-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dzhXoeYR39IAz7Mecy8krbaPAv+enDRcPN3mwnrkNfo567Y/sgdod4GfbzX+MiZl u8TRlLqTzvoHTkVjlppecw== 0000950115-95-000036.txt : 19950615 0000950115-95-000036.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950115-95-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950314 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950315 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIQ INC CENTRAL INDEX KEY: 0000350920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510219413 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08147 FILM NUMBER: 95521044 BUSINESS ADDRESS: STREET 1: ONE MEDIQ PLZ CITY: PENNSAUKEN STATE: NJ ZIP: 08110 BUSINESS PHONE: 6096656300 MAIL ADDRESS: STREET 1: ONE MEDIQ PLZ CITY: PENNSAUKEN STATE: NJ ZIP: 08110 8-K 1 CURRENT REPORT 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 -- March 14, 1995 (Date of earliest event reported) MEDIQ INCORPORATED (Exact name of Registrant as specified in its charter) DELAWARE 1-8147 51-0219413 (State of incorporation) (Commission file number) (IRS employer identification number)
ONE MEDIQ PLAZA, PENNSAUKEN, NJ 08110 (Address of principal executive offices, zip code) AREA CODE (609) 665-9300 (Telephone number) ITEM 5. OTHER EVENTS. The Registrant announced on March 14, 1995 that it received an offer from members of MEDIQ management to acquire all of the outstanding common and preferred stock and repay or assume all debt of MEDIQ and its subsidiaries in a transaction valued at approximately $437 million. The offer is in response to the strategic plan to enhance stockholder value adopted by the MEDIQ Board of Directors and has been referred to the Special Committee of the Board appointed for this specific purpose. The offer proposes to pay stockholders $6.87 per share of common and preferred stock consisting of $4.00 in cash and $2.87, representing the current market value on a per share basis of MEDIQ's publicly traded equity interests in MMI Medical, Inc. (NASDAQ:MMIM), NutraMax Products, Inc. (NASDAQ:NMPC), and PCI Services, Inc. (NASDAQ:PCIS), and the face value of a note receivable from Mental Health Management, Inc. (AMEX: MHM). The offer proposes distributing the equity interests and note either directly to MEDIQ stockholders or to a liquidating trust for the benefit of MEDIQ stockholders. The offer is conditioned upon negotiating and executing a mutually acceptable merger agreement by April 14, 1995, and is subject to certain other customary conditions including financing, and among other matters specifically encourages the Special Committee of the Board to continue to solicit other acquisition proposals from interested parties. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
PAGE ----- (c) Exhibits 99 Press Release, dated March 14, 1995
SIGNATURES 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 hereunto duly authorized. MEDIQ Incorporated____________________ (Registrant) /S/__MICHAEL F. SANDLER_______________ Michael F. Sandler Senior Vice President -- Finance & Chief Financial Officer Date: January 25, 1995 EX-99 2 PRESS RELEASE NEWS RELEASE IMMEDIATE (March 14, 1995) BERNARD J. KORMAN President and Chief Executive Officer MEDIQ Incorporated (609) 665-9300 MEDIQ RECEIVES OFFER FOR $437 MILLION PENNSAUKEN, NJ -- MEDIQ Incorporated, a healthcare services company, today received an offer from members of MEDIQ management to acquire all of the outstanding common and preferred stock and repay or assume all debt of MEDIQ and its subsidiaries in a transaction valued at approximately $437 million. The offer is in response to the strategic plan to enhance stockholder value adopted by the MEDIQ Board of Directors and has been referred to the Special Committee of the Board appointed for this specific purpose. The offer proposes to pay stockholders $6.87 per share of common and preferred stock consisting of $4.00 in cash and $2.87, representing the current market value on a per share basis of MEDIQ's publicly traded equity interests in MMI Medical, Inc. (NASDAQ:MMIM), NutraMax Products, Inc. (NASDAQ:NMPC), and PCI Services, Inc. (NASDAQ:PCIS), and the face value of a note receivable from Mental Health Management, Inc. (AMEX: MHM). The offer proposes distributing the equity interests and note either directly to MEDIQ stockholders or to a liquidating trust for the benefit of MEDIQ stockholders. The offer is conditioned upon negotiating and executing a mutually acceptable merger agreement by April 14, 1995, and is subject to certain other customary conditions including financing, and among other matters specifically encourages the Special Committee of the Board to continue to solicit other acquisition proposals from interested parties. MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures (MED.C and MED.NP) are traded on the American Stock Exchange, provides essential healthcare services in a cost effective manner to a variety of healthcare providers. MEDIQ's principal business is MEDIQ/PRN, the country's leading provider of life support and critical care medical equipment on a rental basis. Other MEDIQ operations include portable x-ray, nuclear imaging and ultrasound services, healthcare facility planning, design and project management and utilization review of medical claims made to insurance companies. MEDIQ also owns 47% of PCI Services, Inc. (NASDAQ:PCIS), a leading independent provider of pharmaceutical packaging services; 47% of NutraMax Products, Inc. (NASDAQ:NMPC), a leading health and personal care products company, marketing products in the feminine needs, cough/cold, baby care, eye care and personal care categories; and 40% of MMI Medical, Inc. (NASDAQ:MMIM), a leading independent provider of cost-effective specialized services to hospital radiology departments and other healthcare providers. -----END PRIVACY-ENHANCED MESSAGE-----