SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                             and Human Resources Agreement (the "Management
                             Agreement"), pursuant to which AHC will provide
                             certain financial and accounting services to AmSurg
                             on a transitional basis for a period of up to one
                             year to enable AmSurg to become self-sufficient in
                             these areas. Thomas G. Cigarran, the Chairman and
                             Chief Executive Officer of AHC, has agreed to serve
                             as Chairman of the Board of AmSurg following the
                             Distribution. Mr. Cigarran and Henry D. Herr, the
                             Chief Financial Officer and a director of AHC, will
                             serve as advisors to AmSurg for a period of two
                             years following the Distribution pursuant to
                             separate advisory agreements. The purpose of these
                             agreements is to provide AmSurg with advisory
                             services to AmSurg management in the areas of
                             strategy, operations, management and organizational
                             development for a two-year period following the
                             Distribution. Mr. Herr and James A. Deal, Executive
                             Vice President of AHC and President of DTCA, also
                             will serve as directors of AmSurg. The Management
                             Agreement and the advisory agreements were approved
                             by a committee of independent directors of AmSurg
                             (the "Special Committee") and were deemed by the
                             Special Committee to be fair and in the best
                             interests of AmSurg. AmSurg will continue to
                             sublease its corporate headquarters from AHC
                             pursuant to an existing Sublease Agreement that
                             expires in December 1999. See "CERTAIN
                             RELATIONSHIPS AND RELATED TRANSACTIONS."
 
INTERESTS OF CERTAIN
PERSONS IN THE
  DISTRIBUTION.............  Certain directors and officers of AHC and AmSurg
                             will have interests in the Distribution that are in
                             addition to their interests as AHC stockholders
                             generally and those interests may create potential
                             conflicts of interest. These interests include
                             positions with both companies prior to and after
                             the Distribution. The terms of the Distribution and
                             the related Recapitalization and Exchange have been
                             approved by the Special Committee and the Board of
                             Directors of AHC. See "THE DISTRIBUTION --
                             Interests of Certain Persons in the Distribution."
 
RISK FACTORS...............  Holders of AHC Common Stock should be aware that
                             the Distribution and the ownership of AmSurg Common
                             Stock involve certain risk factors, including (i)
                             the risk that AmSurg will no longer be able to rely
                             upon AHC for certain management, administrative and
                             accounting services, except for certain financial
                             and accounting services provided by AHC and for
                             certain advisory services provided by Mr. Cigarran
                             and Mr. Herr on a transitional basis; (ii) the risk
                             that AmSurg may not be able to implement its growth
                             strategy and to manage the growth it does achieve;
                             and (iii) the risk that the market trading prices
                             of AHC Common Stock and AmSurg Common Stock may not
                             equal or exceed on a combined basis the current
                             market trading prices of AHC Common Stock. See
                             "RISK FACTORS."
 
FAIRNESS OPINIONS..........  J.C. Bradford has delivered an opinion to the
                             Special Committee that the Recapitalization,
                             Exchange and Distribution are fair, from a
                             financial point of view, to the stockholders of
                             AmSurg, other than AHC. The receipt of a
                             confirmation of that opinion by the Board of
                             Directors of AmSurg is a condition to the
                             Distribution. A copy of the opinion is set forth as
                             Appendix B hereto. Morgan Keegan has delivered an
                             opinion to the AHC Board of Directors that the
                             Recapitalization, Exchange and Distribution are
                             fair, from a financial point of view, to the
                             stockholders of
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