-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFMn3NfibF0fZRz6OY2VpVPtHujDqOUWn28j2vxG71jFSyl0hlEg5GF0jrDcCbr+ 5neUpVQXLI/IyXiI/vsZAQ== 0000950115-97-001489.txt : 19970926 0000950115-97-001489.hdr.sgml : 19970926 ACCESSION NUMBER: 0000950115-97-001489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970918 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970925 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIQ INC CENTRAL INDEX KEY: 0000350920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 510219413 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08147 FILM NUMBER: 97685303 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 - September 18, 1997 (Date of earliest event reported) MEDIQ INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-8147 51-0219413 --------------- ---------------- ------------------ (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) or organization) One MEDIQ Plaza, Pennsauken, New Jersey 08110 (Address of principal executive offices, zip code) Area Code (609) 662-3200 (Telephone number) Item 5. Other Events. On September 22, 1997, MEDIQ Incorporated ("MEDIQ") and Universal Hospital Services, Inc. ("UHS") jointly announced that as a result of the likelihood of a protracted administrative proceeding before the Federal Trade Commission ("FTC") that could extend well beyond the October 31, 1997 termination date for the merger of MEDIQ and UHS (the "merger"), the uncertainty of the outcome of such proceeding and the costs associated with continuing to defend against the efforts of the FTC to obtain a preliminary injunction to prevent the merger, they have together terminated their merger agreement. MEDIQ will write-off approximately $3.5 million ($2.1 million, or $.08 per share after taxes) of deferred costs in the fourth quarter of its fiscal year 1997. On September 18, 1997, MEDIQ announced the acquisition of the remaining fifty percent (50%) interest in its SpectraCair Joint Venture ("SpectraCair") from a subsidiary of Huntleigh Healthcare ("Huntleigh"). SpectraCair will become a division of MEDIQ/PRN Life Support Services, Inc. ("PRN"), a wholly-owned subsidiary of MEDIQ. While the acquisition will not materially impact fiscal 1997 operating results, it is expected to have a positive impact on Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") and earnings in 1998. SpectraCair is a leading provider of a full range of therapeutic support surfaces on a rental basis to acute care, long-term care and homecare providers nationwide. SpectraCair will continue to purchase products from Huntleigh and will remain a rental provider for these Huntleigh products in the acute care and long-term care marketplaces. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99.1 - Press Release dated September 22, 1997. Exhibit 99.2 - Press Release dated September 18, 1997. MEDIQ INCORPORATED AND SUBSIDIARIES 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 hereunto duly authorized. MEDIQ Incorporated ------------------ (Registrant) September 25, 1997 - ------------------ (Date) /s/ Thomas E. Carroll --------------------- Thomas E. Carroll President & Chief Executive Officer EX-99.1 2 PRESS RELEASE Exhibit 99.1 IMMEDIATE (September 22, 1997) Alan S. Einhorn, Esq. David E. Dovenberg Vice President-Legal Affairs Chief Financial Officer and General Counsel Universal Hospital Services, Inc. MEDIQ/PRN Life Support Services, Inc. (612) 893-3252 (609) 662-3200 MEDIQ INCORPORATED AND UNIVERSAL HOSPITAL SERVICES CALL OFF MERGER PENNSAUKEN, N.J./BLOOMINGTON, MN. - MEDIQ Incorporated (AMEX:MED) ("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." MEDIQ, whose shares (MED and MED.Pr) and subordinated debentures (MED.NP) are traded on the American Stock Exchange, is the largest movable critical care and life support medical equipment rental business in the United States. ##### EX-99.2 3 PRESS RELEASE IMMEDIATE (September 18, 1997) Jay M. Kaplan Senior Vice President & Chief Financial Officer MEDIQ/PRN Life Support Services, Inc. (609) 662-3200 MEDIQ ANNOUNCES ACQUISITION OF ITS REMAINING 50% INTEREST IN SPECTRACAIR PENNSAUKEN, N.J. -- MEDIQ Incorporated (AMEX:MED) ("MEDIQ") announced today the acquisition of the remaining fifty percent (50%) interest in its SpectraCair Joint Venture from a subsidiary of Huntleigh Healthcare ("Huntleigh"). The terms of the acquisition were not disclosed. SpectraCair will become a division of MEDIQ/PRN Life Support Services ("PRN"), a wholly-owned subsidiary of MEDIQ. While the acquisition will not materially impact fiscal 1997 operating results, it is expected to have a positive impact on EBITDA and earnings in 1998 results. SpectraCair is a leading provider of a full range of therapeutic support surfaces on a rental basis to acute care, long-term care and homecare providers nationwide. SpectraCair will continue to purchase from Huntleigh and will remain a rental provider for these Huntleigh products in the acute care and long-term care marketplaces. Thomas E. Carroll, President and Chief Executive Officer said "This acquisition will give SpectraCair a singular market focus and should accelerate its growth in the pressure area care market. The SpectraCair sales force will remain separate but will be augmented by the PRN sales force in markets where SpectraCair does not have a current presence." MEDIQ, whose shares (MED and MED.Pr) and subordinated debentures (MED.NP) are traded on the American Stock Exchange, is the largest movable critical care and life support medical equipment rental business in the United States. Huntleigh is part of the Huntleigh Technology group of companies which produce and sell in more than 60 countries a wide range of high quality medical equipment designed to provide continuity of care from hospitals to nursing homes or home care. ##### -----END PRIVACY-ENHANCED MESSAGE-----