SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                          [AMERICAN HEALTHCORP LOGO]
                           One Burton Hills Boulevard
                           Nashville, Tennessee 37215
 
   
                                                                November 3, 1997
    
Dear Fellow Stockholder:
 
   
    This Information Statement contains important information regarding AmSurg
Corp. ("AmSurg"), and how American Healthcorp, Inc. ("AHC") will distribute all
of the AmSurg Common Stock owned by AHC to the holders of AHC common stock (the
"Distribution"). AHC currently owns approximately 58% of the outstanding AmSurg
common stock.
    
 
    The Distribution will result in your ownership of shares of two independent
public companies: AHC, which will focus its business strategy on operating
hospital-based diabetes treatment centers and providing diabetes disease
management services for managed care organizations and other third party payors,
and AmSurg, which will focus its business strategy on the acquisition,
development and operation of practice-based ambulatory surgery centers and the
development and operation of start-up specialty physician networks associated
with these centers. We are excited about the prospects of both companies. Your
Board of Directors believes that the Distribution by AHC will enable AHC and
AmSurg to develop, finance and manage their businesses more effectively and
should better position the two companies to provide greater total value to
stockholders.
 
   
    Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of outstanding AmSurg
common stock will be converted into one share of AmSurg Class A common stock, no
par value ("Class A Common Stock"). Immediately following the Recapitalization,
AHC will exchange (the "Exchange") a portion of its shares of Class A Common
Stock for shares of AmSurg Class B common stock, no par value ("Class B Common
Stock"). The sole purposes for the Recapitalization and the Exchange are (i) to
reduce the number of outstanding shares of AmSurg common stock on a one for
three basis through a reverse stock split to permit such shares to trade at
proportionally higher per share prices and to increase the voting power of AHC
in AmSurg prior to the Distribution to the extent required in order for the
Distribution to qualify for substantially tax-free treatment for federal income
tax purposes and (ii) 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.
    
 
   
    The shares of Class A Common Stock will have one vote per share on all
matters, while the shares of Class B Common Stock will have ten votes per share
on the election and removal of directors of AmSurg and one vote per share on all
other matters. The Class A Common Stock and the Class B Common Stock will be
identical in all other respects. The Distribution to AHC stockholders will be of
the Class A Common Stock and Class B Common Stock held by AHC. Application has
been made for listing of the Class A Common Stock and the Class B Common Stock
on the Nasdaq National Market under the symbols "AMSGA" and "AMSGB",
respectively.
    
 
   
    If you are a holder of AHC common stock on November   , 1997, the record
date for the Distribution, you will receive, in the Distribution, approximately
9.21 shares of Class A Common Stock and approximately 59.36 shares of Class B
Common Stock for every 100 shares of AHC common stock you own on that 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 Class A Common Stock or Class B Common Stock. AHC stockholders will be
subject to federal income taxation with respect to approximately 1.5% of the
aggregate shares of the Class A Common Stock and Class B Common Stock received
by them in the Distribution, the exact amount of which will be provided by AHC
along with other information concerning this taxable amount. Receipt of the
remaining 98.5% of the shares by the AHC stockholders is expected to be exempt
from federal income taxation. Consummation of the Distribution is expected to
occur on December 3, 1997. Consummation of the Distribution is subject to the
satisfaction or waiver of various conditions described in this Information
Statement.
    
 
    This Information Statement also sets forth information about AmSurg and the
rights of the Class A Common Stock and Class B Common Stock, and contains
financial statements and other financial information. Due to the importance of
the information contained in this document, you are urged to read the
Information Statement carefully.
 
    STOCKHOLDERS OF RECORD ON THE RECORD DATE FOR THE DISTRIBUTION WILL BE
ENTITLED AUTOMATICALLY TO PARTICIPATE IN THE DISTRIBUTION AND ARE NOT REQUIRED
TO DO ANYTHING TO BECOME ENTITLED TO SO PARTICIPATE. YOU DO NOT NEED TO TURN IN
YOUR AHC STOCK CERTIFICATE. NO STOCKHOLDER APPROVAL OF THE DISTRIBUTION IS
REQUIRED OR SOUGHT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO SEND US A PROXY.

                                          SINCERELY,
    
                                          /s/ THOMAS G. CIGARRAN
                                          --------------------------------------
                                          THOMAS G. CIGARRAN
                                          Chairman and Chief Executive Officer