SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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     Pursuant to the Distribution Agreement, AmSurg and AHC have agreed to
cooperate in order to effectuate the Distribution and certain transactions
related thereto, including, among other things, the preparation and filing with
the SEC of this Information Statement, the listing on the Nasdaq National Market
or other national securities exchange of the Class A Common Stock and Class B
Common Stock and the preparation and delivery to AmSurg's stockholders of a
proxy statement with respect to a stockholders' meeting called to approve the
terms of the Recapitalization, the election of the members of AmSurg's Board of
Directors after the Distribution, the amendment and restatement of AmSurg's
Charter and the adoption of the 1997 Stock Incentive Plan and other matters
requiring approval in connection with the transactions contemplated by the
Distribution.
    
 
     AmSurg and AHC also agreed in the Distribution Agreement that (i) none of
the transactions contemplated by the Distribution, including the
Recapitalization and Exchange, will constitute, individually or in the
aggregate, a change in control under the terms of any stock incentive plan,
stock incentive agreement or similar plan or agreement of AmSurg and (ii) in
order to better prepare itself for becoming a publicly traded company, AmSurg
may amend or establish new employee benefit plans and amend or adopt other
corporate documents as the Board of Directors of AmSurg may deem reasonably
necessary or appropriate, subject to stockholder approval if necessary, and that
AHC, as a stockholder of AmSurg, will vote in favor of any such actions
submitted to stockholders of AmSurg to the extent that AHC agrees that such
actions are necessary or appropriate for AmSurg as an independent public
company.
 
     In accordance with the Distribution Agreement, each of AmSurg and AHC will
be granted access to certain records and information in the possession of the
other. In addition, the Distribution Agreement requires the retention by each of
AmSurg and AHC for a period of seven years following the Distribution of all
such information in its possession, and thereafter requires that each party give
the other prior notice of its intention to dispose of such information.
 
   
     The Distribution Agreement provides that each of AmSurg and AHC will bear
its own expenses in connection with the transactions contemplated by the
Distribution Agreement, provided however, that (a) AHC and AmSurg will share
equally the costs of (i) preparing this Information Statement, (ii) preparing
the Distribution Agreement, the Exchange Agreement and the Management Agreement
and (iii) preparing the SEC no-action letter; (b) AmSurg will be responsible for
the costs of (i) preparing and, as required, filing any Charter amendment
required to effect the Recapitalization, (ii) preparing, printing (or
reproducing) and mailing a proxy statement for the purpose of soliciting the
votes of stockholders of AmSurg in order to effect the Recapitalization and to
obtain any other required approvals of the stockholders of AmSurg, (iii) listing
or other inclusion of the shares of Class A Common Stock and Class B Common
Stock on the Nasdaq National Market or other national securities exchange, (iv)
any required registration or qualification of any shares of AmSurg Common Stock
under state blue sky and securities laws, (v) the preparation of stock
certificates for the shares of AmSurg Common Stock to be distributed in
connection with the Recapitalization, the Exchange and the Distribution, (vi)
the fees and expenses of J.C. Bradford as financial advisor to AmSurg, (vii) the
fees of counsel to AmSurg and to the Special Committee, (viii) preparing and
auditing the separate financial statements of AmSurg and its consolidated
subsidiaries and (ix) obtaining any governmental or third party consents or
approvals required to be obtained on the part of AmSurg in connection with the
transactions contemplated by this Agreement; and (c) AHC will be responsible for
the costs of (i) preparing the IRS letter ruling requests, and, if applicable,
the Tax Opinions, (ii) printing (or reproducing) and mailing this Information
Statement, (iii) the fees and expenses of the Distribution Agent in connection
with the Distribution, (iv) the fees and expenses of Morgan Keegan, as financial
advisor to AHC, and the fees of other professional advisors deemed necessary by
AHC, (v) the fees and expenses of counsel to AHC with respect to services
performed on behalf of AHC, (vi) preparing and auditing the financial statements
of AHC and its consolidated subsidiaries (except for the separate financial
statements of AmSurg and its consolidated subsidiaries as provided in clause
(b)(viii) above) and (vii) obtaining any governmental or third party consents or
approvals required to be obtained on the part of AHC in connection with the
transactions contemplated by the Distribution. The expenses of AHC and AmSurg in
connection with the transactions contemplated by the Distribution Agreement are
estimated to be $1,000,000 and $650,000, respectively.
    
 
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