-----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, Viu60ax7BEmAvL2AGqF8NPyKKpqXyUIcDYmrGENO7FZJ6rM4lQbyze58LHvR5zpO uqkravTtYQWzqpngOZACbA== 0000950115-95-000383.txt : 19951107 0000950115-95-000383.hdr.sgml : 19951107 ACCESSION NUMBER: 0000950115-95-000383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951019 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951106 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: 95587524 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 -- October 19, 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. MEDIQ Incorporated (the "Company") announced on October 19, 1995 that the Special Committee of its Board of Directors formed for the purpose of exploring alternative ways to maximize shareholder value has determined to recommend to the Board of Directors that the Board reject the two outstanding offers to acquire the Company and terminate any further efforts to sell the Company at this time. The Company announced on October 23, 1995 that the Board of Directors accepted the recommendation of its Special Committee to reject the two outstanding offers to acquire the Company and terminate any further efforts to sell the Company at this time. The Company will continue the process of divesting itself of substantially all operating assets of the Company, other than its wholly-owned subsidiary, MEDIQ/PRN, and will use the divestiture proceeds to retire debt. The Company said that after evaluating various alternatives for maximizing shareholder value, including the possible sale of all or substantially all of the stock or assets of the Company, the Board determined to concentrate on further developing and operating the business of MEDIQ/PRN which it believes offers the best opportunity for future growth with reduced leverage. MEDIQ/PRN is the country's leading provider of life support and critical care equipment on a rental basis. The Company also announced on October 23, 1995 that in light of the concentration on the growth of MEDIQ/PRN, the Board of Directors accepted the resignation of Bernard J. Korman as President and Chief Executive Officer of the Company with thanks for his 22 years of loyal service and leadership. Further, the Board elected Thomas E. Carroll, currently the President of MEDIQ/PRN, as President of the Company, Chief Executive Officer of both the Company and MEDIQ/PRN and a director of the Company. The Company also announced on October 23, 1995 that it continues to support the previously announced efforts of the Board of Directors of NutraMax Products, Inc. to explore opportunities to maximize value for NutraMax shareholders. MEDIQ owns 47% of NutraMax Products, Inc. (NASDAQ:NMPC), a leading private label health and personal care products company, marketing products in the feminine needs, cough/cold, baby care, eye care and personal care categories. The Company also announced on October 23, 1995 that it reaffirmed its intention to pursue the realization of the value of its investment in PCI Services, Inc. MEDIQ owns 47% of PCI Services, Inc. (NASDAQ:PCIS), a leading independent provider of pharmaceutical packaging services. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits 99.1 Press Release, dated October 19, 1995 99.2 Press Release, dated October 23, 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: November 6, 1995 EX-99.1 2 PRESS RELEASE NEWS RELEASE IMMEDIATE (October 19, 1995) MEDIQ Incorporated (609) 665-9300 PENNSAUKEN, NJ - MEDIQ Incorporated today announced that the Special Committee of its Board of Directors formed for the purpose of exploring alternative ways to maximize shareholder value has determined to recommend to the Board of Directors that the Board reject the two outstanding offers to acquire the Company and terminate any further efforts to sell the Company at this time. The meeting of the Board at which the Special Committee's recommendation will be submitted for consideration is scheduled for Monday, October 23, 1995 at 10:00 A.M. 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 in 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 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. EX-99.2 3 PRESS RELEASE NEWS RELEASE IMMEDIATE (October 23, 1995) THOMAS E. CARROLL Chief Executive Officer MEDIQ Incorporated (609) 662-3200 PENNSAUKEN, NJ - MEDIQ Incorporated today announced that the Board of Directors of the Company accepted the recommendation of its Special Committee to reject the two outstanding offers to acquire the Company and terminate any further efforts to sell the Company at this time. The Company will continue the process of divesting itself of substantially all operating assets of the Company, other than its wholly-owned subsidiary, MEDIQ/PRN Life Support Services, Inc. and will use the divestiture proceeds to retire debt. MEDIQ said that after evaluating various alternatives for maximizing shareholder value, including the possible sale of all or substantially all of the stock or assets of the Company, the Board determined to concentrate on further developing and operating the business of MEDIQ/PRN which it believes offers the best opportunity for future growth with reduced leverage. MEDIQ/PRN is the country's leading provider of life support and critical care medical equipment on a rental basis. In light of the concentration on the growth of MEDIQ/PRN, the Board of Directors has accepted the resignation of Bernard J. Korman as President and Chief Executive Officer of the Company with thanks for his 22 years of loyal service and leadership. Further, the Board has elected Thomas E. Carroll, currently the President of MEDIQ/PRN, as President of the Company, Chief Executive Officer of both the Company and MEDIQ/PRN and a director of the Company. MEDIQ also stated that it continues to support the previously announced efforts of the Board of Directors of NutraMax Products, Inc. to explore opportunities to maximize value for NutraMax shareholders. MEDIQ owns 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. MEDIQ reaffirmed its intention to pursue the realization of the value of its investment in PCI Services, Inc. MEDIQ owns 47% of PCI Services, Inc. (NASDAQ:PCIS), a leading independent provider of pharmaceutical packaging services. 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 also owns 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-----