SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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                             and "DESCRIPTION OF CAPITAL STOCK -- Certain
                             Provisions of the Charter, Bylaws and Tennessee
  DISTRIBUTION.............  In connection with the Distribution, AHC and AmSurg
                             have entered into various agreements that will
                             result in ongoing relationships between AHC and
                             AmSurg. AmSurg and AHC have entered into a
                             Management and Human Resources Agreement (the
                             "Management Agreement"), pursuant to which AHC will
                             provide certain financial and accounting services
                             to AmSurg on a transitional basis for a period of
                             up to one year to enable AmSurg to become
                             self-sufficient in these areas. Thomas G. Cigarran,
                             the Chairman and Chief Executive Officer of AHC,
                             has agreed to serve as Chairman of the Board of
                             AmSurg following the Distribution. Mr. Cigarran and
                             Henry D. Herr, the Chief Financial Officer and a
                             director of AHC, will serve as advisors to AmSurg
                             for a period of two years following the
                             Distribution pursuant to separate advisory
                             agreements. The purpose of these agreements is to
                             provide advisory services to AmSurg management in
                             the areas of strategy, operations, management and
                             organizational development for a two-year period
                             following the Distribution. Mr. Herr and James A.
                             Deal, Executive Vice President of AHC and President
                             of DTCA, also will serve as directors of AmSurg.
                             The Management Agreement and the advisory
                             agreements were approved by a committee of
                             independent directors of AmSurg (the "Special
                             Committee") and were deemed by the Special
                             Committee to be fair and in the best interests of
                             AmSurg. AmSurg will continue to sublease its
                             corporate headquarters from AHC pursuant to an
                             existing Sublease Agreement that expires in
                             December 1999. See "CERTAIN RELATIONSHIPS AND
                             RELATED TRANSACTIONS."
  DISTRIBUTION.............  Certain directors and officers of AHC and AmSurg
                             will have interests in the Distribution that are in
                             addition to their interests as AHC stockholders
                             generally and those interests may create potential
                             conflicts of interest. These interests include
                             positions with both companies prior to and after
                             the Distribution. The terms of the Distribution and
                             the related Recapitalization and Exchange have been
                             approved by the Special Committee and the Board of
                             Directors of AHC. See "THE DISTRIBUTION --
                             Interests of Certain Persons in the Distribution."
RISK FACTORS...............  Holders of AHC Common Stock should be aware that
                             the Distribution and the ownership of AmSurg Common
                             Stock involve certain risk factors, including (i)
                             the risk that AmSurg will no longer be able to rely
                             upon AHC for certain management, administrative and
                             accounting services, except for certain financial
                             and accounting services provided by AHC and for
                             certain advisory services provided by Mr. Cigarran
                             and Mr. Herr on a transitional basis; (ii) the risk
                             that AmSurg may not be able to implement its growth
                             strategy and to manage the growth it does achieve;
                             and (iii) the risk that the market trading prices
                             of AHC Common Stock and AmSurg Common Stock may not
                             equal or exceed on a combined basis the current
                             market trading prices of AHC Common Stock. See
                             "RISK FACTORS."