-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T88yQ1KmJwPS1XvSJsnEiIgQodWUP3dqNZgx1x2GfdxLyDTlRcdJt2dTF4T4wAyA E2nznfkRAKe5DvJlrJpk/A== 0000931763-98-001697.txt : 19980630 0000931763-98-001697.hdr.sgml : 19980630 ACCESSION NUMBER: 0000931763-98-001697 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSS WORLD MEDICAL INC CENTRAL INDEX KEY: 0000920527 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 593500595 STATE OF INCORPORATION: FL FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-23832 FILM NUMBER: 98655607 BUSINESS ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 BUSINESS PHONE: 9043323000 MAIL ADDRESS: STREET 1: 7800 BELFORT PARKWAY STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32256 FORMER COMPANY: FORMER CONFORMED NAME: PHYSICIAN SALES & SERVICE INC /FL/ DATE OF NAME CHANGE: 19940318 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 11-K -------------------------------- (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended December 31, 1997 . --------------------- or ( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from _________________. 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: PSS WORLD MEDICAL, INC. 4345 SOUTHPOINT BOULEVARD JACKSONVILLE, FLORIDA 32216 (904) 332-3000 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, 1997 and December 31, 1996. 2. Statement of Changes in Net Assets Available for Benefits, With Fund Information for the Year Ended December 31, 1997. 2 PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH AUDITORS' REPORT 3 PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 TABLE OF CONTENTS REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits--December 31, 1997 and 1996 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Year Ended December 31, 1997 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes-- December 31, 1997 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended December 31, 1997 4 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, 1997 and 1996 and the related statement of changes in net assets available for benefits, with fund information, for the year ended December 31, 1997. 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, 1997 and 1996 and the changes in its net assets available for benefits for the year ended December 31, 1997 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 fund information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. As discussed in Note 1, the schedules of assets held for investment purposes and reportable transactions do not disclose the historical cost of certain plan assets held by the plan custodians. Disclosure of this information is required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ Arthur Andersen LLP - ----------------------- Jacksonville, Florida May 15, 1998 5 PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996
1997 1996 ---------- ---------- INVESTMENTS, PARTICIPANT-DIRECTED: Guaranteed Account $ 0 $ 327,765 Medium Capitalization Equity Account 0 155,367 Core Equity Account 0 97,391 Balanced Account 0 34,451 Government/Corporate Bond Account 0 739 American Balanced Fund 1,644,851 1,350,689 Growth Fund of America 648,597 434,472 AIM Constellation Fund 549,755 387,922 The Kaufmann Fund 363,408 270,888 PSS World Medical, Inc. common stock 198,069 93,058 Alex. Brown Cash Reserve Fund 91,637 89,103 Bond Fund of America 75,437 37,177 RECEIVABLES: Accrued interest receivable 11,784 0 Receivable from plan sponsor (Note 2) 6,031 0 PARTICIPANT LOANS 3,997 5,826 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $3,593,566 $3,284,848 ========== ==========
The accompanying notes are an integral part of these statements. 6 PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1997
Participant-Directed ---------------------------------------------------------------- Medium Government/ Capitalization Core Corporate Guaranteed Equity Equity Balanced Bond Account Account Account Account Account --------- -------------- -------- -------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Net appreciation (depreciation) in fair value of investments $ 730 $ 2,689 $ 2,603 $ 384 $ (6) Investment income/dividends 0 0 0 0 0 Loan repayments 0 0 0 0 0 Accrued interest receivable 0 0 0 0 0 Receivable from plan sponsor (Note 2) 0 0 0 0 0 --------- --------- -------- -------- ----- Total additions 730 2,689 2,603 384 (6) --------- --------- -------- -------- ----- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 0 0 0 0 0 Administrative expenses (6,031) 0 0 0 0 --------- --------- -------- -------- ----- Total deductions (6,031) 0 0 0 0 --------- --------- -------- -------- ----- INTERFUND TRANSFERS (322,464) (158,056) (99,994) (34,835) (733) --------- --------- -------- -------- ----- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 327,765 155,367 97,391 34,451 739 --------- --------- -------- -------- ----- End of year $ 0 $ 0 $ 0 $ 0 $ 0 ========= ========= ======== ======== =====
7
Participant-Directed ----------------------------------------------- American Growth AIM The Balanced Fund of Constellation Kaufmann Fund America Fund Fund ---------- -------- ------------- -------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Net appreciation (depreciation) in fair value of investments $ 101,199 $ 78,012 $ 18,599 $ 38,993 Investment income/dividends 187,387 70,082 45,070 1,521 Loan repayments 1,829 0 0 0 Accrued interest receivable 0 0 0 0 Receivable from plan sponsor (Note 2) 0 0 0 0 ---------- -------- -------- -------- Total additions 290,415 148,094 63,669 40,514 ---------- -------- -------- -------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants (191,904) (67,052) (28,166) (12,660) Administrative expenses 0 0 0 0 ---------- -------- -------- -------- Total deductions (191,904) (67,052) (28,166) (12,660) ---------- -------- -------- -------- INTERFUND TRANSFERS 195,651 133,083 126,330 64,666 ---------- -------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,350,689 434,472 387,922 270,888 ---------- -------- -------- -------- End of year $1,644,851 $648,597 $549,755 $363,408 ========== ======== ======== ========
Participant-Directed ------------------------------------ Alex. Brown PSS World Cash Bond Medical, Inc. Reserve Fund of Common Stock Fund America ------------- ------------ -------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Net appreciation (depreciation) in fair value of investments $ 55,450 $ 0 $ 914 Investment income/dividends 2,545 5,569 3,258 Loan repayments 0 0 0 Accrued interest receivable 0 0 0 Receivable from plan sponsor (Note 2) 0 0 0 -------- ------- ------- Total additions 57,995 5,569 4,172 -------- ------- ------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants (16,665) (1,618) 0 Administrative expenses 0 0 0 -------- ------- ------- Total deductions (16,665) (1,618) 0 -------- ------- ------- INTERFUND TRANSFERS 63,681 (1,417) 34,088 -------- ------- ------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 93,058 89,103 37,177 -------- ------- ------- End of year $198,069 $91,637 $75,437 ======== ======= =======
8
PARTICIPANT-DIRECTED -------------------------------------- PARTICIPANT LOANS OTHER TOTAL ----------- ------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Net appreciation (depreciation) in fair value of investments $ 0 $ 0 $ 299,567 Investment income/dividends 0 0 315,432 Loan repayments (1,829) 0 0 Accrued interest receivable 0 11,784 11,784 Receivable from plan sponsor (Note 2) 0 6,031 6,031 ------- ------- ---------- Total additions (1,829) 17,815 632,814 ------- ------- ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 0 0 (318,065) Administrative expenses 0 0 (6,031) ------- ------- ---------- Total deductions 0 0 (324,096) ------- ------- ---------- INTERFUND TRANSFERS 0 0 0 ------- ------- ---------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 5,826 0 3,284,848 ------- ------- ---------- End of year $ 3,997 $17,815 $3,593,566 ======= ======= ==========
The accompanying notes are an integral part of this statement. 9 PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 1. DESCRIPTION OF PLAN DESCRIPTION OF THE 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. Subsequent to year-end, Physician Sales & Service, Inc. changed its name to PSS World Medical, 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 the PSS/Taylor Medical Profit Sharing 401(k) Plan and the plan administrator was changed to PSS. AMENDMENT AND RESTATEMENT OF THE PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) TRUST Effective March 14, 1997, the PSS/Taylor Medical Profit Sharing 401(k) Trust (the "Trust") was amended and restated. The Trust was amended to accept the resignations of David Smith and Patrick Kelly as trustees to the Plan and to appoint Northwestern Trust and Investors Advisory Company ("Northwestern") as the new trustee. CURRENT YEAR CHANGES On January 14, 1997, all investments held by Lincoln National Life Insurance Company were transferred to Alex. Brown and invested in funds with similar investment objectives. On April 1, 1997, all investments held by Alex. Brown were placed in the custody of Northwestern. In addition, on August 11, 1997, custody of investments in the Kaufmann Fund was assumed by Northwestern. 10 On November 1, 1997, the record keeper of the plan changed from Coopers & Lybrand LLP to Howard Johnson & Company. RECORD KEEPER INFORMATION 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. CONTRIBUTIONS As of August 20, 1995, the Plan was frozen and participants became fully vested in all employer contributions. 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 in the plan document. INVESTMENTS Investments are participant-directed. A description of each investment option available at December 31, 1997 is provided below: 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. 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. 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. 11 PSS WORLD MEDICAL, INC. COMMON STOCK This is an account in which contributions are invested in the stock of the Company. 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. 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 object of this fund is to provide a level of current income that is consistent with the preservation of capital. 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. 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 certain estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates. ADMINISTRATIVE EXPENSES Administrative expenses paid by the Company were approximately $11,250 for the year ended December 31, 1997. Administrative expenses paid by the Plan totaled $6,031. These expenses were withdrawal penalties for early termination of the guaranteed investment contract, which resulted from the change in custodian during the year. These fees will be repaid by the Company. 12 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 appreciation (depreciation) 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. 3. TAX STATUS The Internal Revenue Service issued a determination letter dated September 23, 1997 stating that the Plan was designed in accordance with applicable sections of the Internal Revenue Code. 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. 5. RECONCILIATION TO FORM 5500 As of December 31, 1997, the Plan had approximately $14,626 of pending distributions to participants who elected distributions from the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of net assets available for benefits in accordance with generally accepted accounting principles. There were no pending distributions as of December 31, 1996. The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1997:
BENEFITS NET ASSETS PAYABLE TO BENEFITS AVAILABLE PARTICIPANTS PAID FOR BENEFITS ------------ -------- ------------ Per financial statements $ 0 $318,065 $3,593,566 1997 amounts pending distribution to participants 14,626 14,626 (14,626) ------- -------- ---------- Per Form 5500 $14,626 $332,691 $3,578,940 ======= ======== ==========
13 SCHEDULE I PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
CURRENT IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT COST VALUE -------------------------- ------------------------- ---- ---------- AMERICAN FUNDS GROUP AMERICAN BALANCED FUND $1,644,851 AMERICAN FUNDS GROUP GROWTH FUND OF AMERICA (a) 648,597 AIM GROUP AIM CONSTELLATION FUND (a) 549,755 *THE KAUFMANN FUND THE KAUFMANN FUND (a) 363,408 *PSS WORLD MEDICAL, INC. PSS WORLD MEDICAL, INC. COMMON STOCK (a) 198,069 *ALEX. BROWN ALEX. BROWN CASH RESERVE FUND (a) 91,637 AMERICAN FUNDS GROUP BOND FUND OF AMERICA (a) 75,437 *VARIOUS PLAN PARTICIPANTS LOANS, INTEREST RATE OF 12% 3,997 3,997 ---------- Total investments $3,575,751 ==========
*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. 14 SCHEDULE II PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1997
COST NET PURCHASE SELLING OF GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT PRICE PRICE ASSETS (LOSS) - -------------------------- ------------------------- -------- ------- ------- ------ AMERICAN FUNDS GROUP Growth Fund of America $221,309 $ 67,052 (b) (b) *ALEX. BROWN Alex. Brown Cash Reserve Fund 616,081 616,081 616,081 $0 AMERICAN FUNDS GROUP American Balanced Fund (single transaction) 220,040 N/A N/A N/A AMERICAN FUNDS GROUP American Balanced Fund 202,096 191,904 (b) (b) AIM GROUP AIM Constellation Fund 171,166 28,166 (b) (b) *LINCOLN NATIONAL LIFE INS. CO. Guaranteed Account 196 327,961 (b) (b)
*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 January 1, 1997. (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. 15 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 SEATTLE, STATE OF WASHINGTON, ON JUNE 26, 1998. PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN BY: NORTHWESTERN TRUST AND INVESTORS ADVISORY COMPANY, AS TRUSTEE By: /s/ Gerry Kelley ------------------------- Title: Vice President and Senior Trust Officer ------------------------- 16 EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation of our report dated May 15, 1998, included in this Form 11-K, into the Company's previously filed Registration Statement File No. 333-15107. /s/ Arthur Andersen LLP - --------------------------- Jacksonville, Florida June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----