-----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, BJIVN0GDPlOrZA/ofSJ5fUDy6az0AoVfyixFhw6gD28IDerEzPq03LemBDmZxEnR gOsuH5lKBRwSH9iwlfmJzw== 0000950115-96-001038.txt : 19960801 0000950115-96-001038.hdr.sgml : 19960801 ACCESSION NUMBER: 0000950115-96-001038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960731 SROS: NONE GROUP MEMBERS: MEDIQ INC GROUP MEMBERS: MEDIQ INVESTMENT SERVICES, INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PCI SERVICES INC/DE CENTRAL INDEX KEY: 0000879534 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 351724168 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42666 FILM NUMBER: 96601346 BUSINESS ADDRESS: STREET 1: 1403 FOULK RD STE 102 CITY: WIMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024790281 MAIL ADDRESS: STREET 1: 3001 RED LION RD CITY: PHILADELPHIA STATE: PA ZIP: 19114 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D ------------------------------------- OMB APPROVAL ------------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response..........14.90 ------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PCI SERVICES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 693206 10 4 (CUSIP Number) F. Douglas Raymond, III Drinker Biddle & Reath Philadelphia National Bank Building 1345 Chestnut Street Philadelphia, PA 19107 (215) 988-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box | |. Check the following box if a fee is being paid with the statement | |, (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) SCHEDULE 13D - -------------------------- ---------------------------------- CUSIP No. 693 206 104 Page 2 of 6 Pages - -------------------------- ---------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MEDIQ Incorporated IRS Identification No. 51-0219413* - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT T ITEMS 2(d) OR 2(e) | | - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH -------------------------------------------- 8 SHARED VOTING POWER 2,875,000 -------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,875,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,875,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.29% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------------- -------------------------------------- CUSIP No. 693 206 104 Page 3 of 6 Pages - ----------------------------- -------------------------------------- - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MEDIQ Investment Services, Inc. IRS Identification No. 51-0261761 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH -------------------------------------------- 8. SHARED VOTING POWER 2,875,000 -------------------------------------------- 9. SOLE DISPOSITIVE POWER -0- -------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,875,000 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,875,000 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.29% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. -4- The statement on Schedule 13D (the "Original Schedule 13D") dated September 9, 1992, as amended by Amendment No. 1 ("Amendment No. 1"), dated March 29, 1996, and filed with the Securities and Exchange Commission by MEDIQ Incorporated ("MEDIQ") and MEDIQ Investment Services, Inc. ("MIS", and together with MEDIQ, the "Reporting Persons") with respect to beneficial ownership of Common stock, par value $.001 per share (the "Common Stock"), of PCI Services, Inc. (the "Issuer") is hereby amended as provided herein. Item 4. Purpose of Transaction. Item 4 is amended to delete the last paragraph of Item 4 and insert the following language at the end of Item 4: On July 23, 1996 MEDIQ entered into an Agreement and Plan of Merger with Cardinal Health, Inc., an Ohio corporation ("Buyer"), Panther Merger Corp., a Delaware corporation and a wholly owned subsidiary of Buyer ("Subcorp") and the Issuer (the "Merger Agreement"). Simultaneously, the Reporting Persons also entered into a Support/Voting Agreement (the "Voting Agreement") and a Stock Option Agreement (the "Stock Option Agreement") with Buyer and a Reimbursement Agreement (the "Reimbursement Agreement") with the Issuer, each dated as of July 23, 1996. Pursuant to the Merger Agreement, and subject to the conditions set forth therein (including regulatory approvals and approval by stockholders of the Issuer), at the effective time of the Merger, Subcorp will be merged with and into the Issuer (the "Merger"). Each share of common stock of the Issuer, including without limitation all such shares held by the Reporting Persons (such shares held by the Reporting Person being referred to herein as the "Shares") will be converted into the right to receive 0.336 shares of stock of Buyer, subject to possible adjustment under the circumstances described in the Merger Agreement, plus cash in lieu of receipt of fractional shares of the common stock of Buyer. The Merger Agreement may be terminated by either the Issuer or Buyer under specified circumstances, including among others, by the Issuer or the Buyer if the average trading price of Buyer's common stock over a specified period prior to the special meeting of the Issuer's stockholders called to approve the Merger falls below certain levels. The foregoing summary of the Merger is qualified in its entirety by reference to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and incorporated herein in its entirety by reference. Pursuant to the Voting Agreement, the Reporting Persons have agreed (i) to vote the Shares at any meeting of stockholders of the Issuer called to consider and vote to approve the Merger and the Merger Agreement and/or the transactions contemplated thereby in favor thereof, (ii) not to vote such Shares in favor of any recapitalization, merger, consolidation or other business combination involving the Issuer, or acquisition of any capital stock or any material portion of the assets (except for acquisition of assets in the ordinary course of business consistent with past -5- practice) of the Issuer, or any combination of the foregoing (a "Competing Transaction") and (iii) not to, and not to permit any company, trust or other entity controlled by the Reporting Persons to, and not to permit any of their affiliates to, contract to sell, sell or otherwise transfer or dispose of any of the Shares or any interest therein or securities convertible thereinto or any voting rights with respect thereto other than pursuant to the Merger Agreement or with Buyer's consent. The Voting Agreement may be terminated at the option of any party at any time upon the earlier of the termination of the Merger Agreement or the date upon which the Merger becomes effective. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the copy of the Voting Agreement included as Exhibit 2 to this Schedule 13D and incorporated herein in its entirety by reference. In accordance with the terms of the Stock Option Agreement, the Reporting Persons have granted Buyer an option (the "Option"), exercisable under certain circumstances and subject to certain adjustments, to purchase the Shares at a price per share (the "Purchase Price"), payable in cash, equal to the lower of (x) $23.00 or (y) the exchange ratio under the Merger Agreement, multiplied by the closing price of the common stock of Buyer as reported on the New York Stock Exchange composite tape on the last trading day immediately preceding the date of delivery to Issuer of written notice of Buyer's exercise of the Option, provided that, notwithstanding the foregoing, in no event will the Purchase Price be less than $19.53. The Option may be exercised in part only for less than 390,500 Shares in the aggregate, unless Buyer exercises the Option for at least 2,253,876 Shares. The Option shall terminate upon the earliest to occur of the effective time of the Merger or termination of the Merger Agreement under certain other circumstances. As of the date hereof, the Option is not exercisable. The foregoing summary of the Stock Option Agreement is qualified in its entirety by reference to the copy of the Stock Option Agreement included as Exhibit 3 to this Schedule 13D and incorporated herein in its entirety by reference. MEDIQ also entered into a Reimbursement Agreement with the Issuer pursuant to which MEDIQ has agreed to reimburse the Issuer for any termination fees (up to $5 million) or reimbursement of expenses (up to $1 million) that the Issuer is required to pay to Buyer pursuant to Section 7.2 of the Merger Agreement solely by reason of the breach of MEDIQ's obligations pursuant to the Merger Agreement, Stock Option Agreement or Voting Agreement, subject to the maximum amounts set forth above. The foregoing summary of the Reimbursement Agreement is qualified in its entirety by reference to the copy of the Reimbursement Agreement included as Exhibit 4 to this Schedule 13D and incorporated herein in its entirety by reference. Pursuant to the Merger Agreement, upon consummation of the Merger, the officers of the Issuer shall be the officers of the -6- Surviving Corporation and the directors of Subcorp shall be the directors of the Surviving Corporation. Pursuant to the Merger Agreement, upon consummation of the Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended so as to contain the provisions, and only the provisions, contained in the Certificate of Incorporation of Subcorp, except for Article I thereof, which shall continue to read, "The name of the corporation is 'PCI Services, Inc.'", and the By-laws of Subcorp shall be the By-laws of the Surviving Corporation; in each case until amended in accordance with applicable law. Item 5 Interest in Securities of the Issuer. Items 5(a)-(d) are amended by adding the following: As described in Item 4 hereof, Buyer has the right, under the circumstances and subject to the limitations set forth in the Stock Option Agreement, to acquire up to all the Shares. The Option is not currently exercisable and the Reporting Persons do not presently share with Buyer voting or dispositive power with respect to any of the Shares. The foregoing description of certain terms set forth in the Stock Option Agreement is qualified in its entirety by reference to the copy of the Stock Option Agreement included as Exhibit 3 to this Schedule 13D and incorporated herein in its entirety by reference. Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is amended in its entirety and restated to read as follows: The Reporting Persons have entered into the Merger Agreement, Voting Agreement, Stock Option Agreement and Reimbursement Agreement with the Issuer. All such agreements, other than the Merger Agreement, will terminate upon the effective time of the Merger. The Merger Agreement is included as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. See Item 4. The Voting Agreement is included as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. See Item 4. The Stock Option Agreement is included as Exhibit 3 to this Schedule 13D and is incorporated herein by reference. See Item 4. The Reimbursement Agreement is included as Exhibit 4 to this Schedule 13D and is incorporated herein by reference. See Item 4. -7- Item 7 Material to be Filed as Exhibits -------------------------------- Item 7 is amended to file the following additional documents as exhibits: 1. Agreement and Plan of Merger dated as of July 23, 1996 by and among Cardinal Health, Inc., Panther Merger Corp., PCI Services, Inc. and MEDIQ Incorporated is incorporated herein by reference to Exhibit 2.1 to the Schedule 13D filed by Cardinal Health, Inc. with respect to the securities of PCI Services, Inc. on July 29, 1996. 2. Support/Voting Agreement dated as of July 23, 1996, by and among Cardinal Health, Inc., MEDIQ Incorporated and MEDIQ Investment Services, Inc. is incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by Cardinal Health, Inc. with respect to the securities of PCI Services, Inc. on July 29, 1996. 3. Stock Option Agreement dated as of July 23, 1996 by and among Cardinal Health, Inc., MEDIQ Incorporated and MEDIQ Investment Services, Inc. is incorporated herein by reference to Exhibit 2.2 to the Schedule 13D filed by Cardinal Health, Inc. with respect to the securities of PCI Services, Inc. on July 29, 1996. 4. Reimbursement Agreement dated as of July 23, 1996 between MEDIQ Incorporated and PCI Services, Inc. 5. Press Release dated July 24, 1996. -8- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 30, 1996 MEDIQ INCORPORATED /s/ Michael F. Sandler --------------------------- Michael F. Sandler Chief Financial Officer MEDIQ INVESTMENT SERVICES, INC. /s/ Michael F. Sandler ------------------------------ Michael F. Sandler Chief Financial Officer -9- EX-99.4 2 REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT This Reimbursement Agreement (the "Agreement") is made and entered into this 23rd day of July, 1996, by and between PCI Services, Inc, a Delaware corporation ("PCI"), and MEDIQ INCORPORATED, a Delaware corporation ("MEDIQ"). R E C I T A L S: WHEREAS, PCI and MEDIQ have negotiated and plan to enter into an Agreement and Plan of Merger (the "Merger Agreement") by and among Cardinal Health, Inc. ("Cardinal"), Panther Merger Corp. ("PMC"), PCI and MEDIQ, pursuant to which, among other things, PMC shall be merged with and into PCI; WHEREAS, Section 7.2 of the Merger Agreement provides for the payment of certain amounts by PCI to Red in the event of the termination of the Merger Agreement under certain circumstances, including MEDIQ's failure to perform its obligations under the Merger Agreement; and WHEREAS, as a condition to proceeding with the transactions set forth in the Merger Agreement, PCI has required, and MEDIQ has agreed to provide, the reimbursement of PCI as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth herein, the parties, intending to be legally bound, hereby agree as follows: 1. Reimbursement. If PCI is required pursuant to Section 7.2 of the Merger Agreement to pay to Cardinal a termination fee (up to $5 million) or reimbursement (up to $1 million) of Cardinal's expenses following a termination of the Agreement by Cardinal pursuant to Section 7.1 solely by reason of the breach of MEDIQ's obligations pursuant to the Merger Agreement, the MEDIQ Option or the MEDIQ Support Agreement, then MEDIQ shall, within two business days after receipt of notice of such payment by PCI, reimburse PCI therefor, subject to the maximum amounts set forth above. Any request by Cardinal for payment of any such termination fee or expenses is referred to herein as a "Claim." 2. Indemnification Procedures. PCI shall promptly notify MEDIQ of any Claim, and include in such notice the nature of any such Claim or potential Claim of Cardinal, within one business day after any termination of the Merger Agreement, and include in such notice the factual basis, and, if known, the estimated amount of the claim. MEDIQ shall have the right, at its expense, to undertake the defense of or, with the consent of PCI (which consent shall not unreasonably be withheld), to settle or compromise any such Claim, unless PCI waives all rights to reimbursement or indemnity against MEDIQ with respect to such Claim. The election by MEDIQ to undertake the defense of a Claim shall not preclude PCI also from participating in such defense, so long as it bears its own legal fees and expenses for so doing. 3. Notices. All notices pursuant to this Agreement shall be given as follows: TO PCI Services, Inc: PCI Services, Inc 3001 Red Lion Road Philadelphia, PA 19114 Attention: Daniel F. Gerner, President TO MEDIQ INCORPORATED: MEDIQ Incorporated One MEDIQ Plaza Pennsauken, NJ 08110 Attention: Thomas J. Carroll Unless otherwise provided herein, all notices, demands, elections, requests or other communications given or made under this Agreement must be in writing and shall be deemed properly given or made only if delivered to the respective addresses indicated above (or to such other address as may be specified by notice) in one of the following manners: (i) by hand; (ii) by facsimile; (iii) by overnight delivery service; or (iv) by certified mail, return receipt requested. Any notice shall have been deemed to have been given on the date of delivery. 4. Effect of this Agreement. Nothing contained in this Agreement shall be construed as a waiver of rights under the Merger Agreement except as expressly provided herein. 5. Governing Law. This Agreement shall be construed and interpreted according to the laws of the State of Delaware. 6. No Waiver. No failure of any party at any time or times to require performance of any provision hereof, and no delay in exercising any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by any party preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy of such party. 7. Counterparts. The Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one instrument. -2- 8. Expenses. Each party shall pay the reasonable attorneys' fees and expenses incurred by the other party hereto in connection with its enforcement of its rights hereunder, to the extent it is the prevailing party in the litigation. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written. PCI Services, Inc. By: /s/ Daniel F. Gerner MEDIQ INCORPORATED By: /s/ Michael Sandler Senior Vice President -3- EX-99.5 3 NEWS RELEASE MEDIQ _ |_| NEWS RELEASE Date: IMMEDIATE (July 24, 1996) Contact: Michael F. Sandler Chief Financial Officer MEDIQ Incorporated (609) 665-9399 MEDIQ ANNOUNCES PCI SERVICES, INC. MERGING WITH CARDINAL HEALTH, INC. PENNSAUKEN, N.J. -- MEDIQ Incorporated (AMEX:MED) reported today that PCI Services, Inc., a company in which MEDIQ owns a substantial interest, announced it has agreed to be acquired by Cardinal Health, Inc. MEDIQ owns 2,875,000 shares of the common stock of PCI, or approximately 46% of PCI's total outstanding shares. Under the terms of the merger agreement, shareholders of PCI will receive 0.336 shares of Cardinal Health common stock for each common share of PCI owned at the time that the transaction closes. Cardinal Health will issue approximately 2.1 million shares in the merger representing a transaction value of approximately $201 million, based upon yesterday's closing stock price and including PCI's outstanding debt of approximately $56 million. The combination is expected to be accounted for as a pooling of interests. In connection with the transaction, MEDIQ has granted Cardinal Health an option to purchase all of the shares of PCI owned by MEDIQ, exercisable upon the occurrence of certain events and has agreed to vote in favor of the transaction. The merger is expected to be completed in the fall, subject to approval by shareholders of PCI, and the receipt of requisite regulatory approvals. The merger agreement may be terminated by either PCI or Cardinal Health under specified circumstances, including, among others, if the average trading price of Cardinal Health's common stock over a specified period prior to the PCI stockholders' meeting is less than $58.12. PCI will not be able to terminate the agreement if Cardinal Health increases the exchange ratio in the manner provided by the agreement. Moreover, either PCI or Cardinal Health may terminate the merger agreement if Cardinal Health's average trading price over the relevant period is less than $54.70. -MORE- -2- Thomas E. Carroll, President and Chief Executive Officer of MEDIQ, said that "we are extremely pleased with this transaction because it is another significant step in implementing MEDIQ's strategic plan to reduce debt with proceeds to be realized from the sale of non-core assets." If the merger were to be consummated at yesterday's closing stock price for Cardinal Health stock, MEDIQ would receive shares of Cardinal Health having a market value of approximately $66.125 million and would report an after-tax gain of approximately $24 million or approximately $1.00 per share of MEDIQ common stock. MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures (MED.C and MED.NP) are traded on the American Stock Exchange, through its wholly-owned subsidiary, MEDIQ/PRN Life Support Services, Inc., is the largest movable critical care and life support medical equipment rental business in the United States. MEDIQ also owns 47% of NutraMax Products, Inc. (NASDAQ:NMPC), a leading private health and personal care products company. -----END PRIVACY-ENHANCED MESSAGE-----