SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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giving effect to all issuances of stock associated with the exercise of stock
options, the conversion of the AmSurg preferred stock into Class A Common Stock
and any issuances in anticipated equity financing and acquisition transactions,
"control" of the AmSurg Board of Directors as defined in the Code and
regulations thereto. In order to satisfy these requirements, the Class B Common
Stock will be required to have on the date of the Recapitalization and Exchange
approximately 90% of the voting power of the capital stock of AmSurg in election
and removal of directors. In order to satisfy these requirements, it will also
be necessary to amend the AmSurg Charter to modify the existing right of the
Series A Preferred Stock and Series B Preferred Stock to elect one director to
the Board of Directors of AmSurg so that this right would exist only if a public
offering yielding at least $20,000,000 in net proceeds to AmSurg and/or its
stockholders has not occurred by May 31, 2000.
 
     The Recapitalization is subject to the approval of the holders of a
majority of the capital stock of AmSurg. A meeting of the stockholders of AmSurg
to approve the Recapitalization and certain related matters has been scheduled
for May   , 1997. AHC, as the holder of 59% of the voting power of AmSurg common
stock, has agreed to vote in favor of the Recapitalization and such other
matters. A separate class vote of the holders of the Series A Preferred Stock
and Series B Preferred Stock will be required for the Charter amendment being
considered at such meeting. Pursuant to the Distribution Agreement, AHC and
AmSurg have conditioned the Distribution (and thus the Recapitalization and
Exchange) on holders of no more than five percent of the outstanding shares of
AmSurg common stock exercising their rights to dissent from the proposed
Recapitalization. AHC and AmSurg may waive such condition in their sole
discretion.
 
     The Recapitalization and Exchange are integral parts of the transactions
contemplated by the Distribution Agreement. The Recapitalization and Exchange
will not be effected unless the Distribution will be effected immediately
thereafter.
 
     The Recapitalization will be effected through an amendment to the Charter
of AmSurg. The Recapitalization will: (i) reduce on a one for three basis the
number of outstanding shares of AmSurg Common Stock through the Reverse Stock
Split, with the intention of permitting the shares of Class A Common Stock
distributed in the Distribution to trade at proportionately higher per share
prices; and (ii) authorize the new Class B Common Stock having seven votes per
share in the election and removal of AmSurg directors and one vote in all other
matters, so that, when exchanged for all of the shares of Class A Common Stock
then owned by AHC, AHC will own shares of AmSurg Common Stock having
approximately 90% of the voting power of all outstanding shares of capital stock
of AmSurg in the election and removal of directors on the date of the
Distribution.
 
     In the Recapitalization, the number of outstanding options to purchase
AmSurg common stock will be adjusted on a one for three basis and such options
will become options to purchase shares of Class A Common Stock. The exercise
price per share will be correspondingly increased to preserve the relative value
of the option.
 
   
     No fractional shares shall be delivered to the holders of AmSurg Class A
Common Stock in the Recapitalization. The shares that would otherwise be
distributed as fractional shares to holders of AmSurg Class A Common Stock will,
as soon as practicable after the Recapitalization, be aggregated and sold by the
Distribution Agent on behalf of the holders who would otherwise receive
fractional shares and the proceeds of the sale will be paid to the holders of
AmSurg Class A Common Stock in lieu of such fractional shares.
    
 
     On the Distribution Date, immediately following the Recapitalization and
immediately prior to the Distribution, AHC and AmSurg shall effect the Exchange
in accordance with the terms of the Exchange Agreement. Pursuant to the Exchange
Agreement, AHC will deliver 5,530,131 shares of Class A Common Stock in exchange
for 5,530,131 shares of Class B Common Stock. The sole purpose of the Exchange
is to increase the voting power of AHC immediately prior to the Distribution, to
the extent required in order for the Distribution to qualify for substantially
tax-free treatment, for federal income tax purposes, under Section 355 of the
Code. See "THE DISTRIBUTION -- Certain Federal Income Tax Consequences."
 
     The Recapitalization and Exchange are intended to qualify for substantially
tax-free treatment, for federal income tax purposes, under Section 368(a)(1)(E)
of the Code.
 
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