SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): December 31, 1996
UNIVERSAL STANDARD MEDICAL LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-20400 38-2986640
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
26500 Northwestern Highway, Southfield, Michigan 48076
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 353-1450
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountants
(a) Previous Independent Accountants
On December 31, 1996, the Audit Committee of the Board of Directors
of Universal Standard Medical Laboratories, Inc. (the "Company")
determined not to retain the firm of Coopers & Lybrand LLP to audit
the Company's financial statements for the year ended December 31,
1996. Coopers & Lybrand LLP had been the Company's principal
accountants for the purpose of auditing its financial statements
since the organization of the Company.
The reports of Coopers & Lybrand LLP on the financial statements for
the years ended December 31, 1995 and 1994 contained no adverse
opinion or disclaimer of opinion, nor were they modified as to
uncertainty, audit scope or accounting principles, except as set
forth below. An accountant's report of Coopers & Lybrand contained
in a Form S-2 Registration Statement filed by the Company with the
Securities and Exchange Commission on December 8, 1995 contained a
paragraph regarding uncertainty relating to the Company's tax
indemnification obligations to MML, Inc., the business of which was
acquired by the Company in 1991. Coopers & Lybrand reissued this
accountant's report on January 16, 1996 in connection with Amendment
No. 1 to such Registration Statement without inclusion of the
foregoing tax indemnification paragraph due to a change in
accounting standards, effective January 1, 1996, which permitted the
removal of this paragraph in Coopers & Lybrand LLP's accountants
report as long as adequate disclosure regarding the same was
contained in the financial statements to which the accountant's
report related. Since the Company's financial statements relating
to such accountant's report contained such disclosure, Coopers &
Lybrand was no longer required to include the foregoing tax
indemnification paragraph in its accountant's report relating to
such financial statements.
The Company has had no disagreements with Coopers & Lybrand LLP on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Coopers &
Lybrand LLP, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports relating
to the auditing of the Company's financial statements for the years
ended December 31, 1995 and 1994 or during the period January 1,
1996 to December 31, 1996.
(b) New Independent Accountants
On December 31, 1996, the Company engaged the accounting firm of BDO
Seidman, LLP as its principal accountants to audit the Company's
financial statements for the fiscal year ending December 31, 1996.
Item 7. Financial Statements and Exhibits
7(c) - Exhibits
16 Letter Regarding Change in Certifying Accountant
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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.
UNIVERSAL STANDARD MEDICAL
LABORATORIES, INC.
Date: December 31, 1996 By: /s/ Alan S. Ker
--------------------------------
Alan S. Ker
Vice President - Finance,
Treasurer and Chief Financial
Officer
Exhibit 16
December 31, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Universal Standard Medical Laboratories,
Inc. (copy attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for
the month of January 1997. We agree with the statements concerning our Firm
in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand LLP
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Coopers & Lybrand LLP
