<PAGE>
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): July 24, 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.)
<PAGE>
Item 5. Other Events.
On July 24, 1997, MEDIQ Incorporated ("MEDIQ"), PRN MERGER CORPORATION
("PRN"), a wholly-owned subsidiary of MEDIQ, and UNIVERSAL HOSPITAL
SERVICES, INC. ("UHS") executed Amendment No. 1 (the "Amendment") to
the Agreement and Plan of Merger by and among MEDIQ, PRN and UHS,
dated February 10, 1997 (the "Merger Agreement"), which modified the
Merger Agreement in two respects. First, Section 8.1(c) of the Merger
Agreement was amended to provide that either MEDIQ or UHS may
terminate the Merger Agreement if the Merger of UHS with and into PRN
(the "Merger") has not been consummated by October 31, 1997 (unless
the failure to consummate the Merger by such date is due to the action
or failure to act of the party seeking to terminate the Agreement in
breach of such party's obligation); prior to such Amendment, such
termination right would have arisen if the Merger had not been
consummated by August 30, 1997. Second, the Amendment established an
additional termination right, which provides that if the Federal Trade
Commission ("FTC") files with any United States District Court
("District Court") a motion for a preliminary injunction with respect
to the Merger, (i) MEDIQ and UHS will each have the right to terminate
the Agreement by written notice to the other, at any time during the
period commencing upon the issuance by the District Court of a
preliminary injunction pursuant to such motion and ending at 11:59
p.m. (Eastern Time) on the fifth business day following the day on
which a written ruling on the motion is filed with the Clerk of Court,
and (ii) neither MEDIQ nor UHS will be obligated to consummate the
Merger before the expiration of the termination right set forth in the
preceding clause (i). This five business-day period will provide each
of MEDIQ and UHS with the opportunity to review the basis for such
action by the District Court and to determine whether it would be in
the best interests of their respective stockholders to appeal any such
decision. A copy of the Amendment is attached to this Current Report
on Form 8-K and the foregoing summary is qualified in its entirety by
reference to such copy of the Amendment.
On July 29, 1997, MEDIQ and UHS announced that they had been informed
by the Federal Trade Commission ("FTC") that the FTC had authorized
its staff to seek a preliminary injunction against the consummation of
the proposed acquisition.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Amendment No. 1 dated as of July 24, 1997 to
Agreement and Plan of Merger dated as
February 10, 1997 by and among
MEDIQ Incorporated, PRN Merger
Corporation and Universal Hospital
Services, Inc.
99.2 Press Release dated July 24, 1997.
99.3 Press Release dated July 29, 1997.
<PAGE>
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: July 31, 1997
UNIVERSAL HOSPITAL SERVICES, INC.
By /s/ David E. Dovenberg
---------------------------------------
David E. Dovenberg
Vice President, Finance and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
-------------
Page No. in Sequentially
Exhibit Description of Exhibit Numbered Copy
- ------- ---------------------- ------------------------
99.1 Amendment No. 1 dated as of July 24, 1997 to
Agreement and Plan of Merger dated as
February 10, 1997 by and among
MEDIQ Incorporated, PRN Merger
Corporation and Universal Hospital
Services, Inc.
99.2 Press Release dated July 24, 1997.
99.3 Press Release dated July 29, 1997.
<PAGE>
Exhibit 99.1
Amendment No. 1 to Agreement and Plan of Merger
This Amendment No. 1 dated as of July 24, 1997 to Agreement and Plan
of Merger dated as of February 10, 1997 (the "Merger Agreement"), among MEDIQ
INCORPORATED (the "Acquiror"), PRN MERGER CORPORATION ("Sub") and UNIVERSAL
HOSPITAL SERVICES, INC. ("the Company").
WHEREAS, the Acquiror, Sub and the Company desire to amend the Merger
Agreement upon the terms set forth below in order to provide additional time to
resolve or defend against any objections of the Federal Trade Commission ("FTC")
to the proposed transaction.
NOW, THEREFORE, for valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Section 8.1(c) of the Merger Agreement is hereby amended to read
in its entirety as follows:
"(c) by either the Acquiror of the Company if the Merger shall
not have been consummated on or before October 31, 1997 (unless the
failure to consummate the Merger by such date shall be due to the
action or failure to act of the party seeking to terminate this
Agreement in breach of such party's obligations under this Agreement);
or"
2. The following new Section 8.3 is hereby added to the Merger
Agreement immediately after Section 8.2:
"Section 8.3. Additional Termination Right.
Notwithstanding anything to the contrary in this Agreement, in the
event that the FTC shall file with any United States District Court
(the "District Court") a motion for a preliminary injunction with
respect to the Merger (i) the Acquiror and the Company shall each have
the right to terminate this Agreement, by written notice to the other,
at any time during the period commencing upon the issuance by the
District Court of a preliminary injunction pursuant to such motion and
ending at 11:59 p.m. (Eastern time) on the fifth business day
following the day on which the written ruling of the District Court
with respect to such preliminary injunction is first filed with the
Clerk of Court, and (ii) neither the Acquiror nor the Company shall be
under any obligation to effect the Merger prior to the expiration of
the termination right set forth in clause (i) of this Section 8.3."
<PAGE>
3. Except as amended hereby (and in the waiver letters of the
parties dated March 28, 1997, July 11, 1997 and July 24, 1997), the Merger
Agreement shall remain in full force and effect in accordance with its terms.
WHEREAS, the Acquiror, Sub and Company have caused this Amendment to
be signed by the respective officers thereunto duly authorized as of the date
first above written.
MEDIQ INCORPORATED
By: /s/ Thomas E. Carroll
-----------------------------------
UNIVERSAL HOSPITAL SERVICES, INC.
By: /s/ Thomas A. Minner
-----------------------------------
PRN MERGER CORPORATION
By: /s/ Thomas E. Carroll
-----------------------------------
<PAGE>
Exhibit 99.2
IMMEDIATE (July 24, 1997)
Michael F. Sandler David F. Dovenberg
Senior Vice President-Finance Chief Financial Officer
MEDIQ Incorporated Universal Hospital Services, Inc.
(609) 663-3200 (612) 893-3252
MEDIQ AND UNIVERSAL HOSPITAL SERVICES EXTEND
MERGER AGREEMENT
PENNSAUKEN, NJ/BLOOMINGTON, MN -- MEDIQ Incorporated (MED:AMEX)
("MEDIQ") and Universal Hospital Services, Inc. (NASDAQ:UHOS) ("UHS"), who in
February had entered into an agreement under which UHS would be acquired by
MEDIQ at a price of $17.50 per UHS share, today announced that they had
extended -- from August 30, 1997 to October 31, 1997 -- the date after which
either party could terminate this agreement. This amendment was entered into in
order to provide additional time to resolve or defend against certain concerns
that have been raised by the staff of the Federal Trade Commission to the
merger. In addition, the companies also amended the agreement to include a
termination right under which either party may terminate the agreement within
five business days if a federal district court issues a preliminary injunction
preventing the transaction. On April 10, 1997, the FTC had requested additional
information regarding the proposed transaction. The parties believe that earlier
this month they substantially complied with this information request.
Thomas E. Carroll, President and Chief Executive Officer of MEDIQ,
said, "The merger is procompetitive and in the best interests of our customers.
This merger will enable us to provide a broader inventory of the kinds of
equipment our customers demand, and to deliver it more quickly on a more
efficient and cost-effective basis. With increasing competition in the medical
equipment market and in healthcare generally, our customers have become more and
more demanding and they are constantly evaluating their other options to renting
products from us. This transaction will help us to continue to meet those
demands and increase the range of services we are able to provide. Because we
believe the transaction fully complies with federal antitrust laws, both
companies will vigorously oppose any attempt by the government to block the
merger."
Thomas Minner, President and Chief Executive Officer of UHS, said,
"MEDIQ and UHS are disappointed that the government review has gone so slowly,
although we are continuing to work with the staff of the FTC. We continue to
believe that the transaction best serves the interests of the Company's
shareholders and that the combined company will be well positioned to capitalize
on opportunities in today's ever changing healthcare environment."
<PAGE>
Exhibit 99.3
IMMEDIATE (July 29, 1997)
Michael F. Sandler
MEDIQ Incorporated
(609) 662-3200
David E. Dovenberg
Universal Hospital Services, Inc.
(612) 893-3252
FTC OPPOSES PROPOSED ACQUISITION OF UNIVERSAL HOSPITAL
SERVICES, INC. BY MEDIQ INCORPORATED
PENNSAUKEN, N.J. and BLOOMINGTON, MN, July 29, 1997 -- MEDIQ
Incorporated (MED:AMEX) ("MEDIQ") and Universal Hospital Services, Inc.
(NASDAQ:UHOS) ("UHS"), who in February had entered into an agreement under which
UHS would be acquired by MEDIQ at a price of $17.50 per UHS share, today
announced that they had been informed by the Federal Trade Commission ("FTC")
that the Commission had authorized its staff to seek a preliminary injunction
against the consummation of the proposed acquisition.
MEDIQ and UHS issued a joint statement as follows: "MEDIQ and UHS are
disappointed that the Commission has chosen to take this step. We believe that
the merger fully complies with the federal antitrust laws and both companies
will vigorously oppose any attempt by the government to block the merger. We
are continuing to hold discussions with the staff of the Commission in an effort
to resolve their concerns in a manner which will permit the transaction to be
consummated in the near future."
