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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13GA
Under the Securities Exchange Act of 1934
(Amendment No. 1)<FN1>
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).
<FN1> 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 6 pages
<PAGE>
CUSIP No. ____________ 13GA Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WestSphere Funding II, 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
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING None
PERSON WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
None
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 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 Funding II, L.P. ("Funding II")
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:
Funding II is a limited partnership organized under the
laws of Delaware.
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).
Item 4 Ownership:
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0.0%
<PAGE>
Page 4 of 6 pages
(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 direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: None.
(iv) Shared power to dispose or to direct the
disposition of: None.
Item 5 Ownership of Five Percent or Less of a Class:
On September 19, 1996, Funding II disposed of the Shares
by selling them to Portfolio Investment Company Limited
("PICL"), pursuant to a Subscription and Share Purchase
Agreement, dated September 19, 1996 (the "Subscription
Agreement"). Pursuant to the Subscription Agreement,
Funding II acquired 6,700 shares of PICL representing a
13.4% interest in the capital stock of PICL. As a result,
although through its corporate participation, Funding II
retains an indirect interest in the Shares, it disclaims
any "beneficial ownership" as defined under the Securities
and Exchange Act of 1934.
Item 6 Ownership of More Than Five Percent on Behalf of Another
Person
Not applicable.
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.
<PAGE>
Page 5 of 6 pages
Item 10 Certification:
Not applicable.
<PAGE>
Page 6 of 6 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 FUNDING II, L.P.
By: /s/ Joseph J. Vadapalas
Name: Joseph J. Vadapalas
Title: Attorney-in-fact
