SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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                             monitor their investments. See "THE
                             DISTRIBUTION -- Background and Reasons for the
                             Distribution."
 
   
SECURITIES TO BE
  DISTRIBUTED..............  All of the outstanding shares of Class B Common
                             Stock, which is expected to be 5,530,131 shares of
                             Class B Common Stock, will be distributed. As of
                             April 30, 1997, AHC owned 59% of the outstanding
                             shares of common stock of AmSurg. As of that date,
                             31% of the remaining shares of AmSurg common stock
                             were owned by physicians who acquired their shares
                             in connection with AmSurg's acquisition or
                             development of ambulatory surgery centers and the
                             remaining 10% were owned by management and certain
                             other investors who acquired their shares in
                             private transactions. See "THE DISTRIBUTION."
    
 
DISTRIBUTION AGREEMENT.....  The Distribution will be accomplished pursuant to
                             the terms and conditions of the Distribution
                             Agreement, dated as of March 7, 1997, by and
                             between AHC and AmSurg set forth as Appendix A
                             hereto (the "Distribution Agreement").
 
   
DISTRIBUTION RATIO.........  69 shares of Class B Common Stock will be
                             distributed for each 100 shares of AHC Common Stock
                             outstanding on the Distribution Record Date, as
                             such ratio may be adjusted for issuances of AHC
                             Common Stock after April 30, 1997. Holders of AHC
                             Common Stock will receive cash in lieu of any
                             fractional shares of Class B Common Stock that
                             would otherwise be distributed. No consideration
                             will be paid by AHC stockholders for the shares of
                             AmSurg Common Stock to be received by them, nor
                             will they be required to surrender or exchange
                             shares of AHC Common Stock in order to receive
                             shares of AmSurg Common Stock. See "THE
                             DISTRIBUTION."
    
 
AUTOMATIC CONVERSION OF
  CLASS B COMMON STOCK UPON
  TRANSFER.................  Each share of Class B Common Stock will convert
                             automatically into one share of Class A Common
                             Stock upon any transfer following the Distribution,
                             including transfers by gift but excluding transfers
                             of the Class B Common Stock from the beneficial
                             owner into street name, from street name to the
                             beneficial owner and by pledge. Stockholders will
                             not be required to effect a conversion of their
                             shares of Class B Common Stock in order to settle
                             any transfer or to sell their shares on the Nasdaq
                             National Market. See "DESCRIPTION OF CAPITAL
                             STOCK."
 
VOTING AND OTHER RIGHTS OF
  CLASS A COMMON STOCK AND
  CLASS B COMMON STOCK.....  Each share of Class A Common Stock will have one
                             vote per share on all matters, while each share of
                             Class B Common Stock will have seven votes per
                             share in the election and removal of directors of
                             AmSurg and one vote per share on all other matters.
                             The Class A Common Stock and Class B Common Stock
                             will vote together as a single class on all matters
                             except those that would adversely affect the rights
                             of either class. 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.
                             AmSurg will not have the right to issue any Class B
                             Common Stock following the Distribution. The Class
                             A Common Stock and Class B Common Stock will be
                             identical in all other respects. See "DESCRIPTION
                             OF CAPITAL STOCK."
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