SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
<PAGE>   9
     The following summary is not intended to be complete and is qualified in
its entirety by reference to the more detailed information included in this
Information Statement and the Distribution Agreement set forth as Appendix A to
the Information Statement. Stockholders are urged to read this Information
Statement and the Distribution Agreement in their entirety. Unless otherwise
noted, the financial statements and other financial information relating to AHC
and AmSurg and data and information as to the shares of AmSurg Common Stock
included herein give effect to the Recapitalization, the Exchange and the
Distribution. Unless the context otherwise requires, the term "AmSurg" refers to
AmSurg and its subsidiaries and the term "AHC" refers to AHC and its
subsidiaries following the Distribution.
     AmSurg was formed in April 1992 for the purpose of developing, acquiring
and managing practice-based ambulatory surgery centers, in partnerships with
physician practice groups, throughout the United States. An AmSurg surgery
center is typically located adjacent to or in the immediate vicinity of the
specialty medical practice of a physician group partner's office. Each of the
surgery centers offers a narrow range of high volume, lower-risk surgical
procedures, generally in a single specialty, and has been designed with a cost
structure that enables AmSurg to charge fees which management believes are
generally less than those charged by hospitals and freestanding outpatient
surgery centers for similar services performed on an outpatient basis. As of
January 31, 1997, AmSurg owned a majority interest in 27 operating centers in
ten states and the District of Columbia, managed another center's operations and
owned a majority interest in two physician practice groups. As of January 31,
1997, AmSurg also had 21 centers under development and had executed letters of
intent to acquire or develop five additional centers. AmSurg is utilizing
selected surgery centers as a base to develop specialty physician networks that
are designed to serve large numbers of covered lives and thus strengthen
AmSurg's position in dealing with managed care organizations. As of January 31,
1997, AmSurg operated four specialty physician networks, located in the south
Florida market and in Knoxville, Tennessee and Montgomery, Alabama.
     In recent years, government programs, private insurance companies, managed
care organizations and self-insured employers have implemented various
cost-containment measures to limit the growth of healthcare expenditures. These
cost-containment measures, together with technological advances, have resulted
in a significant shift in the delivery of healthcare services away from
traditional inpatient hospitals to more cost-effective alternate sites,
including ambulatory surgery centers. AmSurg believes that it is a leader in the
development, acquisition and management of practice-based ambulatory surgery
centers in the specialties in which AmSurg has focused.
     While the majority of AmSurg's existing ambulatory surgery centers
specialize in gastroenterology, AmSurg's growth strategy focuses on the
development and acquisition of practice-based ambulatory surgery centers,
specialty physician networks and physician practices in five specialties:
gastroenterology, ophthalmology, orthopaedic surgery, urology and
otolaryngology. AmSurg believes that it can strengthen its position with managed
care organizations through the development of single specialty physician
networks in combination with practice-based ambulatory surgery centers
strategically located throughout a medical market area.
     AmSurg markets its surgery centers and networks directly to third-party
payors, including health maintenance organizations ("HMOs"), preferred provider
organizations ("PPOs"), other managed care organizations and employers, and
directly to patients. Marketing activities emphasize the high quality of care,
cost advantages and convenience of AmSurg's surgery centers and are focused on
making each center an approved provider under local managed care plans. In
addition, AmSurg is developing networks with selected physician groups in order
to market to managed care payors a comprehensive specialty physician network
that includes its surgery centers.
     AmSurg ambulatory surgery centers and specialty physician networks are
typically owned through limited and general partnerships or limited liability
companies in which a subsidiary of AmSurg is a general partner or member and
holds a majority interest. The other partners of the partnerships and members of