SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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opinion, set forth as Appendix B hereto, that the Recapitalization, Exchange and
Distribution are fair to the stockholders of AmSurg, other than AHC, from a
financial point of view. A description of this opinion, the methodology
employed, the analysis on which it was based and the nature of this engagement
of J.C. Bradford is set forth below. Based on the recommendation of the Special
Committee, the opinion of J.C. Bradford and other factors considered by the
AmSurg Board of Directors, on November 3, 1997, the AmSurg Board determined that
the Recapitalization, Exchange and Distribution are fair to and in the best
interests of the stockholders of AmSurg, including the minority stockholders,
and approved the Distribution and the related Recapitalization and Exchange,
subject to the satisfaction or waiver of the conditions set forth in the
Distribution Agreement. In addition to the financial advice and opinion of J.C.
Bradford, in reaching their determination, the Special Committee and the Board
of Directors of AmSurg considered a number of factors, including, without
limitation, the following: (i) the long-term need for AmSurg to have access to
the public equity and debt markets to fund its future growth and the belief that
AmSurg would have superior access to capital markets as an independent,
publicly-held company, (ii) the belief that the Distribution was the best
alternative to create a public market, in part because the public market for
AmSurg Common Stock would not be depressed by the "overhang" that might be
caused by the continuing interest of AHC in AmSurg, which would be the case if
AmSurg issued shares to the public in an initial public offering without AHC
divesting its interest in AmSurg, (iii) the fact that existing AmSurg minority
stockholders would have liquidity for their shares through the ability to sell
under Rule 144 or in secondary public offerings following the Distribution, (iv)
the belief that, because of its high growth rate and need for capital, AmSurg
was not at the point in its development at which stockholder values might be
maximized through the sale of the company, (v) the fact that AHC needed to focus
its capital resources on the development of DTCA's diabetes disease management
services business and would have limited available capital for investment in
AmSurg, (vi) the fact that the Distribution would permit the development of
employee benefit plans and policies and other corporate initiatives designed to
better incentivize and attract employees, (vii) the fact that AHC would not sell
any of its AmSurg common stock in a public offering due to the fact that AHC
stockholders could not benefit from such a sale without adverse tax
consequences, (viii) the belief that the proposed one for three reverse stock
split that is part of the Recapitalization is necessary to increase the trading
price of the AmSurg Common Stock to improve the level of trading interest,
thereby providing greater opportunities to access public equity capital and for
AmSurg stockholder liquidity, (ix) the belief that the two classes of AmSurg
Common Stock differed materially only in voting rights for the election and
removal of directors and that the two classes would not be valued materially
differently in the trading marketplace, and (x) the belief that the
Recapitalization and the Exchange necessary to obtain substantially tax-free
treatment of the Distribution would not materially disadvantage either AmSurg or
its minority stockholders.
    
 
   
     Opinion of J.C. Bradford.  On November 3, 1997, the Special Committee
received a written opinion from J.C. Bradford to the effect that, based upon the
factors set forth in such opinion, the Recapitalization, Exchange and
Distribution are fair to the stockholders of AmSurg, other than AHC, from a
financial point of view. The full text of J.C. Bradford's opinion which sets
forth certain assumptions made, matters considered and limitations on the review
undertaken, is set forth in Appendix B and is incorporated herein by reference
and should be read in its entirety in connection with this Information
Statement. This summary is qualified in its entirety by reference to the full
text of such opinion.
    
 
   
     In conducting its analyses and arriving at its opinion, J.C. Bradford
considered such financial and other information as it deemed appropriate
including, among other things, the following: (i) the proposed terms of the
Recapitalization, Exchange and Distribution; (ii) the historical and current
financial position and results of operations of AHC as set forth in its periodic
reports and proxy materials filed with the SEC; (iii) the audited financial
statements of AmSurg for the fiscal years ended December 31, 1992, 1993, 1994,
1995 and 1996; (iv) certain internal operating data and financial analyses,
including forecasts of AmSurg for the years beginning January 1, 1997 and ending
December 31, 2001 which assume no future changes in accounting principles which
would have a material effect on AmSurg's financial statements; (v) the past and
current business, financial condition and prospects of AmSurg and AHC as
discussed with certain senior officers of AmSurg and AHC; (vi) certain
financial, operating and securities trading data of certain other public
companies that J.C. Bradford believed to be comparable to AmSurg or relevant to
the transaction, with such information taken from individual companies' annual
reports, SEC Forms 10-K and 10-Q; (vii) the financial
    
 
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