SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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SECURITIES TO BE
  DISTRIBUTED..............  743,000 shares of Class A Common Stock and all of
                             the outstanding shares of Class B Common Stock,
                             which is expected to be 4,787,131 shares of Class B
                             Common Stock, will be distributed. As of September
                             30, 1997, AHC owned 58% of the outstanding shares
                             of common stock of AmSurg. As of that date, 32% of
                             the remaining shares of AmSurg common stock were
                             owned by physicians who acquired their shares in
                             connection with AmSurg's acquisition or development
                             of ambulatory surgery centers and the remaining 10%
                             were owned by management and certain other
                             investors who acquired their shares in private
                             transactions. See "THE DISTRIBUTION."
    
 
   
DISTRIBUTION AGREEMENT.....  The Distribution will be accomplished pursuant to
                             the terms and conditions of the Amended and
                             Restated Distribution Agreement, dated as of
                             November 3, 1997, by and between AHC and AmSurg set
                             forth as Appendix A hereto (the "Distribution
                             Agreement").
    
 
   
DISTRIBUTION RATIO.........  Approximately 9.21 shares of Class A Common Stock
                             and approximately 59.36 shares of Class B Common
                             Stock will be distributed for each 100 shares of
                             AHC Common Stock outstanding on the Distribution
                             Record Date, as such ratio may be adjusted for
                             issuances of AHC Common Stock after September 30,
                             1997. Holders of AHC Common Stock will receive cash
                             in lieu of any fractional shares of AmSurg Common
                             Stock that would otherwise be distributed. No
                             consideration will be paid by AHC stockholders for
                             the shares of AmSurg Common Stock to be received by
                             them, nor will they be required to surrender or
                             exchange shares of AHC Common Stock in order to
                             receive shares of AmSurg Common Stock. See "THE
                             DISTRIBUTION."
    
 
   
VOTING AND OTHER RIGHTS OF
  CLASS A COMMON STOCK AND
  CLASS B COMMON STOCK.....  Each share of Class A Common Stock will have one
                             vote per share on all matters, while each share of
                             Class B Common Stock will have ten votes per share
                             in the election and removal of directors of AmSurg
                             and one vote per share on all other matters. The
                             Class A Common Stock and Class B Common Stock will
                             vote together as a single class on all matters
                             except those that would adversely affect the rights
                             of either class. The shares of Class A Common Stock
                             and Class B Common Stock will be entitled to share
                             ratably in any dividends other than dividends
                             payable solely with respect to AmSurg preferred
                             stock. AmSurg will not have the right to issue any
                             Class B Common Stock following the Distribution.
                             The Class A Common Stock and Class B Common Stock
                             will be identical in all other respects. See
                             "DESCRIPTION OF CAPITAL STOCK."
    
 
   
TRADING MARKET.............  Application has been made for listing the Class A
                             Common Stock and the Class B Common Stock on the
                             Nasdaq National Market under the symbols "AMSGA"
                             and "AMSGB," respectively. See "THE
                             DISTRIBUTION -- Listing of Class A Common Stock and
                             Class B Common Stock; Restrictions on Resale." The
                             combined trading prices of AHC Common Stock, Class
                             A Common Stock and Class B Common Stock after the
                             Distribution may be less than, equal to or greater
                             than the trading price of AHC Common Stock before
                             the Distribution.
    
 
   
DISTRIBUTION RECORD DATE...  November   , 1997
    
 
DISTRIBUTION DATE..........  The Distribution will take place following the
                             satisfaction or waiver of the conditions set forth
                             in the Distribution Agreement. It is anticipated
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