SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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date of grant, the tax basis will be equal to the fair market value of shares on
such date (determined without regard to restrictions), and AmSurg generally will
be entitled to a deduction equal to the amount that is taxable as ordinary
income to the participant in the year that such income is taxable.
 
     5. Dividends and Dividend Equivalents.  Dividends paid on restricted stock
generally will be treated as compensation that is taxable as ordinary income to
the participant, and will be deductible by AmSurg. If, however, the participant
makes a Section 83(b) election, the dividends will be taxable as ordinary income
to the participant but will not be deductible by AmSurg.
 
     6. Other Stock-Based Awards.  The federal income tax treatment of other
stock-based awards will depend on the nature of any such award and the
restrictions applicable to such award. Such an award may, depending on the
conditions applicable to the award, be taxable as an option, an award of
restricted stock, or in a manner not described herein.
 
     Section 162(m) Provisions.  Section 162(m) of the Code imposes a limitation
on the deductibility of certain compensation paid to the chief executive officer
and certain other executive officers of publicly traded companies. Compensation
paid to these officers in excess of $1,000,000 cannot be claimed as a tax
deduction by such companies unless such compensation qualifies for an exemption
as performance-based compensation under Section 162(m) of the Code. It is
anticipated that compensation in respect of stock options and SARs granted under
the 1997 Incentive Plan will qualify for an exemption as performance-based
compensation under Section 162(m) of the Code, if the exercise price per share
for such options and SARs is at least equal to the fair market value per share
of Class A Common Stock on the date of grant. Other awards (if any) granted
under the 1997 Incentive Plan are not expected to qualify for an exemption as
performance-based compensation.
 
     Other Provisions of the 1997 Incentive Plan.  Options and other rights that
may be granted under the 1997 Incentive Plan following the Distribution will
vest and become immediately exercisable (to the extent not theretofore vested
and exercisable and the restrictions and forfeiture provisions applicable to
restricted stock and other stock-based awards will lapse) if:
 
          a. any person or entity (including a "group" as defined in Section
     13(d) (3) of the Exchange Act), other than AmSurg or a wholly owned
     subsidiary of AmSurg or an employee benefit plan of AmSurg or any of its
     subsidiaries, becomes the beneficial owner of AmSurg securities having 35%
     or more of the combined voting power of all AmSurg securities that may be
     cast in the election of directors of AmSurg;
 
          b. as a result of or in connection with a cash tender or exchange
     offer, merger or other business combination, sale of assets or contested
     election, or any combination of the foregoing transactions, less than a
     majority of the combined voting power of the then outstanding securities of
     AmSurg or any successor entity entitled to vote generally in the election
     of directors of AmSurg or any such successor are held in the aggregate by
     holders of AmSurg securities entitled to vote generally in the election of
     directors of AmSurg immediately prior to such transaction;
 
          c. during any period of two consecutive years, individuals who at the
     beginning of such period constitute the Board of Directors cease for any
     reason to constitute the majority thereof, unless the election or
     nomination for election of such individuals was approved by a vote of at
     least two-thirds of the directors then still in office who were directors
     at the beginning of such period;
 
          d. the Plan Committee determines that a potential change in control
     has occurred as a result of either (i) shareholder approval of an agreement
     that would result in one of the events described above or (ii) the
     acquisition of beneficial ownership by any person, entity or group (other
     than AmSurg, any of its subsidiaries or any AmSurg employee benefit plan)
     of AmSurg securities representing 5% or more of the combined voting power
     of the outstanding AmSurg securities;
 
          e. in addition to any other restrictions on transfer that may be
     applicable under the terms of the 1997 Incentive Plan or the applicable
     award agreement, no stock option, SAR, restricted stock award, other
     stock-based award or Outside Director Restricted Stock award or other right
     issued under the 1997 Incentive Plan is transferable by the participant
     without the prior written consent of the Plan Committee,
 
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