SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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the partnerships and limited liability companies), preparing consolidated AmSurg
financial statements, preparing AmSurg corporate tax returns and tax returns for
AmSurg subsidiaries, preparing estimated tax reports, and preparing financial
statements in connection with periodic reports required to be filed by AmSurg
with the SEC. As compensation for such services, AmSurg shall pay AHC a fixed
fee of $4,166.67 per month and a variable fee of $625 per month for each
ambulatory surgery center in operation and certain multiples thereof for the
corporate office and other operations, subject to increase if AmSurg requests
certain additional services. Pursuant to the Management Agreement, AmSurg shall
have sole responsibility for the accuracy and integrity of the financial
statements and tax returns prepared by AHC, and AmSurg will provide oversight
and review on a timely basis of the services provided by AHC. In addition, in
the absence of gross negligence on the part of AHC, AmSurg will indemnify and
hold AHC, its directors, officers, employees and agents and any person who
controls AHC within the meaning of the Securities Act harmless from and against
any and all liabilities, claims or damages (including the cost of investigating
any claim and reasonable attorneys' fees and disbursements) in connection with
any services performed by AHC or any transactions or conduct in connection
     Pursuant to the Management Agreement, AHC will be responsible for any
claims incurred on or prior to the date of such agreement by AmSurg employees
under any medical or dental plans offered by AHC to AmSurg employees on or prior
to the date of such agreement in accordance with the terms of such plans. AHC
will not be responsible for any claims incurred following the date of the
Management Agreement by any AmSurg employees under any plan.
     As a result of the Distribution and pursuant to the terms of the AHC stock
option plans, the vesting of the unvested portion of the outstanding AHC stock
options will be accelerated and the exercise price per share of outstanding
options to purchase shares of AHC Common Stock will be reduced, and the number
of shares underlying such options will be in certain cases increased, to
maintain the value of AHC stock options following the Distribution at
pre-Distribution levels. Holders of AHC stock options on the Distribution Record
Date will not be entitled to receive shares of AmSurg Common Stock in respect of
such options. The amount by which the options will be adjusted will depend on a
comparison of the market price per share of AHC before and after the
Distribution. For a description of the accounting treatment of the option
adjustment, see "-- Accounting Treatment."
     Following the approval of the Original Proposed Distribution by the AHC
Board of Directors on March 7, 1997, AHC has presented the business of AmSurg as
a discontinued operation to the extent financial information for periods prior
to the Distribution was required to be included in AHC's historical financial
     The Distribution will be treated as a dividend for accounting purposes and
will consequently reduce stockholders' equity by the book value of AHC's
investment in AmSurg.
     Expenses of the Distribution and related transactions are expected to be
approximately $1,000,000 for AHC and $650,000 for AmSurg, and will be generally
non-deductible for federal income tax purposes. Expenses incurred have been
recorded as operating expenses by AmSurg and expenses associated with
discontinued operations in the case of AHC. For a description of the allocation
of certain expenses between AHC and AmSurg, see "-- The Distribution Agreement."
     As a result of the adjustment of AHC stock options, AHC will record
non-cash compensation expense and an equal increase in stockholders' equity
(additional paid-in capital) in an amount equal to the difference between the
aggregate exercise price of outstanding options to purchase shares of AHC Common
Stock having an exercise price below the market price of AHC Common Stock and
the aggregate market price for such shares immediately prior to the
Distribution. The compensation expense and associated increase in additional
paid-in capital will be recognized because generally accepted accounting
principles require such recognition when an adjustment results in a change in
the ratio of the exercise price to the market price per