SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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the Recapitalization, Exchange and Distribution to the stockholders of AHC and
such other opinions as AHC may deem necessary in its sole discretion. In
addition, the obligations of AmSurg and AHC to effect the Exchange are subject
to the completion of the Recapitalization, and, in turn, the obligations of AHC
to effect the Distribution in accordance with the Distribution Agreement are
conditioned upon the completion of the Exchange. AHC, as holder of approximately
59% of the voting power of the common stock of AmSurg on January 31, 1997, has
agreed to vote in favor of such matters.
 
MANNER OF EFFECTING THE DISTRIBUTION
 
     On the Distribution Date, immediately following consummation of the
Exchange, AHC will deliver all of the shares of Class B Common Stock held by AHC
to SunTrust Bank, the Distribution Agent for the AmSurg Common Stock, for
distribution on a pro rata basis to the holders of AHC Common Stock at the close
of business on the Distribution Record Date. It is expected that the
Distribution Agent will begin mailing share certificates representing the Class
B Common Stock as soon as practicable after the Distribution. The shares will be
distributed to the holders of record of the AHC Common Stock on the basis of 69
shares of Class B Common Stock for each 100 shares of AHC Common Stock
outstanding on the Distribution Record Date subject to additional issuances of
AHC Common Stock after January 31, 1997. All such shares of Class B Common Stock
will be fully paid, nonassessable and free of preemptive rights.
 
     No fractional shares shall be delivered to the holders of AHC Common Stock
in the Distribution. The shares that would otherwise be distributed as
fractional shares to holders of the AHC Common Stock will, as soon as
practicable after the Distribution, be aggregated and sold by the Distribution
Agent on behalf of the holders who would otherwise receive fractional shares and
the proceeds of the sale will be paid to the holders of AHC Common Stock in lieu
of such fractional shares. See "-- Certain Federal Income Tax Consequences."
 
     NO HOLDER OF AHC COMMON STOCK WILL BE REQUIRED TO PAY ANY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF AMSURG COMMON STOCK RECEIVED IN THE DISTRIBUTION
OR TO SURRENDER OR EXCHANGE SHARES OF AHC COMMON STOCK OR TO TAKE ANY OTHER
ACTION IN ORDER TO RECEIVE SHARES OF AMSURG COMMON STOCK IN THE DISTRIBUTION.
STOCKHOLDERS WILL BE SUBJECT TO FEDERAL INCOME TAXATION WITH RESPECT TO
APPROXIMATELY 1.5% OF THE SHARES OF AMSURG COMMON STOCK RECEIVED BY THEM AND ANY
CASH RECEIVED IN LIEU OF FRACTIONAL SHARES.
 
LISTING OF CLASS A COMMON STOCK; RESTRICTIONS ON RESALE; CONVERSION OF CLASS B
COMMON STOCK
 
     AmSurg has applied for listing of the Class A Common Stock on the Nasdaq
National Market. The Class B Common Stock received in the Distribution will
convert automatically into Class A Common Stock on any transfer occurring after
the Distribution with certain limited exceptions. The Class B Common Stock
received pursuant to the Distribution will be freely transferable under the
Securities Act, except for shares of Class B Common Stock received by any person
who may be deemed to be an "affiliate" of AmSurg within the meaning of Rule 144
under the Securities Act. Persons who may be deemed to be affiliates of AmSurg
after the Distribution generally include individuals or entities that control,
are controlled by, or are under common control with AmSurg, and may include the
directors and executive officers of AmSurg as well as any principal stockholder
of AmSurg. The shares of Class A Common Stock outstanding as of the Distribution
were issued in transactions unrelated to the Distribution. Under current law,
the holders of such shares of Class A Common Stock and persons who are
affiliates of AmSurg will be permitted to sell the Class A Common Stock received
pursuant to the Distribution ("restricted securities") only pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption therefrom, such as the exemptions afforded by Section 4(1) of the
Securities Act and Rule 144 thereunder. Of the 3,803,943 shares of Class A
Common Stock that are anticipated to be "restricted securities" immediately
following the Distribution, 3,502,698 will have satisfied a one-year holding
period. This Information Statement does not cover resales of AmSurg Common Stock
by existing stockholders of AmSurg. See "RISK FACTORS -- Shares Eligible for
Future Sale," "DESCRIPTION OF CAPITAL STOCK" and "SHARES ELIGIBLE FOR FUTURE
SALE."
 
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