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: April 12, 1996 UCI Medical Affiliates, Inc. (Exact name of registrant as specified in its charter) Delaware 0-13265 59-2225346 (State/other jurisdiction of incorporation) (Commission File No.) (IRS Employer ID No.) 6168 St. Andrews Road, Columbia, South Carolina 29212 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (803) 772-8840 No Change (Former name or former address, if changed since last report.) This document contains a total of 20 pages. Page 1 of 20 This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission on April 26, 1996 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 Martin L. Schlein, M.D., P.A., 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 Martin L. Schlein, M.D., P.A., the business acquired by the wholly-owned subsidiary of the Company, is included in this report following the financial information included 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 April 26, 1996. Exhibit 2.1 - Asset Purchase Agreement dated and executed on April 12, 1996 by and between Martin L. Schlein, M.D., P.A. and UCI Medical Affiliates of South Carolina, Inc. Page 2 of 20 Report on Audit of the Financial Statements of Martin L. Schlein, M.D., P.A. as of December 31, 1995 and 1994 Page 3 of 20 UCI Medical Affiliates, Inc. CONTENTS Page Martin L. Schlein, M.D., P.A. Financial Statements as of December 31, 1995 and 1994...............................................................6-11 UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements Combining Balance Sheet at September 30, 1995....................................................12 Notes to Combining Balance Sheet.................................................................13 Combining Statement of Operations and Accumulated Deficit for year ended September 30, 1995.............................................................14 Notes to Combining Statement of Operations.......................................................15 UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements Combining Balance Sheet at March 31, 1995........................................................16 Notes to Combining Balance Sheet.................................................................17 Combining Statement of Operations and Accumulated Deficit for the six months ended March 31, 1995.....................................................18 Notes to Combining Statement of Operations.......................................................19 Page 4 of 20 Report of Independent Accountants Board of Directors UCI Medical Affiliates, Inc. We have audited the accompanying balance sheets of Martin L. Schlein, M.D., P.A. (the "Company") as of December 31, 1995 and 1994 and the related statements of operations and retained earnings, and cash flows for the periods then ended. These financial statements are the responsibility of the Company'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 Martin L. Schlein, M.D., P.A. as of December 31, 1995 and 1994, and the results of its operations 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 Martin L. Schlein, M.D., P.A. and do not include the personal accounts of the stockholder or those of any other operations in which he may be engaged. Columbia, South Carolina June 18, 1996 THE ORIGINAL SIGNED OPINION LETTER IS ON FILE WITH UCI MEDICAL AFFILIATES, INC. Page 5 of 20 Martin L. Schlein, M.D., P.A. Balance Sheets December 31, 1995 1994 ASSETS Current assets: Cash and cash equivalents $ 927 $ 2,380 Accounts receivable, net 31,595 24,815 Total current assets 32,522 27,195 Shareholder note receivable 83,994 58,869 Other assets 3,793 3,793 87,787 62,662 Total assets $120,309 $ 89,857 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable and accrued expenses $ 46,714 $ 28,584 Income taxes payable 12,203 24,441 Total current liabilities 58,917 53,025 Stockholder's equity Capital stock, no par value; 100,000 shares authorized; 1,000 shares issued and outstanding 1,500 1,500 Retained earnings 59,892 35,332 Stockholder's equity 61,392 36,832 Total liabilities and stockholder's equity $120,309 $ 89,857 The accompanying notes are an integral part of these financial statements. Page 6 of 20 Martin L. Schlein, M.D., P.A. Statements of Operations and Retained Earnings for the years ended December 31, 1995 1994 Net medical revenue $302,414 $259,260 Operating costs 242,252 178,432 Operating margin 60,162 80,828 General and administrative expenses 23,399 21,055 Income before income taxes 36,763 59,773 Income tax expense 12,203 24,441 Net income 24,560 35,332 Retained earnings, beginning of year 35,332 -- Retained earnings, end of year $ 59,892 $ 35,332 The accompanying notes are an integral part of these financial statements. Page 7 of 20 Martin L. Schlein, M.D., P.A. Statements of Cash Flows for the years ended December 31, 1995 1994 OPERATING ACTIVITIES: Net income $ 24,560 $ 35,332 Adjustments to reconcile net income to cash provided (used) by operating activities: Changes in operating assets and liabilities: Accounts receivable (6,780) (24,815) Other assets -- (3,793) Accounts payable and accrued expenses 18,130 28,584 Income taxes payable (12,238) 24,441 Cash provided (used) by operating activities 23,672 59,749 INVESTING ACTIVITIES: Payments made to shareholder on note receivable (25,125) (58,869) Cash used by investing activities (25,125) (58,869) FINANCING ACTIVITIES: Issuance of common stock -- 1,500 Cash provided by financing activities -- 1,500 Net increase (decrease) in cash and cash equivalents (1,453) 2,380 Cash and cash equivalents, beginning of year 2,380 -- Cash and cash equivalents, end of year $ 927 $ 2,380 Supplemental cash flow information: Cash paid for income taxes $ 24,441 $ -- The accompanying notes are an integral part of these financial statements. Page 8 of 20 MARTIN L. SCHLEIN, M.D., P.A. NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Martin L. Schlein, M.D. is the sole stockholder of Martin L. Schlein, M.D., P.A. (the "Company") located in Greenville, South Carolina. The Company commenced operations in January 1994. The Company operates 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 Company and do not include the personal accounts of Martin L. Schlein, M.D. 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, 1995, 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 collectibility and historical payment percentages. OFFICE AND EQUIPMENT Office and equipment is reported at cost. Depreciation for financial reporting purposes is computed principally by the straight-line method over the estimated useful lives of the assets, ranging 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. Page 9 of 20 Martin L. Schlein, M.D., P.A. Notes to Financial Statements 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES Income tax expense is the sum of amounts currently payable to taxing authorities and the net changes in income taxes payable or refundable in future years. Income taxes deferred to future years are determined by a liability method which gives consideration to the future tax consequences associated with differences between the financial accounting and tax bases of certain assets and liabilities. CASH EQUIVALENTS The Company 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. The fair value of the shareholder's non-interest bearing demand note carried as a receivable by the Company is estimated by management to be negligible. 2. DESCRIPTION OF LEASING ARRANGEMENTS The Company leases certain medical equipment and its office space under a month-to-month operating lease executed with the stockholder's spouse. Total rental expense was $42,220 and $40,235 for the year ended December 31, 1995 and the period ended December 31, 1994, respectively. 3. RELATED PARTY TRANSACTIONS Martin L. Schlein, M.D., the sole stockholder, participates in the medical activities of the Company. All payments for services and benefits to Martin L. Schlein, M.D. are recorded as salaries and are included in cost of operations in the financial statements. For the periods ended December 31, 1995 and 1994, amounts paid to the stockholder were $54,000 and $0, respectively. At December 31, 1995 and 1994, the stockholder was indebted to the Company in the amount of $83,994 and $58,869, respectively, on a non-interest bearing demand basis. Page 10 of 20 Martin L. Schlein, M.D., P.A. Notes to Financial Statements 4. INCOME TAXES The provision for income taxes consists of amounts currently payable at December 31, 1995 and 1994 of $12,203 and $24,441, respectively. There are no significant temporary differences that would result in deferred taxes. 5. CONCENTRATION OF CREDIT RISK In the normal course of providing health care services, the Company extends credit to patients in the Greenville, South Carolina area without requiring collateral. Each individual's ability to pay balances due the Company is assessed and reserves are established to provide for management's estimate of uncollectable balances. Future revenues of the Company are largely dependent on third-party payors and include Medicare and private insurance companies. The amount of loss the Company would incur in the event of non-payment by the counter party is the amount of the patient billing. 6. CONTINGENCIES At December 31, 1995, management and its legal counsel are not aware of any pending or threatened litigation, or unasserted claims against the Company that could result in losses, if any, that would be material to the financial statements. 7. SUBSEQUENT EVENT On April 12, 1996, UCI Medical Affiliates of South Carolina, Inc. ("UCI") acquired the cash, accounts receivable, inventory, certain office and medical equipment and substantially all the Company's intangible assets (including patient lists and goodwill) for $513,932 consisting of $438,155 in restricted common stock of UCI, the payment of $6,315 in cash immediately at closing, and the execution of an interest-bearing promissory note for $69,462. UCI elected not to continue to lease the office space occupied by the Company (Note 2). As a condition of the above transaction, Martin L. Schlein, M.D. entered into a 10 year employment agreement with UCI. Page 11 of 20 UCI Medical Affiliates, Inc. Pro Forma Combining Balance Sheet September 30, 1995 (Unaudited) The following pro forma combining balance sheet is based on the individual balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1995 per the Company's Annual Report and Martin L. Schlein, M.D., P.A. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Martin L. Schlein, M.D., P.A. 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 Martin L. Affiliates, Schlein, Pro Forma Pro Forma Inc. M.D., P.A. Adjustments Combined --------------- --------------- --------------- --------------- ASSETS Cash and cash equivalents $ 76,513 $ 927 $ (6,315) (a) $ 24,750 (71,125) (d) 24,750 (g) Accounts receivable - net 2,343,325 31,595 -- 2,374,920 Medical supplies inventory 265,068 -- -- 265,068 Deferred taxes 491,543 -- -- 491,543 Prepaids and other assets 282,060 -- -- 282,060 Goodwill 3,578,371 -- 481,410 (a) 4,027,687 (32,094) (c) Property, plant and equipment, net 2,795,384 -- -- 2,795,384 Deferred taxes 120,639 -- -- 120,639 Other assets 262,768 87,787 (87,787) (b) 274,971 12,203 (e) =============== =============== =============== =============== Total assets $ 10,215,671 $ 120,309 $ 321,042 $ 10,657,022 =============== =============== =============== =============== LIABILITIES AND CAPITAL Current portion - long-term debt $ 1,244,603 $ -- $ 69,462 (a) $ 1,314,065 Accounts payable 1,652,792 41,855 30,875 (d) 1,683,667 (41,855) (b) Accrued payroll 498,791 4,859 (4,859) (b) 498,791 Other accrued liabilities 445,362 12,203 (12,203) (b) 448,883 3,521 (f) Long-term debt, net of current 3,121,098 -- -- 3,121,098 Common stock 175,408 1,500 6,259 (a) 181,667 (1,500) (b) Paid-in capital 9,694,256 -- 431,896 (a) 10,126,152 Accumulated earnings (59,892) (b) (deficit) (6,616,639) 59,892 (100,662) (h) (6,717,301) =============== =============== =============== =============== Total liabilities and capital $ 10,215,671 $ 120,309 $ 321,042 $ 10,657,022 =============== =============== =============== =============== Page 12 of 20 UCI Medical Affiliates, Inc. Notes to Pro Forma Combining Balance Sheet September 30, 1995 (Unaudited) 1. The pro forma combining balance sheet has been prepared to reflect the acquisition of Martin L. Schlein, M.D., P.A. by UCI Medical Affiliates, Inc. for an aggregate price of $513,932. The purchase occurred on April 12, 1996. The combining balance sheet reflects the balances of UCI at September 30, 1995 and Martin L. Schlein, M.D., P.A. at December 31, 1995. Pro forma adjustments are made to reflect: (a.) The assets acquired consisted of: The purchase price consisted of: $ 6,259 Common stock $ 927 Cash 431,896 Additional paid-in-capital 31,595 Accounts receivable 69,462 Note payable 481,410 Goodwill 6,315 Cash paid at closing $ 513,932 $ 513,932 Issuance of restricted common shares valued at $438,155 at estimated per share value of $3.50. (b.) Stockholder note receivable ($83,994) and certain deposits ($3,793) were not acquired. Accounts payable ($41,855), payroll taxes ($4,859) and income taxes payable ($12,203) were not assumed. (c.) Excess of acquisition cost over the fair values of net assets acquired (goodwill) less one year's amortization. ($481,410 goodwill less $32,094 amortization) (d.) Net change in salary of $102,000 annually based on employment contract for one year. $71,125 is recorded as a reduction of cash; $30,875 is recorded as an accrued payable. (e.) Tax effects of filing a consolidated tax return. (f.) Accrued interest for eleven month term of the note payable at 10%. (g.) Annual building rent of $24,750 was not continued. (h.) Effects of pro forma adjustments on statement of operations. Page 13 of 20 UCI Medical Affiliates, Inc. Pro Forma Statement of Operations and Accumulated Deficit for the year ended September 30, 1995 (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, 1995 per the Company's Annual Report and Martin L. Schlein, M.D., P.A. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Martin L. Schlein, M.D., P.A. 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 Martin L. Affiliates, Schlein, Pro Forma Pro Forma Inc. M.D., P.A. Adjustments Combined Revenue $ 17,987,147 $ 302,414 $ -- $ 18,289,561 Operating costs 18,180,080 242,252 102,000 18,499,582 (24,750) (d) Operating margin (192,933) 60,162 (77,250) (210,021) General and administrative expenses 87,616 23,399 -- 111,015 Depreciation and amortization 579,224 -- 32,094 (b611,318 Loss from operations (859,773) 36,763 (109,344) (932,354) Interest expense, net 505,459 -- 3,521 (c508,980 Gain on equipment 5,493 -- -- 5,493 Loss before income tax (1,359,739) 36,763 (112,865) (1,435,841) Income tax expense (benefit) -- 12,203 12,203 (e) -- Net (loss) income (1,359,739) 24,560 (100,662) (1,435,841) Accumulated deficit - beginning of year (5,256,896) -- -- (5,281,460) Accumulated deficit - end of year $ (6,616,639) $ -- $ -- $ (6,717,301) Earnings per common and common equivalent share: Net income $ (.43) (f) $ (.44) Weighted average shares of common stock outstanding 3,136,544 (f) 3,261,731 Page 14 of 20 UCI Medical Affiliates, Inc. Note to Pro Forma Combining Statement of Operations and Accumulated Deficit for the year ended September 30, 1995 (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 employment contract between the Martin L. Schlein, M.D. , and UCI Medical Affiliates, Inc. (b) Addition for amortization of goodwill on a straight line basis over 15 years. (c) Accrued interest on note payable at 10% for eleven month loan term. (d) Office rent not continued, annual rental $24,750. (e) Tax effects of filing consolidated tax return. (f) Not applicable; Martin L. Schlein, M.D., P.A. was not required to, and did not, compute earnings per share. Page 15 of 20 UCI Medical Affiliates, Inc. Pro Forma Combining Balance Sheet March 31, 1996 (Unaudited) The following pro forma combining balance sheet is based on the individual balance sheets of UCI Medical Affiliates, Inc. as of March 31, 1996 per the Company's Form 10QSB and Martin L. Schlein, M.D., P.A. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Martin L. Schlein, M.D., P.A. 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 Martin L. Affiliates, Schlein, Pro Forma Pro Forma Inc. M.D., P.A. Adjustments Combined ASSETS Cash and cash equivalents $ 174,160 $ 927 $ (6,315) (a) $ 130,147 (51,000) (d) 12,375 (g) Accounts receivable - net 3,064,385 31,595 -- 3,095,980 Medical supplies inventory 267,356 -- -- 267,356 Deferred taxes 491,543 -- -- 491,543 Prepaids and other assets 419,567 -- -- 419,567 Goodwill 4,818,258 -- 481,410 (a) 5,283,621 Property, plant and (16,047) (c) equipment, net 3,051,091 -- -- 3,051,091 Deferred taxes 120,639 -- -- 120,639 Other assets 282,054 87,787 (87,787) (b) 288,155 6,101 (e) Total assets $ 12,689,053 $ 120,309 $ 338,737 $ 13,148,099 LIABILITIES AND CAPITAL Current portion - long-term debt $ 1,614,574 $ -- $ 69,462 (a) $ 1,684,036 Accounts payable 1,009,289 41,855 (41,855) (b) 1,009,289 Accrued payroll 551,328 4,859 (4,859) (b) 551,328 Other accrued liabilities 381,714 12,203 (12,203) (b) 383,474 1,760 (f) Long-term debt, net of current 3,116,696 -- -- 3,116,696 (1,500) (b) Common stock 214,578 1,500 6,259 (a) 220,837 Paid-in capital 12,129,979 -- 431,896 (a) 12,561,875 Accumulated earnings (59,892) (b) (deficit) (6,329,105) 59,892 (50,331) (h) (6,379,436) Total liabilities and capital $ 12,689,053 $ 120,309 $ 338,737 $ 13,148,099 Page 16 of 20 UCI Medical Affiliates, Inc. Notes to Pro Forma Combining Balance Sheet March 31, 1996 (Unaudited) 1. The pro forma combining balance sheet has been prepared to reflect the acquisition of Martin L. Schlein, M.D., P.A. by UCI Medical Affiliates, Inc. for an aggregate price of $513,932. The purchase occurred on April 12, 1996. The combining balance sheet reflects the balances of UCI at March 31, 1996 and Martin L. Schlein, M.D., P.A. at December 31, 1995. Pro forma adjustments are made to reflect: (a.) The assets acquired consisted of: The purchase price consisted of: $ 6,259 Common stock $ 927 Cash 431,896 Additional paid-in-capital 31,595 Accounts receivable 69,462 Note payable 481,410 Goodwill 6,315 Cash paid at closing $ 513,932 $ 513,932 Issuance of restricted common shares valued at $438,155 at estimated per share value of $3.50. (b.) Stockholder note receivable ($83,994) and certain deposits ($3,793) were not acquired. Accounts payable ($41,855), payroll taxes ($4,859) and taxes payable ($12,203) were not assumed. (c.) Excess of acquisition cost over the fair values of net assets acquired (goodwill) less six months' amortization. ($481,410 goodwill less $16,047 amortization) (d.) Net change in salary for six months based on employment contract. (e.) Tax effects of filing a consolidated tax return. (f.) Accrued interest for six months term of the note payable at 10%. (g.) Six months office rent not continued. (h.) Effects of pro forma adjustments on statement of operations. Page 17 of 20 UCI Medical Affiliates, Inc. Pro Forma Statement of Operations and Accumulated Deficit for the six months ended March 31, 1995 (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 March 31, 1996 per the Company's Form 10QSB and Martin L. Schlein, M.D., P.A. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of Martin L. Schlein, M.D., P.A. after giving effect to the pro forma adjustments described in Note 1. Information for the six months ended March 31, 1996 for Martin L. Schlein, M.D., P.A. is estimated since Martin L. Schlein, M.D., P.A. 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 Martin L. Medical Schlein, M.D., Pro Forma Pro Forma Affiliates, Inc. P.A. Adjustments Combined Revenue $ 11,069,503 $ 151,207 $ -- $ 11,220,710 Operating costs 9,999,069 121,126 51,000 (a) 10,158,820 (12,375) (d) Operating margin 1,070,434 30,081 (38,625) 1,061,890 General and administrative expenses 62,237 11,699 -- 73,936 Depreciation and amortization 433,815 -- 16,047 (b) 449,862 Income from operations 574,382 18,382 (54,672) 538,092 Interest expense, net 288,953 -- 1,760 (c) 290,713 Gain on equipment (2,105) -- -- (2,105) Income before income tax 287,534 18,382 (56,432) 249,484 Income tax expense -- 6,101 (6,101) (e) -- Net income 287,534 12,281 (50,331) 249,484 Accumulated deficit - beginning of year (6,616,639) -- -- (6,628,920) Accumulated deficit - end of year $ (6,329,105) $ -- $ -- $ (6,379,436) Earnings per common and common equivalent share: Net income $ .07 (f) $ .06 Weighted average shares of common stock outstanding 3,932,259 (f) 4,057,446 Page 18 of 20 UCI Medical Affiliates, Inc. Note to Pro Forma Combining Statement of Operations and Accumulated Deficit for the six months ended March 31, 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 employment contract between Martin L. Schlein, M.D. , and UCI Medical Affiliates, Inc. (b) Addition for six months amortization of goodwill on a straight line basis over 15 years. (c) Accrued interest on note payable at 10% for six months. (d) Office rent not continued, six months rent $12,375. (e) Tax effects of filing a consolidated tax return. (f) Not applicable; Martin L. Schlein, M.D., P.A. was not required to, and did not, compute earnings per share. Page 19 of 20 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/ M.F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr. President, Chief Executive Officer and Vice President of Finance and Chairman of the Board Chief Financial Officer Date: June 24, 1996 Page 20 of 20