SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
<PAGE>   35
held in street name transferred into the beneficial owner's name, and transfers
by pledge are not transfers which would convert the shares of Class B Common
Stock into Class A Common Stock. Stock certificates purporting to represent
shares of Class B Common Stock will represent shares of Class A Common Stock
following any transfer of such shares. Stockholders will not be required to
effect a conversion of their shares of Class B Common Stock into shares of Class
A Common Stock in order to settle a transfer or sale of shares received in the
Distribution. The transfer agent will accept a stock certificate purporting to
represent shares of Class B Common Stock as evidence of shares that have been
     Certain directors and executive officers of AHC and AmSurg have interests
in the Distribution that are in addition to their interests as AHC stockholders
generally and may create potential conflicts of interest. Thomas G. Cigarran,
the Chairman, President and Chief Executive Officer of AHC, is currently the
Chairman and Chief Executive Officer of AmSurg and will retain his position as
director and Chairman of the Board of AmSurg following the Distribution, and
also will serve as an advisor to AmSurg although he will no longer serve as an
executive officer of AmSurg. Henry D. Herr, the Executive Vice President and
Chief Financial Officer, as well as a director, of AHC, is currently Vice
President and Secretary, as well as a director, of AmSurg. Following the
Distribution, Mr. Herr will serve as a director of, and as an advisor to AmSurg.
Both Mr. Cigarran and Mr. Herr will enter into advisory agreements with AmSurg
pursuant to which they will receive shares of restricted stock of AmSurg in
compensation for their services. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS -- Advisory Agreements." James A. Deal, a member of the AmSurg
Board of Directors since 1992, is an Executive Vice President of AHC and serves
as President of DTCA. As directors of AmSurg, Messrs. Cigarran, Herr and Deal
will be entitled to receive director's compensation from AmSurg on the same
terms as all other non-employee directors of AmSurg. See "MANAGEMENT OF
AMSURG -- Compensation of Directors." Because these members of the Board of
Directors of AmSurg are affiliated with AHC, the Board of Directors of AmSurg
appointed the Special Committee to consider whether the Recapitalization,
Exchange and Distribution, are fair and in the best interests of the
stockholders of AmSurg, including the minority stockholders, and to negotiate
the terms and conditions of these transactions on behalf of AmSurg. In approving
the Recapitalization, Exchange and Distribution, the Boards of Directors of AHC
and AmSurg were aware of the various interests of the members of each Board and
gave consideration to the potential conflicts raised by such interests.
     On the Distribution Date, AmSurg and AHC will enter into the Management
Agreement pursuant to which AHC will provide certain financial and accounting
services to AmSurg and its subsidiaries on a transitional basis, with the intent
that AmSurg acquire the personnel, systems and expertise necessary to become
self-sufficient in the provision of these services during the period beginning
on the date of the Management Agreement and ending one year later (or earlier if
so elected by AmSurg). Pursuant to the Management Agreement, AHC shall provide
AmSurg with services, including processing payroll and associated payroll tax
returns and accounts payable for the AmSurg corporate office, maintaining
general accounting records for the AmSurg corporate operations and operations of
AmSurg's subsidiaries (including the partnerships and limited liability
companies), preparing consolidated AmSurg financial statements, preparing AmSurg
corporate tax returns and tax returns for AmSurg subsidiaries, preparing
estimated tax reports, and preparing financial statements in connection with
periodic reports required to be filed by AmSurg with the SEC. As compensation
for such services, AmSurg shall pay AHC a fixed fee of $4,166.67 per month and a
variable fee of $625 per month for each ambulatory surgery center in operation
and certain multiples thereof for the corporate office and other operations,
subject to increase if AmSurg requests certain additional services. Pursuant to
the Management Agreement, AmSurg shall have sole responsibility for the accuracy
and integrity of the financial statements and tax returns prepared by AHC, and
AmSurg will provide oversight and review on a timely basis of the services
provided by AHC. In addition, in the absence of gross negligence on the part of
AHC, AmSurg will indemnify and hold AHC, its directors, officers, employees and
agents and any person who controls AHC within the meaning of the Securities Act
harmless from and against any and all liabilities, claims or damages (including
the cost of investigating any claim and reasonable attorneys' fees and