SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                             and the Exchange are (a) to reduce the number of
                             outstanding shares of AmSurg common stock on a one
                             for three basis through a Reverse Stock Split so as
                             to permit the shares of AmSurg Common Stock to
                             trade at proportionately higher per share prices
                             following the Distribution, (b) to increase the
                             voting power of AHC immediately prior to the
                             Distribution as required in order to effect the
                             Distribution on a substantially tax-free basis for
                             federal income tax purposes and (c) to have, to the
                             extent possible, an equal number of shares of each
                             class of AmSurg Common Stock available to be traded
                             in the public markets. See "THE DISTRIBUTION -- The
                             Recapitalization and Exchange."
    
 
   
DISTRIBUTION AGENT,
  TRANSFER AGENT AND
  REGISTRAR................  SunTrust Bank, the transfer agent for the AHC
                             Common Stock, will serve as the distribution agent
                             (the "Distribution Agent") and as the transfer
                             agent and registrar for the AmSurg Common Stock.
     

   
FEDERAL INCOME TAX
  CONSEQUENCES.............  It is anticipated that the Distribution will be
                             substantially tax-free for federal income tax
                             purposes under Section 355 of the Internal Revenue
                             Code of 1986, as amended (the "Code"). Receipt of a
                             ruling from the IRS or the Tax Opinions that the
                             Distribution may be accomplished on a substantially
                             tax-free basis for federal income tax purposes is a
                             condition to the Distribution. Stockholders will be
                             subject to federal income taxation with respect to
                             approximately 1.5% of the shares of AmSurg Common
                             Stock received by them. Receipt of the remaining
                             98.5% of the shares of AmSurg Common Stock by AHC
                             stockholders is expected to be exempt from federal
                             income taxation. Stockholders will be subject to
                             federal income taxation with respect to any cash
                             received in lieu of fractional shares. AHC will
                             distribute as soon as practicable to its
                             stockholders information regarding the taxable
                             amount of ordinary income and of capital gain
                             attributable to the Distribution. See "THE
                             DISTRIBUTION -- Certain Federal Income Tax
                             Consequences." Stockholders are urged to consult
                             with their personal tax advisors concerning any
                             state, local or foreign tax consequences of the
                             Distribution.
    
 
DIVIDENDS AFTER THE
  DISTRIBUTION.............  AmSurg does not currently intend to declare or pay
                             any cash dividends on the shares of Class A Common
                             Stock and Class B Common Stock and its ability to
                             do so will be subject to certain limitations. See
                             "DESCRIPTION OF CAPITAL STOCK -- Authorized Capital
                             Stock -- Dividend Policy." AHC does not currently
                             intend to declare or pay any cash dividends on the
                             shares of AHC Common Stock and its ability to do so
                             will be subject to certain limitations.
 

                     
CERTAIN PROVISIONS OF   
  AMSURG'S CHARTER, BYLAWS 
  AND TENNESSEE LAW........  Certain provisions of AmSurg's Charter and Bylaws
                             and Tennessee law may have the effect of delaying
                             or making more difficult an acquisition of control
                             of AmSurg in a transaction not approved by its
                             Board of Directors. See "RISK FACTORS -- Certain
                             Antitakeover Effects," and "DESCRIPTION OF CAPITAL
                             STOCK -- Certain Provisions of the Charter, Bylaws
                             and Tennessee Law."
    
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