SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   38
 
   
share even though no change in the aggregate value of the options will take
place. Although it would be possible to adjust the options without changing this
ratio, it could only be accomplished by issuing a large number of new options
which would result in substantial dilution to AHC stockholders. While the
adjustment management anticipates making will result in additional new option
issuances, such new issuances will be significantly less than those which would
be required to avoid recognition of compensation expense and associated increase
to additional paid-in capital as of the Distribution Date. The option
adjustments will reduce earnings as a result of the recognition of compensation
expense less the income tax benefit associated with the compensation expense
deduction and will increase additional paid-in capital by the amount of
compensation expense. The adjustment will also have the effect of decreasing
future earnings per share because of the impact of the additional options on the
calculation of common stock equivalents used in the calculation of earnings per
share. Because the amount of these adjustments will depend upon the market price
of AHC Common Stock prior to and after the Distribution, it is not possible to
predict the impact on weighted average common shares and equivalents. If the
Distribution were to have occurred on August 31, 1997, on which date the closing
price of AHC Common Stock was $11.13, the estimated impact on earnings and
stockholders' equity would have been as follows:
    
 
   

<TABLE>
<CAPTION>
                                                               NET INCOME
                                                                INCREASE
                                                               (DECREASE)
                                                               ----------
<S>                                                           <C>
Compensation expense........................................   $(3,750,000)
Estimated income tax benefit................................     1,450,000
                                                               -----------
          Net decrease in net income........................   $(2,300,000)
                                                               ===========
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                              STOCKHOLDERS'
                                                                 EQUITY
                                                                INCREASE
                                                               (DECREASE)
                                                              -------------
<S>                                                           <C>
Increase in paid-in capital from stock options..............   $ 3,750,000
Net decrease in net income..................................    (2,300,000)
                                                               -----------
          Net increase in stockholders' equity..............   $ 1,450,000
                                                               ===========
</TABLE>

    
 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a summary description of the material federal income tax
consequences of the Distribution. This summary is not a complete description of
all the consequences of the Distribution. Moreover, each AHC stockholder's
individual circumstances may affect the tax consequences of the Distribution to
such stockholder.
 
     THE DISCUSSION SET FORTH BELOW DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN
TAX ASPECTS OF THE DISTRIBUTION. THE DISCUSSION IS BASED ON CURRENTLY EXISTING
PROVISIONS OF THE CODE, EXISTING AND PROPOSED TREASURY REGULATIONS THEREUNDER
AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE FOREGOING ARE
SUBJECT TO CHANGE AND ANY SUCH CHANGES COULD AFFECT THE CONTINUING VALIDITY OF
THIS DISCUSSION. EACH AHC STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX
ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE DISTRIBUTION TO
SUCH STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL LAWS OR OTHER
TAX LAWS.
 
   
     Consummation of the Distribution is conditioned upon either (i) the receipt
of a ruling or rulings, in form and substance satisfactory to AHC, from the IRS,
or (ii) the receipt of the Tax Opinions, in form and substance satisfactory to
AHC, providing, in substance, that the Distribution will constitute a
substantially tax-free distribution described in Section 355 of the Code, and
AHC will not recognize any income or gain as
    
 
                                       31