(NO PAR VALUE)
This Information Statement/Registration Statement (the "Information
Statement") is being furnished to stockholders of American Healthcorp, Inc., a
Delaware corporation ("AHC"), in connection with the pro rata distribution (the
"Distribution") by AHC to its stockholders of all of the common stock of AmSurg
Corp., a Tennessee corporation ("AmSurg"), owned by AHC. The Distribution is
expected to occur on May , 1997.
Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of AmSurg common stock
will be converted into one share of AmSurg Class A common stock, no par value
(the "Class A Common Stock"). The Recapitalization will reduce on a one for
three basis the number of outstanding shares of common stock of AmSurg through a
reverse stock split (the "Reverse Stock Split"). The sole purpose of the Reverse
Stock Split is to permit the shares of Class A Common Stock to trade at
proportionately higher per share prices following the Distribution. Immediately
following the Recapitalization, AHC will exchange (the "Exchange") its shares of
Class A Common Stock for shares of AmSurg Class B common stock, no par value
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"AmSurg Common Stock"). The sole purpose for the Exchange is 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 shares of Class B Common Stock
will convert automatically into shares of Class A Common Stock on the first
transfer following the Distribution. The shares of Class A Common Stock and
Class B Common Stock will be entitled to share ratably in any dividends other
than dividends payable with respect to AmSurg preferred stock. In all other
respects, the Class A Common Stock and Class B Common Stock are expected to be
identical. No further shares of Class B Common Stock will be issued following
In the Distribution, each holder of shares of AHC common stock, par value
$.001 per share (the "AHC Common Stock"), on April , 1997 (the "Distribution
Record Date") will receive a dividend of 69 shares of Class B Common Stock for
every 100 shares of AHC Common Stock owned by such holder on the Distribution
Record Date subject to adjustment for issuances of AHC Common Stock after
January 31, 1997, with cash being paid in lieu of fractional interests in a
share of Class B Common Stock.
No consideration will be paid by AHC stockholders for the shares of AmSurg
Common Stock to be received by them in the Distribution nor will they be
required to surrender or exchange shares of AHC Common Stock in order to receive
Class B Common Stock. There is currently no public trading market for the shares
of AmSurg Common Stock and no trading market will exist for Class B Common Stock
as each share of Class B Common Stock automatically converts to Class A Common
Stock on its first transfer. Application has been made to list the shares of
Class A Common Stock on The Nasdaq Stock Market's National Market (the "Nasdaq
National Market") under the symbol "AMSG."
The Distribution is subject to the satisfaction or waiver of a number of
other conditions, as described in "THE DISTRIBUTION -- Conditions" in this
Information Statement. A copy of the Distribution Agreement is set forth as
Appendix A to this Information Statement.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR CERTAIN MATTERS THAT SHOULD BE
CONSIDERED WITH RESPECT TO THE SHARES OF AMSURG COMMON STOCK.
THIS INFORMATION STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. ANY SUCH OFFERING MAY ONLY BE
MADE BY MEANS OF A SEPARATE PROSPECTUS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND OTHERWISE IN COMPLIANCE WITH APPLICABLE LAW.
THE SECURITIES TO BE ISSUED IN THE DISTRIBUTION HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Information Statement is April , 1997.