-----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, MjjDxDRCFIQzR2g2vjL49F/wyWsHoc/zem2uyNrUaSs7lgDAy4b1QhvH6HCLgOd0 wOgWxDa9fJFjm6L7CEnTQw== 0000950115-97-000274.txt : 19970228 0000950115-97-000274.hdr.sgml : 19970228 ACCESSION NUMBER: 0000950115-97-000274 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970227 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL HOSPITAL SERVICES INC CENTRAL INDEX KEY: 0000886171 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 410760940 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42484 FILM NUMBER: 97545940 BUSINESS ADDRESS: STREET 1: 1250 NORTHLAND PLZ STREET 2: 3800 W 80TH ST CITY: BLOOMINGTON STATE: MN ZIP: 55431-4442 BUSINESS PHONE: 6128933200 MAIL ADDRESS: STREET 1: 1250 NORTHLAND PLAZA STREET 2: 3800 W 80TH STREET CITY: BLOOMINGTON STATE: MN ZIP: 55431-4442 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 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 1 SCHEDULE 13D SCHEDULE 13D Under the Securities Exchange Act of 1934 * UNIVERSAL HOSPITAL SERVICES, INC. --------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 91359L109 ------------ (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) February 17, 1997 ----------------------------------------------------- (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.) * 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). SCHEDULE 13D - ---------------------------- ------------------------------ CUSIP No. 91359L109 Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MEDIQ Incorporated IRS Identification No. 51-0219413* PRN Merger Corporation 22-3493349 IRS Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MEDIQ Incorporated - Delaware; PRN Merger Corporation - Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------- 9 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 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. This Schedule 13D (the "statement") is being filed as an original filing with the Securities and Exchange Commission by MEDIQ Incorporated, a Delaware corporation ("MEDIQ"), and PRN Merger Corporation, a Minnesota corporation and wholly-owned indirect subsidiary of MEDIQ ("Merger Sub"), in connection with the proposed merger (the "Merger") of Merger Sub with and into Universal Hospital Services, Inc. ("Issuer"). The statement is being filed with respect to various Support/Voting Agreements between MEDIQ, Merger Sub and certain directors and executive officers of the Issuer who beneficially own an aggregate of 858,907 shares of common stock of the Issuer (or approximately 16% of the total outstanding shares of common stock of the Issuer). Item 1. Security and Issuer. This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of the Issuer. The Issuer is a Minnesota corporation and has its principal executive offices located at 1250 Northland Plaza, 3800 West 80th Street, Bloomington, MN 55431-4442. Item 2. Identity and Background. The Reporting Persons for this statement are MEDIQ Incorporated, a Delaware corporation, and PRN Merger Corporation, a Minnesota corporation and a wholly-owned indirect subsidiary of MEDIQ, each with its principal offices at One MEDIQ Plaza, Pennsauken, New Jersey 08110. MEDIQ, through its operating subsidiaries, operates the largest movable critical care and life support medical equipment rental business in the United States, renting a wide variety of equipment for use by acute care hospitals, alternative care facilities, nursing homes and home health care companies. Merger Sub is an indirect wholly-owned subsidiary of MEDIQ that was incorporated in Minnesota on February 6, 1997 for the purpose of effecting the transactions described in Item 4 below. Merger Sub has not engaged in any activities other than in connection with such proposed transactions. The names, business or residence addresses and present principal occupations of the (i) directors and executive officers of each of the Reporting Persons and (ii) trustees of certain trusts which beneficially own shares of common stock and preferred stock of each of the Reporting Persons, each of whom is a United States citizen, is attached on Schedule I. During the last five years neither the Reporting Persons nor such persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On February 10, 1997, the Reporting Persons entered into an Agreement and Plan of Merger (the "Merger Agreement") -3- with the Issuer providing for the merger of Merger Sub with and into Issuer, with the Issuer continuing as the Surviving Corporation (as defined in the Merger Agreement). Certain provisions of the Merger Agreement, which is incorporated by reference as Exhibit 1 to this Schedule 13D, are summarized in Item 4 below. On February 17, 1997, the Reporting Persons entered into Support/Voting Agreements (the "Voting Agreements") with the Issuer and the following directors and executive officers of the Company: Thomas A. Minner (President and Chief Executive Officer and a Director of the Issuer), Paul W. Larsen (Secretary and a Director of the Issuer), Michael W. Bohman (Vice-President, Customer Service and Sales and a Director of the Issuer) and Duane R. Wenell (Vice-President, Marketing and a Director of the Issuer). Certain provisions of the Voting Agreements, a form of which is attached hereto as Exhibit 2, are summarized in Item 4 below. As a result of the execution of the Merger Agreement and the Voting Agreements, the Reporting Persons may be deemed, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), to have formed a "group" with the directors and executive officers mentioned above. Each of the Reporting Persons expressly declares that the filing of this statement on Schedule 13D shall not be construed as an admission by it, for the purposes of Section 13(d) or Section 13(g) of the Exchange Act, that it has formed a group, that it is the beneficial owner of, or that it has any shared voting or dispositive power over any shares of Common Stock of the Issuer. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons have not paid any amount of funds or other consideration to the Issuer or any other person in connection with entering into the Voting Agreements. If the Merger is consummated, the total amount required to pay the Merger consideration to the Issuer's shareholders, refinance indebtedness of the Issuer that will be accelerated by reason of the Merger, and pay estimated fees and expenses of MEDIQ and Merger Sub, will be approximately $144,000,000. Merger Sub expects to obtain the necessary funds to consummate the Merger and pay all related fees and expenses from the general corporate funds of MEDIQ, which intends to obtain such funds from funds on deposit with its lenders and loans under its existing credit agreement (the "Credit Agreement") with a group of lenders for which Banque Nationale de Paris acts as Administrative Agent and Initial Issuing Bank, and NationsBank, N.A. acts as Documentation Agent. Certain amendments to the Credit Agreement were made on January 24, 1997, to increase the amount of the credit facility and otherwise facilitate the financing of the Merger. The availability of loan proceeds under the Credit Agreement to finance the Merger is subject to certain conditions set forth in the Credit Agreement, including: (i) approval and adoption of the Merger Agreement by a majority of the holders of -4- shares of Issuer's Common Stock; (ii) receipt of all necessary governmental approvals; and (iii) the satisfaction, before and after the Merger, of certain financial conditions set forth in the Credit Agreement. MEDIQ expects such financial conditions to be satisfied at the effective time of the Merger. Item 4. Purpose of Transaction. The purpose of the transactions described herein is to consummate the proposed Merger. There can be no assurance, however, that the proposed Merger will be consummated or as to the timing or exact terms thereof. On February 10, 1997, the Reporting Persons and the Issuer entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the conditions set forth therein (including regulatory approvals and approval by shareholders of the Issuer), at the effective time of the Merger, (i) Merger Sub will be merged with and into Issuer, (ii) the Issuer's Board of Directors will be composed of individuals designated by MEDIQ, (iii) the officers of Merger Sub will become the officers of Issuer after the Merger, in each case until their respective successors are duly appointed or elected and qualified, (iv) the Issuer's shareholders will cease to be shareholders of Issuer and will not share in the future earnings or growth of Issuer, (v) each share of the Common Stock of Issuer, together with the associated rights to purchase certain shares of preferred stock, shall be cancelled, extinguished and converted into and become a right to receive $17.50 in net cash per share, subject to adjustment for any stock split, subdivision, reclassification, recapitalization, split, combination or exchange prior to the consummation of the Merger, (other than those shares as to which dissenters' rights are perfected), (vi) each share of Merger Sub's outstanding capital stock owned by MEDIQ shall be converted into one share of Common Stock of Issuer, and (vii) the bylaws and articles of incorporation of Issuer, as the Surviving Corporation (as defined in the Merger Agreement), will be amended to be identical (save for the name of the corporation) to those of the Merger Sub. Upon consummation of the Merger, the registration of Issuer's Common Stock under the Exchange Act will be terminated and Issuer's Common Stock will cease to be reported on the NASDAQ Stock Market. The foregoing summary of the Merger Agreement is qualified in its entirety by reference to a copy of the Merger Agreement incorporated by reference as Exhibit 1 to this Schedule 13D and incorporated herein in its entirety by reference. Following the execution of the Merger Agreement, on February 17, 1997 the Reporting Persons entered into the Voting Agreements with the Issuer and the directors and executive officers named in Item 2 above. Pursuant to the Voting Agreements, the directors and executive officers of the Issuer named in Item 2 above severally agreed (i) to vote certain shares of Common Stock beneficially owned or controlled by him or her (the "Shares") at any meeting of shareholders of the Issuer called to consider and vote to approve the Merger Agreement and the Merger and/or the transactions contemplated thereby, (ii) not to vote the Shares in favor of any recapitalization, merger, consolidation or other business combination involving the Issuer, -5- or acquisition of any capital stock of any material portion of the assets, or any combination of the foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage in discussions with any person (other than the Reporting Persons or their respective directors, officers, employees, agents and representatives) with respect to any Competing Transaction or enter into any agreement, arrangement or understanding with respect to any Competing Transaction or agree to or otherwise assist in the effectuation of any Competing Transaction, and (iii) not to, and not to permit any company, trust or other entity controlled by him or her, to contract to sell, sell or otherwise transfer or dispose of any of the Shares or any interest therein or any option or securities convertible thereinto or any voting rights with respect thereto, other than pursuant to the Merger. The Voting Agreements may be terminated at the option of any party at any time upon which the Merger becomes effective or the Merger Agreement is terminated. The foregoing summary of the Voting Agreements is qualified in its entirety by reference to a form of the Voting Agreements included as Exhibit 2 to this Schedule 13D and incorporated herein in its entirety by reference. All Voting Agreements that were entered into are identical to the form of Voting Agreement included as Exhibit 2. Except as set forth herein or as provided in the Merger Agreement, the Reporting Persons do not have any current plans or proposals that relate to or would result in (i) the acquisition by any person of shares of the Issuer or the disposition of shares of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation; (iii) a sale or transfer of any material amount of assets of the Issuer; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter or bylaws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. The Reporting Persons do not beneficially own any securities of the Issuer and are filing this statement only in connection with their entering into the Voting Agreements described in Item 4. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. -6- The Reporting Persons have entered into the Merger Agreement with the Issuer and the Voting Agreements with the Issuer and the persons named in response to Item 2. The Voting Agreements will terminate upon the effective time of the Merger. The Merger Agreement is incorporated by reference as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. See Item 4. A form of the Voting Agreements is included as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. See Item 4. Item 7. Material to be Filed as Exhibits. 1. Agreement and Plan of Merger, dated February 10, 1997, among MEDIQ Incorporated, PRN Merger Corporation and Universal Hospital Services, Inc., is incorporated herein by reference to Exhibit 1 to the Form 8-K filed by Universal Hospital Services, Inc. on February 27, 1997. 2. A form of the Support/Voting Agreements, dated February 17, 1997, by and among MEDIQ Incorporated, PRN Merger Corporation, Universal Hospital Services, Inc. and the persons named therein. 3. Credit Agreement, dated as of October 1, 1996, among MEDIQ/PRN Life Support Services, Inc., MEDIQ Incorporated, PRN Holdings, Inc., the Lender Parties thereto, Banque Nationale De Paris, as Administrative Agent and Initial Issuing Bank, and Nationsbank, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by MEDIQ Incorporated on December 30, 1996. 4. Security Agreement, dated as of October 1, 1996, among MEDIQ/PRN Life Support Services, Inc., MEDIQ Incorporated, PRN Holdings, Inc., the Lender Parties thereto, Banque Nationale De Paris, as Administrative Agent and Initial Issuing Bank, and Nationsbank, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 4 to Schedule 13D filed by MEDIQ Incorporated on October 11, 1996. 5. Amendment to Credit Agreement, dated January 24, 1997, among MEDIQ/PRN Life Support Services, Inc., MEDIQ Incorporated, PRN Holdings, Inc., the Lender Parties thereto, Banque Nationale De Paris, as Administrative Agent and Initial Issuing Bank, and Nationsbank, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 4.1(a) to the Form 10-Q filed by MEDIQ Incorporated on February 24, 1997. -7- 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: February 27, 1997 MEDIQ INCORPORATED /s/ Michael F. Sandler ------------------------------------- Michael F. Sandler Chief Financial Officer PRN MERGER CORPORATION /s/ Jay M. Kaplan ------------------------------------- Jay M. Kaplan Treasurer -8-
SCHEDULE I Name, Business or Residence Ownership of Shares of Addresses* Principal Occupation Common Stock of the Issuer - --------------------------- --------------------- -------------------------- Michael J. Rotko, Esquire** Partner, Drinker Biddle & Reath, a -0- Philadelphia National Bank Bldg. law firm and a Director and 1345 Chestnut Street Chairman of MEDIQ Philadelphia, PA 19107-3496 Jacob A. Shipon Physician, Director of MEDIQ -0- 5200 E. Roosevelt Boulevard Philadelphia, PA 19124 Thomas E. Carroll President and Chief Executive -0- Officer and a Director of MEDIQ, PRN Merger Corporation and MEDIQ/PRN Support Services, Inc. Michael F. Sandler Senior Vice President, Finance and -0- Chief Financial Officer, Treasurer and a Director of MEDIQ. Sheldon M. Bonovitz, Esquire Partner, Duane, Morris & -0- Duane, Morris & Heckscher Heckscher, a law firm and a Director 4200 One Liberty Place of MEDIQ Philadelphia, PA 19103 Lionel Felzer Retired; a Director of MEDIQ -0- Breyer Woods 412 Linden Drive Elkins Park, PA 19027 Mark S. Levitan Vice President -- Consulting -0- 529 Spring Mill Road Division, MedQuist Inc. and a Villanova, PA 19085 Director of MEDIQ Jay M. Kaplan Senior Vice President and Chief -0- Financial Officer of MEDIQ/PRN Life Support Services, Inc. and Assistant Treasurer of MEDIQ, Treasurer and a Director of PRN Merger Corporation H. Scott Miller President, Strategic Advisors -0- Strategic Advisors International, Inc. and a Director International, Inc. of MEDIQ One Tower Bridge West Conshohocken, PA 19428 William L. Rotko Writer -0- 1738 Nickels Canyon Road Los Angeles, CA Thomas Rotko Attorney -0- 303 Second Avenue Apt. 508 New York, NY 10003 David Shipon Physician -0- Wanamaker House 2020 Walnut Street Philadelphia, PA 19103 -9- Marc Shipon Attorney -0- c/o Shipon and Skarbeck 5200 E. Roosevelt Blvd. Philadelphia, PA 19124 Alan S. Einhorn Secretary and a Director of PRN -0- Merger Corporation and of MEDIQ; Vice-President Legal Affairs, General Counsel and Assistant Secretary of MEDIQ/PRN Life Support Services, Inc. Bessie G. Rotko Retired, former Director of MEDIQ -0- Judith M. Shipon Homemaker -0- John Iskrant Partner, Schnader Harrison Segal & -0- 1600 Market Street Lewis Suite 3600 Philadelphia, PA 19103-4252 PNC Bank, National Association -0- 1600 Market Street Philadelphia, PA 19103-4252 -0-
* If not otherwise indicated, the business address of each person is One Mediq Plaza, Pennsauken, NJ 08110-1460. ** Michael J. Rotko is the son of Bessie G. Rotko. Mrs. Rotko, who resigned as a director effective November 29, 1995, is the income beneficiary, during her lifetime, of certain trusts (the "Rotko Trusts") created by her late husband, Bernard B. Rotko, M.D., who was the founder of MEDIQ. The Rotko Trusts collectively hold 3,638,664 shares of Common Stock of MEDIQ, including shares which may be acquired upon conversion of convertible debentures, and 3,647,197 shares of Preferred Stock, as to which Mrs. Rotko, Mr. Rotko, Judith M. Shipon, John Iskrant, Esq. and PNC Bank, National Association, share voting and dispositive power as co-trustees. Mrs. Shipon is the wife of Jacob A. Shipon and the daughter of Mrs. Rotko and the late Dr. Rotko. -10- EX-99.2 2 SUPPORT/VOTING AGREEMENT February____, 1996 MEDIQ Incorporated One MEDIQ Plaza Pennsauken, NJ 08110 PRN Merger Corporation One MEDIQ Plaza Pennsauken, NJ 08110 Re: Support/Voting Agreement Dear Sirs: The undersigned understands that MEDIQ Incorporated ("MEDIQ"), PRN Merger Corporation, an indirect wholly-owned subsidiary of MEDIQ ("Merger Sub") and Universal Hospital Services, Inc. ("UHS") are entering into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), providing for, among other things, the merger of Merger Sub with and into UHS (the "Merger"). Section 1. The undersigned confirms and agrees with you as follows: A. He is the beneficial or record owner of the number of shares of capital stock of UHS set forth opposite his name on Schedule I hereto (the "Shares"), free and clear of all liens, charges, encumbrances, adverse claims, voting agreements and commitments of every kind, except as disclosed on Schedule I. Except as set forth on Schedule I, neither he nor any company, trust or other entity controlled by him owns any additional shares of the capital stock of UHS or any interest therein or has any voting rights with respect to any additional shares of capital stock of UHS. B. He will not, and will not permit any company, trust or other entity controlled by him, to contract to sell, sell or otherwise transfer or dispose of any of the Shares or any interest therein or options or securities convertible thereinto or any voting rights with respect thereto, other than pursuant to the Merger, unless the proposed transferree and UHS enter into a letter agreement with MEDIQ and Merger Sub identical to this letter agreement concurrently with such proposed transfer. C. He will, and will cause any company, trust or other entity controlled by him to, cooperate fully with you in connection with the Merger Agreement and the transactions contemplated thereby. He will not, and will not permit any such company, trust or other entity to, directly or indirectly (including through its officers, directors, employees or other representatives) solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving UHS or its subsidiary, or acquisition of any capital stock or any material portion of the assets of UHS, or any combination of the foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage in discussions with any person (other than MEDIQ, Merger Sub or their respective directors, officers, employees, agents and representatives) with respect to any Competing Transaction or enter into any agreement, arrangement or understanding with respect to any Competing Transaction or agree to or otherwise assist in the effectuation of any Competing Transaction; provided, however, that nothing herein shall restrict him from taking any action in his capacity as an officer or director of UHS that he is permitted to take in such capacity under the Merger Agreement. D. He will, and will cause any company, trust or other entity controlled by him to, vote all of the Shares beneficially owned or controlled by him at the record date for any meeting of shareholders of UHS at which the Merger, the Merger Agreement and/or the transactions contemplated thereby are considered, in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and neither he nor any company, trust or other entity controlled by him will vote any Shares (or grant a proxy with respect to any Shares) in favor of any Competing Transaction at any meeting of the shareholders of UHS. E. He represents and warrants that he has all necessary power and authority to enter into this letter agreement and that this letter agreement is the legal, valid and binding agreement of him, and is enforceable against him in accordance with its terms. F. He agrees that he will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as MEDIQ or Merger Sub may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote the Shares as contemplated by Section 1(D). Section 2. UHS agrees with and covenants to MEDIQ and Merger Sub that UHS shall not register the transfer of any of the undersigned's Shares without the prior written consent of MEDIQ. Section 3. UHS and the undersigned agree that damages are an inadequate remedy for the breach by it of any term or condition of this letter agreement and that you shall be entitled to a temporary restraining order and preliminary and permanent injunctive relief in order to enforce the terms of this letter agreement. Section 4. This letter agreement may be terminated at the option of any party at any time upon the earlier of (i) termination of the Merger Agreement, or (ii) the Effective Time (as defined in the Merger Agreement). Please confirm that the foregoing correctly states the understanding between us by signing and returning to me a counterpart hereof. Very truly yours, * ----------------------------- Name: Acknowledged and agreed to as to Sections 2 and 3. UHS By: /s/ -------------------------- Name: Title: Confirmed on the date first above written. MEDIQ By: /s/ ------------------------------ Name: Title: * An agreement in this form was executed among the Issuer, MEDIQ Incorporated, PRN Merger Corporation and each of the following individuals: Paul W. Larsen, Thomas a. Minner, Michael W. Bohman and Duane R. Wenell SCHEDULE I Number of Shares Owned Shareholder Beneficially or of Record -----END PRIVACY-ENHANCED MESSAGE-----