SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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Agreement and the Management Agreement and certain governance issues for AmSurg
following the Distribution. Concurrently, the Board of Directors of AHC and the
Special Committee, together with their financial advisors, considered the
fairness of the Distribution and related Recapitalization and Exchange to the
stockholders of AHC and AmSurg. To provide financial advice to the AHC Board of
Directors, AHC retained Morgan Keegan to consider the fairness, from a financial
point of view, of the Recapitalization, Exchange and Distribution to the
stockholders of AHC.
 
     On March 7, 1997, the Special Committee determined that the Distribution
and the related Recapitalization and Exchange are fair to and in the best
interests of AmSurg and its stockholders, including the minority stockholders,
and recommended that the AmSurg Board of Directors approve the Distribution and
the related Recapitalization and Exchange, subject to the satisfaction of the
conditions set forth in the Distribution Agreement. At the March 7, 1997 Special
Committee meeting, J.C. Bradford delivered its opinion, set forth as Appendix B
hereto, that the Recapitalization, Exchange and Distribution are fair to the
stockholders of AmSurg, other than AHC, from a financial point of view. A
description of this opinion, the methodology employed, the analysis on which it
was based and the nature of this engagement of J.C. Bradford is set forth below.
Based on the recommendations of the Special Committee, the opinion of J.C.
Bradford and other factors considered by the AmSurg Board of Directors, on March
7, 1997, the AmSurg Board determined that the Recapitalization, Exchange and
Distribution are fair to and in the best interests of the stockholders of
AmSurg, including the minority stockholders, and approved the Distribution and
the related Recapitalization and Exchange, subject to the satisfaction or waiver
of the conditions set forth in the Distribution Agreement. The principal factors
considered by the Special Committee and the AmSurg Board of Directors in
reaching this conclusion were the ones set forth above in connection with its
November 8, 1996 decision as well as the financial advice and opinion of J.C.
Bradford.
 
     Opinion of J.C. Bradford.  On March 7, 1997, the Special Committee received
a written opinion from J.C. Bradford to the effect that, based upon the factors
set forth in such opinion, the Recapitalization, Exchange and Distribution are
fair to the stockholders of AmSurg, other than AHC, from a financial point of
view. The full text of J.C. Bradford's opinion which sets forth certain
assumptions made, matters considered and limitations on the review undertaken,
is set forth in Appendix B and is incorporated herein by reference and should be
read in its entirety in connection with this Information Statement. This summary
is qualified in its entirety by reference to the full text of such opinion.
 
     In conducting its analyses and arriving at its opinion, J.C. Bradford
considered such financial and other information as it deemed appropriate
including, among other things, the following: (i) the proposed terms of the
Recapitalization, Exchange and Distribution; (ii) the historical and current
financial position and results of operations of AHC as set forth in its periodic
reports and proxy materials filed with the SEC; (iii) the audited financial
statements of AmSurg for the fiscal years ended December 31, 1992, 1993, 1994,
1995 and 1996; (iv) certain internal operating data and financial analyses,
including forecasts of AmSurg for the years beginning January 1, 1996 and ending
December 31, 2001 which assume no future changes in accounting principles which
would have a material effect on AmSurg's financial statements; (v) the past and
current business, financial condition and prospects of AmSurg and AHC as
discussed with certain senior officers of AmSurg and AHC; (vi) certain
financial, operating and securities trading data of certain other public
companies that J.C. Bradford believed to be comparable to AmSurg or relevant to
the transaction, with such information taken from individual companies' annual
reports, SEC Forms 10-K and 10-Q; (vii) the financial terms of certain other
transactions that J.C. Bradford believed to be relevant; (viii) data relating to
public companies with two classes of stock, including an analysis of float of
the classes, historical price and volume data, data relating to voting rights of
the stocks, and data relating to economic differences in the classes, such as
different dividend rights; (ix) reported price and trading activity for the
shares of AHC Common Stock; (x) a draft of the Information Statement included in
the Registration Statement on Form 10 for the AmSurg Common Stock filed with the
SEC; (xi) the tax ruling request, as supplemented, to the IRS from AHC and
AmSurg; and (xii) such other financial studies, analyses, and investigations as
J.C. Bradford deemed appropriate for purposes of its opinion.
 
     In making its analyses, J.C. Bradford considered the financial aspects of
other alternatives available to AmSurg, including the sale of all or a portion
of AmSurg to the public through an initial public offering and
 
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