Trustees. The Trust was formed under the laws of the Commonwealth
of Pennsylvania; and has no business except to hold assets contributed to it.
Such assets consist, for the most part, of shares of the common stock and series
A preferred stock of MEDIQ Incorporated ("MEDIQ"). The address of the Trust is:
John Iskrant c/o Schnader Harrison Segal & Lewis 1600 Market Street, Suite 3600,
Philadelphia, PA 19103-4252.
The names, business or residence addresses and present principal
occupations of the current Trustees of the Trust is attached on Schedule I. Each
Trustee that is a natural person is a United States citizen. During the last
five years neither the Trust 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 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Trust owns 3,570,969 shares of common stock of MEDIQ and 3,570,969
shares of Series A Preferred Stock of MEDIQ. Based on MEDIQ's Quarterly Report
on Form 10-Q for the period ended June 30, 1996, 18,417,965 shares of MEDIQ
common stock and 6,311,501 shares of Series A Preferred were outstanding on
August 9, 1996. The Trust's beneficial ownership of common stock represents
approximately 19.4% of the shares of common stock and 57% of the shares of
Preferred Stock of MEDIQ then outstanding.
<PAGE>
Consequently, the shares of Common Stock of the Issuer owned by MEDIQ through
its wholly-owned subsidiary, MEDIQ Investment Services, Inc., a Delaware
corporation ("MIS") may be deemed to be beneficially owned by the Trust.
On July 25, 1990, MEDIQ acquired 4,931,319 shares of the Issuer's 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.
The Trust has been advised that 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 currently
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 Union Bank, N.A. Pennsylvania (formerly First
Fidelity Bank, N.A. Pennsylvania) (the "Indenture") and that certain Escrow
Agreement dated July 30, 1993 among MEDIQ, MIS and First Union 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
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<PAGE>
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 an original principal amount equal to the
aggregate number of Escrowed Shares multiplied by $9.00, secured by a bank
letter of credit satisfactory to MEDIQ, pursuant to which the Issuer will make
prepayments in an amount equal to the purchase price for any of the Escrowed
Shares so delivered in lots of no less than 50,000 shares.
From and after the Closing Date, at any meeting of stockholders of the
Issuer, however called, or in connection with a written consent of the Issuer's
stockholders, Seller shall deliver to the Issuer an irrevocable proxy
authorizing the Board of Directors of the Issuer to vote all of the Escrowed
Shares in the same proportion as the votes of the holders of all the other
shares of Common Stock of the Issuer at any such meeting or pursuant to any such
consent, 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; provided, however, that the obligations of Seller under the
foregoing clause and the right of the Issuer to receive dividends pursuant to
the foregoing clause shall terminate upon an event of default under the Note.
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
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<PAGE>
reference to the copy of the Stock Purchase Agreement included as Exhibit 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 record 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. As noted
pursuant to Item 3 above, the Trust may be deemed to beneficially own the shares
of Common Stock of the Issuer held by 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 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 Union Bank, N.A. Pennsylvania, which are included as Exhibits 2 and 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 as of October 1, 1996, which is included as Exhibit 4
to this Schedule 13D and is incorporated herein by reference.
-4-
<PAGE>
Item 7. Material to be Filed as Exhibits.
1. Amended and Restated Stock Purchase Agreement dated as
of November 20, 1996 among MEDIQ Incorporated, MEDIQ
Investment Services, Inc. and NutraMax Products, Inc.
is incorporated herein by reference to Exhibit 2(a) to
Form 10-K filed by NutraMax Products, Inc. for the
fiscal year ended September 28, 1996.
2. Indenture dated as of July 30, 1993 between MEDIQ Incorporated
and First Union 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.
3. Escrow Agreement dated July 30, 1993 among MEDIQ
Incorporated, MEDIQ Investment Services, Inc. and First
Union Bank, N.A., Pennsylvania is incorporated herein
by reference to Exhibit 3 to the Schedule 13D filed by
MEDIQ Incorporated with respect to the securities of
NutraMax Products, Inc. on October 11, 1996.
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 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>
SIGNATURE
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.
/s/ John D. Iskrant
-----------------------------------
John D. Iskrant, Trustee, on behalf
of the Trust, pursuant to the
attached delegation of power.
Dated: November 27, 1996
-6-
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Name, Business or Residence Ownership of Shares of
Addresses* Principal Occupation Common Stock of the Issuer
- --------------------------- -------------------- --------------------------
<S> <C> <C>
Bessie G. Rotko Retired, former Director of MEDIQ 3,600
Michael J. Rotko, Esquire Partner, Drinker Biddle & Reath, a -0-
law firm and a Director and
Chairman of MEDIQ
Judith M. Shipon Homemaker 1,000**
John Iskrant Partner, Schnader Harrison Segal & -0-
1600 Market Street Lewis
Suite 3600
Philadelphia, PA 19103-4252
PNC Bank, National Association
1600 Market Street
Philadelphia, PA 19103-4252
</TABLE>
===============================================================================
* If not otherwise indicated, the business address of each person is One
Mediq Plaza, Pennsauken, NJ 08110-1460.
** Shares are owned jointly by Mrs. Shipon and her spouse, Dr. Jacob A.
Shipon, a director of MEDIQ.
-7-
<PAGE>
TRUST u/a BERNARD B. ROTKO DTD. 11/18/83
RESIGNATION OF TRUSTEE, DESIGNATION AND
CONSENT TO DESIGNATION OF SUCCESSOR TRUSTEE
-------------------------------------------
I, LIONEL FELZER, hereby resign as Trustee and designate JOHN D. ISKRANT as
my successor.
/s/ Lionel Felzer
------------------------------
Lionel Felzer
Dated: November 15, 1995
Elkins Park, Pennsylvania
We, BESSIE G. ROTKO, MICHAEL J. ROTKO and JUDITH M. SHIPON, being all of
the other individual Trustees of this trust, hereby concur in such designation.
/s/ Agnus E. Yocci /s/ Bessie G. Rotko
- -------------------------------- --------------------------------
(Witness) Bessie G. Rotko
/s/ Marianne J. Haverland /s/ Michael J. Rotko
- -------------------------------- --------------------------------
(Witness) Michael J. Rotko
/s/ Jacob Shipon /s/ Judith R. Shipon
- -------------------------------- --------------------------------
(Witness) Judith R. Shipon
<PAGE>
TRUST u/a BERNARD B. ROTKO DTD. 11/18/83
ACCEPTANCE OF DESIGNATION OF SUCCESSOR TRUSTEE
----------------------------------------------
I, JOHN D. ISKRANT, hereby accept my appointment as successor Trustee of
the above trust.
Dated: November 15, 1995 /s/ John D. Iskrant
-------------------
John D. Iskrant
<PAGE>
AGREEMENT OF TRUST OF BERNARD B. ROTKO
DATED NOVEMBER 18, 1983
-------------------
DELEGATION OF POWER
-------------------
WHEREAS, Item FIFTH, Paragraph 12 of the captioned trust provides that the
trustees, in their absolute discretion, may "[f]rom time to time ... delegate in
writing to a co-fiduciary any discretionary or ministerial power, for such
period of time as may be designated; provided, however, that no power may be
delegated to a fiduciary otherwise specifically prohibited under the terms of
this Agreement from exercising such power"; and
WHEREAS, no provision in the captioned trust prohibits any of the trustees
from delegating the power described below.
NOW, THEREFORE, the undersigned, being all of the trustees of the captioned
trust, hereby delegate to Lionel Felzer, co-trustee, the ministerial power to
execute all Form 4 filings, all Form 13D filings, and any other related filings
with the Securities and Exchange Commission concerning the captioned trust. This
Delegation shall be effective until such time as any of the undersigned shall
revoke the power in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned individual trustees have hereunto set
their hands and seals, and the undersigned corporate trustee has caused this
Delegation to be executed, in whole or in counterparts, all parties intending to
be bound hereby as of the 14th day of June, 1989.
/s/ Bessie G. Rotko /s/ Judith R. Shipon
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Bessie G. Rotko Judith R. Shipon
/s/ Michael J. Rotko PROVIDENT NATIONAL BANK
- ---------------------------
Michael J. Rotko
By:/s/ Robert N. Tropp, Jr.
------------------------------------
Name: Robert N. Tropp, Jr.
Title: Vice President
/s/ Lionel Felzer
- ---------------------------
Lionel Felzer
