SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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          d. No gain or loss will be recognized to (and no amount will be
     included in the income of) the AHC stockholders upon receipt of Class B
     Common Stock in the Distribution, except with respect to cash received in
     lieu of fractional shares and the receipt of AmSurg Common Stock that was
     originally received in a transaction in which gain was recognized by AHC,
     as described below;
 
          e. The aggregate basis of the common stock of AmSurg and of AHC in the
     hands of each AHC stockholder after the Distribution will be the same as
     the aggregate basis of the AHC Common Stock held by such stockholder
     immediately before the Distribution (plus any gain recognized with respect
     to the receipt of AmSurg Common Stock as described below), and such
     aggregate basis will be allocated between the common stock of AmSurg and of
     AHC held by such stockholder in proportion to the fair market value of each
     (immediately after the Distribution);
 
          f. The holding period of the AmSurg Common Stock received without the
     recognition of any gain by each AHC stockholder pursuant to the
     Distribution will include the holding period of the AHC Common Stock with
     respect to which such Class B Common Stock was received, provided that such
     AHC Common Stock is held as a capital asset on the date of the
     Distribution;
 
          g. An AHC stockholder will recognize gain or loss equal to the
     difference between the cash received in lieu of a fractional share interest
     of Class B Common Stock and such stockholder's basis in the fractional
     share interest for which cash is received; and
 
          h. An AHC stockholder will recognize gain or loss equal to the
     difference between the fair market value of the Common Class B Stock that
     was originally received in a transaction in which gain was recognized by
     AHC and such stockholder's tax basis in such shares.
 
     Approximately 1.5% of the outstanding shares of AmSurg Common Stock owned
by AHC prior to the Distribution were acquired by AHC in taxable transactions.
Accordingly, it is anticipated that each AHC stockholder will recognize gain or
loss with respect to 1.5% of the shares of Class B Common Stock received by such
stockholder in the Distribution. Any gain recognized by stockholders on receipt
of such shares will be taxed as ordinary income to the extent of such
stockholder's ratable share of AHC's accumulated earnings and profits (with the
excess, if any, taxable as gain from the sale or exchange of a capital asset).
AHC will notify its stockholders of its determination of their ratable share of
the amount of its accumulated earnings and profits for this purpose. Corporate
stockholders may be eligible for a dividends received deduction to the extent of
the taxable portion of the Distribution.
 
     The ruling request was submitted to the IRS on November 21, 1996. A ruling
from the IRS, while generally binding on the IRS, may under certain
circumstances be retroactively revoked or modified by the IRS. Neither AmSurg
nor AHC is currently aware of any such circumstances that would cause the IRS to
revoke or modify a ruling received by the parties from the IRS as to the federal
income tax consequences of the Distribution as described above.
 
     The ruling is based on certain facts and representations, some of which
will require confirmation prior to the time of the Distribution from each
beneficial owner of 5% or more of the outstanding AHC Common Stock that, in
effect, such beneficial owner has no present plan or intention to sell, exchange
or otherwise dispose of any stock of AHC or AmSurg.
 
     Consummation of the Distribution is also conditioned upon the receipt of an
opinion, in form and substance satisfactory to AHC, of Bass, Berry & Sims PLC,
as counsel to AHC, providing, in substance, that the Recapitalization and
Exchange will constitute a "reorganization" under Section 368(a)(1)(E) of the
Code, that neither AmSurg nor AHC will recognize any income or gain as a result
of the Recapitalization and Exchange and that no gain or loss will be recognized
by the holders of AmSurg Common Stock upon the exchange of their shares solely
for shares of Class A Common Stock and Class B Common Stock in the
Recapitalization and Exchange. The IRS takes the position that the consequences
of a transaction such as the Recapitalization and Exchange are adequately
established in the tax law and, therefore, it will not issue a so-called
"comfort ruling" as to these matters. Accordingly, AHC has not requested a
ruling from the IRS as to
 
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