SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   12
 
   
                             that the Distribution will take place on December
                             3, 1997 (the "Distribution Date"). Stock
                             certificates representing the shares of AmSurg
                             Common Stock to be distributed will be mailed by
                             the Distribution Agent as soon as practicable after
                             the Distribution. No action of an AHC stockholder
                             is necessary to receive the certificates.
    
 
   
CONDITIONS TO
  DISTRIBUTION.............  The Distribution is subject to a number of
                             conditions, including the following: (i) the
                             receipt of either: (a) a letter ruling from the
                             Internal Revenue Service (the "IRS") or (b) the
                             legal opinions of Bass, Berry & Sims PLC and
                             Sutherland, Asbill & Brennan (the "Tax Opinions")
                             with respect to the substantially tax-free status
                             of the Distribution for federal income tax
                             purposes; (ii) the listing of the Class A Common
                             Stock and Class B Common Stock on a national
                             securities exchange or for inclusion in the Nasdaq
                             National Market or such other trading market as the
                             parties may agree; (iii) the approval by the AmSurg
                             stockholders of the amendment and restatement of
                             AmSurg's Charter (the "AmSurg Charter"), the
                             amendment and restatement of the AmSurg Bylaws (the
                             "AmSurg Bylaws") and various other matters; (iv)
                             the receipt by the Special Committee of the Board
                             of Directors of AmSurg of the opinion of J.C.
                             Bradford & Co. ("J.C. Bradford") that the
                             Recapitalization, Exchange and the Distribution are
                             fair, from a financial point of view, to the
                             stockholders of AmSurg, other than AHC, and the
                             receipt by the Board of Directors of AHC of the
                             opinion of Morgan Keegan & Co., Inc. ("Morgan
                             Keegan") that the Distribution, Recapitalization
                             and Exchange are fair, from a financial point of
                             view, to the AHC stockholders, and confirmation of
                             such opinions prior to the Distribution; and (v)
                             the approval of the Recapitalization and the
                             Exchange by the holders of at least a majority of
                             the voting power of the outstanding shares of
                             capital stock of AmSurg, with the holders of no
                             more than 5% of the outstanding shares exercising
                             dissenters' rights of appraisal under Tennessee
                             law. AHC, as the holder of a majority of the voting
                             power of the capital stock of AmSurg on September
                             30, 1997, has agreed to vote in favor of the
                             Recapitalization and the Exchange and the amendment
                             and restatement of the AmSurg Charter and AmSurg
                             Bylaws. The holders of AmSurg preferred stock also
                             must approve the amendment and restatement of the
                             AmSurg Charter. See "THE DISTRIBUTION -- 
                             Conditions."
    
 
   
RECAPITALIZATION AND
  EXCHANGE.................  Immediately prior to consummation of the
                             Distribution, AmSurg will (a) undergo a
                             Recapitalization, in which AmSurg will convert
                             every three shares of AmSurg common stock held by
                             all existing AmSurg stockholders, including AHC,
                             into one share of Class A Common Stock and
                             authorize the issuance of Class B Common Stock to
                             AHC in the Exchange and (b) effect the Exchange by
                             issuing 4,787,131 shares of Class B Common Stock to
                             AHC in exchange for the same number of shares of
                             Class A Common Stock. The AmSurg Common Stock held
                             by AHC will have as of the date of the Distribution
                             approximately 91% of the voting power of the
                             capital stock of AmSurg in the election and removal
                             of directors. As part of the Recapitalization,
                             AmSurg also will convert every three shares of
                             Series A Redeemable Preferred Stock, no par value
                             (the "Series A Preferred Stock") and Series B
                             Convertible Preferred Stock, no par value (the
                             "Series B Preferred Stock" and together with the
                             Series A Preferred Stock, the "AmSurg Preferred
                             Stock") into one share of Series A Preferred Stock
                             and Series B Preferred Stock, respectively. The
                             sole purposes of the Recapitalization
    
                                        5