-----------------------------------
OMB APPROVAL
-----------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response . . . . 14.90
-----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
Universal Standard Medical Laboratories, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
913839106
(CUSIP Number)
Check the following box if a fee is being paid with this statement /_/. (A
fee is not required only if the filing 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).
<F1> 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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 9 pages
<PAGE>
CUSIP No. ____________ 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WestSphere Capital Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. ____________ 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WestSphere Capital Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. ____________ 13G Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eduardo Bohorquez
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. ____________ 13G Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph J. Vadapalas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 pages
Item 1(a) Name of Issuer:
Universal Standard Medical Laboratories, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
26500 Northwestern Hwy., Suite 400
Southfield, Michigan 48076
Item 2(a) Name of Person Filing:
WestSphere Capital Inc. ("WCI")
WestSphere Capital Associates, L.P. ("WCA")
Eduardo Bohorquez
Joseph J. Vadapalas
Item 2(b) Address of Principal Business Office or, if none,
Residence:
c/o WestSphere Capital Associates, L.P.
55 East 59th Street, 13th floor
New York, New York 10022
Item 2(c) Citizenship:
WCI is a corporation organized under the laws of Delaware.
WCA is a limited partnership organized under the laws of
Delaware. Messrs. Bohorquez and Vadapalas are
United States citizens.
Item 2(d) Title of Class of Securities:
Common Stock, no par value per share (the "Shares")
Item 2(e) CUSIP Number:
913839106
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
This statement is not filed pursuant to Rules 13d-1(b) or
13d-2(b).
<PAGE>
Page 7 of 9 pages
Item 4 Ownership:
(a) Amount Beneficially Owned: 2,178,223
(b) Percent of Class: 33.334%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None.
(ii) Shared power to vote or the direct the vote:
Shares.
(iii) Sole power to dispose or to direct the
disposition of: None.
(iv) Shared power to dispose or to direct the
disposition of: Shares.
Portfolio Investment Company Limited ("PICL") directly
owns 2,178,223 Shares. PICL has entered into a Management
Agreement dated September 19, 1996 (The "Management
Agreement") with WCA. Pursuant to the Management Agreement
WCA acts as an investment manager for PICL whereby WCA has
the power to dispose or to direct the disposition of the
Shares owned by PICL. In addition, CLF, L.P. and CLF,
Ltd., which in the aggregate hold 219,175 Shares, have
granted irrevocable proxies to WCA, pursuant to which WCA
has the power to vote the Shares, and has entered into a
Management Agreement with WCA, pursuant to which WCA acts
as manager and administrator with respect to their general
governance, administration and operations, including the
acquisition, custody and disposition of the Shares.
Therefore, WCA may be deemed to be the beneficial owner of
the Shares directly owned by these entities. WCI is the
general partner of WCA, and therefore may be deemed to be
the beneficial owner of the Shares directly owned by these
entities. WCA and WCI disclaim this beneficial ownership.
Messrs. Bohorquez and Vadapalas are principals of
WCA and directors of WCI and therefore may be deemed to be
beneficial owners of the Shares directly owned by these
entities. Messrs. Bohorquez and Vadapalas
disclaim beneficial ownership of these Shares, except to
the extent of their pecuniary ownership.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
<PAGE>
Page 8 of 9 pages
Item 6 Ownership of More Than Five Percent on Behalf of Another
Person
No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the Shares.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
<PAGE>
Page 9 of 9 pages
SIGNATURE
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.
Date: February 13, 1997
WESTSPHERE CAPITAL INC
By:
______________________________
Name: Joseph J. Vadapalas
Title: Attorney-in-fact
WESTPHERE CAPITAL ASSOCIATES, L.P.
By:
_______________________________
Name: Joseph J. Vadapalas
Title: Attorney-in-fact
JOSEPH VADAPALAS
________________________________
EDUARDO BOHORQUEZ
________________________________
