SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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prior to the construction of new facilities or the introduction of new services,
a designated state health planning agency must determine that a need exists for
those facilities or services. AmSurg's development of ambulatory surgery centers
generally focuses on states that do not require CONs. However, acquisitions of
existing surgery centers, even in states that require CONs for new centers,
generally do not require CON regulatory approval.
     State licensing of ambulatory surgery centers is generally a prerequisite
to the operation of each center and to participation in federally funded
programs, such as Medicare and Medicaid. Once a center becomes licensed and
operational, it must continue to comply with federal, state and local licensing
and certification requirements in addition to local building and life safety
codes. In addition, every state imposes licensing requirements on individual
physicians, and facilities and services operated and owned by physicians.
Physician practices are also subject to federal, state and local laws dealing
with issues such as occupational safety, employment, medical leave, insurance
regulations, civil rights and discrimination, and medical waste and other
environmental issues.
     Corporate Practice of Medicine.  AmSurg is not required to obtain a license
to practice medicine in any jurisdiction in which it owns and operates an
ambulatory surgery center, because the surgery centers are not engaged in the
practice of medicine. The physicians are licensed to practice medicine through
their group practices, which with the exception of the two physician practices
majority owned by AmSurg, are not affiliated with AmSurg other than through the
physicians' ownership in the partnerships and limited liability companies that
own the surgery centers. AmSurg owns a majority interest in two group practices
in Florida, a state which permits physicians to practice medicine through an
entity that is not wholly owned by physicians. All third party payor contracts
are in the name of the group practice entities in which AmSurg owns a majority
interest. The physicians associated with these group practices provide medical
services to the patients of the practice entities and are compensated for these
services pursuant to either an employment contract or an independent contractor
arrangement with the practice entity. AmSurg's operations do not require AmSurg
to otherwise obtain any license to practice medicine in any other jurisdiction.
     Insurance Laws.  Laws in all states regulate the business of insurance and
the operation of HMOs. Many states also regulate the establishment and operation
of networks of healthcare providers. AmSurg believes that its operations are in
compliance with these laws in the states in which it currently does business.
The National Association of Insurance Commissioners ("NAIC") recently endorsed a
policy proposing the state regulation of risk assumption by healthcare
providers. The policy proposes prohibiting providers from entering into
capitated payment or other risk sharing contracts except through HMOs or
insurance companies. Several states have adopted regulations implementing the
NAIC policy in some form. In states where such regulations have been adopted
practices affiliated with AmSurg will be precluded from entering into capitated
contracts directly with employers, individuals and benefit plans unless they
qualify to do business as HMOs or insurance companies.
     AmSurg and its affiliated groups may in the future enter into contracts
with managed care organizations, such as HMOs, whereby AmSurg and its affiliated
groups would assume risk in connection with providing healthcare services under
capitation arrangements. If AmSurg or its affiliated groups are considered to be
in the business of insurance as a result of entering into such risk sharing
arrangements, they could become subject to a variety of regulatory and licensing
requirements applicable to insurance companies or HMOs, which could have a
material adverse effect upon AmSurg.
     Reimbursement.  AmSurg depends upon third-party programs, including
governmental and private health insurance programs, to reimburse it for services
rendered to patients in its ambulatory surgery centers. In order to receive
Medicare reimbursement, each ambulatory surgery center must meet the applicable
conditions of participation set forth by the Department of Health and Human
Services ("DHHS") relating to the type of facility, its equipment, personnel and
standard of medical care, as well as compliance with state and local laws and
regulations, all of which are subject to change from time to time. Ambulatory
surgery centers undergo periodic on-site Medicare certification surveys. Each of
the existing AmSurg centers is certified as a Medicare provider. Although AmSurg
intends for its centers to participate in Medicare and other government
reimbursement programs, there can be no assurance that these centers will
continue to qualify for participation.