SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
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physicians or physician practice groups that generally have offices adjacent to
or in close proximity to the surgery center. In development projects, the
capital contributed by the physicians and AmSurg, together with bank financing,
provide the partnership or limited liability company with the funds necessary to
construct and equip the surgery center and to provide initial working capital.
     The start-up specialty physician networks are also owned through limited
partnerships or limited liability companies in which a subsidiary of AmSurg is a
general partner or member and holds a majority interest. The other partners or
members are individual physicians who will provide the medical services to the
patient population covered by contracts which the network will seek to enter
into with managed care payors. These entities are funded by AmSurg and the
physicians on a pro rata basis based on their ownership interests.
     AmSurg is incorporated in Tennessee. Its principal executive offices are
located at One Burton Hills Boulevard, Nashville, Tennessee 37215, and its
telephone number is (615) 665-1283.
                                THE DISTRIBUTION
DISTRIBUTING COMPANY.......  The distributing company is AHC. Following
                             consummation of the Distribution, AHC, through its
                             wholly-owned subsidiary, Diabetes Treatment Centers
                             of America, Inc. ("DTCA"), will continue to operate
                             hospital-based diabetes treatment centers and to
                             provide diabetes disease management services for
                             managed care organizations and other third party
                             payors. DTCA's hospital-based diabetes treatment
                             centers are designed to create centers of
                             excellence for the treatment of diabetes in the
                             community in which they are located and thereby
                             increase the hospitals' market share of diabetes
                             patients and lower the hospitals' cost of providing
                             services to this population. DTCA's disease
                             management products are designed to assist
                             healthcare payors in reducing the total cost and
                             improving the quality of care for individuals with
                             diabetes through intensive diabetes education,
                             patient support and treatment regimens, as well as
                             comprehensive management of all care delivered to
                             these individuals. AHC, through its wholly-owned
                             subsidiary, Arthritis and Osteoporosis Care Center,
                             Inc. ("AOCC"), operates two arthritis and
                             osteoporosis treatment centers providing
                             comprehensive treatment to individuals with
                             arthritis and osteoporosis. On March 10, 1997, the
                             last full trading day prior to the announcement of
                             the execution of the Distribution Agreement and the
                             filing of this Information Statement with the SEC,
                             the closing sale price per share of AHC Common
                             Stock was $13.
  DISTRIBUTION.............  The Distribution is designed to separate the two
                             principal operating businesses of AHC so that each
                             may maximize its value by adopting strategies and
                             pursuing objectives appropriate to its specific
                             needs. The principal purpose of the Distribution
                             for the AmSurg operating business is to enable it
                             to have access to debt and equity capital markets
                             as an independent, publicly traded company in order
                             to finance the development and acquisition of
                             ambulatory surgery centers and specialty physician
                             networks. The principal purpose of the Distribution
                             for AHC is to enable AHC to focus its capital
                             resources on the development of DTCA's
                             comprehensive diabetes disease management services
                             for managed care organizations and other third
                             party payors. The Distribution will enable
                             management of both AHC and AmSurg to focus on each
                             company's core business, provide liquidity for the
                             AmSurg minority stockholders and permit AHC
                             investors to choose more precisely and