SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                             shares of common stock of AmSurg. As of that date,
                             28% of the remaining shares of AmSurg common stock
                             were owned by physicians who acquired their shares
                             in connection with AmSurg's acquisition or
                             development of ambulatory surgery centers and the
                             remaining 13% were owned by management and certain
                             other investors who acquired their shares in
                             private transactions. See "THE DISTRIBUTION."
 
DISTRIBUTION AGREEMENT.....  The Distribution will be accomplished pursuant to
                             the terms and conditions of the Distribution
                             Agreement, dated as of March 7, 1997, by and
                             between AHC and AmSurg set forth as Appendix A
                             hereto (the "Distribution Agreement").
 
DISTRIBUTION RATIO.........  69 shares of Class B Common Stock will be
                             distributed for each 100 shares of AHC Common Stock
                             outstanding on the Distribution Record Date subject
                             to adjustment for issuances of AHC Common Stock
                             after January 31, 1997. Holders of AHC Common Stock
                             will receive cash in lieu of any fractional shares
                             of Class B Common Stock that would otherwise be
                             distributed. No consideration will be paid by AHC
                             stockholders for the shares of AmSurg Common Stock
                             to be received by them, nor will they be required
                             to surrender or exchange shares of AHC Common Stock
                             in order to receive shares of AmSurg Common Stock.
                             See "THE DISTRIBUTION."
 
AUTOMATIC CONVERSION OF
  CLASS B COMMON STOCK UPON
  TRANSFER.................  Each share of Class B Common Stock will convert
                             automatically into one share of Class A Common
                             Stock upon any transfer following the Distribution,
                             including transfers by gift but excluding transfers
                             of the Class B Common Stock from the beneficial
                             owner into street name, from street name to the
                             beneficial owner and by pledge. Stockholders will
                             not be required to effect a conversion of their
                             shares of Class B Common Stock in order to settle
                             any transfer or to sell their shares on the Nasdaq
                             National Market. See "DESCRIPTION OF CAPITAL
                             STOCK."
 
VOTING AND OTHER RIGHTS OF
  CLASS A COMMON STOCK AND
  CLASS B COMMON STOCK.....  Each share of Class A Common Stock will have one
                             vote per share on all matters, while each share of
                             Class B Common Stock will have seven votes per
                             share in the election and removal of directors of
                             AmSurg and one vote per share on all other matters.
                             The Class A Common Stock and Class B Common Stock
                             will vote together as a single class on all matters
                             except those that would adversely affect the rights
                             of either class. The shares of Class A Common Stock
                             and Class B Common Stock will be entitled to share
                             ratably in any dividends other than dividends
                             payable with respect to AmSurg preferred stock.
                             AmSurg will not have the right to issue any Class B
                             Common Stock following the Distribution. The Class
                             A Common Stock and Class B Common Stock will be
                             identical in all other respects. See "DESCRIPTION
                             OF CAPITAL STOCK."
 
TRADING MARKET.............  Application has been made to list the shares of
                             Class A Common Stock on the Nasdaq National Market
                             under the symbol "AMSG." See "THE
                             DISTRIBUTION -- Listing of Class A Common Stock;
                             Restrictions on Resale; Conversion of Class B
                             Common Stock." The combined trading prices of AHC
                             Common Stock and Class A Common Stock after the
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