SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   2
 
                   AMERICAN HEALTHCORP LOGO
                           One Burton Hills Boulevard
                           Nashville, Tennessee 37215
 
                                                                  April   , 1997
Dear Fellow Stockholder:
 
    This Information Statement contains important information regarding AmSurg
Corp. ("AmSurg"), and how American Healthcorp, Inc. ("AHC") will distribute on a
substantially tax-free basis all of the AmSurg common stock owned by AHC to the
holders of AHC common stock (the "Distribution"). AHC currently owns
approximately 59% of the outstanding AmSurg common stock.
 
    The Distribution will result in your ownership of shares of two independent
public companies: AHC, which will focus its business strategy on operating
hospital-based diabetes treatment centers and providing diabetes disease
management services for managed care organizations and other third party payors,
and AmSurg, which will focus its business strategy on the acquisition,
development and management of practice-based ambulatory surgery centers and the
development and management of specialty physician networks associated with these
centers. We are excited about the prospects of both companies. Your Board of
Directors believes that the Distribution by AHC will enable AHC and AmSurg to
develop, finance and manage their businesses more effectively and should better
position the two companies to provide greater total value to stockholders.
 
    Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of outstanding AmSurg
common stock will be converted into one share of AmSurg Class A common stock, no
par value ("Class A Common Stock"). Immediately following the Recapitalization,
AHC will exchange (the "Exchange") all of its shares of Class A Common Stock for
shares of AmSurg Class B common stock, no par value ("Class B Common Stock").
The sole purposes for the Recapitalization and the Exchange are to reduce the
number of outstanding shares of AmSurg common stock on a one for three basis
through a reverse stock split and to increase the voting power of AHC in AmSurg
prior to the Distribution to the extent required in order for the Distribution
to qualify for substantially tax-free treatment for federal income tax purposes.
 
    The shares of Class A Common Stock will have one vote per share on all
matters, while the shares of Class B Common Stock will have seven votes per
share on the election and removal of directors of AmSurg and one vote per share
on all other matters. The Distribution to AHC stockholders will be of the Class
B Common Stock held by AHC, which shares will convert automatically into shares
of Class A Common Stock on the first transfer of any such shares following the
Distribution. The Class A Common Stock and the Class B Common Stock will be
identical in all other respects. Application has been made to list the shares of
Class A Common Stock on the Nasdaq National Market effective upon the
Distribution.
 
    If you are a holder of AHC common stock on April   , 1997, the record date
for the Distribution, you will receive, in the Distribution, 69 shares of Class
B Common Stock for every 100 shares of AHC common stock you own on that date, as
such ratio may be adjusted 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. AHC stockholders will be subject to federal
income taxation with respect to approximately 1.5% of the shares of the Class B
Common Stock received by them in the Distribution, the exact amount of which
will be provided by AHC along with other information concerning this taxable
amount. Consummation of the Distribution is expected to occur on May   , 1997.
Consummation of the Distribution is subject to the satisfaction or waiver of
various conditions described in this Information Statement.
 
    This Information Statement also sets forth information about AmSurg and the
rights of the Class A Common Stock and Class B Common Stock, and contains
financial statements and other financial information. Due to the importance of
the information contained in this document, you are urged to read the
Information Statement carefully.
 
    STOCKHOLDERS OF RECORD ON THE RECORD DATE FOR THE DISTRIBUTION WILL BE
ENTITLED AUTOMATICALLY TO PARTICIPATE IN THE DISTRIBUTION AND ARE NOT REQUIRED
TO DO ANYTHING TO BECOME ENTITLED TO SO PARTICIPATE. YOU DO NOT NEED TO TURN IN
YOUR AHC STOCK CERTIFICATE. NO STOCKHOLDER APPROVAL OF THE DISTRIBUTION IS
REQUIRED OR SOUGHT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO SEND US A PROXY.
 
                                          SINCERELY,
 
                                          /S/ THOMAS G. CIGARRAN
                                          --------------------------------------
                                          THOMAS G. CIGARRAN
                                          Chairman and Chief Executive Officer