SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   25
 
     The Special Committee held numerous meetings to consider the proposed
Distribution and related Recapitalization and Exchange and whether it was in the
best interests of AmSurg and its minority stockholders. On November 1, 1996, the
Special Committee resolved to recommend to the AmSurg Board of Directors that
AmSurg and AHC proceed with the necessary steps to effect the Distribution and
related Recapitalization and Exchange, including the filing with the IRS of a
request for a ruling to the effect that the Distribution could be effected on a
substantially tax free basis for federal income tax purposes. On November 8,
1996, the Board of Directors of AmSurg approved the recommendation of the
Special Committee. In reaching their determination, the Special Committee and
the Board of Directors of AmSurg considered a number of factors, including,
without limitation, the following: (i) the long-term need for AmSurg to have
access to the public equity and debt markets to fund its future growth and the
belief that AmSurg would have superior access to capital markets as an
independent, publicly-held company, (ii) the belief that the Distribution was
the best alternative to create a public market, in part because the public
market for AmSurg Common Stock would not be depressed by the "overhang" that
might be caused by the continuing interest of AHC in AmSurg, which would be the
case if AmSurg issued shares to the public in an initial public offering without
AHC divesting its interest in AmSurg, (iii) the fact that existing AmSurg
minority stockholders would have liquidity for their shares through the ability
to sell under Rule 144 or in secondary public offerings following the
Distribution, (iv) the belief that, because of its high growth rate and need for
capital, AmSurg was not at the point in its development at which stockholder
values might be maximized through the sale of the company, (v) the fact that AHC
needed to focus its capital resources on the development of DTCA's diabetes
disease management services business and would have limited available capital
for investment in AmSurg, (vi) the fact that the Distribution would permit the
development of employee benefit plans and policies and other corporate
initiatives designed to better incentivize and attract employees, (vii) the fact
that AHC would not sell any of its AmSurg common stock in a public offering due
to the fact that AHC stockholders could not benefit from such a sale without
adverse tax consequences, (viii) the belief that the proposed one for three
reverse stock split that is part of the Recapitalization is necessary to
increase the trading price of the AmSurg Common Stock to improve the level of
trading interest, thereby providing greater opportunities to access public
equity capital and for AmSurg stockholder liquidity; (ix) the belief that the
two classes of Common Stock contemplated by the Recapitalizations differed
materially only in voting rights for directors and given the immediate automatic
conversion on the transfer of AmSurg Class B Common Stock the two classes would
not be valued materially differently in the trading marketplace; and (x) the
belief that the Recapitalization and the Exchange necessary to obtain
substantially tax free treatment of the Distribution would not materially
disadvantage either AmSurg or its minority stockholders.
 
     On October 16, 1996, the Board of Directors of AHC considered the
recommendations of AHC management to pursue the alternative of the Distribution
and authorized proceeding with the necessary steps to effect the Distribution,
including the filing with the IRS of a request for a ruling that the
Distribution could be effected on a substantially tax free basis. Their
determination was based on a number of factors, including, without limitation,
the following: (i) the fact that AHC could no longer fund the capital needs of
AmSurg and that AmSurg needed access to the public equity and debt markets as an
independent publicly-held company, (ii) the fact that the stockholders of AHC
could not benefit from a public offering of a portion of the AmSurg common stock
held by AHC without adverse tax consequences, (iii) the fact the Distribution
would give the AHC stockholder the ability to share in the growth opportunities
for AmSurg on a substantially tax free basis, (iv) the fact that there is little
synergy between the businesses of DTCA and AmSurg, (v) the need for AHC
management to increase their focus on the business of DTCA, (vi) the
desirability of permitting investors to choose between the two businesses in
making investment decisions, and (vii) the belief that AmSurg was not at the
point in its development at which AHC stockholder values could be maximized
through the sale of AmSurg.
 
     On November 21, 1996, AHC and AmSurg submitted a ruling request to the IRS
with regard to the federal income tax consequences of the Distribution. Between
November 1996 and March 7, 1997, when the Distribution Agreement was approved,
AHC and AmSurg negotiated the terms of the Distribution and the related
Recapitalization and Exchange, the terms and number of votes per share of the
Class A Common Stock and Class B Common Stock, the terms and conditions of the
Distribution Agreement, the Exchange
 
                                       18