Item 2. Acquisition or Disposition of Assets.
Effective September 1, 1997, AmSurg Holdings, Inc. ("Holdings"), a
subsidiary of AmSurg Corp. (the "Company") acquired from The Endoscopy Center,
Inc. (the "Seller"), a Missouri corporation and unrelated party, a sixty percent
ownership interest in the assets comprising the business operations of two
gastrointestinal surgery centers (the "Centers") in Independence and Kansas
Pursuant to the terms of the Asset Purchase Agreement, dated as of
September 2, 1997, by and among Holdings, the Company and the Seller, Holdings
paid $5,652,205 in cash and the Company issued 280,367 shares of its common
stock to the Seller. The cash used in the purchase transaction was provided from
borrowings under the Company's revolving credit agreement with SunTrust Bank,
Nashville. The consideration paid to the Seller was determined through
arm's-length negotiations between the Company and the shareholders of the
Seller. Following the asset purchase, Holdings and the Seller contributed their
respective ownership in the assets of the Centers into a newly formed limited
liability company, The Independence ASC, LLC, and received proportionate
Item 7. Financial Statements and Exhibits.
It is impractical to provide at this time the financial statements and
pro forma financial information required by Items 7(a) and 7(b). The Company
anticipates filing this information in an amendment to this Form 8-K on or prior
to November 17, 1997.
2 Asset Purchase Agreement, dated as of September 2, 1997, by and
among AmSurg Corp., AmSurg Holdings, Inc., The Endoscopy Center, Inc.
and the shareholders thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Claire M. Gulmi
Claire M. Gulmi
Senior Vice President and Chief Financial Officer
(Principal Financial and Duly Authorized Officer)
Date: September 16, 1997