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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): February 11, 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 February 11, 1997, Universal Hospital Services, Inc. ("Universal")
announced that it had entered into a definitive agreement for MEDIQ Incorporated
("MEDIQ") to acquire Universal for $17.50 per share of Common Stock, $.01 par
value, of Universal. The acquisition is structured as a cash merger that is
expected to close in late March or early April 1997 and is subject to
approval by a majority of Universal's shareholders and Hart-Scott-Rodino
clearance. Including the assumption of debt, the total purchase price is
approximately $138 million. 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 February 11, 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: February 18, 1997
UNIVERSAL HOSPITAL SERVICES, INC.
By /s/Thomas A. Minner
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Thomas A. Minner,
President and Chief Executive Officer
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EXHIBIT INDEX
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99 Press Release dated February 11, 1997
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EXHIBIT 99
PRESS RELEASE
FOR IMMEDIATE RELEASE (February 11, 1997)
CONTACT: Michael F. Sandler David E. Dovenberg
Senior Vice President-Finance Chief Financial Officer
MEDIQ Incorporated Universal Hospital Services, Inc.
609) 665-9399 (612) 893-3254
MEDIQ TO ACQUIRE UNIVERSAL HOSPITAL SERVICES, INC.
PENNSAUKEN, NJ/BLOOMINGTON, MN (February 11)-- MEDIQ Incorporated ("MEDIQ")
(ASE:MED) and Universal Hospital Services, Inc. ("Universal") (NASDAQ: UHOS)
announced that they have entered into a definitive agreement for MEDIQ to
acquire Universal for $17.50 per Universal share. Including the assumption of
debt, the total purchase price is approximately $138 million.
MEDIQ operates a critical care and life support medical equipment rental
business in the U.S. renting a wide variety of equipment for use by acute care
hospitals, alternative care facilities, nursing homes and home health care
companies. MEDIQ's 130,000 unit inventory is available to more than 5,000
healthcare customers on an as needed basis from 85 offices in the U.S. For the
fiscal year ended September 30, 1996, MEDIQ had revenues of $136 million.
Universal provides movable medical equipment to over 3,300 hospitals and
alternate care providers principally through Pay-per-Use equipment management
programs. Under Universal's rental programs, health care providers are charged
a per use rental fee based on actual usage in addition, Universal sells
disposable supplies related to the equipment it rents. Universal operates
through 46 district offices and eight regional service centers serving customers
in 46 states in five primary categories--critical care, monitoring, newborn
care, respiratory care and specialty beds. For the twelve months ended
September 30, 1996, Universal had revenues in excess of $60 million, pro forma
for a recent acquisition.
Thomas E. Carroll, MEDIQ's President and Chief Executive Officer, said:
"We are very excited about the acquisition of Universal which will be
immediately
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accretive to MEDIQ's earnings. This transaction will significantly improve our
ability to provide products and services to both companies' customers while
reducing costs through synergies."
Thomas E. Minner, Universal's President and Chairman of the Board, said:
"We are pleased that a thorough process of evaluating Universal's alternatives
has resulted in a transaction which the Board believes best serves the interests
of its shareholders. The combined company will be well positioned to capitalize
on opportunities in today's ever changing healthcare environment."
The transaction is structured as a cash merger that is expected to close in
late March or early April 1997 and is subject to approval by a majority of
Universal's shareholders and Hart-Scott-Rodino clearance. Universal stated that
in expected to mail the proxy for the shareholders' meeting to approve the
transaction promptly. MEDIQ stated that it would fund the transaction out of
its available cash and existing credit agreement which is agented by Banque
National de Paris and Nationsbank. Smith Barney Inc. represents MEDIQ and
Piper Jaffray Inc. represents Universal in this transaction.
Some of the information presented int his press release constitutes forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although MEDIQ believes that its expectations are based
on reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. For additional information concerning
important factors which may cause the MEDIQ's results to differ materially from
expectations and underlying assumptions, please refer to the reports filed by
the Company with the Securities and Exchange Commission.
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