SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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                                  RISK FACTORS
 
     In addition to the other information contained in this Information
Statement, holders of AHC Common Stock should carefully consider the following
information concerning AmSurg, AHC, the Recapitalization, Exchange and
Distribution. In addition to the historical information included herein, this
Information Statement includes certain forward-looking statements that are based
on management's beliefs as well as on assumptions made by and information
currently available to management. These statements, which have been included in
reliance on the "safe harbor" provisions of the Private Litigation Reform Act of
1995, are subject to a number of risks and uncertainties, including but not
limited to the factors identified below. Actual results may differ materially
from those anticipated in any such forward-looking statements.
 
   
     PRIOR RELIANCE ON AHC.  AmSurg has historically relied upon AHC for certain
corporate management, administrative and accounting services. After the
Distribution, AmSurg will be responsible for maintaining its own management,
administrative and accounting functions, except for certain financial and
accounting services provided by AHC on a transitional basis for up to one year
pursuant to the Management Agreement and for certain advisory services provided
by members of AHC senior management pursuant to two-year advisory agreements. In
particular, Thomas G. Cigarran, who was the Chairman and Chief Executive Officer
of AmSurg prior to the Distribution, will no longer serve as an officer of
AmSurg, although he will continue to serve as Chairman of the Board of Directors
and will serve as an advisor to AmSurg. Henry D. Herr, who was Vice President
and Secretary of AmSurg prior to the Distribution, will serve as a director and
an advisor to AmSurg after the Distribution, but will no longer serve as an
officer of AmSurg. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
    
 
   
     DEPENDENCE ON GROWTH STRATEGY; CAPITAL NEEDED FOR GROWTH.  AmSurg intends
to increase its revenues and earnings, in part, by continuing to develop and to
acquire practice-based ambulatory surgery centers, and by developing specialty
physician networks and, where appropriate, by acquiring ownership interests in
physician practices. There can be no assurance that AmSurg will be able to
acquire or develop additional surgery centers, or develop and place in operation
specialty physician networks. There can also be no assurance that the assets
acquired by AmSurg in the future will ultimately produce returns that justify
their related investment or implementation by AmSurg. None of the start-up
specialty physician networks developed by AmSurg has yet entered into a contract
with a managed care payor and there can be no assurance that AmSurg will be able
to negotiate successfully such contracts.
    
 
     AmSurg's growth strategy also requires substantial capital investment.
Capital will be needed not only for the acquisition of the assets of surgery
centers and physician practices, but also for their development, effective
integration, operation and expansion. AmSurg may finance future acquisitions by
raising additional capital through debt or equity financings or using shares of
its capital stock for all or a portion of the consideration to be paid in such
acquisitions. In the event that the Class A Common Stock does not maintain a
sufficient valuation, or potential acquisition candidates are unwilling to
accept Class A Common Stock as part of the consideration for the sale of the
assets of their businesses, AmSurg may be required to utilize more of its cash
resources, if available, or rely solely on additional financing arrangements in
order to pursue its acquisition strategy. In such an instance, if AmSurg does
not have sufficient capital resources, its growth could be limited and its
operations impaired. There can be no assurance that AmSurg will be able to
obtain financing or that, if available, such financing will be on terms
acceptable to AmSurg. See "BUSINESS OF AMSURG -- Strategy."
 
     ABILITY TO MANAGE GROWTH.  AmSurg has recently experienced rapid growth
that has resulted in new and increased responsibilities for management personnel
and has placed increased demands on AmSurg's management, operational and
financial systems and resources. To accommodate this recent growth and to
compete effectively and manage future growth, AmSurg will be required to
continue to implement and improve its operational, financial and management
information systems and to expand, train, motivate and manage its workforce.
There can be no assurance that AmSurg's personnel, systems, procedures and
controls will be adequate to support AmSurg's operations. Any failure to
implement and improve AmSurg's operational, financial and management systems or
to expand, train, motivate or manage employees could have a material adverse
effect on AmSurg's financial condition and results of operation.
 
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