SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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TRADING MARKET.............  The Class A Common Stock has been approved for
                             listing on the Nasdaq National Market under the
                             symbol "AMSG." See "THE DISTRIBUTION -- Listing of
                             Class A Common Stock; Restrictions on Resale;
                             Conversion of Class B Common Stock." The combined
                             trading prices of AHC Common Stock and Class A
                             Common Stock after the Distribution may be less
                             than, equal to or greater than the trading price of
                             AHC Common Stock before the Distribution.
    
 
   
DISTRIBUTION RECORD DATE...  May   , 1997
    
 
DISTRIBUTION DATE..........  The Distribution will take place following the
                             satisfaction or waiver of the conditions set forth
                             in the Distribution Agreement. It is anticipated
                             that the Distribution will take place on May   ,
                             1997. Stock certificates representing the shares of
                             Class B Common Stock to be distributed will be
                             mailed by the Distribution Agent as soon as
                             practicable after the Distribution. No action of an
                             AHC stockholder is necessary to receive the
                             certificates.
 
   
CONDITIONS TO
  DISTRIBUTION.............  The Distribution is subject to a number of
                             conditions, including the following: (i) the
                             receipt of a letter ruling from the Internal
                             Revenue Service (the "IRS") with respect to the
                             substantially tax-free status of the Distribution
                             for federal income tax purposes; (ii) the listing
                             of the Class A Common Stock on a national
                             securities exchange or for inclusion in the Nasdaq
                             National Market or such other trading market as the
                             parties may agree; (iii) the approval by the AmSurg
                             stockholders of the amendment and restatement of
                             AmSurg's Charter (the "AmSurg Charter"), the
                             amendment and restatement of the AmSurg Bylaws (the
                             "AmSurg Bylaws") and various other matters; (iv)
                             the receipt by the Special Committee of the Board
                             of Directors of AmSurg of the opinion of J.C.
                             Bradford & Co. ("J.C. Bradford") that the
                             Recapitalization, Exchange and the Distribution are
                             fair, from a financial point of view, to the
                             stockholders of AmSurg, other than AHC, and the
                             receipt by the Board of Directors of AHC of the
                             opinion of Morgan Keegan & Co., Inc. ("Morgan
                             Keegan") that the Distribution, Recapitalization
                             and Exchange are fair, from a financial point of
                             view, to the AHC stockholders, and confirmation of
                             such opinions prior to the Distribution; and (v)
                             the approval of the Recapitalization and the
                             Exchange by the holders of at least a majority of
                             the voting power of the outstanding shares of
                             capital stock of AmSurg, with the holders of no
                             more than 5% of the outstanding shares exercising
                             dissenters' rights of appraisal under Tennessee
                             law. AHC, as the holder of 59% of the voting power
                             of the common stock of AmSurg on April 30, 1997,
                             has agreed to vote in favor of the Recapitalization
                             and the Exchange and the amendment and restatement
                             of the AmSurg Charter and AmSurg Bylaws. The
                             holders of AmSurg preferred stock also must approve
                             the amendment and restatement of the AmSurg
                             Charter. See "THE DISTRIBUTION -- Conditions."
    
 
RECAPITALIZATION AND
  EXCHANGE.................  Immediately prior to consummation of the
                             Distribution, AmSurg will (a) undergo a
                             Recapitalization, in which AmSurg will convert
                             every three shares of AmSurg common stock held by
                             all existing AmSurg stockholders, including AHC,
                             into one share of Class A Common Stock and
                             authorize the issuance of Class B Common Stock to
                             AHC in the Exchange and (b) effect the Exchange by
                             issuing 5,530,131 shares of Class B Common Stock to
                             AHC in exchange for the same number of shares of
                             Class A Common Stock. The Class B Common Stock will
                             have
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