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 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. 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 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 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 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 7 PPS/TAYLOR MEDICAL PROFIT SHARING 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND MAY 31, 1996 DECEMBER 31, May 31, 1996 1996 ----------- ---------- 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 ========== ========== The accompanying notes are an integral part of these statements. 8 Page 1 of 2 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 ------- --------- ------- ---------- -------- ---------- 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 ======== ========= ======== ====== ======== ====== PARTICIPANT-DIRECTED --------------------------------------------------------------- LINCOLN NATIONAL LIFE INSURANCE COMPANY --------------------------------------------------------------- GOVERNMENT/ MEDIUM CORE CORPORATE CAPITALIZATION GUARANTEED EQUITY BONDS EQUITY BALANCED ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ---------- ------- ---------- -------------- -------- 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 ======= ======= ======== ======== ======= 9 Page 2 of 2 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 -------- --------- ----------- --------- ------------- ------------ 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 ======== ======== =========== ========= ========= ========= PARTICIPANT-DIRECTED -------------------------------------- THE KAUFMANN PARTICIPANT FUND LOANS TOTAL --------- ----------- ---------- (Note 1) 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 ========= ======= ========== The accompanying notes are an integral part of this statement. 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. 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 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. 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. 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. 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. 16 SCHEDULE I PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 CURRENT IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT COST VALUE * 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 *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. 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 COST NET DESCRIPTION OF PURCHASE SELLING OF GAIN IDENTITY OF PARTY INVOLVED INVESTMENT PRICE PRICE ASSETS (LOSS) - -------------------------------- --------------------------------- ---------- ---------- --------- -------- * 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 *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. 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 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