<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 11-K
________________________________
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED] for the fiscal year ended May 31, 1996.
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from _________________
to _____________________
Commission File No. 0-23832
A. Full title and address of the plan, if different from that of the
issuer named below:
PSS/TAYLOR MEDICAL PROFIT-SHARING 401(K) PLAN
7800 BELFORT PARKWAY, SUITE 250
JACKSONVILLE, FLORIDA 32256
(904) 281-0011
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PHYSICIAN SALES & SERVICE, INC.
7800 BELFORT PARKWAY, SUITE 250
JACKSONVILLE, FLORIDA 32256
(904) 281-0011
<PAGE> 2
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Benefits, With Fund Information
- -- May 31, 1996 and 1995.
2. Statement of Changes in Net Assets Available for Benefits, With Fund
Information for the Year Ended May 31, 1996.
<PAGE> 3
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
MAY 31, 1996 AND 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits, With Fund
Information--May 31, 1996 and 1995
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended May 31, 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes
--May 31, 1996
Schedule II: Item 27b--Schedule of Loans or Fixed Income Obligations--
May 31, 1996
Schedule III: Item 27d--Schedule of Reportable Transactions for the Year
Ended May 31, 1996
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee of the
Taylor Medical, Inc. Profit Sharing 401(k) Plan and Trust
In our opinion, the accompanying statement of net assets available for benefits
presents fairly, in all material respects, the net assets available for
benefits of the Taylor Medical, Inc. Profit Sharing 401(k) Plan and Trust at
May 31, 1995 in conformity with generally accepted accounting principles. This
financial statement is the responsibility of the Plan's management; our
responsibility is to express an opinion on this financial statement based on
our audit. We conducted our audit of this statement in accordance with
generally accepted auditing standard which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Houston, Texas
October 3, 1995
<PAGE> 5
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Taylor Medical, Inc.
Profit Sharing 401(k) Plan and Trust:
We have audited the accompanying statement of net assets available for
benefits, with fund information, of TAYLOR MEDICAL, INC. PROFIT SHARING 401(K)
PLAN AND TRUST as of May 31, 1996 and the related statement of changes in net
assets available for benefits, with fund information, for the year then ended.
These financial statements and the schedules referred to below are the
responsibility of the Plan's administrator. Our responsibility is to express
an opinion on these financial statements and schedules based on our audit. The
statement of net assets of Taylor Medical, Inc. Profit Sharing 401(k) Plan and
Trust as of May 31, 1995 was audited by other auditors whose report dated
October 3, 1995 expressed an unqualified opinion on that statement.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
May 31, 1996 and the changes in net assets available for benefits for the year
then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes, loans or fixed income obligations, and reportable
transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations for
<PAGE> 6
-2-
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
benefits and changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
The schedules of assets held for investment purposes and reportable
transactions do not disclose the historical cost of certain plan assets held by
the plan custodians. Disclosure of this information is required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
/s/ Arthur Andersen LLP
Jacksonville, Florida
October 22, 1996
<PAGE> 7
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
MAY 31, 1996
<TABLE>
PARTICIPANT-DIRECTED
-----------------------------------------------------------------------------
AMERICAN FUNDS GROUP
-----------------------------------------------------------------------------
WASHINGTON CASH BOND
GROWTH MUTUAL INCOME MANAGEMENT SMALLCAP FUND
FUND OF INVESTORS FUND OF TRUST OF WORLD OF
AMERICA FUND AMERICA AMERICA FUND AMERICA
----------- ------------ ----------- ------------ ---------- -------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE $857,240 $1,169,737 $477,997 $52,045 $173,370 $24,245
EMPLOYEE CONTRIBUTIONS RECEIVABLE 0 0 0 0 0 0
EMPLOYER CONTRIBUTIONS RECEIVABLE 0 0 0 0 0 0
EXCESS CONTRIBUTIONS PAYABLE 0 0 0 0 0 0
-------- ---------- -------- ------- -------- -------
NET ASSETS AVAILABLE FOR BENEFITS $857,240 $1,169,737 $477,997 $52,045 $173,370 $24,245
======== ========== ======== ======= ======== =======
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------------------------------
LINCOLN NATIONAL LIFE INSURANCE COMPANY
----------------------------------------------------------
GOVERNMENT
AND MEDIUM
CORE CORPORATE CAPITALIZATION PARTICIPANT
GUARANTEED EQUITY BONDS EQUITY BALANCED LOANS TOTAL
------------- -------- ------------ ---------------- -------- ------------- ---------
(Note 1 and
Schedule II)
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE $320,321 $93,649 $694 $163,103 $33,546 $63,523 $3,429,470
EMPLOYEE CONTRIBUTIONS RECEIVABLE 0 0 0 0 0 0 0
EMPLOYER CONTRIBUTIONS RECEIVABLE 0 0 0 0 0 0 0
EXCESS CONTRIBUTIONS PAYABLE 0 0 0 0 0 0 0
-------- ------- ---- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $320,321 $93,649 $694 $163,103 $33,546 $63,523 $3,429,470
======== ======= ==== ======== ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
MAY 31, 1995
<TABLE>
PARTICIPANT-DIRECTED
--------------------------------------------------------------
AMERICAN FUNDS GROUP
--------------------------------------------------------------
WASHINGTON CASH BOND
GROWTH MUTUAL INCOME MANAGEMENT SMALLCAP FUND
FUND OF INVESTORS FUND OF TRUST OF WORLD OF
AMERICA FUND AMERICA AMERICA FUND AMERICA
--------- ---------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE $730,882 $1,086,924 $449,925 $54,381 $118,663 $19,157
EMPLOYEE CONTRIBUTIONS RECEIVABLE 14,748 17,504 8,921 1,320 5,457 1,217
EMPLOYER CONTRIBUTIONS RECEIVABLE 4,019 8,917 2,378 1,814 2,345 712
EXCESS CONTRIBUTIONS PAYABLE (204) 0 0 0 (205) 0
-------- ---------- -------- ------- -------- -------
NET ASSETS AVAILABLE FOR BENEFITS $749,445 $1,113,345 $461,224 $57,515 $126,260 $21,086
======== ========== ======== ======= ======== =======
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------------------------------
LINCOLN NATIONAL LIFE INSURANCE COMPANY
-----------------------------------------------------------
GOVERNMENT
AND MEDIUM
CORE CORPORATE CAPITALIZATION PARTICIPANT
GUARANTEED EQUITY BONDS EQUITY BALANCED LOANS TOTAL
------------- ------- ---------- -------------- --------- ------------ ---------
(Note 1 and
Schedule II)
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE $333,717 $72,507 $677 $116,547 $28,774 $68,418 $3,080,572
EMPLOYEE CONTRIBUTIONS RECEIVABLE 0 0 0 0 0 0 49,167
EMPLOYER CONTRIBUTIONS RECEIVABLE 0 0 0 0 0 0 20,185
EXCESS CONTRIBUTIONS PAYABLE 0 0 0 0 0 0 (409)
-------- ------- ---- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $333,717 $72,507 $677 $116,547 $28,774 $68,418 $3,149,515
======== ======= ==== ======== ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 9
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION,
FOR THE YEAR ENDED MAY 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------
AMERICAN FUNDS GROUP
------------------------------------------------------------------
WASHINGTON CASH BOND
GROWTH MUTUAL INCOME MANAGEMENT SMALLCAP FUND
FUND OF INVESTORS FUND OF TRUST OF WORLD OF
AMERICA FUND AMERICA AMERICA FUND AMERICA
------ ---------- ------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED
TO:
Net appreciation (depreciation) in fair value of
investments $151,515 $ 265,712 $ 57,958 $ 0 $ 43,683 $ (205)
Investment income 7,485 35,270 26,440 2,322 1,387 1,716
Contributions:
Participant (including rollover) 31,592 37,301 19,936 3,167 10,679 2,213
-------- ---------- -------- ------- -------- -------
Total additions 190,592 338,283 104,334 5,489 55,749 3,724
-------- ---------- -------- ------- -------- -------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to participants 82,877 244,181 128,963 10,748 9,132 947
Administrative expenses 1,708 2,394 1,052 120 277 42
Interfund transfers (1,788) 35,316 (42,454) 91 (770) (424)
-------- ---------- -------- ------- -------- -------
Total deductions 82,797 281,891 87,561 10,959 8,639 565
-------- ---------- -------- ------- -------- -------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 749,445 1,113,345 461,224 57,515 126,260 21,086
-------- ---------- -------- ------- -------- -------
End of year $857,240 $1,169,737 $477,997 $52,045 $173,370 $24,245
======== ========== ======== ======= ======== =======
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
LINCOLN NATIONAL LIFE INSURANCE COMPANY
---------------------------------------------------------
GOVERNMENT
AND MEDIUM
CORE CORPORATE CAPITALIZATION PARTICIPANT
GUARANTEEED EQUITY BONDS EQUITY BALANCED LOANS TOTAL
----------- ------ --------- -------------- -------- ----------- -----
(Note 1 and)
Schedule II
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED
TO:
Net appreciation (depreciation) in fair value of
investments $ 0 $22,149 $ 25 $ 48,207 $ 5,136 $ 0 $ 594,180
Investment income 21,366 0 0 0 0 1,734 97,720
Contributions:
Participant (including rollover) 0 0 0 0 0 0 104,888
-------- ------- ---- -------- ------- ------- ----------
Total additions 21,366 22,149 25 48,207 5,136 1,734 796,788
-------- ------- ---- -------- ------- ------- ----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to participants 27,832 0 0 0 0 0 504,680
Administrative expenses 3,530 1,007 8 1,651 364 0 12,153
Interfund transfers 3,400 0 0 0 0 6,629 0
-------- ------- ---- -------- ------- ------- ----------
Total deductions 34,762 1,007 8 1,651 364 6,629 516,833
-------- ------- ---- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 333,717 72,507 677 116,547 28,774 68,418 3,149,515
-------- ------- ---- -------- ------- ------- ----------
End of year $320,321 $93,649 $694 $163,103 $33,546 $63,523 $3,429,470
======== ======= ==== ======== ======= ======= ==========
</TABLE>
<PAGE> 10
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
MAY 31, 1996 AND 1995
1. DESCRIPTION OF PLAN
The following description of the Taylor Medical, Inc. Profit Sharing
401(k) Plan and Trust (the "Plan") provides only general information.
Participants should refer to the plan document for a more complete
description of the Plan's provisions.
GENERAL
The Plan was adopted effective June 1, 1990 by Taylor Medical, Inc. (the
"Company") to establish a savings and investment plan for the exclusive
benefit of the Company's employees and their beneficiaries. The Plan is a
defined contribution plan and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended. The Plan is
administered by the Company, and the American Funds Group and Lincoln
National Life Insurance Company serve as the Plan's custodians.
Disclosure of historical cost information with regard to the Plan's
investments is required to be presented in the schedules of assets held
for investment purposes and reportable transactions (Schedules I and II)
in accordance with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. Due to the record-keeping system maintained by the custodians,
this information cannot be provided.
On July 1, 1993, Taylor Medical, Inc. acquired Attention Medical Company.
The assets of the Attention Medical Company 401(k) Plan (the "Attention
Plan"), which approximated $719,000 at the acquisition date, were combined
with the assets of the Plan. The Attention Plan assets are invested in
six funds under contract with Lincoln National Life Insurance Co. It is
the Company's intention to leave the Attention Plan's assets invested in
the Lincoln National Life Insurance Co. funds unless individual
participants elect to transfer their investments to the American Funds
Group. All contributions made subsequent to the acquisition date were
invested in funds in the American Funds Group.
In August 1995, the Company merged with Physician Sales & Services, Inc.
("PSS"). Contributions to the Plan were suspended effective for payroll
periods commencing after August 20, 1995. The Plan was also amended to
provide for fully vested account balances effective August 20, 1995 and to
provide for the termination of the loan program. In addition, effective
for the plan year commencing on June 1, 1996, the Plan's year-end will
change from May 31 to December 31.
<PAGE> 11
-2-
CONTRIBUTIONS
Prior to the suspension of contributions, participants could elect to make
pretax contributions ranging from 1% to 15% of their annual compensation,
excluding certain commissions, with a minimum monthly contribution of $25.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's share of the Plan's income and the participant's
contribution. Allocations are based on participant account balances, as
defined.
VESTING
Participants are fully vested at all times with respect to their pretax
contributions plus earnings thereon. Effective August 20, 1995,
participants became fully vested in all employer contributions.
INVESTMENT OPTIONS
Contributions made to the Plan are invested in funds with the American
Funds Group only. Participants may no longer invest funds with Lincoln
Life Insurance Company but may transfer their accounts to the American
Funds Group. A description of each investment option available through
the American Funds Group is provided below:
GROWTH FUND OF AMERICA
Funds are invested in a diversified portfolio consisting primarily
of common stocks. Assets may also be held in securities convertible
into common stocks, cash or cash equivalents, straight debt
securities, or nonconvertible preferred stock. The objective of
this fund is growth of capital.
WASHINGTON MUTUAL INVESTORS FUND
Funds are invested in high-quality common stocks and securities
converted into common stocks. The objective of this fund is to
produce income and to provide an opportunity for growth of principal
consistent with sound common stock investing.
INCOME FUND OF AMERICA
Funds may be invested in common and preferred stocks, straight debt
securities, debt securities with equity conversion or purchase
rights, and cash and cash equivalents. The fund may also invest in
various mortgage-related securities. The objective of this fund is
to emphasize current income while secondarily striving to
attain capital growth.
<PAGE> 12
-3-
CASH MANAGEMENT TRUST OF AMERICA
Funds are invested in a high-quality portfolio of money market
instruments, which may include commercial paper, commercial bank
obligations, savings association obligations, corporate bonds and
notes, and securities of the U.S. government, its agencies, or
instrumentalities. The objective of this fund is to provide investors
with a way to earn income on their cash reserves, while preserving
capital and maintaining liquidity.
SMALLCAP WORLD FUND
Funds are invested primarily in equity securities of companies with
relatively small market capitalizations. The objective of this fund
is to provide long-term growth of capital.
BOND FUND OF AMERICA
Funds are invested in marketable corporate debt securities, U.S.
government securities, mortgage-related securities, other asset-backed
securities, and cash or money market instruments. The objective of
this fund is to provide as high a level of current income as is
consistent with the preservation of capital.
Investment objectives may not be an indication of actual performance.
PAYMENT OF BENEFITS
Upon retirement, death, disability, or termination of service, a
participant or beneficiary may elect to receive a lump-sum distribution
in an amount equal to the value of that participant's account on the date
of distribution. In addition, hardship distributions are permitted if
certain criteria are met.
LOANS TO PARTICIPANTS
Prior to August 20, 1995, a participant was permitted to borrow the
lesser of $50,000 or 50% of the vested interest in the participant's
account on the valuation date coinciding with or immediately preceding
such loan. All loans are secured by the vested interest remaining in the
participant's account. Interest rates are based on prevailing market
conditions at the time of origination. Interest payments on loans
are allocated to individual participant account balances.
Subsequent to August 31, 1995, during the transition in connection with
the acquisition of Taylor by PSS, certain participant loan payments were
erroneously not collected through automatic payroll deduction and, as a
result, the loans were delinquent at May 31, 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RECLASSIFICATIONS
Certain 1995 amounts have been reclassified to conform to the 1996
presentation.
<PAGE> 13
-4-
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared using the accrual method
of accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the accompanying financial
statements and disclosures. Actual results could differ from those
estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments, other than investments in guaranteed investment
contracts and participant loans, are stated at fair value, as determined
by quoted market prices. The Plan's investment contract is fully
benefit-responsive and is stated at contract value, which approximates
fair value. Loans to participants are valued at cost, which approximates
fair value. Investment income is recorded when earned. The net
appreciation/depreciation in fair value of investments includes the gain
or loss on investments bought and sold during the year as well as the
change in fair value.
On September 23, 1994, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 94-4, "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans," which requires certain disclosures for
investment contracts that are fully benefit-responsive. This SOP is
effective for financial statements for plan years beginning after December
15, 1995 if investment contracts were entered into before December 31,
1993. Thus, since the Plan's investment contract was entered into prior
to December 31, 1993, the Plan will adopt SOP 94-4 for the year ending
December 31, 1996. The plan administrator does not expect the adoption of
this SOP to have a material impact on the Plan's financial statements.
3. INVESTMENTS
The Plan's investments are held by the American Funds Group and Lincoln
National Life Insurance Company. The fair values of individual assets
that represent 5% or more of the Plan's net assets as of May 31, 1996 and
1995 are as follows:
<TABLE>
1996 1995
---------- ----------
<S> <C> <C>
American Funds Group:
Washington Mutual Investors Fund $1,169,737 $1,113,345
Growth Fund of America 857,240 749,445
Income Fund of America 477,997 461,224
SMALLCAP World Fund 173,370 126,260
Lincoln National Life Insurance Company:
Guaranteed Account 320,321 333,717
</TABLE>
<PAGE> 14
-5-
4. TAX STATUS
Although the Plan has received a favorable determination letter from the
Internal Revenue Service dated April 10, 1996, it has not been updated for
the latest plan amendments. However, the plan administrator believes that
the Plan, as amended, is designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code. Therefore, the
plan administrator believes that the Plan is qualified and the related
trust continues to be tax-exempt.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions
of ERISA.
6. SUBSEQUENT EVENTS
ON OCTOBER 1, 1996, THE PLAN WAS AMENDED AND RENAMED AS THE PSS/TAYLOR
MEDICAL PROFIT SHARING 401(K) PLAN, AND THE PLAN ADMINISTRATOR WAS CHANGED
TO PHYSICIAN SALES & SERVICE, INC.
<PAGE> 15
SCHEDULE I
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MAY 31, 1996
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT COST VALUE
--------------------------------------- -------------------------------------------- ---- ---------
<S> <C> <C> <C> <C>
* AMERICAN FUNDS GROUP Growth Fund of America (a) $ 857,240
* AMERICAN FUNDS GROUP Washington Mutual Investors Fund (a) 1,169,737
* AMERICAN FUNDS GROUP Income Fund of America (a) 477,997
* AMERICAN FUNDS GROUP Cash Management Trust of America (a) 52,045
* AMERICAN FUNDS GROUP SMALLCAP World Fund (a) 173,370
* AMERICAN FUNDS GROUP Bond Fund of America (a) 24,245
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Guaranteed Fixed Account (a) 320,321
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Core Equity Account (a) 93,649
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Government and corporate bonds (a) 694
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Medium Capitalization Equity Account (a) 163,103
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Balanced Account (a) 33,546
* VARIOUS PLAN PARTICIPANTS Loans, interest rates ranging from 6% to 12% $63,523 63,523
</TABLE>
*Represents a party in interest.
(a) Historical cost information has been requested from the custodians;
however, due to their record-keeping systems, cost information cannot
be made available.
The accompanying notes are an integral part of this schedule.
<PAGE> 16
SCHEDULE II
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
ITEM 27B--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
MAY 31, 1996
<TABLE>
<CAPTION>
ORIGINAL AMOUNT RECEIVED UNPAID
AMOUNT DURING YEAR BALANCE AMOUNT OVERDUE
OF ----------------------- AT END TERM OF FIRST INTEREST ---------------------
NAME LOAN PRINCIPAL INTEREST OF YEAR LOAN PAYMENT RATE PRINCIPAL INTEREST
- ------------------------- ----------- ----------- ----------- ----------- ---------- --------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* CARMAN, DEANNA P. $ 2,000.00 $ 0.00 $ 0.00 $ 1,155.41 4 years 08/28/92 6.000% $ 1,155.41 $ 51.99
* CASH, VICKI S. 2,000.00 127.75 28.27 1,443.10 5 years 02/11/94 7.000 1,443.10 75.76
* DRIVER, STEPHEN D. 1,228.54 78.47 16.19 823.39 5 years 11/05/93 7.000 823.39 43.23
* DRIVER, VEMA M. 2,915.74 188.20 38.43 1,954.45 5 years 11/05/93 7.000 1,954.45 102.61
* EARLS, BETTY L. 4,099.34 242.55 29.75 1,444.24 5 years 06/05/92 7.500 1,444.24 81.24
* EARLS, RICHARD A. 10,000.00 601.08 73.72 3,579.12 6 years 06/15/92 7.500 3,579.12 201.33
* HAWKINS, DANA L 1,100.00 162.26 24.15 903.72 18 months 04/21/95 9.125 903.72 61.85
* MCCARTHY, KEVIN J. 20,000.00 1,132.14 203.48 10,309.21 5 years 03/01/92 7.500 10,309.21 579.89
* PETROSS, STANLEY M. 3,000.00 280.98 38.67 1,833.92 3 years 06/15/94 7.750 1,833.92 106.80
* PLACETTE, SHEILA R. 1,000.00 81.06 22.26 835.88 4 years 11/18/94 9.500 835.88 59.56
* ROBERTS, TAMMY R. 1,300.00 300.65 17.89 586.30 15 months 12/30/94 8.875 586.30 39.03
* SHROUT, DANIEL E. 4,000.00 237.60 53.65 2,942.94 5 years 03/15/94 7.000 2,942.94 154.50
* STANLEY, DAVID JON 21,550.00 1,137.54 210.53 9,983.44 5 years 02/01/93 8.000 9,983.44 599.01
* STANLEY, EVAN R. 14,000.00 840.54 142.40 7,186.15 5 years 02/01/93 7.500 7,186.15 404.22
* WALLACE, JESSE, JR. 1,000.00 146.93 14.96 560.25 2 years 10/07/94 8.750 560.25 36.77
* WILLIAMS, DANNY D. 3,400.00 0.00 0.00 3,400.00 5 years 10/15/95 9.750 3,400.00 248.63
---------- --------- ------- ---------- ---------- --------
$92,593.62 $5,557.75 $914.35 $48,941.52 $48,941.52 2,846.42
========== ========= ======= ========== ========== ========
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE> 17
SCHEDULE III
TAYLOR MEDICAL, INC.
PROFIT SHARING 401(K) PLAN AND TRUST
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED MAY 31, 1996
<TABLE>
<CAPTION>
COST NET
IDENTITY OF ISSUER, BORROWER, SELLING OF GAIN
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT PRICE ASSETS (LOSS)
-------------------------------- --------------------------------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
* AMERICAN FUNDS GROUP Washington Mutual Investors Fund $246,575 (b) (b)
</TABLE>
*Represents a party in interest.
(a) Represents transactions or a series of transactions in
securities of the same issue in excess of 5% of the Plan's
market value as of June 1, 1995.
(b) Historical cost information has been requested from
the custodians; however, due to their record-keeping systems,
cost information cannot be made available.
The accompanying notes are an integral part of this schedule.
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of Florida, on
October 29, 1996.
PSS/TAYLOR MEDICAL PROFIT SHARING
401(K) PLAN
By: /s/ Patrick C. Kelly
-----------------------------
Patrick C. Kelly, Trustee
By: /s/ David A. Smith
-----------------------------
David A. Smith, Trustee
<PAGE> 19
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8
pertaining to the PSS/Taylor Medical Profit Sharing 401(k) Plan (the "Plan") of
our report dated October 22, 1996, with respect to the financial statements and
schedule of the Plan, included in the Plan's Annual Report (Form 11-K) for the
fiscal year ended May 31, 1996.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
October 28, 1996
<PAGE> 20
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
Taylor Medical, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Physician Sales & Service, Inc. of our report dated
October 3, 1995 on the net assets available for benefits of Taylor Medical,
Inc. Profit Sharing 401(k) Plan and Trust appearing on page 2 in the Form 11-K.
PRICE WATERHOUSE LLP
Houston, Texas
October 23, 1996
