SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   35
 
calculation of earnings per share. Because the amount of these adjustments will
depend upon the market price of AHC Common Stock prior to and after the
Distribution, it is not possible to predict the impact on weighted average
common shares and equivalents. If the Distribution were to have occurred on
January 31, 1997, on which date the closing price of AHC Common Stock was $13,
the estimated impact on earnings and stockholders' equity would have been as
follows:
 

<TABLE>
<CAPTION>
                                                               NET INCOME
                                                                INCREASE
                                                               (DECREASE)
                                                               ----------
<S>                                                           <C>
Compensation expense........................................   $(5,970,000)
Estimated income tax benefit................................     1,700,000
                                                               -----------
          Net decrease in net income........................   $(4,270,000)
                                                               ===========
</TABLE>

 

<TABLE>
<CAPTION>
                                                              STOCKHOLDERS'
                                                                 EQUITY
                                                                INCREASE
                                                               (DECREASE)
                                                              -------------
<S>                                                           <C>
Increase in paid-in capital from stock options..............   $ 5,970,000
Net decrease in net income..................................    (4,270,000)
                                                               -----------
          Net increase in stockholders' equity..............   $ 1,700,000
                                                               ===========
</TABLE>

 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a summary description of the material federal income tax
consequences of the Distribution. This summary is not a complete description of
all the consequences of the Distribution. Moreover, each AHC stockholder's
individual circumstances may affect the tax consequences of the Distribution to
such stockholder.
 
     THE DISCUSSION SET FORTH BELOW DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN
TAX ASPECTS OF THE DISTRIBUTION. THE DISCUSSION IS BASED ON CURRENTLY EXISTING
PROVISIONS OF THE CODE, EXISTING AND PROPOSED TREASURY REGULATIONS THEREUNDER
AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE FOREGOING ARE
SUBJECT TO CHANGE AND ANY SUCH CHANGES COULD AFFECT THE CONTINUING VALIDITY OF
THIS DISCUSSION. EACH AHC STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX
ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE DISTRIBUTION TO
SUCH STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL LAWS OR OTHER
TAX LAWS.
 
     Consummation of the Distribution is conditioned upon the receipt of a
ruling or rulings, in form and substance satisfactory to AHC, from the IRS
providing, in substance, that the Distribution will constitute a substantially
tax-free distribution described in Section 355 of the Code, and AHC will not
recognize any income or gain as a result of the Distribution. Accordingly,
AmSurg and AHC have requested the following rulings concerning the Distribution
from the IRS:
 
          a. Assuming that the Recapitalization and the Exchange qualify as a
     "reorganization" within the meaning of Section 368(a)(1)(E) of the Code,
     such qualification will not be adversely affected by the Distribution;
 
          b. Assuming that the Recapitalization and the Exchange qualify as a
     "reorganization" within the meaning of Section 368(a)(1)(E), the
     Recapitalization and Exchange will not adversely affect the rulings
     requested below;
 
          c. No gain or loss will be recognized to AHC upon the Distribution to
     the AHC stockholders of all of its AmSurg Common Stock;
 
                                       28