SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                           [AMERICAN HEALTHCORP LOGO]
                           One Burton Hills Boulevard
                           Nashville, Tennessee 37215
 
                                                                    May   , 1997
Dear Fellow Stockholder:
 
    This Information Statement contains important information regarding AmSurg
Corp. ("AmSurg"), and how American Healthcorp, Inc. ("AHC") will distribute all
of the AmSurg common stock owned by AHC to the holders of AHC common stock (the
"Distribution"). AHC currently owns approximately 59% of the outstanding AmSurg
common stock.
 
    The Distribution will result in your ownership of shares of two independent
public companies: AHC, which will focus its business strategy on operating
hospital-based diabetes treatment centers and providing diabetes disease
management services for managed care organizations and other third party payors,
and AmSurg, which will focus its business strategy on the acquisition,
development and operation of practice-based ambulatory surgery centers and the
development and operation of start-up specialty physician networks associated
with these centers. We are excited about the prospects of both companies. Your
Board of Directors believes that the Distribution by AHC will enable AHC and
AmSurg to develop, finance and manage their businesses more effectively and
should better position the two companies to provide greater total value to
stockholders.
 
    Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of outstanding AmSurg
common stock will be converted into one share of AmSurg Class A common stock, no
par value ("Class A Common Stock"). Immediately following the Recapitalization,
AHC will exchange (the "Exchange") all of its shares of Class A Common Stock for
shares of AmSurg Class B common stock, no par value ("Class B Common Stock").
The sole purposes for the Recapitalization and the Exchange are to reduce the
number of outstanding shares of AmSurg common stock on a one for three basis
through a reverse stock split to permit such shares to trade at proportionally
higher per share prices and to increase the voting power of AHC in AmSurg 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.
 
   
    The shares of Class A Common Stock will have one vote per share on all
matters, while the shares of Class B Common Stock will have eight votes per
share on the election and removal of directors of AmSurg and one vote per share
on all other matters. The Distribution to AHC stockholders will be of the Class
B Common Stock held by AHC, which shares will convert automatically into shares
of Class A Common Stock on the first transfer of any such shares following the
Distribution. The Class A Common Stock and the Class B Common Stock will be
identical in all other respects. The shares of Class A Common Stock have been
approved for listing on the Nasdaq National Market effective upon the
Distribution.
    
 
   
    If you are a holder of AHC common stock on June   , 1997, the record date
for the Distribution, you will receive, in the Distribution, 69 shares of Class
B Common Stock for every 100 shares of AHC common stock you own on that date, as
such ratio may be adjusted for issuances of AHC common stock after April 30,
1997. Holders of AHC common stock will receive cash in lieu of any fractional
shares of Class B Common Stock. AHC stockholders will be subject to federal
income taxation with respect to approximately 1.5% of the shares of the Class B
Common Stock received by them in the Distribution, the exact amount of which
will be provided by AHC along with other information concerning this taxable
amount. Receipt of the remaining 98.5% of the shares by the AHC stockholders is
expected to be exempt from federal income taxation. Consummation of the
Distribution is expected to occur on June   , 1997. Consummation of the
Distribution is subject to the satisfaction or waiver of various conditions
described in this Information Statement.
    
 
    This Information Statement also sets forth information about AmSurg and the
rights of the Class A Common Stock and Class B Common Stock, and contains
financial statements and other financial information. Due to the importance of
the information contained in this document, you are urged to read the
Information Statement carefully.
 
    STOCKHOLDERS OF RECORD ON THE RECORD DATE FOR THE DISTRIBUTION WILL BE
ENTITLED AUTOMATICALLY TO PARTICIPATE IN THE DISTRIBUTION AND ARE NOT REQUIRED
TO DO ANYTHING TO BECOME ENTITLED TO SO PARTICIPATE. YOU DO NOT NEED TO TURN IN
YOUR AHC STOCK CERTIFICATE. NO STOCKHOLDER APPROVAL OF THE DISTRIBUTION IS
REQUIRED OR SOUGHT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO SEND US A PROXY.
 
                                          SINCERELY,
 
                                          /S/ THOMAS G. CIGARRAN
                                          --------------------------------------
                                          THOMAS G. CIGARRAN
                                          Chairman and Chief Executive Officer