UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of earliest event reported: September 1, 1997 ---------------------------------- UCI Medical Affiliates, Inc. (Exact name of registrant as specified in its charter) Delaware 0-13265 59-2225346 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1901 Main Street, Suite 1200, Mail Code 1105, Columbia, South Carolina 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (803) 252-3661 ----------------------- No Change (Former name or former address, if changed since last report.) This document contains a total of 20 pages. This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission on September 3, 1997 by UCI Medical Affiliates, Inc., a Delaware corporation (the "Company"), and is filed to include the financial statements required by Item 7 of Form 8-K. Item 7. Financial Statements and Exhibits a) Financial Statements of Business Acquired The financial statements for Clifton G. Aycock, M.D. the business acquired by the wholly-owned subsidiary of the Company, are included in this report beginning on page number 3. b) Pro Forma Financial Information The pro forma financial information for Clifton G. Aycock, M.D., the business acquired by the wholly-owned subsidiary of the Company, is included in this report following the financial information herein in response to Item 7(a) above. c) Exhibits The following exhibit is incorporated by reference to the exhibit of the same number filed with the Company's Form 8-K filed on September 3, 1997. Exhibit 2.1 - Merger Agreement dated and executed on September 2, 1997, to be effective as of September 1, 1997 by, between and among UCI Medical Affiliates of South Carolina, Inc., a South Carolina corporation ("UCI of SC"), Doctor's Care, P.A., a South Carolina professional corporation ("Doctor's Care"); Clifton G. Aycock, M.D., a South Carolina resident ("Seller"); and Schumacher Group, Inc., a Louisiana corporation ("Landlord"). Report on Audit of the Financial Statements of Clifton G. Aycock, M.D. as of December 31, 1996 and 1995 Contents Page Clifton G. Aycock, M.D. Financial Statements as of December 31, 1996 and 1995......................................6-11 UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements Combining Balance Sheet at September 30, 1996...........................12 Notes to Combining Balance Sheet........................................13 Combining Statement of Operations and Accumulated Deficit for year ended September 30, 1996....................................14 Notes to Combining Statement of Operations..............................15 UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements Combining Balance Sheet at June 30, 1997................................16 Notes to Combining Balance Sheet........................................17 Combining Statement of Operations and Accumulated Deficit for the six months ended June 30, 1997.............................18 Notes to Combining Statement of Operations..............................19 Report of Independent Accountants Board of Directors UCI Medical Affiliates, Inc. We have audited the accompanying balance sheets of Clifton G. Aycock, M.D. (the "Practice") as of December 31, 1996 and 1995 and the related statements of operations, changes in owner's equity, and cash flows for the periods then ended. These financial statements are the responsibility of the Practice's management. Our responsibility is to express an opinion on these financial statements based on our audit. 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 financial position of Clifton G. Aycock, M.D. as of December 31, 1996 and 1995, and the results of its operations, changes in owner's equity, and its cash flows for the periods then ended in conformity with generally accepted accounting principles. The financial statements have been prepared solely from the accounts of Clifton G. Aycock, M.D. and do not include the personal accounts of the owner or those of any other operations in which he may be engaged. Columbia, South Carolina October 30, 1997 THE ORIGINAL SIGNED OPINION ON SCOTT, HOLLOWAY & MCELVEEN, LLP LETTERHEAD IS ON FILE WITH UCI MEDICAL AFFILIATES, INC. Clifton G. Aycock, M.D. Balance Sheets December 31, 1996 1995 ---------- ---------- Assets Current assets: Cash and cash equivalents $ 22,166 $ 32,851 Accounts receivable, net 2,118 1,952 --------------------- ------------------- Total current assets 24,284 34,803 Furniture and equipment, net -- -- --------------------- ------------------- Total assets $ 24,284 $ 34,803 ===================== =================== Liabilities and Owner's Equity Current liabilities: Accounts payable and accrued expenses $ 16 $ 251 --------------------- ------------------- Total current liabilities 16 251 --------------------- ------------------- Owner's equity Capital 24,268 34,552 --------------------- ------------------- Total owner's equity 24,268 34,552 --------------------- ------------------- Total liabilities and owner's equity $ 24,284 $ 34,803 ===================== =================== The accompanying notes are an integral part of these financial statements. Clifton G. Aycock, M.D. Statements of Operations for the years ended December 31, 1996 1995 ----------------- ------------------ Net medical revenue $ 137,056 $ 136,842 Operating costs 45,938 46,004 ----------------- ------------------ Operating margin 91,118 90,838 General and administrative expenses 22,961 22,012 ----------------- ------------------ Net income $ 68,157 $ 68,826 ================= ================== The accompanying notes are an integral part of these financial statements. Clifton G. Aycock, M.D. Statements of Changes in Owner's Equity for the years ended December 31, 1996 and 1995 Balance, January 1, 1995 $ 17,854 Net income 68,826 Owner's draws (52,128) ------------------ Balance, December 31, 1995 34,552 Net income 68,157 Owner's draws (78,441) ------------------ Balance, December 31, 1996 $ 24,268 ================== The accompanying notes are an integral part of these financial statements. Clifton G. Aycock, M.D. Statements of Cash Flows for the years ended December 31, 1996 1995 ------------------ ------------------ Operating activities: Net income $ 68,157 $ 68,826 Adjustments to reconcile net income to cash provided by operating activities: Changes in operating assets and liabilities: Accounts receivable (166) (158) Accounts payable and accrued expenses (235) (60) --------------- ------------------ Cash provided by operating activities 67,756 68,608 --------------- ------------------ Financing activities: Payments of owner's draws (78,441) (52,128) --------------- ------------------ Cash used by financing activities (78,441) (52,128) --------------- ------------------ Net increase (decrease) in cash and cash equivalents (10,685) 16,480 Cash and cash equivalents, beginning of year 32,851 16,371 --------------- ------------------ Cash and cash equivalents, end of year $ 22,166 $ 32,851 ================ ================== The accompanying notes are an integral part of these financial statements. Clifton G. Aycock, M.D. Notes to Financial Statements Note 1. Significant Accounting Policies Organization - Clifton G. Aycock, M.D. is the sole owner of a medical practice (the "Practice") located in Camden, South Carolina. The Practice is a family practice medical office that provides treatments on an outpatient basis for medical conditions not involving an immediate threat to life. The financial statements have been prepared solely from the accounts of the Practice and do not include the personal accounts of the owner or those of any other activities in which he may be engaged. Management makes estimates that are a necessary part of the preparation of financial statements. These estimates include the useful lives of equipment, some of which is subject to technological obsolescence, and the net realizable value of patient accounts receivable. At December 31, 1996, management is not aware of any conditions that could significantly affect the estimates employed in the preparation of the financial statements. Accounts Receivable - Accounts receivable represent amounts due from patients, employers and various third-party payors. Provisions for uncollectable amounts are made based on management's estimates of future collectability and historical payment percentages. Furniture and Equipment - Furniture and equipment is reported at cost. Depreciation for financial reporting purposes is computed principally by straight-line methods over the estimated useful lives of the assets, which range from five to seven years. Maintenance, repairs and the cost of minor equipment are charged to expense. Major renewals or betterments, which prolong the life of the assets, are capitalized. Upon disposal of depreciable property, the asset accounts are reduced by the related cost and accumulated depreciation. The resulting gains and losses are reflected in the statements of operations. Income Taxes - The Practice operates as a sole proprietorship. Under this election, the revenues and expenses of the Practice are reported on the owner's personal income tax returns. Accordingly, provision for income tax expense has not been made in the financial statements. Cash Equivalents - The Practice considers all short-term debt investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Fair Value of Financial Investments - The fair value of accounts receivable and accrued expenses payable are estimated by management to approximate their respective carrying values. Note 2. Description of Leasing Arrangements The Practice leases its office space under a month-to-month operating lease. Total rental expense was $9,000 for the years ended December 31, 1996 and 1995. Clifton G. Aycock, M.D. Notes to Financial Statements (Continued) Note 3. Furniture and Equipment At December 31, 1996 and 1995, furniture and equipment consisted of the following: 1996 1995 ------------------ ------------------ Office and medical equipment $ 2,967 $ 2,967 Accumulated depreciation (2,967) (2,967) ------------------ ------------------ Furniture and equipment, net $ -- $ -- ================== ================== Note 4. Related Party Transactions The owner participates in the medical activities of the Practice. All payments for services and benefits to the owner are recorded as owner draws. For the periods ended December 31, 1996 and 1995, draws to the owner totaled $78,441 and $52,128, respectively. Note 5. Concentration of Credit Risk In the normal course of providing health care services, the Practice extends credit to patients in the Camden, South Carolina area without requiring collateral. Each individual's ability to pay balances due the Practice is assessed and reserves are established to provide for management's estimate of uncollectable balances. Future revenues of the Practice are largely dependent on third-party payors and include Medicare and private insurance companies. The amount of loss the Practice would incur in the event of non-payment by the counter party is the amount of the patient billing. Note 6. Contingencies At December 31, 1996, management is not aware of any pending or threatened litigation, or unasserted claims against the Practice that could result in losses, if any, that would be material to the financial statements. Note 7. Subsequent Event On September 1, 1997 UCI Medical Affiliates of South Carolina, Inc. ("UCI") acquired the accounts receivable, certain office and medical equipment and substantially all the Practice's intangible assets (including patient lists and goodwill) for $45,000 consisting of the payment of $1,500 in cash immediately at closing, and the execution of an interest-bearing promissory note for $43,500, maturing approximately three years after closing. As a condition of the transaction, the owner, operating as Clifton G. Aycock, M.D., entered into a month-to-month physician services agreement to provide, on average, twenty hours per week of physician services. UCI Medical Affiliates, Inc. Pro Forma Combining Balance Sheet September 30, 1996 (Unaudited) The following pro forma combining balance sheet is based on the individual balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1996 per the Company's Annual Report and Clifton G. Aycock, M.D. as of December 31, 1996 appearing in Item 7(a) of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Clifton G. Aycock, M.D. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entity's financial statements and footnotes. UCI Medical Affiliates, Clifton G. Pro Forma Pro Forma Inc. Aycock, M.D. Adjustments Combined -------------- --------------- --------------- -------------- Assets Cash and cash equivalents $ 237,684 $ 22,166 $ (22,166) (a) $ (1,500) (a) 76,000 (d) 312,184 Accounts receivable - net 4,187,394 2,118 4,189,512 Medical supplies inventory 407,617 -- -- 407,617 Deferred taxes 197,056 -- -- 197,056 Prepaids and other assets 441,384 -- -- 441,384 -------------- --------------- --------------- -------------- Total current assets 5,471,135 24,284 52,334 5,547,753 Property, plant and equipment, net 3,300,048 -- -- 3,300,048 Deferred taxes 855,126 -- -- 855,126 Goodwill 5,828,963 -- 42,882 (a) (2,859) (b) 5,868,986 Other assets 277,422 -- -- 277,422 ============== =============== =============== ============== Total assets $ 15,732,694 $ 24,284 $ 92,357 $ 15,849,335 ============== =============== =============== ============== Liabilities and Capital Current portion - long-term debt $ 913,749 $ -- $ 14,000 (a) $ 927,749 Accounts payable 1,391,858 16 (16) (a) 1,391,858 Accrued payroll 750,745 -- -- 750,745 Other accrued liabilities 394,635 -- 1,172 (c) 395,807 -------------- --------------- --------------- -------------- Total current liabilities 3,450,987 16 15,156 3,466,159 Long-term debt, net of current 4,459,484 -- 29,500 (a) 4,488,984 -------------- --------------- --------------- -------------- Total liabilities 7,910,471 16 44,656 7,955,143 -------------- --------------- --------------- -------------- Common stock 240,390 -- 240,390 Owner's equity -- 24,268 (24,268) (a) -- Paid-in capital 13,732,393 -- -- 13,732,393 Accumulated earnings (deficit) (6,150,560) 71,969 (e) (6,078,591) -------------- --------------- --------------- -------------- Total capital 7,822,223 24,268 47,701 (e) 7,894,192 ============== =============== =============== ============== Total liabilities and capital $ 15,732,694 $ 24,284 $ 92,357 $ 15,849,335 ============== =============== =============== ============== UCI Medical Affiliates, Inc. Notes to Pro Forma Combining Balance Sheet September 30, 1996 (Unaudited) 1. The pro forma combining balance sheet has been prepared to reflect the acquisition of Clifton G. Aycock, M.D. by UCI Medical Affiliates, Inc. for an aggregate price of $45,000. The purchase occurred on September 1, 1997. The combining balance sheet reflects the balances of UCI at September 30, 1996 and Clifton G. Aycock, M.D. at December 31, 1996. Pro forma adjustments are made to reflect: (a.) The assets acquired consisted of: The purchase price consisted of: $ 2,118 Accounts receivable $ 43,500 Note payable 42,882 Goodwill 1,500 Cash paid at closing ============= ========== $ 45,000 $ 45,000 ============= ========== $14,000 of the note payable is recorded as currently due; $29,500 is recorded as non-current. Cash deposits ($22,166) were not acquired. Accounts payable ($16), and prior owner's equity ($24,268) were not acquired or assumed. (b.) Excess of acquisition cost over the fair values of net assets acquired (goodwill) less one year's amortization. ($42,882 goodwill less $2,859 amortization). (c.) Accrued interest on note payable for one month at 8% annually. (d.) Net change in compensation for physician services is $76,000 annually, based on the Dr. Aycock's employment agreement compared to his draws from his former practice. (e.) Effects of pro forma adjustments on statement of operations, closed into pro forma retained earnings. UCI Medical Affiliates, Inc. Pro Forma Combining Statement of Operations and Accumulated Deficit for the year ended September 30, 1996 (Unaudited) The following pro forma combining statement is based on the individual statements of operations and accumulated deficit of UCI Medical Affiliates, Inc. as of September 30, 1996 per the Company's Annual Report and Clifton G. Aycock, M.D. as of December 31, 1996 appearing in item 7(a) of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Clifton G. Aycock, M.D. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entity's financial statements and footnotes. UCI Medical Clifton G. Pro Forma Pro Forma Affiliates, Inc. Aycock, M.D. Adjustments Combined ---------------- -------------- --------------- ----------------- Revenue $ 23,254,351 $ 136,842 $ $ 23,391,193 Operating costs 21,525,421 46,004 (76,000) (a) 21,495,425 ---------------- -------------- --------------- ----------------- Operating margin 1,728,930 90,838 76,000 1,895,768 General and administrative expenses 148,637 22,012 -- 170,649 Depreciation and amortization 961,115 -- 2,859 (b) 963,974 ---------------- -------------- --------------- ----------------- Income from operations 619,178 68,826 73,141 761,145 Interest expense, net (582,937) -- (1,172) (c) (584,109) Gain on equipment 2,105 -- -- 2,105 ---------------- -------------- --------------- ----------------- Income before income tax 38,346 68,826 71,969 179,141 Income tax benefit (expense) 427,733 -- -- 427,733 ---------------- -------------- --------------- ----------------- Net (loss) income 466,079 68,826 71,969 606,874 Accumulated deficit - beginning of year (6,616,,639) 17,854 -- (6,598,785) Owner's draws -- (52,128) -- (52,128) ---------------- -------------- --------------- ----------------- Accumulated deficit - end of year $ (6,150,560) $ 34,552 $ 71,969 $ (6,044,039) ================ ============== =============== ================= Earnings per common and common equivalent share: Net income $ .11 (d) $ .14 ================ ============== =============== ================= Weighted average shares of common stock outstanding 4,294,137 (d) 4,294,137 ================ ============== =============== ================= UCI Medical Affiliates, Inc. Note to Pro Forma Combining Statement of Operations and Accumulated Deficit for the year ended September 30, 1996 (Unaudited) 1. The above statement gives effect to the following pro forma adjustments necessary to reflect the acquisition outlined in Note 1 to the pro forma balance sheet: (a.) Net change in physician salary based on the new employment contract between Clifton G. Aycock, M.D. and UCI Medical Affiliates, Inc. compared with Dr. Aycock's draws from his former practice. (b.) Addition for amortization of goodwill on a straight line basis over 15 years. (c.) Accrued interest on note payable for one month at 8%. (d.) Not applicable; Clifton G. Aycock, M.D. was not required to, and did not, compute earnings per share. UCI Medical Affiliates, Inc. Pro Forma Combining Balance Sheet June 30, 1997 (Unaudited) The following pro forma combining balance sheet is based on the individual balance sheets of UCI Medical Affiliates, Inc. as of June 30, 1997 per the Company's Form 10QSB and Clifton G. Aycock, M.D. as of December 31, 1996 appearing in Item 7(a) of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Clifton G. Aycock, M.D. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entity's financial statements and footnotes. UCI Medical Clifton G. Pro Forma Pro Forma Affiliates, Inc. Aycock, M.D. Adjustments Combined ----------------- ----------------- -------------------- ----------------- Assets Cash and cash equivalents $ 119,538 $ 22,166 $ (22,166) (a) $ (1,500) (a) 57,000 (d) 175,038 Accounts receivable - net 5,743,707 2,118 5,745,825 Medical supplies inventory 379,647 -- 379,647 Deferred taxes 197,056 -- 197,056 Prepaid and other assets 445,636 -- 445,636 ----------------- ----------------- ------------------ ------------------ Total current assets 6,885,584 24,284 33,334 6,943,202 Property, plant and equipment, net 3,433,218 -- 3,433,218 Deferred taxes 1,380,126 -- 1,380,126 Goodwill 5,720,394 -- 42,882 (a) (2,144) (b) 5,761,132 Other assets 268,908 -- 268,908 ================= ================= ================== ================== Total assets $ 17,688,230 $ 24,284 $ 74,072 $ 17,786,586 ================= ================= ================== ================== Liabilities and Capital Current portion - long-term debt $ 854,903 $ -- $ 14,000 (a) $ 868,903 Accounts payable 1,627,827 16 (16) (a) 1,627,827 Accrued payroll 452,995 -- 452,995 Other accrued liabilities 330,679 -- 3,245 (c) 333,924 ----------------- ----------------- ------------------ ------------------ Total current liabilities 3,266,404 16 17,229 3,283,649 Long-term debt, net of current 5,659,476 -- 29,500 (a) 5,688,976 ----------------- ----------------- ------------------ ------------------ Total liabilities 8,925,880 16 46,729 8,972,625 ----------------- ----------------- ------------------ ------------------ Common stock 260,390 -- 260,390 Owner's equity -- 24,268 (24,268) (a) -- Paid-in capital 14,312,393 -- 14,312,393 Accumulated earnings (deficit) (5,810,433) -- 51,611 (e) (5,758,822) ----------------- ----------------- ------------------ ------------------ Total capital 8,762,350 24,268 27,343 8,813,961 ----------------- ----------------- ------------------ ------------------ Total liabilities and capital $ 17,688,230 $ 24,284 $ 74,072 $ 17,786,586 ================= ================= ================== ================== UCI Medical Affiliates, Inc. Notes to Pro Forma Combining Balance Sheet June 30, 1997 (Unaudited) 1. The pro forma combining balance sheet has been prepared to reflect the acquisition of Clifton G. Aycock, M.D. by UCI Medical Affiliates, Inc. for an aggregate price of $45,000. The purchase occurred on September 1, 1997. The combining balance sheet reflects the balances of UCI at June 30, 1997 and Clifton G. Aycock, M.D. at December 31, 1996. Pro forma adjustments are made to reflect: (a.) The assets acquired consisted of: The purchase price consisted of: $ 2,118 Accounts receivable $ 43,500 Note payable 42,882 Goodwill 1,500 Cash paid at closing ========= ================= $ 45,000 $ 45,000 ========= ================= $14,000 of the note payable is recorded as currently due; $29,500 is recorded as non-current. Cash deposits ($22,166) were not acquired. Accounts payable ($16) and prior owner's equity ($24,268) were not acquired or assumed. (b.) Excess of acquisition cost over the fair values of net assets acquired (goodwill) less nine month's amortization. ($42,882 goodwill less $2,144 amortization) (c.) Accrued interest on note payable for nine months at 8%. (d.) Net change in fee for physician salary of $57,000 for nine months based on employment agreement and compared with Dr. Aycock's draws from his former practice. (e.) Effects of pro forma adjustments on statement of operations, closed into pro forma retained earnings. UCI Medical Affiliates, Inc. Pro Forma Combining Statement of Operations and Accumulated Deficit for the nine months ended June 30, 1997 (Unaudited) The following pro forma combining statement is based on the individual statements of operations and accumulated deficit of UCI Medical Affiliates, Inc. as of June 30, 1997 per the Company's Form 10QSB and Clifton G. Aycock, M.D. as of December 31, 1996 appearing in Item 7(a) of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Clifton G. Aycock, M.D. after giving effect to the pro forma adjustments described in Note 1. Information for the nine months ended June 30, 1997 for Clifton G. Aycock, M.D. is estimated since Clifton G. Aycock, M.D. did not maintain its records on a basis consistent with UCI Medical Affiliates, Inc. This statement should be read in conjunction with each entity's financial statements and footnotes. UCI Medical Clifton G. Pro Forma Pro Forma Affiliates, Inc. Aycock, M.D. Adjustments Combined ------------------ ------------------- ------------------ ------------------ Revenue $ 20,299,676 $ 102,792 $ -- $ 20,402,468 Operating costs 18,876,302 34,453 (57,000) (a) 18,853,755 ------------------ ------------------- ------------------ ------------------ Operating margin 1,423,374 68,339 57,000 1,548,713 General and administrative Expenses 127,881 17,221 -- 145,102 Depreciation and amortization 892,372 -- 2,144 (b) 894,516 ------------------ ------------------- ------------------ ------------------ Income from operations 403,121 51,118 54,856 509,095 Interest expense, net (570,951) -- (3,245) (c) (574,196) Gain on equipment 8,809 -- -- 8,809 ------------------ ------------------- ------------------ ------------------ Income(loss) before income tax (159,021) 51,118 51,611 (56,292) Income tax benefit 499,148 -- -- 499,148 ------------------ ------------------- ------------------ ------------------ Net income 340,127 51,118 51,611 442,856 Accumulated deficit - beginning of period (6,150,560) 31,981 -- (6,118,579) Owner's draws -- (58,831) -- (58,831) ------------------ ------------------- ------------------ ------------------ Accumulated deficit - end of period $ (5,810,433) 24,268 51,611 $ (5,734,554) ================== =================== ================== ================== (f) Earnings per common and common equivalent share: Net income $ .07 (d) $ .10 ================== =================== ================== ================== (a) Weighted average shares of (a) common stock outstanding 4,819,527 (d) 4,313,650 ================== =================== ================== ================== UCI Medical Affiliates, Inc. Note to Pro Forma Combining Statement of Operations and Accumulated Deficit for the nine months ended June 30, 1997 (Unaudited) 1. The above statement gives effect to the following pro forma adjustments necessary to reflect the acquisition outlined in Note 1 to the pro forma balance sheet: (a.) Net change in physician salary based on the new employment agreement between Clifton G. Aycock, M.D. and UCI Medical Affiliates, Inc. compared with Dr. Aycock's draws from his former practice. (b.) Addition for nine months amortization of goodwill on a straight line basis over 15 years. (c.) Accrued interest on note payable for nine months at 8%. (d.) Not applicable; Clifton G. Aycock, M.D. was not required to, and did not, compute earnings per share. 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. UCI Medical Affiliates, Inc. (Registrant) /s/ Marion F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr. Marion F. McFarland, III, M.D. Jerry F. Wells, Jr., CPA President, Chief Executive Officer and Executive Vice President of Chairman of the Board Finance and Chief Financial Officer Date: November 13, 1997