SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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                             as of the date of Distribution approximately 90% of
                             the voting power of the capital stock of AmSurg in
                             election and removal of directors. As part of the
                             Recapitalization, AmSurg also will convert every
                             three shares of Series A Redeemable Preferred
                             Stock, no par value (the "Series A Preferred
                             Stock") and Series B Convertible Preferred Stock,
                             no par value (the "Series B Preferred Stock" and
                             together with the Series A Preferred Stock, the
                             "AmSurg Preferred Stock") into one share of Series
                             A Preferred Stock and Series B Preferred Stock,
                             respectively. The sole purposes of the
                             Recapitalization and the Exchange are (a) to reduce
                             the number of outstanding shares of AmSurg common
                             stock on a one for three basis through a Reverse
                             Stock Split so as to permit the shares of AmSurg
                             Common Stock to trade at proportionately higher per
                             share prices following the Distribution, and (b) to
                             increase the voting power of AHC immediately prior
                             to the Distribution as required in order to effect
                             the Distribution on a substantially tax-free basis
                             for federal income tax purposes. See "THE
                             DISTRIBUTION -- The Recapitalization and Exchange."
    
 
DISTRIBUTION AGENT,
  TRANSFER AGENT AND
  REGISTRAR................  SunTrust Bank, the transfer agent for the AHC
                             Common Stock, will serve as the distribution agent
                             (the "Distribution Agent") and as the transfer
                             agent and registrar for the AmSurg Common Stock.
 
FEDERAL INCOME TAX
  CONSEQUENCES.............  It is anticipated that the Distribution will be
                             substantially tax-free for federal income tax
                             purposes under Section 355 of the Internal Revenue
                             Code of 1986, as amended (the "Code"). Receipt of a
                             ruling from the IRS that the Distribution may be
                             accomplished on a substantially tax-free basis for
                             federal income tax purposes is a condition to the
                             Distribution. Stockholders will be subject to
                             federal income taxation with respect to
                             approximately 1.5% of the shares of AmSurg Common
                             Stock received by them and any cash received in
                             lieu of fractional shares. AHC will distribute as
                             soon as practicable to its stockholders information
                             regarding the taxable amount of ordinary income and
                             of capital gain attributable to the Distribution.
                             See "THE DISTRIBUTION -- Certain Federal Income Tax
                             Consequences." Stockholders are urged to consult
                             with their personal tax advisors concerning any
                             state, local or foreign tax consequences of the
                             Distribution.
 
DIVIDENDS AFTER THE
  DISTRIBUTION.............  AmSurg does not currently intend to declare or pay
                             any cash dividends on the shares of Class A Common
                             Stock and Class B Common Stock and its ability to
                             do so will be subject to certain limitations. See
                             "DESCRIPTION OF CAPITAL STOCK -- Authorized Capital
                             Stock -- Dividend Policy." AHC does not currently
                             intend to declare or pay any cash dividends on the
                             shares of AHC Common Stock and its ability to do so
                             will be subject to certain limitations.
 
CERTAIN PROVISIONS OF
  AMSURG'S CHARTER, BYLAWS
  AND
  TENNESSEE LAW............  Certain provisions of AmSurg's Charter and Bylaws
                             and Tennessee law may have the effect of delaying
                             or making more difficult an acquisition of control
                             of AmSurg in a transaction not approved by its
                             Board of Directors. See "RISK FACTORS -- Certain
                             Antitakeover Effects,"
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