SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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Bergein F. Overholt, M.D., both independent directors and AmSurg stockholders,
were appointed to the Special Committee. On May 12, 1997, Mr. Weaver resigned
from the AmSurg Board of Directors and the Special Committee and on September
23, 1997, Debora A. Guthrie was appointed by the AmSurg Board of Directors to
fill the vacancy on the Special Committee. The Special Committee retained J.C.
Bradford and independent counsel to assist it in its consideration of the
proposed Distribution and the related Recapitalization and Exchange.
    
 
   
     The Special Committee held numerous meetings to consider the Original
Proposed Distribution and whether it was in the best interests of AmSurg and its
minority stockholders. On November 1, 1996, the Special Committee resolved to
recommend to the AmSurg Board of Directors that AmSurg and AHC proceed with the
necessary steps to effect the Original Proposed Distribution, including the
filing with the IRS of a request for a ruling to the effect that the Original
Proposed Distribution could be effected on a substantially tax free basis for
federal income tax purposes. On November 8, 1996, the Board of Directors of
AmSurg approved the recommendation of the Special Committee.
    
 
   
     On November 21, 1996, AHC and AmSurg submitted a ruling request to the IRS
with regard to the federal income tax consequences of the Original Proposed
Distribution (the "November 1996 Ruling Request"). Between November 1996 and
March 7, 1997, when the Original Proposed Distribution was approved, AHC and
AmSurg negotiated the terms of the Original Proposed Distribution. Concurrently,
the Board of Directors of AHC and the Special Committee, together with their
financial advisors, considered the fairness of the Original Proposed
Distribution to the stockholders of AHC and AmSurg. To provide financial advice
to the AHC Board of Directors, AHC retained Morgan Keegan to consider the
fairness, from a financial point of view, of the Original Proposed Distribution
to the stockholders of AHC.
    
 
   
     On March 7, 1997, the Special Committee and the AmSurg Board of Directors
determined that the Original Proposed Distribution was fair to and in the best
interests of AmSurg and its stockholders, including the minority stockholders
and approved the Original Proposed Distribution. On March 7, 1997, the AHC Board
of Directors determined that the Original Proposed Distribution was fair to and
in the best interests of the AHC stockholders and approved the Original Proposed
Distribution. Between March 1997 and May 1997, representatives of AHC and AmSurg
had numerous discussions with representatives of the IRS with respect to the
November 1996 Ruling Request. On June 27, 1997, representatives of the IRS
indicated that the IRS planned to rule adversely on the November 1996 Ruling
Request. In light of that oral advice, the November 1996 Ruling Request was
withdrawn and on July 10, 1997 a new tax ruling request (the "July 1997 Ruling
Request") was filed with a modified structure which contemplated the use of a
convertible preferred security to provide AHC with sufficient voting power
necessary for substantially tax free treatment under Section 355 of the Code.
The IRS indicated on October 9, 1997 that it would rule neither favorably nor
adversely on the July 1997 Ruling Request which was then withdrawn. Based upon
further discussions with representatives of the IRS and its tax counsel, AHC
proposed the Distribution which is identical in all material respects to the
Original Proposed Distribution except that the Distribution contemplates the
distribution of both Class A Common Stock and Class B Common Stock to the AHC
stockholders and the Class B Common Stock does not automatically convert into
Class A Common Stock upon transfer. After discussions with representatives of
AHC and with the Special Committee's legal and financial advisers, on October
23, 1997, the Special Committee recommended to the AmSurg Board of Directors
that AmSurg proceed with the necessary steps to effect the Distribution and the
related Recapitalization and Exchange including the filing of a new tax ruling
request with the IRS. On October 23, 1997, the AmSurg Board of Directors
approved the recommendation of the Special Committee. On October 23, 1997, AHC
and AmSurg submitted a ruling request to the IRS with respect to the
Distribution. The Distribution is conditioned upon the receipt of a favorable
tax ruling or favorable Tax Opinions. See "Risk Factors -- Certain Federal
Income Tax Consequences."
    
 
   
     On November 3, 1997, the Special Committee determined that the Distribution
and the related Recapitalization and Exchange are fair to and in the best
interests of AmSurg and its stockholders, including the minority stockholders,
and recommended that the AmSurg Board of Directors approve the Distribution and
the related Recapitalization and Exchange, subject to the satisfaction of the
conditions set forth in the Distribution Agreement. At the November 3, 1997
Special Committee meeting, J.C. Bradford delivered its
    
 
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