SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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liabilities, claims or damages (including the cost of investigating any claim
and reasonable attorneys' fees and disbursements) in connection with any
services performed by AHC or any transactions or conduct in connection
     Pursuant to the Management Agreement, AHC will be responsible for any
claims incurred on or prior to the date of such agreement by AmSurg employees
under any medical or dental plans offered by AHC to AmSurg employees on or prior
to the date of such agreement in accordance with the terms of such plans. AHC
will not be responsible for any claims incurred following the date of the
Management Agreement by any AmSurg employees under any plan.
     As a result of the Distribution and pursuant to the terms of the AHC stock
option plans, the vesting of the unvested portion of the outstanding AHC stock
options will be accelerated and the exercise price per share of outstanding
options to purchase shares of AHC Common Stock will be reduced, and the number
of shares underlying such options will be in certain cases increased, to
maintain the value of AHC stock options following the Distribution at
pre-Distribution levels. Holders of AHC stock options on the Distribution Record
Date will not be entitled to receive shares of AmSurg Common Stock in respect of
such options. The amount by which the options will be adjusted will depend on a
comparison of the market price per share of AHC before and after the
Distribution. For a description of the accounting treatment of the option
adjustment, see "-- Accounting Treatment."
     Following the approval of the Distribution by the AHC Board of Directors on
March 7, 1997, AHC will present the business of AmSurg as a discontinued
operation to the extent financial information for periods prior to the
Distribution is required to be included in AHC's historical financial
     The Distribution will be treated as a dividend for accounting purposes and
will consequently reduce stockholders' equity by the book value of AHC's
investment in AmSurg.
     Expenses of the Distribution and related transactions are expected to be
approximately $550,000 for AHC and $450,000 for AmSurg, and will be generally
non-deductible for federal income tax purposes. These expenses will be recorded
as operating expenses at the time of the Distribution by AmSurg and expenses
associated with discontinued operations in the case of AHC. For a description of
the allocation of certain expenses between AHC and AmSurg, see "-- The
Distribution Agreement."
     As a result of the adjustment of AHC stock options, AHC will record
non-cash compensation expense and an equal increase in stockholders' equity
(additional paid-in capital) in an amount equal to the difference between the
aggregate exercise price of outstanding options to purchase shares of AHC Common
Stock having an exercise price below the market price of AHC Common Stock and
the aggregate market price for such shares immediately prior to the
Distribution. The compensation expense and associated increase in additional
paid-in capital will be recognized because generally accepted accounting
principles require such recognition when an adjustment results in a change in
the ratio of the exercise price to the market price per share even though no
change in the aggregate value of the options will take place. Although it would
be possible to adjust the options without changing this ratio, it could only be
accomplished by issuing a large number of new options which would result in
substantial dilution to AHC stockholders. While the adjustment management
anticipates making will result in additional new option issuances, such new
issuances will be significantly less than those which would be required to avoid
recognition of compensation expense and associated increase to additional
paid-in capital as of the Distribution Date. The option adjustments will reduce
earnings as a result of the recognition of compensation expense less the income
tax benefit associated with the compensation expense deduction and will increase
additional paid-in capital by the amount of compensation expense. The adjustment
will also have the effect of decreasing future earnings per share because of the
impact of the additional options on the calculation of common stock equivalents
used in the calculation of earnings per share. Because the amount of these
adjustments will depend upon the market price of AHC Common Stock prior to and
after the Distribution, it is not possible to predict the impact on weighted