<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
--------------------------------
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended ___________________________.
or
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the transition period from June 1, 1996 to December 31, 1996.
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
4345 SOUTHPOINT BOULEVARD
JACKSONVILLE, FLORIDA 32216
(904) 332-3000
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PHYSICIAN SALES & SERVICE, INC.
4345 SOUTHPOINT BOULEVARD
JACKSONVILLE, FLORIDA 32216
(904) 332-3000
<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 -- December 31, 1996
and May 31, 1996.
2. Statement of Changes in Net Assets Available for Benefits, With Fund
Information for the Year Ended December 31, 1996.
<PAGE> 3
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1996 AND MAY 31, 1996
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 4
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND MAY 31, 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--December 31, 1996 and
May 31, 1996
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Period From June 1, 1996 Through December 31, 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1996
Schedule II: Item 27d--Schedule of Reportable Transactions for the Period
From June 1, 1996 Through December 31, 1996
<PAGE> 5
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of the
PSS/Taylor Medical
Profit Sharing 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN as of December 31,
1996 and May 31, 1996 and the related statement of changes in net assets
available for benefits, with fund information, for the period from June 1, 1996
through December 31, 1996. 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 audits.
We conducted our audits 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 audits provide 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
December 31, 1996 and May 31, 1996 and the changes in its net assets available
for benefits for the period from June 1, 1996 through December 31, 1996 in
conformity with generally accepted accounting principles.
Our audits were 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 and reportable transactions are presented for
purposes 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 Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our
<PAGE> 6
-2-
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.
Jacksonville, Florida
July 10, 1997
<PAGE> 7
PPS/TAYLOR MEDICAL
PROFIT SHARING 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND MAY 31, 1996
<TABLE>
<CAPTION>
DECEMBER 31, May 31,
1996 1996
----------- ----------
<S> <C> <C>
INVESTMENTS, PARTICIPANT-DIRECTED:
American Funds Group:
Washington Mutual Investors Fund $ 0 $1,169,737
Growth Fund of America 0 857,240
Income Fund of America 0 477,997
SMALLCAP World Fund 0 173,370
Cash Management Trust of America 0 52,045
Bond Fund of America 0 24,245
Lincoln National Life Insurance Company:
Guaranteed Account 327,765 320,321
Medium Capitalization Equity Account 155,367 163,103
Core Equity Account 97,391 93,649
Balanced Account 34,451 33,546
Government/Corporate Bond Account 739 694
Alex. Brown:
American Balanced Fund 1,350,689 0
Growth Fund of America 434,472 0
AIM Constellation Fund 387,922 0
Physician Sales & Service, Inc. common stock 93,058 0
Alex. Brown Cash Reserve Fund 89,103 0
Bond Fund of America 37,177 0
The Kaufmann Fund:
The Kaufmann Fund 270,888 0
Loans to participants 5,826 63,523
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,284,848 $3,429,470
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 8
Page 1 of 2
<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 (depreciation) appreciation in fair
value of investments $(14,421) $ 93,125 $ 24,476 $ 0 $(17,130) $ 646
Investment income 47,331 14,553 11,541 1,282 14,627 1,083
Loan repayments 0 0 3,226 0 0 0
-------- --------- -------- ------ -------- ------
Total additions 32,910 107,678 39,243 1,282 (2,503) 1,729
-------- --------- -------- ------ -------- ------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED
TO:
Benefits paid to participants 45,753 148,997 51,184 7,500 6,929 0
Deemed distribution of defaulted loans 0 0 0 0 0 0
Interfund transfers 844,397 1,128,418 466,056 45,827 163,938 25,974
-------- --------- -------- ------ -------- ------
Total deductions 890,150 1,277,415 517,240 53,327 170,867 25,974
-------- --------- -------- ------ -------- ------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 857,240 1,169,737 477,997 52,045 173,370 24,245
-------- --------- -------- ------ -------- ------
End of period $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
======== ========= ======== ====== ======== ======
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------------
LINCOLN NATIONAL LIFE INSURANCE COMPANY
---------------------------------------------------------------
GOVERNMENT/ MEDIUM
CORE CORPORATE CAPITALIZATION
GUARANTEED EQUITY BONDS EQUITY BALANCED
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
---------- ------- ---------- -------------- --------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Net (depreciation) appreciation in fair
value of investments 0 $ 7,197 $ 45 $ (3,222) $ 1,659
Investment income 12,019 0 0 0 0
------- ------- -------- -------- -------
Loan repayments 0 0 0 0 0
------- ------- -------- -------- -------
Total additions 12,019 7,197 45 (3,222) 1,659
------- ------- -------- -------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED
TO:
Benefits paid to participants 4,575 3,455 0 4,514 754
Deemed distribution of defaulted loans 0 0 0 0 0
Interfund transfers 0 0 0 0 0
------- ------- -------- -------- -------
Total deductions 4,575 3,455 0 4,514 754
------- ------- -------- -------- -------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 320,321 93,649 694 163,103 33,546
------- ------- -------- -------- -------
End of period 327,765 $97,391 $739 $155,367 $34,451
======= ======= ======== ======== =======
</TABLE>
<PAGE> 9
Page 2 of 2
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------------------------------
ALEX. BROWN
-------------------------------------------------------------------------------------
ALEX. BROWN PHYSICIAN
CASH BOND AMERICAN GROWTH AIM SALES &
RESERVE FUND OF BALANCED FUND OF CONSTELLATION SERVICE, INC.
FUND AMERICA FUND AMERICA FUND COMMON STOCK
-------- --------- ----------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Net (depreciation) appreciation in fair
value of investments $ 0 $ 0 $ 0 $ (5,769) $ (2,304) $ (12,321)
Investment income 1,375 0 0 0 0 0
Loan repayments 0 0 2,151 0 0 0
-------- -------- ----------- --------- --------- ---------
Total additions 1,375 0 2,151 (5,769) (2,304) (12,321)
-------- -------- ----------- --------- --------- ---------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 0 0 0 0 0 0
Deemed distribution of defaulted loans 0 0 0 0 0 0
Interfund transfers (87,728) (37,177) (1,348,538) (440,241) (390,226) (105,379)
-------- -------- ----------- --------- --------- ---------
Total deductions (87,728) (37,177) (1,348,538) (440,241) (390,226) (105,379)
-------- -------- ----------- --------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 0 0 0 0 0 0
-------- -------- ----------- --------- --------- ---------
End of period $ 89,103 $ 37,177 $ 1,350,689 $ 434,472 $ 387,922 $ 93,058
======== ======== =========== ========= ========= =========
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------
THE
KAUFMANN PARTICIPANT
FUND LOANS TOTAL
--------- ----------- ----------
(Note 1)
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Net (depreciation) appreciation in fair
value of investments $ 5,567 $ 0 $ 77,548
Investment income 0 1,252 105,063
Loan repayments 0 (5,377) 0
--------- ------- ----------
Total additions 5,567 (4,125) 182,611
--------- ------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 0 0 273,661
Deemed distribution of defaulted loans 0 53,572 53,572
Interfund transfers (265,321) 0 0
--------- ------- ----------
Total deductions (265,321) 53,572 327,233
--------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 0 63,523 3,429,470
--------- ------- ----------
End of period $ 270,888 $ 5,826 $3,284,848
========= ======= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 10
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND MAY 31, 1996
1. DESCRIPTION OF PLAN
The following description of the PSS/Taylor Medical Profit Sharing 401(k)
Plan (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. to
establish a savings and investment plan for the exclusive benefit of its
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.
In August 1995, Taylor Medical, Inc. merged with Physician Sales & Service,
Inc. ("PSS" or the "Company"). Contributions to the Plan were suspended
for payroll periods commencing after August 20, 1995. Effective August 20,
1995, the Plan was amended to provide for fully vested account balances and
the termination of the loan program. In addition, effective for the plan
year commencing on June 1, 1996, the Plan's year-end changed from May 31 to
December 31.
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 PSS.
On December 23, 1996, all investments held by American Funds Group were
transferred to Alex. Brown and The Kaufmann Fund. Therefore, from June 1,
1996 through December 22, 1996, the Plan's custodians were American Funds
Group and Lincoln National Life Insurance Company, and from December 23,
1996 to December 31, 1996, the Plan's custodians were Alex. Brown, The
Kaufmann Fund, and Lincoln National Life Insurance Company.
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 ERISA. Due to the record-keeping systems maintained
by the custodians, this information cannot be provided.
<PAGE> 11
- 2 -
CONTRIBUTIONS
As of August 20, 1995, the Plan was frozen and all contributions were
disallowed for the time period thereafter.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect each participant's share of the Plan's income and each
participant's contribution. Allocations are based on participant account
balances, as defined.
VESTING
Effective August 20, 1995, participants became fully vested in all employer
contributions.
INVESTMENT OPTIONS - INVESTMENTS ARE PARTICIPANT DIRECTED.
A description of each investment option available for the period from June
1, 1996 through December 31, 1996 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 stock, cash or cash equivalents, straight debt
securities, or nonconvertible preferred stocks. The objective of
this fund is capital growth.
WASHINGTON MUTUAL INVESTORS FUND
Funds are invested in high-quality common stocks. The objective of
this fund is to produce income and to provide an opportunity for
capital appreciation.
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 primary objective of this
fund is to emphasize current income with a secondary objective of
achieving capital growth.
CASH MANAGEMENT TRUST OF AMERICA
Funds are invested in a portfolio of high-quality money market
instruments which may include commercial paper, commercial bank
obligations, savings association
<PAGE> 12
- 3 -
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 income 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 a level of current income that
is consistent with the preservation of capital.
GOVERNMENT/CORPORATE BOND ACCOUNT
Funds are primarily invested in government and high-quality
mortgage-backed or corporate bonds structured to minimize interest
rate risk and maximize potential returns.
GUARANTEED ACCOUNT
Funds are invested primarily in a guaranteed investment contract with
Lincoln National Life Insurance Company. Currently, this contract
guarantees a rate of 4%. However, Lincoln National Life Insurance
Company may credit interest at a rate in excess of the guaranteed
rate at any time.
CORE EQUITY ACCOUNT
Funds are invested in large capitalization stocks of well-established
companies and are broadly diversified to control risk.
MEDIUM CAPITALIZATION EQUITY ACCOUNT
Funds are invested primarily in stocks of medium-sized companies that
have strong financial characteristics.
BALANCED ACCOUNT
Funds are primarily invested in Lincoln National Life Insurance
Company's separate accounts in three different asset classes: stocks,
bonds, and money market instruments. The percentage of assets in
each asset class, as well as the percentage of assets in each
account, is adjusted periodically as changes in market and economic
conditions warrant.
<PAGE> 13
- 4 -
ALEX. BROWN CASH RESERVE FUND
This fund may consist of a portfolio invested in commercial paper,
U.S. government or federal agency obligations, short-term corporate
obligations, bank certificates of deposit, savings accounts, and
comparable investments designed to provide maximum protection of
capital with a conservative rate of return.
AMERICAN BALANCED FUND
This fund may consist of a portfolio invested in securities,
including common stocks, preferred stocks, corporate bonds, and U.S.
government securities designed to provide the conservation of
capital, current income, and long-term growth of capital and income.
AIM CONSTELLATION FUND
This fund may consist of a portfolio invested in common stocks, with
an emphasis on medium-sized and smaller emerging growth companies,
and is designed to provide capital appreciation.
THE KAUFMANN FUND
This fund may consist of a portfolio invested in common stocks and
convertible preferred stocks and convertible bonds and is designed to
provide capital appreciation.
PHYSICIAN SALES & SERVICE, INC. COMMON STOCK
This is a participant-directed account in which contributions are
invested in the stock of the Company.
Investment objectives are not 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.
PARTICIPANT LOANS
Subsequent to August 31, 1995, participants were not permitted to direct
the investment of their accounts in a participant loan at any time. 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
respective individual participant account balances.
<PAGE> 14
- 5 -
Subsequent to August 31, 1995, certain participant loan payments were
erroneously not collected through automatic payroll deduction, and as a
result, the loans were delinquent at May 31, 1996 and deemed distributed as
of December 31, 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan are paid by the Company.
Administrative expenses were approximately $13,000 for the period from June
1, 1996 through December 31, 1996.
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 with Lincoln National
Life Insurance Company is fully benefit-responsive and is stated at
contract value. Loans to participants are valued at cost, which
approximates fair value. Investment income is recorded when earned. The
net (depreciation) appreciation in fair value of investments includes the
gain or loss on investments bought or 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 December 31, 1996 and
May 31, 1996 are as follows:
The accompanying notes are an integral part of this statement.
3. 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.
4. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA.
<PAGE> 15
- 6 -
5. SUBSEQUENT EVENTS
In January 1997, investments held by Lincoln National Life Insurance
Company were transferred to Alex. Brown, and on April 1, 1997, all
investments from Alex. Brown were transferred to Northwestern Trust.
<PAGE> 16
SCHEDULE I
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Guaranteed Account (a) 327,765
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Medium Capitalization Equity Account (a) 155,367
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Core Equity Account (a) 97,391
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Balanced Account (a) 34,451
* LINCOLN NATIONAL LIFE INSURANCE COMPANY Government/Corporate Bond Account (a) 739
* AMERICAN FUNDS GROUP American Balanced Fund (a) 1,350,689
* AMERICAN FUNDS GROUP Growth Fund of America (a) 434,472
* AIM GROUP AIM Constellation Fund (a) 387,922
* PHYSICIAN SALES & SERVICE, INC. Physician Sales & Service, Inc. common stock (a) 93,058
* ALEX. BROWN Alex. Brown Cash Reserve Fund (a) $ 89,103
* AMERICAN FUNDS GROUP Bond Fund of America (a) 37,177
* THE KAUFMANN FUND The Kaufmann Fund (a) 270,888
* VARIOUS PLAN PARTICIPANTS Loans, interest rate of 12% $5,826 5,826
</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> 17
SCHEDULE II
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE PERIOD FROM JUNE 1, 1996 THROUGH DECEMBER 31, 1996
<TABLE>
<CAPTION>
COST NET
DESCRIPTION OF PURCHASE SELLING OF GAIN
IDENTITY OF PARTY INVOLVED INVESTMENT PRICE PRICE ASSETS (LOSS)
- -------------------------------- --------------------------------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
* AMERICAN FUNDS GROUP Washington Mutual Investors Fund $ 14,553 $1,277,415 (b) (b)
* AMERICAN FUNDS GROUP Growth Fund of America 487,570 890,150 (b) (b)
* AMERICAN FUNDS GROUP Income Fund of America 14,767 517,240 (b) (b)
* AMERICAN FUNDS GROUP SMALLCAP World Fund 14,627 170,867 (b) (b)
* ALEX. BROWN Alex. Brown Cash Reserve Fund 2,941,327 2,852,224 $2,852,224 0
* AMERICAN FUNDS GROUP American Balanced Fund Inc. 1,350,689 N/A N/A N/A
* AIM GROUP AIM Constellation Fund 390,226 N/A N/A N/A
* THE KAUFMANN FUND The Kaufmann Fund 265,321 N/A N/A N/A
</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, 1996.
(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
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated July 10, 1997, included in this Form 11-K,
into the Plan's previously filed Registration Statement File No. 333-15107.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
July 10, 1997
<PAGE> 19
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
July 14, 1997.
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
