EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
TO TENDER
UNREGISTERED 13% SENIOR DISCOUNT DEBENTURES DUE 2009
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
MEDIQ INCORPORATED
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED , 1998
As set forth in the Prospectus (as defined below), this form or one
substantially equivalent hereto must be used to accept the Exchange Offer (as
defined below) if certificates for unregistered 13% Senior Discount Debentures
due 2009 (the "Old Debentures") of MEDIQ Incorporated are not immediately
available or time will not permit a holder's Old Debentures or other required
documents to reach the Exchange Agent (as defined below) on or prior to the
Expiration Date (as defined below), or the procedure for book-entry transfer
cannot be completed on a timely basis. This form may be delivered by facsimile
transmission, by registered or certified mail, by hand, or by overnight delivery
service to the Exchange Agent. See "THE EXCHANGE OFFERS--Procedures for
Tendering" in the Prospectus.
THE EXCHANGE OFFER FOR THE OLD DEBENTURES (THE "EXCHANGE OFFER") AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998 ("THE
EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER AND BY HAND BY REGISTERED OR CERTIFIED
BY HAND AFTER 4:30 PM UP TO 4:30 PM: MAIL:
ON THE EXPIRATION DATE ONLY:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
770 Broadway, 13th Floor 111 Broadway P.O. Box 844
New York, New York 10003 Lower Level Cooper Station
Attn: Corporate Trust New York, New York 10006 New York, New York 10276-0844
Services Attn: Corporate Trust Attn: Corporate Trust
Services Services
Telephone: (800) 548-6565
Facsimile: (212) 780-0592
(212) 420-6211
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail,
by hand, or by overnight delivery service.)
DELIVERY OF THIS NOTICE TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to MEDIQ Incorporated, a Delaware corporation
(the "Company"), in accordance with the Company's offer, upon the terms and
subject to the conditions set forth in the Prospectus dated , 1998
(the "Prospectus"), and in the accompanying Letter of Transmittal, receipt of
which is hereby acknowledged, $ in aggregate principal amount at maturity
of Old Debentures pursuant to the guaranteed delivery procedures described in
the Prospectus.
Name(s) of Registered Holder(s):
________________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code & Telephone No: ______________________________________________________
Certificate Number(s) for
Old Debentures (if available): _________________________________________________
Total Principal Amount at Maturity
Tendered and Represented
by Certificate(s): $ ___________________________________________________________
Signature of Registered Holder(s): _____________________________________________
Dated: _________________________________________________________________________
/ / The Depository Trust Company
(Check if Old Debentures will be tendered
by book-entry transfer)
Account Number: ________________________________________________________________
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, being a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchange Medallion Program or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), hereby guarantees (a) that the
above named person(s) "own(s)" the Old Debentures tendered hereby within the
meaning of Rule 14e-4 under the Exchange Act ("Rule 14e-4"), (b) that such
tender of such Old Debentures complies with Rule 14e-4 and (c) to deliver to the
Exchange Agent the certificates representing the Old Debentures tendered hereby
or confirmation of book-entry transfer of such Old Debentures into the Exchange
Agent's account at The Depository Trust Company, in proper form for transfer,
together with a Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees and any other required
documents, within three New York Stock Exchange trading days after the earlier
of (i) the date of execution hereof and (ii) the Expiration Date.
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Dated: _________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES OF OLD DEBENTURES WITH THIS FORM. CERTIFICATES OF
OLD DEBENTURES SHOULD BE SENT ONLY WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL.