SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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CONDITIONS
 
   
     The obligations of AmSurg and AHC to consummate the Distribution (as well
as the Recapitalization and the Exchange) are subject to the fulfillment or
waiver of certain conditions, including the following: (i) the receipt by AHC of
the IRS ruling or Tax Opinions in form and substance satisfactory to AHC, in its
sole discretion, concerning the treatment of the Distribution under Section 355
of the Code and the absence of any proposed or pending legislation that would
adversely affect such ruling or opinions; (ii) the listing on a national
securities exchange or for inclusion on the Nasdaq National Market of the AmSurg
Common Stock or such other trading market as the parties may agree; (iii) the
approval by the stockholders of AmSurg of the members of AmSurg's Board of
Directors who are to serve as directors after the Distribution, the amendment
and restatement of AmSurg's Charter and Bylaws in the form to be effective after
the Distribution, for which amendment the Series A Preferred Stock and the
Series B Preferred Stock are entitled to vote as a separate class, and AmSurg's
1997 Stock Incentive Plan; (iv) the approval of the Recapitalization and
Exchange by the holders of at least a majority of the voting power of the
outstanding shares of capital stock of AmSurg at a meeting of the stockholders
of AmSurg, with holders of no more than 5% of the outstanding shares of AmSurg
common stock exercising their right to seek dissenters' rights of appraisal
under Tennessee law; (v) the receipt by the Special Committee and the Board of
Directors of AmSurg of an opinion of J.C. Bradford acceptable to the Board of
Directors of AmSurg as to the fairness, from a financial point of view, of the
Recapitalization, Exchange and Distribution to the stockholders of AmSurg, other
than AHC; and (vi) the receipt by the Board of Directors of AHC of an opinion
from Morgan Keegan as to the fairness, from a financial point of view, of the
Recapitalization, Exchange and Distribution to the stockholders of AHC and such
other opinions as AHC may deem necessary in its sole discretion. In addition,
the obligations of AmSurg and AHC to effect the Exchange are subject to the
completion of the Recapitalization, and, in turn, the obligations of AHC to
effect the Distribution in accordance with the Distribution Agreement are
conditioned upon the completion of the Exchange. AHC, as holder of a majority of
the voting power of the capital stock of AmSurg on September 30, 1997, has
agreed to vote in favor of such matters.
    
 
MANNER OF EFFECTING THE DISTRIBUTION
 
   
     On the Distribution Date, immediately following consummation of the
Exchange, AHC will deliver all of the shares of AmSurg Common Stock held by AHC
to SunTrust Bank, the Distribution Agent for the AmSurg Common Stock, for
distribution on a pro rata basis to the holders of AHC Common Stock at the close
of business on the Distribution Record Date. It is expected that the
Distribution Agent will begin mailing share certificates representing the AmSurg
Common Stock as soon as practicable after the Distribution. The shares will be
distributed to the holders of record of the AHC Common Stock on the basis of
approximately 9.21 shares of Class A Common Stock and approximately 59.36 shares
of Class B Common Stock for each 100 shares of AHC Common Stock outstanding on
the Distribution Record Date, as such ratio may be adjusted for issuances of AHC
Common Stock after September 30, 1997. All such shares of AmSurg Common Stock
will be fully paid, nonassessable and free of preemptive rights.
    
 
     No fractional shares shall be delivered to the holders of AHC Common Stock
in the Distribution. The shares that would otherwise be distributed as
fractional shares to holders of the AHC Common Stock will, as soon as
practicable after the Distribution, be aggregated and sold by the Distribution
Agent on behalf of the holders who would otherwise receive fractional shares and
the proceeds of the sale will be paid to the holders of AHC Common Stock in lieu
of such fractional shares. See "-- Certain Federal Income Tax Consequences."
 
   
     NO HOLDER OF AHC COMMON STOCK WILL BE REQUIRED TO PAY ANY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF AMSURG COMMON STOCK RECEIVED IN THE DISTRIBUTION
OR TO SURRENDER OR EXCHANGE SHARES OF AHC COMMON STOCK OR TO TAKE ANY OTHER
ACTION IN ORDER TO RECEIVE SHARES OF AMSURG COMMON STOCK IN 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 AND ANY
CASH RECEIVED IN LIEU OF FRACTIONAL SHARES.
    
 
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