SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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LISTING OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK; RESTRICTIONS ON RESALE
    
 
   
     Application has been made for listing the Class A Common Stock and Class B
Common Stock on the Nasdaq National Market. The AmSurg Common Stock received
pursuant to the Distribution will be freely transferable under the Securities
Act, except for shares of AmSurg Common Stock received by any person who may be
deemed to be an "affiliate" of AmSurg within the meaning of Rule 144 under the
Securities Act. Persons who may be deemed to be affiliates of AmSurg after the
Distribution generally include individuals or entities that control, are
controlled by, or are under common control with AmSurg, and may include the
directors and executive officers of AmSurg as well as any principal stockholder
of AmSurg. The shares of AmSurg Common Stock outstanding as of the Distribution
held by stockholders other than AHC were issued in transactions unrelated to the
Distribution. Under current law, the holders of such shares of Class A Common
Stock and persons who are affiliates of AmSurg will be permitted to sell the
Class A Common Stock received pursuant to the Distribution ("restricted
securities") only pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption therefrom, such as the exemptions
afforded by Section 4(1) of the Securities Act and Rule 144 thereunder. Of the
3,959,718 shares of Class A Common Stock that are anticipated to be "restricted
securities" immediately following the Distribution, 3,602,809 will have
satisfied a one-year holding period. This Information Statement does not cover
resales of AmSurg Common Stock by existing stockholders of AmSurg. See "RISK
FACTORS -- Shares Eligible for Future Sale," "DESCRIPTION OF CAPITAL STOCK" and
"SHARES ELIGIBLE FOR FUTURE SALE."
    
 
   
INTERESTS OF CERTAIN PERSONS IN THE DISTRIBUTION
    
 
     Certain directors and executive officers of AHC and AmSurg have interests
in the Distribution that are in addition to their interests as AHC stockholders
generally and may create potential conflicts of interest. Thomas G. Cigarran,
the Chairman, President and Chief Executive Officer of AHC, is currently the
Chairman and Chief Executive Officer of AmSurg and will retain his position as
director and Chairman of the Board of AmSurg following the Distribution, and
also will serve as an advisor to AmSurg although he will no longer serve as an
executive officer of AmSurg. Henry D. Herr, the Executive Vice President and
Chief Financial Officer, as well as a director, of AHC, is currently Vice
President and Secretary, as well as a director, of AmSurg. Following the
Distribution, Mr. Herr will serve as a director of, and as an advisor to AmSurg.
Both Mr. Cigarran and Mr. Herr will enter into advisory agreements with AmSurg
pursuant to which they will receive shares of restricted stock of AmSurg in
compensation for their services. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS -- Advisory Agreements." James A. Deal, a member of the AmSurg
Board of Directors since 1992, is an Executive Vice President of AHC and serves
as President of DTCA. As directors of AmSurg, Messrs. Cigarran, Herr and Deal
will be entitled to receive director's compensation from AmSurg on the same
terms as all other non-employee directors of AmSurg. See "MANAGEMENT OF
AMSURG -- Compensation of Directors." Because these members of the Board of
Directors of AmSurg are affiliated with AHC, the Board of Directors of AmSurg
appointed the Special Committee to consider whether the Recapitalization,
Exchange and Distribution, are fair and in the best interests of the
stockholders of AmSurg, including the minority stockholders, and to negotiate
the terms and conditions of these transactions on behalf of AmSurg. In approving
the Recapitalization, Exchange and Distribution, the Boards of Directors of AHC
and AmSurg were aware of the various interests of the members of each Board and
gave consideration to the potential conflicts raised by such interests.
 
THE MANAGEMENT AGREEMENT
 
     On the Distribution Date, AmSurg and AHC will enter into the Management
Agreement pursuant to which AHC will provide certain financial and accounting
services to AmSurg and its subsidiaries on a transitional basis, with the intent
that AmSurg acquire the personnel, systems and expertise necessary to become
self-sufficient in the provision of these services during the period beginning
on the date of the Management Agreement and ending one year later (or earlier if
so elected by AmSurg). Pursuant to the Management Agreement, AHC shall provide
AmSurg with services, including processing payroll and associated payroll tax
returns and accounts payable for the AmSurg corporate office, maintaining
general accounting records for the AmSurg corporate operations and operations of
AmSurg's subsidiaries (including
 
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