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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 22, 1997
UNIVERSAL HOSPITAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-20086 41-0760940
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1250 Northland Plaza, 3800 West 80th Street, Bloomington, MN 55431-4442
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 893-3200
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On September 22, 1997, Universal Hospital Services, Inc. ("UHS")
announced that UHS and MEDIQ Incorporated ("MEDIQ") had jointly terminated the
agreement with respect to MEDIQ's proposed acquisition of UHS. The press
release is attached as Exhibit 99 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release dated September 22, 1997.
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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, hereto duly authorized.
Date: September 23, 1997
UNIVERSAL HOSPITAL SERVICES, INC.
By -------------------------------
David E. Dovenberg
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
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Page No. in Sequentially
Exhibit Description of Exhibit Numbered Copy
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99 Press Release dated September 22, 1997.
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Exhibit 99
IMMEDIATE (September 22, 1997)
Alan S. Einhorn David E. Dovenberg
Vice President-Legal Affairs Chief Financial Officer
and General Counsel Universal Hospital Services, Inc.
MEDIQ Incorporated (609) 662-3200 (612) 893-3252
MEDIQ INCORPORATED AND UNIVERSAL HOSPITAL SERVICES
CALL OFF MERGER
PENNSAUKEN, N.J./BLOOMINGTON, MN,--MEDIQ Incorporated (MED:AMEX)
("MEDIQ") and Universal Hospital Services, Inc. (NASDAQ:UHOS) ("UHS") today
jointly announced that in light of the likelihood of a protracted administrative
proceeding before the Federal Trade Commission ("FTC") extending well beyond the
October 31, 1997 termination date for the merger of MEDIQ and UHS, the
uncertainty of the outcome and the costs associated with continuing to defend
against the efforts of the FTC to obtain a preliminary injunction to prevent the
merger of MEDIQ and UHS, they have together called off MEDIQ's proposed
acquisition of UHS effective today.
In a separate statement MEDIQ indicated that it will take an
approximate $3,500,000 pre-tax write-off in the fourth quarter (or $0.08 per
share after tax) for legal, financing and other costs associated with the
acquisition.
Thomas E. Carroll, President and Chief Executive Officer of MEDIQ said
"It is no longer in the best interests of MEDIQ or its customers to focus the
immense management time and effort on the UHS acquisition in light of MEDIQ's
many other opportunities. We are also concerned about the undue burden that
this matter would place upon our valued customers and lenders."
In a separate statement UHS indicated that, in light of this decision,
the Board of Directors has determined to re-engage in the process, commenced in
late 1996, of exploring strategic alternatives to enhance shareholder value.
Thomas A. Minner, President and Chief Executive Officer of UHS, said
"We appreciate the patience and commitment of our valued employees, customers,
vendors and shareholders during this period of uncertainty."
